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EX-32 - SECTION 906 CERTIFICATION - Stevia Corpex32.txt
EX-31 - SECTION 302 CERTIFICATION - Stevia Corpex31.txt

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the fiscal quarter ended September 30, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

           For the transition period from ___________ to _____________

                       Commission File Number: 333-152365


                           INTERPRO MANANGEMENT CORP.
           (Name of small business issuer as specified in its charter)

            Nevada                                                98-0537233
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                 601 Union Street, Two Union Square, 42nd floor
                            Seattle, Washington 98101
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (206) 652-3770

Indicate by check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 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 [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

The issuer had 2,280,000 shares of its common stock issued and outstanding as of
November 10, 2009.

AVAILABLE INFORMATION Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports that we file with the Securities and Exchange Commission, or SEC, are available at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy, and information statements and other information regarding reporting companies. 2
TABLE OF CONTENTS Page ---- PART I ITEM 1. Financial Statements 5 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 14 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 15 ITEM 4. Controls and Procedures 16 PART II ITEM 1. Legal Proceedings 18 ITEM 1A. Risk Factors 18 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 18 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 18 ITEM 4. Submission of Matters to a Vote of Security Holders 18 ITEM 5. Other Information 18 ITEM 6. Exhibits 18 3
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS USE OF NAMES In this quarterly report, the terms "Interpro," "Company," "we," or "our," unless the context otherwise requires, mean Interpro Management Corp. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company's current expectations, plans, objectives, assumptions, or forecasts of future events. All statements other than statements of current or historical fact contained in this annual report, including statements regarding the Company's future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "anticipate," "estimate," "plans," "potential," "projects," "ongoing," "expects," "management believes," "we believe," "we intend," and similar expressions. These statements are based on the Company's current plans and are subject to risks and uncertainties, and as such the Company's actual future activities and results of operations may be materially different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this annual report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties, and assumptions due to a number of factors, including: * dependence on key personnel; * competitive factors; * degree of success of research and development programs; * the operation of our business; and * general economic conditions in the United States, the Philippines and other locations in Asia. These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this Quarterly Report. 4
PART I ITEM 1. FINANCIAL STATEMENTS. Interpro Management Corp. (A Development Stage Company) Balance Sheets September 30, March 31, 2009 2009 -------- -------- (Unaudited) Assets Cash $ 5,509 $ 30,864 Prepaid expenses 1,140 230 -------- -------- Total Current Assets 6,649 31,094 -------- -------- Total Assets $ 6,649 $ 31,094 ======== ======== Liabilities and Stockholders' Equity (Deficit) Current Liabilities Accounts payable and accrued liabilities $ 7,750 $ 9,250 Due to related party 3,938 3,838 -------- -------- Total Current Liabilities 11,688 13,088 -------- -------- Total Liabilities 11,688 13,088 -------- -------- Stockholders' Equity (Deficit) Common stock at $0.0001 par value: 100,000,000 shares authorized; 2,280,000 shares issued and outstanding 2,280 2,280 Additional paid in capital 51,720 51,720 Deficit accumulated during the development stage (59,039) (35,994) -------- -------- Total Stockholders' Equity (Deficit) (5,039) 18,006 -------- -------- Total Liabilities and Stockholders' Equity (Deficit) $ 6,649 $ 31,094 ======== ======== See accompanying notes to financial statements 5
Interpro Management Corp. (A Development Stage Company) Statements of Operations (Unaudited) For the Period from For Three For Three For Six For Six May 21, 2007 Months Ended Months Ended Months Ended Months Ended (Inception) to September 30, September 30, September 30, September 30, September 30, 2009 2008 2009 2008 2009 ----------- ----------- ----------- ----------- ----------- Revenue $ -- $ -- $ -- $ -- $ -- ----------- ----------- ----------- ----------- ----------- Expenses Legal and accounting 500 11,500 17,813 12,500 37,814 Software and web design -- -- -- -- 3,500 General and administrative 2,469 1,079 5,232 2,119 17,725 ----------- ----------- ----------- ----------- ----------- Total expenses 2,969 12,579 23,045 14,619 59,039 Provision for income taxes -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- Net loss $ (2,969) $ (12,579) $ (23,045) $ (14,619) $ (59,039) =========== =========== =========== =========== =========== Net loss per common share - basic and diluted $ (0.00) $ (0.01) $ (0.01) $ (0.01) =========== =========== =========== =========== Weighted common shares outstanding - basic and diluted 2,280,000 1,600,000 2,280,000 1,600,000 =========== =========== =========== =========== See accompanying notes to financial statements 6
Interpro Management Corp. (A Development Stage Company) Statements of Stockholders' Equity (Deficit) For the period from May 21, 2007 (Inception) through September 30, 2009 (Unaudited) Accumulated Deficit Additional During Common Stock Paid in Development Shares Amount Capital Stage Total ------ ------ ------- ----- ----- Balance, May 21, 2007 (date of inception) -- $ -- $ -- $ -- $ -- Shares issued to founder on May 21, 2007 @ $0.0125 per share (par value $0.001 per share) 1,600,000 1,600 18,400 -- 20,000 Net (loss) for the period from inception on May 21, 2007 to March 31, 2008 -- -- -- (9,626) (9,626) --------- ------- -------- --------- -------- Balance, March 31, 2008 1,600,000 1,600 18,400 (9,626) 10,374 Private placement on February 10, 2009 @ $0.05 pe share (par value $0.001 per share) 680,000 680 33,320 -- 34,000 Net loss -- -- -- (26,368) (26,368) --------- ------- -------- --------- -------- Balance, March 31, 2009 2,280,000 2,280 51,720 (35,994) 18,006 Net loss -- -- -- (23,045) (23,045) --------- ------- -------- --------- -------- Balance, September 30, 2009 2,280,000 $ 2,280 $ 51,720 $ (59,039) $ (5,039) ========= ======= ======== ========= ======== See accompanying notes to financial statements 7
Interpro Management Corp. (A Development Stage Company) Statements of Cash Flows (Unaudited) For the Period from For Six For Six May 21, 2007 Months Ended Months Ended (Inception) to September 30, September 30, September 30, 2009 2008 2009 -------- -------- -------- Cash Flows from Operating Activities: Net loss $(23,045) $(14,619) $(59,039) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities Increase in prepaid expenses (910) (483) (1,140) Increase (decrease) in accounts payable and accrued liabilities (1,500) (1,000) 7,750 -------- -------- -------- Net Cash Used in Operating Activities (25,455) (16,102) (52,429) -------- -------- -------- Cash Flows from Financing Activities: Increase in due to stockholder 100 639 3,938 Proceeds from sale of stock -- -- 54,000 -------- -------- -------- Net Cash Provided By Financing Activities 100 639 57,938 -------- -------- -------- NET CHANGE IN CASH (25,355) (15,463) 5,509 CASH AT BEGINNING OF PERIOD 30,864 20,073 -- -------- -------- -------- CASH AT END OF PERIOD $ 5,509 $ 4,610 $ 5,509 ======== ======== ======== See accompanying notes to financial statements 8
Interpro Management Corp. (A Development Stage Company) September 30, 2009 Notes to Financial Statements (Unaudited) NOTE 1 - NATURE OF OPERATIONS Interpro Management Corp ("the Company"), incorporated in the state of Nevada on May 21, 2007, is a company with business activities focused on developing and offering web based software that will be designed to be an online project management tool used to enhance an organization's efficiency through planning and monitoring the daily operations of a business. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying interim financial statements for the three and six months ended September 30, 2009, the three and nine months ended September 30, 2008, and the period from May 21, 2007 (Inception) through September 30, 2009 are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations realized during an interim period are not necessarily indicative of results to be expected for a full year. These financial statements should be read in conjunction with the information filed on Form 10-K which was filed with the SEC on June 30, 2009. DEVELOPMENT STAGE COMPANY The Company is a development stage company as defined by section 810-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's exploration stage activities. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles of the United States 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 the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. FISCAL YEAR END The Company elected March 31 as its fiscal year ending date. 9
CASH EQUIVALENTS The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amounts of the Company's financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities, approximate their fair values because of the short maturity of these instruments. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at September 30, 2009 or 2008, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the interim period ended September 30, 2009 or 2008. INCOME TAXES The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification ("Section 740-10-25").. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, 10
the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. NET LOSS PER COMMON SHARE Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of September 30, 2009 or 2008. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In June 2003, the Securities and Exchange Commission ("SEC") adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"), as amended by SEC Release No. 33-9072 on October 13, 2009. Commencing with its annual report for the fiscal year ending March 31, 2011, the Company will be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement * of management's responsibility for establishing and maintaining adequate internal control over its financial reporting; * of management's assessment of the effectiveness of its internal control over financial reporting as of year end; and * of the framework used by management to evaluate the effectiveness of the Company's internal control over financial reporting. Furthermore, it is required to file the auditor's attestation report separately on the Company's internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting. In June 2009, the FASB approved the "FASB Accounting Standards Codification" (the "Codification") as the single source of authoritative nongovernmental U.S. GAAP to be launched on July 1, 2009. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered non-authoritative. The Codification is effective for interim and annual periods ending after September 15, 2009. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows. In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-04 "ACCOUNTING FOR REDEEMABLE EQUITY INSTRUMENTS - AMENDMENT TO SECTION 480-10-S99" which represents an update to section 480-10-S99, distinguishing liabilities from equity, per EITF Topic D-98, CLASSIFICATION AND MEASUREMENT OF REDEEMABLE 11
SECURITIES. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows. In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-05 "FAIR VALUE MEASUREMENT AND DISCLOSURES TOPIC 820 - MEASURING LIABILITIES AT FAIR VALUE", which provides amendments to subtopic 820-10, Fair Value Measurements and Disclosures - Overall, for the fair value measurement of liabilities. This Update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: 1. A valuation technique that uses: a. The quoted price of the identical liability when traded as an asset b. Quoted prices for similar liabilities or similar liabilities when traded as assets. 2. Another valuation technique that is consistent with the principles of topic 820; two examples would be an income approach, such as a present value technique, or a market approach, such as a technique that is based on the amount at the measurement date that the reporting entity would pay to transfer the identical liability or would receive to enter into the identical liability. The amendments in this Update also clarify that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The amendments in this Update also clarify that both a quoted price in an active market for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows. In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-08 "EARNINGS PER SHARE - AMENDMENTS TO SECTION 260-10-S99",which represents technical corrections to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, COMPUTATION OF EARNINGS PER SHARE FOR A PERIOD THAT INCLUDES A REDEMPTION OR AN INDUCED CONVERSION OF A PORTION OF A CLASS OF PREFERRED STOCK and EITF Topic D-42, THE EFFECT OF THE CALCULATION OF EARNINGS PER SHARE FOR THE REDEMPTION OR INDUCED CONVERSION OF PREFERRED STOCK. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows. In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-09 "ACCOUNTING FOR INVESTMENTS-EQUITY METHOD AND JOINT VENTURES AND ACCOUNTING FOR EQUITY-BASED PAYMENTS TO NON-EMPLOYEES". This Update represents a correction to Section 323-10-S99-4, ACCOUNTING BY AN INVESTOR FOR STOCK-BASED COMPENSATION GRANTED TO EMPLOYEES OF AN EQUITY METHOD INVESTEE. Additionally, it adds observer comment ACCOUNTING RECOGNITION FOR CERTAIN TRANSACTIONS INVOLVING EQUITY INSTRUMENTS GRANTED TO OTHER THAN EMPLOYEES to the Codification. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows. In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-12 "FAIR VALUE MEASUREMENTS AND DISCLOSURES TOPIC 820 - INVESTMENT IN CERTAIN ENTITIES THAT CALCULATE NET ASSETS VALUE PER SHARE (OR ITS EQUIVALENT)", which provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity's measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this Update, such as the 12
nature of any restrictions on the investor's ability to redeem its investments a the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be make by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in U.S. GAAP on investments in debt and equity securities in paragraph 320-10-50-1B. The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. NOTE 3 - GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $59,039 at September 30, 2009, a net loss from operations of $23,045 and net cash used in operations of $25,455 for the interim period ended September 30, 2009, respectively. While the Company is attempting to generate sufficient revenues, the Company's cash position may not be enough to support the Company's daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate sufficient revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 4 - DUE TO RELATED PARTY The amount owing to the related party, stockholder, is unsecured, non-interest bearing and has no specific terms of repayment. NOTE 5 - SUBSEQUENT EVENTS The Company has evaluated all events that occur after the balance sheet date through November 12, 2009, the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed. 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. OVERVIEW We are a development stage company with limited operations and no revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt as to whether we can continue as an ongoing business for the next twelve months. We do not anticipate that we will generate revenues until we have completed development and deployment of our web-based software product. Accordingly, we must raise cash from sources other than our operations in order to implement our marketing plan. In our management's opinion, there is a market need for web-based software that is a time and task management tool. We believe that our current funding will allow us to begin our product development, market our website, and remain in business for twelve months. We hope to begin to generate revenues in fiscal year 2010. If we are unable to generate revenues in fiscal year 2010 for any reason, we may have to suspend or cease operations. At the present time, we have not made any arrangements to raise additional cash. PLAN OF OPERATION Our plan of operation is to commence our software development activities. Once we complete the prototype stage we will be able to test the product and start actual development of the software. This will include writing the code, database design and implementation and testing. We intend to focus on building a strong web presence. We plan to achieve this by designing a website. We plan to then achieve a web presence by using search engine optimization tools including key word strategies and link exchanges with industry related websites. We will continue to market our website and our product on an ongoing basis. RESULTS OF OPERATIONS REVENUES We had no revenues for the period from May 21, 2007 (date of inception) through September 30, 2009. EXPENSES Our expenses for the three and six months ended September 30, 2009 were $23,045 and $2,969 and since our inception were $59,039. These expenses were comprised primarily of general and administrative, and legal and accounting expenses, as well as banking fees. 14
NET LOSS Our net loss for the three and six months ended September 30, 2009 was $2,969 and $23,045. During the period from May 21, 2007 (date of inception) through September 30, 2009, we incurred a net loss of $59,039. This loss consisted primarily of administrative expenses. Since inception, we have sold 2,280,000 shares of common stock. LIQUIDITY AND CAPITAL RESOURCES Our balance sheet as of September 30, 2009, reflects assets of $6,649. Cash and cash equivalents from inception to date have been insufficient to provide the working capital necessary to operate to date. We anticipate generating losses and, therefore, may be unable to continue operations in the future. If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. GOING CONCERN CONSIDERATION The financial statements contained herein for the fiscal quarter ended September 30, 2009, have been prepared on a "going concern" basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. There is a significant risk that we will be unable to continue as a going concern. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. None. 15
ITEM 4. CONTROLS AND PROCEDURES. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: - Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; - Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and - Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As of September 30, 2009 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight 16
in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of September 30, 2009. Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. MANAGEMENT'S REMEDIATION INITIATIVES In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. We anticipate that these initiatives will be at least partially, if not fully, implemented by March 31, 2010. Additionally, we plan to test our updated controls and remediate our deficiencies by March 31, 2010. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. 17
PART II ITEM 1. LEGAL PROCEEDINGS. None. ITEM 1A. RISK FACTORS. There have been no material changes from the risk factors disclosed in our S-1 filed on May 28, 2008. 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. ITEM 6. EXHIBITS. Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation. (Attached as an exhibit to our Registration Statement on Form S-1 originally filed with the SEC on July 16, 2008, and incorporated herein by reference.) 3(ii) Bylaws. (Attached as an exhibit to our Registration Statement on Form S-1 originally filed with the SEC on July 16, 2008, and incorporated herein by reference.) 31 Certification of Mohanad Shurrab pursuant to Rule 13a-14(a). 32 Certification of Mohanad Shurrab pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 18
SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. INTERPRO MANANGEMENT CORP. By: /s/ Mohanad Shurrab ----------------------------------------- Mohanad Shurrab, President, Treasurer and Director Principal Executive and Financial Officer Date: November 12, 2009 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated. Signatures Title Date ---------- ----- ---- /s/ Mohanad Shurrab President, Treasurer November 12, 2009 ------------------------------ and Director Mohanad Shurrab 1