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EX-31.1 - Tia IV, Inc | v165758_ex31-1.htm |
EX-32.1 - Tia IV, Inc | v165758_ex32-1.htm |
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
x QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended June 30, 2009
TRANSITION
REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT
For the
transition period from ___________ to _____________
TIA
IV, INC.
(Exact
name of small business issuer as specified in its charter)
Delaware
|
0-52288
|
76-0836770
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file
number)
|
(IRS
Employer Identification
No.)
|
TIA
IV, INC.
482
Manor Road
Staten
Island, New York 10314
|
||
(Address
of principal executive offices)
|
718-442-6272
|
(Issuer's
telephone number)
|
Check
whether the registrant (1) filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes No x this 10-Q makes us
current This 10Q makes us current.TH
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if an, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes No
x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
See definition of “accelerated filer” and “large accelerated filer” in Rule
12b-2 of the Exchange Act (Check one):
Large
Accelerated Filer¨
Accelerated Filer¨
Non-Accelerated Filer¨Smaller Reporting
Company x
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 157,686,483 shares of Common Stock, as of
November 10, 2009.
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Securities Exchange Act of 1934) (check one):
Yes No x
Transitional
Small Business Disclosure Format (check one): Yes No x
TIA
IV, INC.
|
||
FOR
THE QUARTER ENDED June 30, 2009
|
||
Page
|
||
PART
I – FINANCIAL INFORMATION
|
||
Item
1
|
Financial
Statements
|
|
Balance
Sheets as June 30, 2009 (Unaudited) and September 30, 2008
|
3
|
|
Condensed
Statements of Operations for the Nine Months Ended June 30, 2009
(unaudited) and June 30, 2008 (unaudited) the Nine Months Ended June 30,
2009 (unaudited) and June 30, 2008(unaudited)
|
4
|
|
Condensed
Statements of Cash Flows for the Nine Months Ended June 30, 2009
(Unaudited) and June 30, 2008 (Unaudited)
|
5
|
|
Notes
to Condensed Financial Statements
|
6
|
|
Item
2.
|
Management’s
Discussion and Analysis or Plan of Operation
|
11
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
11
|
Item
4.
|
Controls
and Procedures
|
11
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PART
II – OTHER INFORMATION
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||
Item
1.
|
Legal
Proceedings
|
12
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Item1a
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Risk
Factors
|
12
|
Item
2.
|
Unregistered
Sale of Equity Securities and Use of Proceeds
|
16
|
Item
3.
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Defaults
Upon Senior Securities
|
16
|
Item
4.
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Submission
of Matters to a Vote of Security Holders
|
16
|
Item
5.
|
Other
Information
|
16
|
Item
6.
|
Exhibits
|
17
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SIGNATURES
|
18
|
2
ITEM
I: FINANCIAL INFORMATION
TIA
IV, INC.
CONDENSED
BALANCE SHEETS
June 30, 2009
|
September 30, 2008
|
|||||||
(UNAUDITED)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
CASH
|
$ | 6,023 | $ | 1,093 | ||||
ACCOUNTS
RECEIVABLE
|
1,650 | - | ||||||
PREPAID
EXPENSES
|
67,309 | - | ||||||
TOTAL
CURRENT ASSETS
|
74,982 | 1,093 | ||||||
OTHER
ASSETS:
|
||||||||
PROPERTY
AND EQUIPMENT, NET
|
4,606 | - | ||||||
SECURITY
DEPOSIT
|
3,610 | - | ||||||
DEFERRED
FINANCING COSTS, NET
|
8,272 | - | ||||||
TOTAL
OTHER ASSETS
|
16,488 | - | ||||||
TOTAL
ASSETS
|
$ | 91,470 | $ | 1,093 | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIENCY
|
||||||||
CURRENT
LIABILITIES
|
||||||||
ACCOUNTS
PAYABLE
|
$ | 18,641 | $ | 11,298 | ||||
ACCRUED
INTEREST- RELATED PARTY
|
4,713 | - | ||||||
NOTE
PAYABLE - RELATED PARTY
|
13,000 | - | ||||||
LOANS
PAYABLE - STOCKHOLDERS
|
18,208 | 18,208 | ||||||
LOAN
PAYABLE - OTHERS
|
10,000 | 10,000 | ||||||
UNEARNED
REVENUES
|
171,309 | - | ||||||
TOTAL
CURRENT LIABILITIES
|
235,871 | 39,506 | ||||||
NOTE
PAYABLE - RELATED PARTY, LESS CURRENT PORTION
|
- | - | ||||||
TOTAL
LIABILITIES
|
235,871 | 39,506 | ||||||
STOCKHOLDERS'
DEFICIENCY
|
||||||||
Preferred
stock, $.0001 par value; 10,000,000 shares authorized -0- shares issued or
outstanding
|
- | - | ||||||
Common
stock, $.0001 par value; 250,000,000 shares authorized, 17,422,483 shares
issued and outstanding at June 30, 2009 and 16,390,628 shares issued and
outstanding as of September 30, 2008
|
1,742 | 1,639 | ||||||
Additional
Paid in Capital
|
49,160 | 14,957 | ||||||
Accumulated
deficit
|
(195,303 | ) | (55,009 | ) | ||||
TOTAL
STOCKHOLDERS' DEFICIENCY
|
(144,401 | ) | (38,413 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
|
$ | 91,470 | $ | 1,093 |
The
accompanying notes are an integral part of these Financial
Statements
3
TIA
IV, Inc
CONDENSED
STATEMENTS OF OPERATIONS
(UNAUDITED)
|
||||||||||||||||
For
the
Three
Months
Ended
June
30,
2009
|
For
the
Three
Months
Ended
June
30,
2008
|
For
the
Nine
Months
Ended
June
30,
2009
|
For
the
Nine
Months
Ended
June
30,
2008
|
|||||||||||||
MITIGATION
REVENUE
|
$ | 37,610 | $ | - | $ | 61,343 | $ | - | ||||||||
DEBT
NEGOTIATION REVENUE
|
7,204 | 7.754 | ||||||||||||||
TOTAL
REVENUES
|
44,814 | - | 69,097 | - | ||||||||||||
MITIGATION
COSTS
|
(15,244 | ) | - | (35,170 | ) | - | ||||||||||
GROSS
PROFIT
|
29,570 | - | 33,927 | - | ||||||||||||
EXPENSES:
|
||||||||||||||||
SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES
|
56,799 | 869 | 160,329 | 13,639 | ||||||||||||
INTEREST
EXPENSE
|
4,122 | 396 | 13,891 | 1,092 | ||||||||||||
TOTAL
EXPENSES
|
60,921 | 1,265 | 174,220 | 14,731 | ||||||||||||
NET
LOSS
|
$ | (31,351 | ) | $ | (1,265 | ) | $ | (140,293 | ) | $ | (14,731 | ) | ||||
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC AND
DILUTED
|
17,422,483 | 1,000,000 | 17,422,483 | 1,000,000 | ||||||||||||
NET
LOSS PER SHARE-BASIC AND DILUTED
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) |
The
accompanying notes are an integral part of these Financial
Statements
4
TIA
IV, INC.
CONDENSED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For
the Nine
Months Ended
June
30,
2009
|
For
the Nine
Months
Ended
June
30, 2008
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
NET
LOSS
|
$ | (140,293 | ) | $ | (14,731 | ) | ||
Adjustment
to reconcile net loss to net cash used in operating
activities
|
||||||||
Depreciation
Expense
|
884 | - | ||||||
Amortization
of Financing Costs
|
7,928 | - | ||||||
Stock
based compensation
|
11,620 | - | ||||||
Imputed
Interest
|
1,250 | 1,092 | ||||||
Changes
in Operating Assets and Liabilities
|
||||||||
Accounts
Receivable
|
(1,650 | ) | - | |||||
Prepaid
Expenses
|
(67,309 | ) | ||||||
Security
Deposits
|
(3,610 | ) | - | |||||
Accrued
Expenses
|
4,713 | - | ||||||
Accounts
Payable
|
7,343 | 8,608 | ||||||
Unearned
Revenues
|
171,309 | - | ||||||
Total
Adjustments
|
132,478 | 9,700 | ||||||
NET
CASH USED IN OPERATING ACTIVITIES
|
(7,815 | ) | (5,031 | ) | ||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase
of Property and Equipment
|
(3,990 | ) | - | |||||
NET
CASH USED IN INVESTING ACTIVITIES
|
(3,990 | ) | - | |||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds
from the sale of common stock
|
3,735 | - | ||||||
Proceeds
from Note Payable - Related Party
|
27,000 | - | ||||||
Repayment
of Note Payable - Related Party
|
(14,000 | ) | ||||||
Proceeds
from Loan Payable - Related Party
|
3,800 | 5,087 | ||||||
Repayment
of Loan Payable - Related Party
|
(3,800 | ) | ||||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
16,735 | 5,087 | ||||||
NET
(DECREASE) INCREASE IN CASH
|
4,930 | 56 | ||||||
CASH
- BEGINNING OF PERIOD
|
1,093 | 21 | ||||||
CASH
- END OF PERIOD
|
$ | 6,023 | $ | 77 |
The
accompanying notes are an integral part of these Financial
Statements
5
TIA IV,
INC.
NOTES TO
FINANCIAL STATEMENTS
NOTE
1 - Organization, Business and Operations
Tia IV,
Inc. (the “Company”) was incorporated in Delaware on August 17, 2006, with an
objective to acquire, or merge with, an operating business. On August
20, 2008
we entered into and consummated a Securities Purchase Agreement. Under the terms
of the Purchase Agreement, Ralph Porretti, Jim McAlinden and Peter Ng acquired
13,500,000 common shares of the Company at $.0001 per share. Our
certificate of incorporation and bylaws will continue to be those of the
Company. We will be governed by the corporate law of the State of Delaware. In
October 2008 the Company commenced operations in Staten Island, New York using
the DBA “National Mitigation Specialists”. The Company is a financial advisory
firm dedicated to assisting both homeowners and financial mortgage Institutions
in preventing foreclosures, and is doing business as National Mitigation
Specialists.
NOTE 2 Going
Concern
As of and
prior to September 30, 2008 the Company did not generate any revenues;
accordingly, the Company was considered a development stage enterprise as
defined in Financial Accounting Standards Board No. 7, "Accounting and Reporting
for Development Stage Companies." In October 2008 the Company emerged from a
development stage company by commencing operations.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As of June 30, 2009 the Company has not
generated positive cash flow from operations, and was until then, totally
dependent upon debt and equity funding to finance operations. Although the
Company believes that it will have sufficient liquidity to sustain its
operations for the next twelve months based on its current revenue projections
and its ability to manage costs, there is no assurance that such projections
will be met and will be sufficient. These factors raise substantial doubt about
the Company’s continued existence as a going concern. The accompanying financial
statements do not include any adjustments that might be necessary should the
Company be unable to continue as a going concern.
The
management plans on using cash flow from operations activities to fund the
Company. However management believes the Company will still be dependent upon
debt and equity funding to finance operations for at least the next twelve
months. There can be no assurances that the Company will be able to reverse its
operating losses or cash flow deficiencies.
NOTE
3 - Summary of Significant Accounting Policies
The
condensed financial statements included herein have been prepared by registrant
without audit pursuant to the rules and regulation of the Securities and
Exchange Commission. Although the registrant believes that the disclosures are
adequate to make the information presented not misleading, certain information
and footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations.
It is suggested that these financial statements be read in conjunction with the
audited financial statements and the notes thereto included in the registrant’s
report on Form 10-KSB for the year ended September 30, 2008 as filed with the
Securities and Exchange Commission
Effective October 1, 2007, the
Company adopted the provisions of FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109” (“FIN
No. 48”). FIN No. 48 clarifies the accounting for uncertainty in income taxes
recognized in a company’s financial statements and prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. For
those benefits to be recognized, a tax position must be more likely than not to
be sustained upon examination by taxing authorities.
Income
Taxes
In
accordance with FIN 48, interest costs related to unrecognized tax benefits are
required to be calculated (if applicable) and would be classified as “Interest
Expense” in the Statements of Operations. Penalties would be recognized as
component of “General and Administrative expenses”.
The
Company files income tax returns in the United States, State of Delaware, State
of New York, and The City of New York.
The
Adoption of the provision of FIN 48 did not have a material impact on the
Company’s financial position and results of operations. As of June 30, 2009 no
liability for unrecognized tax benefits was required to be
recorded.
The
Company utilizes the liability method of accounting for income taxes. Under the
liability method, deferred income taxes are determined based on the differences
between the bases of assets and liabilities for financial reporting and income
tax purposes. The Company recognized a deferred tax asset of approximately
$48,000 as of June 30, 2009, primarily relating to costs incurred during as a
development stage company. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which temporary differences become deductible. The Company considers projected
future taxable income and tax planning strategies in making this assessment. At
present, the Company does not have a history of income to conclude that is more
likely than not that the Company will be able to realize its tax
benefits; therefore, a valuation allowance of $48,000 was established for the
full value of the deferred tax asset. For the quarter ended June 30, 2009, the
valuation allowance increased by approximately $14,000. A valuation allowance
will be maintained until sufficient positive evidence exists to support the
reversal of any portion or all of the valuation allowance net of appropriate
reserves. Should the Company be profitable in the future periods with
supportable trends, the valuation allowance will be reversed
accordingly.
A
reconciliation of the expected federal statutory rate of 34% to the Company’s
actual rate as reported for each of the periods presented is as
follows:
Nine
Months
Ended
June
30,
2009
|
Nine
Months
Ended
June
30,
2008
|
|||||||
Expected
Statutory Rate
|
34.0 | % | 34.0 | % | ||||
State
income tax rate, net of federal benefit
|
7.1 | % | 7.1 | % | ||||
City
income tax rate, net of federal benefit
|
8.5 | % | 8.5 | % | ||||
49.6 | % | 49.6 | % | |||||
Valuation
Allowance
|
-49.6 | % | -49.6 | % | ||||
Net
Actual Rate
|
0.0 | % | 0.0 | % |
6
TIA IV,
INC.
NOTES TO
FINANCIAL STATEMENTS
NOTE
3 - Summary of Significant Accounting Policies (Continued)
Net
Loss Per Share of Common Stock
Basic and
diluted net loss per common share is computed by dividing the net loss by the
weighted-average number of shares of common stock outstanding during the
period.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
Recent
Accounting Standards
On
October, 2008, the FASB issued Staff Position No. 157-3, “Determining the Fair
Value of a Financial Asset When Market for that Asset is not “Active”, Effective
upon issuance, including prior periods for which financial statements have not
been issued. The Company is currently evaluating the effect that the adoption of
FSP of 157-3 will have on its results of operations and financial condition, but
does not expect it to have a material impact.
In
February 2008, the FASB issued Staff Position No. 157-2, Effective Date of FASB
Statement No. 157 (“FSP 157-2”) that defers the effective date of applying the
provisions of SFAS 157 to the fair value measurement of non-financial assets and
non-financial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (or at least annually),
until fiscal years beginning after November 15, 2008. The Company is
currently evaluating the effect that the adoption of FSP 157-2 will have on its
results of operations and financial condition, but does not expect it to have a
material impact.
In December 2007, the FASB
issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51,
(“SFAS 160”), which amends Accounting Research
Bulletin No. 51, Consolidated Financial Statements
(“ARB No. 51”) ,
to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. This
standard defines a noncontrolling interest, previously referred to as minority
interest, as the portion of equity in a subsidiary not attributable, directly or
indirectly, to a parent. SFAS 160 requires, among other items, that a
noncontrolling interest be included in the consolidated balance sheet within
equity separate from the parent’s equity; consolidated net income to be reported
at amounts inclusive of both the parent’s and noncontrolling interest’s shares
and, separately, the amounts of consolidated net income attributable to the
parent and noncontrolling interest all on the consolidated statement of income;
and if a subsidiary is deconsolidated, any retained noncontrolling equity
investment in the former subsidiary be measured at fair value and a gain or loss
be recognized in net income based on such fair value. SFAS 160 is effective
for fiscal years beginning after December 15, 2008, which corresponds to
the Company’s calendar year beginning January 1, 2009. The Company is
currently evaluating the effect that the adoption of SFAS 160 will have on its
results of operations and financial condition, but does not expect it to have a
material impact.
In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”
(“SFAS No. 141R”). SFAS 141R retains the fundamental requirements in
SFAS 141 that the acquisition method of accounting (which SFAS 141 called the
purchase method ) be used for all business combinations and for an acquirer to
be identified for each business combination. SFAS 141R also establishes
principles and requirements for how the acquirer: (a) recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any non-controlling interest in the acquiree;
(b) improves the completeness of the information reported about a business
combination by changing the requirements for recognizing assets acquired and
liabilities assumed arising from contingencies; (c) recognizes and measures
the goodwill acquired in the business combination or a gain from a bargain
purchase; and (d) determines what information to disclose to enable users
of the financial statements to evaluate the nature and financial effects of the
business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008 (for
acquisitions closed on or after January 1, 2009 for the Company). Early
application is not permitted. The Company is currently
evaluating the potential impact of adopting SFAS 141(R) on its financial
statements.
7
TIA IV,
INC.
NOTES TO
FINANCIAL STATEMENTS
NOTE
3 - Summary of Significant Accounting Policies (Continued)
Recent
Accounting Standards (Continued)
In February 2007, the FASB issued
SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities”
(“SFAS 159”). SFAS 159 provides companies with an option to report selected
financial assets and liabilities at fair value and establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. SFAS 159 is effective for fiscal years beginning after
November 15, 2007. The Company is in the process of evaluating the impact
of the adoption of this statement on the Company’s results of operations and
financial condition.
In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements. The new FASB rule defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, or GAAP, and expands disclosures about fair value
measurements. The statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. Management is currently evaluating the
impact, if any, to the financial condition or results of operations from the
adoption of SFAS No. 157.
NOTE
4 – Related Party
In
October and November 2008 the Company received loans from its Secretary totaling
$4,000. The loan is due on demand and has no stated interest rate. These loans
were repaid in March 2009.
NOTE
5 – Note Payable
During
October through December 2008 the Company received an unsecured note from an
unrelated party totaling $27,000. The Company is to pay $35,000, including
simple interest at the rate of 28% per annum on the unpaid balance, as follows:
$12,000 on or before April 1, 2009, $4000 of which was paid in March, 2009, with
the remaining $8000 paid in April, 2009, and $23,000 on or before April 1, 2010
and issued 540,000 shares of common stock. The stock was issued on December 23,
2008.
NOTE
6 – Stockholders Equity
Preferred
Stock
The
Company is authorized to issue 10,000,000 shares of preferred stock with such
designations, voting and other rights and preferences as may be determined from
time to time by the Board of Directors.
Common
Stock
During
April 2009, the Company issued 30,000 shares of common stock at $0.10 per share
totaling $3,000 for services rendered.
8
Organization
and Basis of Presentation
We are
currently a provider of debt mitigation services. The Company will receive
revenues from the collection of consulting fees paid by the clients for mortgage
and unsecured debt mitigation.
Information
Regarding Forward-Looking Statements
A number
of statements contained in this report are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties that could cause actual results to differ materially
from those expressed or implied in the applicable statements. You can identify
forward-looking statements by our use of the words such as “may”, “will”,
”should”, “could”, “expects”, “plans”, “intends” “anticipates”, believes”,
‘estimates”, “predicts”, “potential”, or “continue” or the negative or other
variations of these words. Or other comparable words or phrases. These
statements include, but are not limited to, statements regarding our ability to
complete our business objectives. These risks and uncertainties, but are not
limited to:
|
·
|
Our potential inability to obtain
additional financing
|
|
·
|
Our public securities’ limited
liquidity and trading
|
|
·
|
Our ongoing financial
performance
|
|
·
|
Our success in retaining or
recruiting, or changes required in, our officers or
directors.
|
Unless
otherwise required by applicable law, the Company assumes no obligation to
update any such forward-looking statements, or to update the reasons shy actual
results could differ from those projected in the forward-looking statements.
These risk factors are further described in our annual report Form 10-KSB for
the fiscal year ended September 30, 2008.
9
Critical Accounting
Policies
Use of
Estimates
The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States of America
requires management to make judgments, assumptions and estimates that affect the
amounts reported in our financial statements and accompanying notes. We base our
estimates and judgments on historical experience and on various other
assumptions that we believe are reasonable under the circumstances. However,
future events are subject to change, and the best estimates and judgments
routinely require adjustment. The amounts of assets and liabilities reported in
our balance sheet, and the amounts of revenues and expenses reported for each of
our fiscal periods, are affected by estimates and assumptions which are used
for, but not limited to income taxes. Actual results could differ from these
estimates.
Revenue Recognition
Policies
The
Company will derive its primary revenue from performing client services. Which
include mortgage mitigation and unsecured debt mitigation sources. Revenue
is recognized at the time the services to the client have been completed. Until
the services are completed, any funds received are held as Unrecognized
Revenues.
Comparison of Results of
Operations for the Nine Months Ended June 30, 2009 and 2008
Revenues
Revenues
for the three months ended June30, 2009 were $37,610 compared to $0 revenues for
the same period in 2008.
Operating
Expenses
General
and Administrative expenses increased for the three months ended June 30, 2009
by $59,356 when compared to the three months ended June 30, 2008. This increase
in our overall general and administrative expenses was primarily due to office
expenses, advertising expenses, contracting expenses, consulting fees and
interest expense
Net Loss
from Operations
We
incurred a net loss of $31,351 for the three months ended June 30, 2009 as
compared to a net loss of $1,265 for the three months ended June 30, 2008. This
increase was due to an increase in costs .primarily relating to general and
administrative expenses for the three months ended June 30,
2009.
10
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
Market
risk is the risk of loss from adverse changes in housing foreclosures and
government regulation. The Company’s market risk arises primarily from the fact
that the area in which we do business is highly competitive. We face competition
from the larger and more established companies, as well as the many smaller
companies throughout the country.
.
ITEM
4. CONTROLS AND PROCEDURES
The
Company's Chief Executive Officer is responsible for establishing and
maintaining disclosure controls and procedures for the Company.
Evaluation
of Disclosure Controls and
Procedures
|
Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the United States Securities
and Exchange Commission. Our Chief Executive Officer and Chief
Financial Officer have reviewed the effectiveness of our “disclosure controls
and procedures” (as defined in the Securities Exchange Act of 1934 Rules
13a-15(f) and 15d-15(f) as of the end of the period covered by this report and
have concluded that the disclosure controls and procedures are effective to
ensure that material information relating to the Company is recorded, processed,
summarized, and reported in a timely manner. There were no
significant changes or material weaknesses in our internal controls or in other
factors that could significantly affect these controls subsequent to the last
day they were evaluated by our Chief Executive Officer and Chief Financial
Officer.
Changes
in Internal Controls over Financial Reporting
There
have been no changes in the Company’s internal control over financial reporting
during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
11
PART
II OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
None.
ITEM
1A. RISK FACTORS
None.
UNLESS
WE CAN REVERSE OUR HISTORY OF LOSSES, WE MAY HAVE TO DISCONTINUE
OPERATIONS.
If we are
unable to achieve or sustain profitability, or if operating losses increase in
the future, we may not be able to remain a viable company and may have to
discontinue operations. Our expenses have historically exceeded our revenues and
we have had losses from inception, August 17, 2006 to June 30, 2009 totaling
$195,303. Our net losses were $140,293 and $14,731 for the nine months ended
June 30, 2009 and 2008 respectively.
12
WE
MAY NOT SUCCEED OR BECOME PROFITABLE.
We
will need to generate significant revenues to achieve profitability and we may
be unable to do so. Even if we do achieve profitability, we may not be able to
sustain or increase profitability in the future. We expect that our expenses
will continue to increase and there is no guarantee that we will not experience
operating losses and negative cash flow from operations for this fiscal year or
for the foreseeable future. If we do not achieve or sustain profitability, then
we may be unable to continue our operations.
WE WILL NEED ADDITIONAL CAPITAL
FINANCING IN THE FUTURE.
We may be
required to seek additional financing in the future to respond to increased
expenses or shortfalls in anticipated revenues, product response to competitive
pressures, develop new or enhanced products, or take advantage of unanticipated
acquisition opportunities. We cannot be certain we will be able to find such
additional financing on reasonable terms, or at all. If we are unable to obtain
additional financing when needed, we could be required to modify our business
plan in accordance with the extent of available
financing.
13
BECAUSE OUR OFFICERS AND DIRECTORS
ARE INDEMNIFIED AGAINST CERTAIN LOSSES, WE MAY BE EXPOSED TO COSTS ASSOCIATED
WITH LITIGATION.
If
our directors or officers become exposed to liabilities invoking the
indemnification provisions, we could be exposed to additional unreimbursable
costs, including legal fees. Our articles of incorporation and bylaws provide
that our directors and officers will not be liable to us or to any shareholder
and will be indemnified and held harmless for any consequences of any act or
omission by the directors and officers unless the act or omission constitutes
gross negligence or willful misconduct. Extended or protracted litigation could
have a material adverse effect on our cash flow.
THE REPORT OF OUR INDEPENDENT
AUDITORS INDICATES UNCERTAINTY CONCERNING OUR ABILITY TO CONTINUE AS A GOING
CONCERN .
Our
independent auditors report indicates that there is substantial doubt about our
ability to continue as a going concern. This may impair our ability to implement
our business plan, and we may never achieve significant revenues and therefore
remain a going concern.
POSSIBLE ISSUANCE OF ADDITIONAL
SHARES COULD DILUTE STOCKHOLDERS’ OWNERSHIP PERCENTAGE
We
currently have 17,422,483 Shares of common stock outstanding. There are
currently no other material plans, agreements, commitments or undertakings with
respect to the issuance of additional shares of common stock or securities
convertible into shares of our common stock. Additional shares could be issued
in the future, and the result of the issuance of additional shares would be to
further dilute the percentage ownership of our common stock held by our
stockholders.
14
IF
A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There
is currently no market for our common stock and no market may develop. We
currently plan to apply for listing of our common stock on the OTC Bulletin
Board. However, our shares may not be traded on the bulletin board or, if
traded, a public market may not materialize. If no market is ever developed for
our shares, it will be difficult for shareholders to sell their stock. In such a
case, shareholders may find that they are unable to achieve benefits from their
investment.
THE
BOARD OF DIRECTORS POWER TO ISSUE PREFERRED STOCK, COULD DILUTE THE OWNERSHIP OF
EXISTING SHAREHOLDERS AND THIS MAY INHIBIT POTENTIAL ACQUIRES OF THE
COMPANY.
Our
articles of organization grant the board of directors the power to issue
preferred stock with terms and conditions, including voting rights that they
deem appropriate. The exercise of the discretion of the board to issue preferred
stock and/or common stock could dilute the ownership rights and the voting
rights of current shareholders. In addition, this power could be used by the
Board to inhibit potential acquisitions by a third party.
THERE
IS NO PUBLIC MARKET FOR OUR COMMON STOCK.
Our
common stock currently is not publicly traded. However, a trading market for the
shares may develop in the future. If a public market does develop the public
market will establish trading prices for our common stock. An active public
market for our common stock may not develop or be sustained.
WE DO NOT INTEND TO PAY DIVIDENDS ON
OUR COMMON STOCK.
We have
never declared or paid any cash dividend on our capital stock. We currently
intend to retain any future earnings and do not expect to pay any dividends in
the foreseeable future. Any determination to pay dividends in the future will be
made at the discretion of our board of directors and will depend on our results
of operations, financial conditions, contractual restrictions, restrictions
imposed by applicable law and other factors our board deems relevant.
Shareholders must be prepared to rely on sales of their common stock after price
appreciation to earn an investment return, which may never occur. If our common
stock does not appreciate in value, or if our common stock loses value, our
stockholder may lose some or all of their investment in our shares.
An
investment in the Company is highly speculative in nature and involves an
extremely high degree of risk.
15
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM
5. OTHER INFORMATION
None.
16
PART
III EXHIBITS.
ITEM 6. EXHIBITS AND REPORTS ON FORM
8-K
The
following exhibits required by Item 601 of Regulation S-B are
attached.
Exhibit
No.
|
Description
|
|
3
|
Certificate
of Incorporation*
|
|
3.1
|
By-laws*
|
|
4.1
|
Form
of Common Stock Certificate*
|
|
31.1
|
Certification
of the Principal Executive Officer and Principal Financial
Officer of Registrant pursuant to Rule 13a-14(a)/15d-14(a) of
the Securities Exchange Act of 1934, as amended
|
|
32.1
|
Certification
of the Principal Executive Officer and Principal Financial
Officer of Registrant pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
*Previously
Submitted and incorporated by reference herein.
17
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TIA
IV, INC.
|
||
Date:
|
/s/
Ralph Porretti
|
|
Name:
Ralph Porretti
Title:
Chief Executive Officer and Director
)
|
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TIA
IV, INC.
|
||
Date:
|
/s/
Jim McAlinden
|
|
Name:
Jim McAlinden
Title:
President, Chief Financial Officer and
Director
|
18