Attached files
file | filename |
---|---|
EX-32.1 - CERTIFICATIONS PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - Expedite 4 Inc | f10q1209ex32_expedite4.htm |
EX-31.1 - CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - Expedite 4 Inc | f10q1209ex31_expedite4.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
FORM
10-Q
_______________
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended December 31, 2009
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the transition period from
______to______.
EXPEDITE
4, INC.
(Exact
name of registrant as specified in Charter
Delaware
|
000-52866
|
|||
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employee Identification No.)
|
212
Carnegie Center, #206
Princeton,
NJ 08540
(Address
of Principal Executive Offices)
_______________
(609)
524-2560
(Issuer
Telephone number)
_______________
(Former
Name or Former Address if Changed Since Last Report)
Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes x No o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, 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 o No o
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 o Accelerated
Filer o Non-Accelerated
Filer o 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 o
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of January 27, 2010: 100,000 shares of common stock.
EXPEDITE
4, INC.
FORM
10-Q
December
31, 2009
INDEX
PART
I-- FINANCIAL INFORMATION
Item
1.
|
Financial
Statements
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition
|
Item
3
|
Quantitative
and Qualitative Disclosures About Market Risk
|
Item
4
|
Control
and Procedures
|
PART
II-- OTHER INFORMATION
Item
1
|
Legal
Proceedings
|
Item
1A
|
Risk
Factors
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
Item
3.
|
Defaults
Upon Senior Securities
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
Item
5.
|
Other
Information
|
Item
6.
|
Exhibits
|
SIGNATURE
EXPEDITE
4, INC.
(A
DEVELOPMENT STAGE COMPANY)
FINANCIAL
STATEMENTS
AS OF
DECEMBER 31, 2009
Expedite
4, Inc.
(a
development stage company)
Financial
Statements Table of Contents
FINANCIAL
STATEMENTS
|
Page
#
|
Balance
Sheet
|
F-1
|
Statement of Operations and
Retained Deficit
|
F-2
|
Statement of Stockholders
Equity
|
F-3
|
ash
Flow
Statement
|
F-4
|
Notes
to the Financial Statements
|
F-5
|
Expedite
4, Inc.
|
||||||||
(a
development stage company)
|
||||||||
BALANCE
SHEETS
|
||||||||
As
of December 31, 2009 and September 30, 2009
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
12/31/2009
|
9/30/2009
|
||||||
Cash
|
$ | - | $ | - | ||||
Total
Current Assets
|
- | - | ||||||
TOTAL
ASSETS
|
$ | - | $ | - | ||||
LIABILITIES AND STOCKHOLDER'S
EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accrued Expenses
|
$ | 1,250 | $ | 750 | ||||
Total
Current Liabilities
|
1,250 | 750 | ||||||
TOTAL
LIABILITIES
|
1,250 | 750 | ||||||
STOCKHOLDER'S EQUITY
|
||||||||
Preferred
Stock - Par value $0.001
|
||||||||
Authorized:
50,000,000
|
||||||||
Issued
& Outstanding: None
|
- | - | ||||||
Common
Stock - Par value $0.001;
|
||||||||
Authorized:
200,000,000
|
||||||||
Issued
and Outstanding: 100,000
|
100 | 100 | ||||||
Additional
Paid-In Capital
|
4,250 | 4,250 | ||||||
Accumulated
Deficit
|
(5,600 | ) | (5,100 | ) | ||||
Total
Stockholder's Equity
|
(1,250 | ) | (750 | ) | ||||
TOTAL
LIABILITIES AND EQUITY
|
$ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements.
F-1
Expedite
4, Inc.
|
||||||||||||
(a
development stage company)
|
||||||||||||
STATEMENT
OF OPERATIONS
|
||||||||||||
For
the three months ending December 31, 2009 and 2008
|
||||||||||||
And
from inception (September 27, 2007) through December 31,
2009
|
||||||||||||
3
months
|
3
months
|
|||||||||||
ending
|
ending
|
FROM
|
||||||||||
12/31/2009
|
12/31/2008
|
INCEPTION
|
||||||||||
REVENUE
|
$ | - | $ | - | $ | - | ||||||
COST OF SERVICES
|
- | - | - | |||||||||
GROSS PROFIT OR (LOSS)
|
- | - | - | |||||||||
GENERAL AND ADMINISTRATIVE
EXPENSES
|
500 | 500 | 5,600 | |||||||||
NET INCOME (LOSS)
|
(500 | ) | (500 | ) | (5,600 | ) | ||||||
ACCUMULATED DEFICIT, BEGINNING
BALANCE
|
(5,100 | ) | (2,850 | ) | - | |||||||
ACCUMULATED DEFICIT, ENDING
BALANCE
|
$ | (5,600 | ) | $ | (3,350 | ) | $ | (5,600 | ) | |||
Earnings (loss) per share
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
Weighted average number of common
shares
|
100,000 | 100,000 | ||||||||||
The
accompanying notes are an integral part of these financial
statements.
F-2
Expedite
4, Inc.
|
||||||||||||||||||||
(a
development stage company)
|
||||||||||||||||||||
STATEMENT
OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||
From
inception (September 27, 2007) through December 31, 2009
|
||||||||||||||||||||
COMMON
|
PAID
|
ACCUM.
|
TOTAL
|
|||||||||||||||||
SHARES
|
STOCK
|
IN
CAPITAL
|
DEFICIT
|
EQUITY
|
||||||||||||||||
Stock
issued on acceptance
|
||||||||||||||||||||
of
incorporation expenses
|
||||||||||||||||||||
September
27, 2007
|
100,000 | $ | 100 | $ | - | $ | - | $ | 100 | |||||||||||
Net
Loss
|
(600 | ) | (600 | ) | ||||||||||||||||
Total,
September 30, 2007
|
100,000 | 100 | - | (600 | ) | (500 | ) | |||||||||||||
Net
Loss
|
(2,250 | ) | (2,250 | ) | ||||||||||||||||
Total,
September 30, 2008
|
100,000 | $ | 100 | $ | - | $ | (2,850 | ) | $ | (2,750 | ) | |||||||||
In-Kind
Contribution
|
4,250 | 4,250 | ||||||||||||||||||
Net
Loss
|
(2,250 | ) | (2,250 | ) | ||||||||||||||||
Total,
September 30, 2009
|
100,000 | $ | 100 | $ | 4,250 | $ | (5,100 | ) | $ | (750 | ) | |||||||||
Net
Loss
|
(500 | ) | (500 | ) | ||||||||||||||||
Total,
December 31, 2009
|
100,000 | $ | 100 | $ | 4,250 | $ | (5,600 | ) | $ | (1,250 | ) |
The
accompanying notes are an integral part of these financial
statements.
F-3
Expedite
4, Inc.
|
||||||||||||
(a
development stage company)
|
||||||||||||
STATEMENTS
OF CASH FLOWS
|
||||||||||||
For
the three months ending December 31, 2009 and 2008
|
||||||||||||
From
inception (September 27, 2007) through December 31, 2009
|
||||||||||||
3
months
|
3
months
|
|||||||||||
ending
|
ending
|
FROM
|
||||||||||
CASH FLOWS FROM OPERATING
ACTIVITIES
|
12/31/2009
|
12/31/2008
|
INCEPTION
|
|||||||||
Net income
(loss)
|
$ | (500 | ) | $ | (500 | ) | $ | (5,600 | ) | |||
Stock issued as
compensation
|
- | - | 100 | |||||||||
In-Kind
Contribution
|
4,250 | - | 8,500 | |||||||||
Increase (Decrease)
in Accrued Expenses
|
(2,000 | ) | 2,250 | (1,250 | ) | |||||||
Total
adjustments to net income
|
2,250 | 2,250 | 7,350 | |||||||||
Net cash provided
by (used in) operating activities
|
1,750 | 1,750 | 1,750 | |||||||||
CASH FLOWS FROM INVESTING
ACTIVITIES
|
||||||||||||
None
|
- | - | - | |||||||||
|
||||||||||||
Net cash flows
provided by (used in) investing activities
|
- | - | - | |||||||||
CASH FLOWS FROM FINANCING
ACTIVITIES
|
||||||||||||
None
|
- | - | - | |||||||||
Net cash flows
provided by (used in) financing activities
|
- | - | - | |||||||||
CASH RECONCILIATION
|
||||||||||||
Net increase
(decrease) in cash
|
1,750 | 1,750 | 1,750 | |||||||||
Cash - beginning
balance
|
- | - | - | |||||||||
CASH BALANCE - END OF
PERIOD
|
$ | 1,750 | $ | 1,750 | $ | 1,750 | ||||||
The
accompanying notes are an integral part of these financial
statements.
F-4
EXPEDITE
4, INC.
(a
development stage company)
NOTES
TO FINANCIAL STATEMENTS
1. Summary of significant accounting
policies:
Industry:
Expedite
4, Inc. (the Company), a Company incorporated in the state of Delaware
as of September 27, 2007 plans to locate and negotiate with a business
entity
for the combination of that target company with The Company. The combination
will normally take the form of a merger, stock-for-stock exchange or
stock-
for-assets exchange. In most instances the target company will wish to
structure
the business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that The Company will be successful
in
locating or negotiating with any target company.
The
Company has been formed to provide a method for a foreign or domestic
private
company to become a reporting ("public") company whose securities are
qualified
for trading in the United States secondary market.
The
Company has adopted its fiscal year end to be September 30.
Results
of Operations and Ongoing Entity:
The
Company is considered to be an ongoing entity for accounting purposes; however,
there is
substantial doubt as to the Company’s ability to continue as a going
concern.
The Company's shareholders fund any shortfalls in The Company's cash flow
on a day
to day basis during the time period that The Company is in the development
stage.
Liquidity
and Capital Resources:
In
addition to the stockholder funding capital shortfalls; The Company anticipates
interested investors that intend to fund the Company's growth once a business is
located.
Cash
and Cash Equivalents:
The Company considers cash on hand and amounts on deposit with financial institutions which have original maturities of three months or less to be cash and cash equivalents.
Basis
of Accounting:
The
Company's financial statements are prepared in accordance with U.S. generally
accepted
accounting principles.
F-5
Income
Taxes:
The
Company utilizes the asset and liability method to measure and record
deferred
income tax assets and liabilities. Deferred tax assets and
liabilities
reflect the future income tax effects of temporary differences between
the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases and are measured using enacted tax rates
that apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Deferred tax assets are reduced
by a valuation allowance when in the opinion of management, it is more
likely
than not that some portion or all of the deferred tax assets will not be
realized.
At this time, The Company has set up an allowance for deferred taxes
as there
is no company history to indicate the usage of deferred tax assets and
liabilities.
The
income tax payable that was accrued for the years ended September 30, 2009 and
2008 was offset by the Company’s net operating loss carry-forward, therefore;
the provisions for income tax in the income statement is $0. The Company has net
operating loss carry-forwards that were derived solely from operating losses.
These amounts can be carried forward to be used to offset future income for tax
purposes for a period of 20 years for each year’s loss. The accounting for these
losses derives a deferred tax asset for the period from inception ended December
31, 2009 of $1,120.
No
provision was made for federal income tax since the Company has significant net
operating losses. From inception through December 31, 2009, the Company incurred
net operating losses for tax purposes of approximately $5,600. The availability
of the Company’s net operating loss carry-forwards are subject to limitation if
there is a 50% or more positive change in the ownership of the Company’s stock.
The provision for income taxes consists of the federal and state minimum tax
imposed on corporations.
Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets as of December 31, 2009 are as
follows:
Deferred
tax assets:
|
||||
Federal
net operating loss
|
$
|
840
|
||
State
net operating loss
|
280
|
|||
Total
deferred tax assets
|
1,120
|
|||
Less
valuation allowance
|
(1,120
|
)
|
||
$
|
--
|
The
Company has provided a 100% valuation allowance on the deferred tax assets at
December 31, 2009 to reduce such asset to zero, since there is no assurance that
the Company will generate future taxable income to utilize such asset.
Management will review this valuation allowance requirement periodically and
make adjustments as warranted.
F-6
The reconciliation of the effective income tax rate to the federal statutory rate for the period ended December 31, 2009 is as follows:
2009
|
||||
Federal
income tax rate
|
(15.0
|
%)
|
||
State
tax, net of federal benefit
|
(5.0
|
%)
|
||
Increase
in valuation allowance
|
20.0
|
%
|
||
Effective
income tax rate
|
0.0
|
%
|
Fair
Value of Financial Instruments:
The
Company's financial instruments may include cash and cash equivalents,
short-term
investments, accounts receivable, accounts payable and liabilities to banks
and shareholders. The carrying amount of long-term debt to banks approximates
fair value based on interest rates that are currently available to The
Company for issuance of debt with similar terms and remaining maturities.
The
carrying amounts of other financial instruments approximate their fair
value
because of short-term maturities.
Concentrations
of Credit Risk:
Financial
instruments which potentially expose The Company to concentrations of credit
risk consist principally of operating demand deposit accounts. The Company's
policy is to place its operating demand deposit accounts with high credit
quality financial institutions. At this time The Company has no deposits
that are
at risk.
2. Related Party Transactions and Going
Concern:
The
Company's financial statements have been presented on the basis that it is a
going
concern in the development stage, which contemplates the realization of
assets
and the satisfaction of liabilities in the normal course of business. At
this time
The Company has not identified the business that it wishes to engage
in.
The
Company's shareholder funds The Company's activities while The Company takes
steps to
locate and negotiate with a business entity for combination; however,
there can
be no assurance these activities will be successful.
3. Accounts Receivable and Customer
Deposits:
Accounts
receivable and Customer deposits do not exist at this time and therefore;
have no allowances accounted for or disclosures made.
4. Use of Estimates:
Management
uses estimates and assumptions in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates
and assumptions affect the reported amounts of assets and liabilities,
the
disclosure of contingent assets and liabilities, and the reported revenue
and
expenses. Management has no reason to make estimates at this time.
F-7
5. Revenue and Cost
Recognition:
The
Company uses the accrual basis of accounting in accordance with generally
accepted
accounting principles for financial statement reporting.
6. Accrued Expenses:
Accrued
expenses consist of accrued legal, accounting and office costs during
this
stage of the business.
7. Operating Lease
Agreements:
The
Company has no agreements at this time.
8. Stockholder's Equity:
Preferred
stock includes 50,000,000 shares authorized at a par value of $0.001,
of which
none are issued or outstanding.
Common
Stock includes 200,000,000 shares authorized at a par value of $0.001, of
which
100,000 have been issued for the amount of $100 on September 27, 2007 in
acceptance
of the incorporation expenses for the Company.
9. Required Cash Flow Disclosure for Interest
and Taxes Paid:
Company
issued 100,000 common shares of stock to its sole shareholder in acceptance
of the incorporation expenses for the Company.
10. Earnings Per Share:
Basic
earnings per share ("EPS") is computed by dividing earnings available to
common
shareholders by the weighted-average number of common shares outstanding
for the
period as required by the Financial Accounting Standards Board (FASB)
under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares".
Diluted EPS reflects the potential dilution of securities that could
share in
the earnings.
11. Subsequent Events:
None
known at this time.
F-8
Item
2. Management’s Discussion and Analysis
or Plan of Operation
The
following plan of operation provides information which management believes is
relevant to an assessment and understanding of our results of operations and
financial condition. The discussion should be read along with our financial
statements and notes thereto. The following discussion and analysis contains
forward-looking statements, which involve risks and uncertainties. Our actual
results may differ significantly from the results, expectations and plans
discussed in these forward-looking statements.
Plan of
Operation
We are
continuing our efforts to locate a merger candidate for the purpose of a merger.
It is possible that we will be successful in locating such a merger candidate
and closing such merger. However, if we cannot effect a non-cash acquisition, we
may have to raise funds from a private offering of our securities under Rule 506
of Regulation D. There is no assurance we would obtain any such equity funding.
We are currently in negotiations with a potential merger
candidate. However at this time no agreement has been entered into
and there is no assurance that this transaction will be completed.
Results of
Operation
We have
not had any operating income since inception. For the three months
ended December 31, 2009 we incurred a net loss of $500 and since inception we
have incurred a net loss of $5,600. Expenses from inception were comprised of
costs mainly associated with legal, accounting and office expense.
Liquidity and Capital
Resources
At
December 30, 2009, we had no capital resources and will rely upon the issuance
of common stock and additional capital contributions from shareholders to fund
administrative expenses pending acquisition of an operating
company. However, our shareholders are under no obligation to provide
such funding. Management
anticipates seeking out a target company through solicitation. Such solicitation
may include newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment bankers, financial
advisors and similar persons, the use of one or more World Wide Web sites and
similar methods. No estimate can be made as to the number of persons who will be
contacted or solicited. Management may engage in such solicitation directly or
may employ one or more other entities to conduct or assist in such solicitation.
Management and its affiliates will pay referral fees to consultants and others
who refer target businesses for mergers into public companies in which
management and its affiliates have an interest. Payments are made if a business
combination occurs, and may consist of cash or a portion of the stock in
the Company retained by management and its affiliates, or both.
As
reflected in the accompanying financial statements, the Company is in the
development stage with no operations have a net loss of $5,600 from inception,
and used no cash in operations for the period from September 27, 2007(inception)
to December 31, 2009. This raises substantial doubt about its ability to
continue as a going concern. The ability of the Company to continue as a going
concern is dependent on the Company's ability to raise additional capital and
implement its business plan. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern
Sheila
Hunter will supervise the search for target companies as potential candidates
for a business combination. Sheila Hunter will pay, at her own expense, any
costs she incurs in supervising the search for a target company. Sheila Hunter
may enter into agreements with other consultants to assist in locating a target
company and may share stock received by it or cash resulting from the sale of
its securities with such other consultants. Sheila Hunter controls us and
therefore has the authority to enter into any agreement binding us. Sheila
Hunter as our sole officer, director and only shareholder can authorize any such
agreement binding us.
Critical Accounting
Policies
We have
identified the policies outlined below as critical to our business operations
and an understanding of our results of operations. The list is not intended to
be a comprehensive list of all of our accounting policies. In many cases, the
accounting treatment of a particular transaction is specifically dictated by
accounting principles generally accepted in the United States, with no need for
management's judgment in their application.
1
The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting
for Income Taxes” (“SFAS 109”). Under SFAS 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases. 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. Under
SFAS 109, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment
date.
Recent
Pronouncements
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value
measurements. SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on the Company's future reported financial position or results
of operations.
In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”. This statement permits entities to choose
to measure many financial instruments and certain other items at fair value.
Most of the provisions of SFAS No. 159 apply only to entities that elect the
fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests in Consolidated Financial Statements – an
amendment of ARB No. 51”. This statement improves the relevance,
comparability, and transparency of the financial information that a reporting
entity provides in its consolidated financial statements by establishing
accounting and reporting standards that require; the ownership interests in
subsidiaries held by parties other than the parent and the amount of
consolidated net income attributable to the parent and to the noncontrolling
interest be clearly identified and presented on the face of the consolidated
statement of income, changes in a parent’s ownership interest while the parent
retains its controlling financial interest in its subsidiary be accounted for
consistently, when a subsidiary is deconsolidated, any retained noncontrolling
equity investment in the former subsidiary be initially measured at fair value,
entities provide sufficient disclosures that clearly identify and distinguish
between the interests of the parent and the interests of the noncontrolling
owners. SFAS No. 160 affects those entities that have an outstanding
noncontrolling interest in one or more subsidiaries or that deconsolidate a
subsidiary. SFAS No. 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008.
Early adoption is prohibited. The adoption of this statement is not expected to
have a material effect on the Company's financial statements.
Off Balance Sheet
Transactions
None.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates. The Company does not undertake any specific
actions to limit those exposures.
Item
4. Controls and Procedures
a)
Evaluation of
Disclosure Controls. Pursuant to Rule 13a-15(b) under the Securities
Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation,
with the participation of the Company’s management, including the Company’s
Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the
Company’s principal financial and accounting officer), of the effectiveness of
the Company’s disclosure controls and procedures (as defined under Rule
13a-15(e) under the Exchange Act) as of the end of the period covered by this
report. Based upon that evaluation, the Company’s CEO and CFO concluded that the
Company’s disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in the reports that the
Company files or submits under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms, and that such information is accumulated and communicated to the
Company’s management, including the Company’s CEO and CFO, as appropriate, to
allow timely decisions regarding required disclosure.
(b)
Changes in
internal control over financial reporting. There have been no changes in
our internal control over financial reporting that occurred during the last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
2
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
Item
1A. Risk Factors
None
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
(a) Exhibits
31.1
Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
32.1
Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Signature
|
Title
|
Date
|
|
/s/
Sheila Hunter
|
President,
|
January
27, 2010
|
|
Sheila
Hunter
|
Chief
Executive Officer,
Principal
Financial Officer
and
Secretary
|
4