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EX-32.1 - CERTIFICATION - CHARTER CORPORATE SERVICES, INC. | ex32_1.htm |
EX-31.1 - CERTIFICATION - CHARTER CORPORATE SERVICES, INC. | ex31_1.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 _________
Commission
file number 333-155432
CHARTER
CORPORATE SERVICES, INC.
|
(Name
of Small Business Issuer in its
charter)
|
COLORADO
|
26-3302685
|
|
(State
or other jurisdiction of incorporation
or organization)
|
(I.R.S.
Employer Identification
No.)
|
3050
E. Chevy Chase Drive, Glendale, CA 91206
|
(Address
of principal executive
offices)
|
(818)
434 5244
|
Issuer’s
telephone number
|
_____________________________________________________________
(Former
name, former address and former fiscal
year, if changed since last report)
Check
whether the issuer (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 x No o
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 the latest practicable date: As of December 31, 2009 the issuer had
1,500,000 shares of common stock, without par value, issued and
outstanding.
CHARTER
CORPORATE SERVICES, INC.
QUARTERLY
REPORT ON FORM 10-Q
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009
TABLE
OF CONTENTS
PART I- FINANCIAL
INFORMSTION
|
||
Item 1.
|
Financial Statements
|
3
|
Balance Sheet for the First Quarter ended December
31, 2009 (Unaudited)
|
4
|
|
Statement of Operations for December 31, 2009
(Unaudited)
|
5
|
|
Statement of Cash Flows dated December 31, 2009
(Unaudited)
|
6
|
|
Notes to Financial Statements December 31, 2009
(Unaudited)
|
7-10
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
|
12
|
Item 3.
|
Quantitative and Qualitative Disclosures About
Market Risk
|
14
|
Item 4.
|
Controls and Procedures
|
14
|
PART II- OTHER INFORMATION
|
||
Item 1.
|
Legal Proceedings
|
16
|
Item 2.
|
Unregistered Sales of Securities and Use of
Proceeds
|
16
|
Item 3.
|
Defaults Upon Senior
Securities
|
16
|
Item 4.
|
Submission of Matters to a Vote of Security
Holders
|
16
|
Item 5.
|
Other Information
|
16
|
Item 6.
|
Exhibits
|
16
|
Signature
|
17
|
PART
I - FINANCIAL INFORMATION
GENERAL
The
Company’s unaudited financial statements for the first quarter ended December
31, 2010 are included with this Form 10-Q. The unaudited financial statements
have been prepared in accordance with the instructions to Form 10-Q and,
therefore, do not include all information and footnotes necessary for a complete
presentation of financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Interim results are not
necessarily indicative of results of operations that may be expected for the
year ending September 30, 2010.
3
CHARTER
CORPORATE SERVICES, INC.
AS
OF DECEMBER 31, 2009
(Unaudited)
December
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
ASSETS
|
||||||||
Cash
|
$
|
32
|
$
|
1,450
|
||||
TOTAL
ASSETS
|
$
|
32
|
$
|
1,450
|
||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
LIABILITIES
|
||||||||
Accounts
payable and accrued expenses
|
45
|
45
|
||||||
Loan
Payable – Related Party
|
$
|
16,030
|
$
|
4,518
|
||||
TOTAL
LIABILITIES
|
16,075
|
4,563
|
||||||
STOCKHOLDERS'
DEFICIT
|
|
|||||||
Preferred
stock, no par value; 50,000,000 shares authorized,
|
-
|
|||||||
none
outstanding
|
-
|
|||||||
Common
stock, no par value,100,000,000 shares authorized,
|
-
|
|||||||
1,500,000
shares issued and outstanding
|
||||||||
Additional
paid-in capital
|
75,000
|
75,000
|
||||||
Deficit
accumulated during the development stage
|
(91,043
|
)
|
(78,113
|
)
|
||||
TOTAL
STOCKHOLDERS' EQUITY (DEFICIT)
|
(16,043
|
)
|
(3,113
|
)
|
||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
32
|
$
|
1,450
|
The
accompanying notes are integral part of these financial
statements.
4
CHARTER
CORPORATE SERVICES, INC.
DECEMBER
31, 2009
(Unaudited)
Quarter
Ended
|
||||||||
December
31,
|
||||||||
2009
|
2008
|
|||||||
Revenues
|
$
|
0
|
$
|
-
|
||||
General
and administrative expenses
|
3,807
|
1,171
|
||||||
Professional
Fees
|
2,900
|
3,047
|
||||||
Interest
|
-
|
45
|
||||||
Operating
loss
|
(6,707
|
)
|
(4,263
|
)
|
||||
Provision
for income taxes
|
-
|
-
|
||||||
Net
loss
|
$
|
(6,707
|
)
|
$
|
(4,263
|
)
|
||
Basic
and diluted loss per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Weighted
average number of
|
||||||||
common
shares outstanding
|
||||||||
(Basic
and diluted)
|
1,500,000
|
1,500,000
|
The
accompanying notes are integral part of these financial statements.
5
CHARTER
CORPORATE SERVICES, INC.
DECEMBER
31, 2009
(Unaudited)
Quarter
Ended
|
||||||||
December
31,
|
||||||||
2009
|
2008
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
Profit (Loss) for Quarter
|
$
|
(6,707
|
)
|
$
|
(4,63
|
)
|
||
Adjustments
to reconcile net loss to net
|
||||||||
cash
used by operating activities:
|
||||||||
Changes
in Assets and Liabilities
|
-
|
-
|
||||||
Increase
in Accounts Payable
|
-
|
-
|
||||||
Cash Provided (Used) by Operations
|
(6,707
|
)
|
(4,263
|
)
|
||||
NET
CASH USED BY INVESTING ACTIVITIES
|
0
|
-
|
||||||
CASH
PROVIDED BY INVESTING ACTIVITIES
|
0
|
-
|
||||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES:
|
||||||||
Proceeds
of Loan
|
6,707
|
4,563
|
||||||
Repayment
of Loan
|
0
|
-
|
||||||
CASH
USED FOR FINANCING ACTIVITIES
|
6,707
|
4,563
|
||||||
NET
INCREASE (DECREASE) IN CASH
|
-
|
300
|
||||||
CASH
AND EQUIVALENTS – BEGINNING OF PERIOD
|
32
|
1,050
|
||||||
CASH
AND EQUIVALENTS – END OF PERIOD
|
$
|
32
|
$
|
1,450
|
||||
SUPPLEMENTAL
DISCLOSURES:
|
||||||||
Interest
Paid
|
$
|
0
|
$
|
-
|
||||
Income
Tax Paid
|
$
|
0
|
$
|
-
|
The
accompanying notes are integral part of these financial statements.
6
DECEMER
31, 2009
(Unaudited)
NOTE
1- ORGANIZATION AND SIGNIFICANT ACCOUTNING POLICIES
Organization and Line of
Business
Charter
Corporate Services, Inc. was incorporated in the state of Colorado on September
24, 2002. From that date to June 16, 2008, the Company was a wholly owned
subsidiary of Great American Assets, Inc. when it was spun out as a separated
enterprise. The Company is a Development Stage Enterprise as defined by the
Statement of Financial Accounting Standard (“SFAS”) No. 7, whereby (1) planned
operations have not commenced or (2) operations have commenced but revenues have
not been realized. The Company intends to provide document forming and
electronic filing services to companies and others who are required to file
reports with the Securities and Exchange Commission pursuant to the Securities
Act of 1933 and the Securities Exchange Act of 1934 and do so through the SEC’s
electronic data gathering analysis and retrieval system, also known as
EDGAR.
Basis of
Presentation
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of
America.
Business
Condition
These
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. As of December 31, 2009 the
Company had operating losses, and had not begun operations. The continuation of
the Company is dependent upon a cash injection, improved economic conditions, as
well as becoming profitable.
These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. These financial statements do not include any adjustments that
might arise from this uncertainty.
Stock Based
Compensation
SFAS No.
123, “Accounting for Stock-Based Compensation,” establishes and encourages the
use of the fair value based method of accounting for stock-based compensation
arrangements under which compensation cost is determined using the fair value of
stock-based compensation determined as of the date of grant and is recognized
over the periods in which the related services are rendered. For
stock based compensation the Company recognizes an expense in accordance with
SFAS No. 123 and values the equity securities based on the fair value of the
security on the date of grant. Stock option awards are valued using
the Black-Scholes option-pricing model.
The
Company has valued the fair price of its stock based upon the price used to
issue stock in a private placement at $0.05 per share. The Company issued
1,340,000 shares, to the shareholders of the former parent for consideration of
the spin off and has valued the shares at $0.05 and recognized an expense of
$67,000.
7
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 disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting periods. Actual results could differ from these
estimates.
Fair Value of Financial
Instruments
For
certain of the Company’s financial instruments, including cash and cash
equivalents, other current assets, accounts payable, accrued interest and due to
related party, the carrying amounts approximate fair value due to their short
maturities.
Cash and Cash
Equivalents
For
purposes of the statements of cash flows, the Company defines cash equivalents
as all highly liquid debt instruments purchased with a maturity of three months
or less, plus all certificates of deposit.
Concentration of Credit
Risk
Financial
instruments, which potentially subject the Company to concentrations of credit
risk, consist of cash and cash equivalents and accounts receivables. The Company
places its cash with high quality financial institutions and at times may exceed
the FDIC $250,000 insurance limit. The Company extends credit based on an
evaluation of the customer’s financial condition, generally without collateral.
Exposure to losses on receivables is principally dependent on each customer’s
financial condition. The Company monitors its exposure for credit losses and
maintains allowances for anticipated losses, as required.
Impairment of Long-Lived
Assets
SFAS No.
144 requires that long-lived assets to be disposed of by sale, including those
of discontinued operations, be measured at the lower of carrying amount or fair
value less cost to sell, whether reported in continuing operations or in
discontinued operations. SFAS No. 144 broadens the reporting of discontinued
operations to include all components of an entity with operations that can be
distinguished from the rest of the entity and that will be eliminated from the
ongoing operations of the entity in a disposal transaction. SFAS No. 144 also
establishes a “primary-asset” approach to determine the cash flow estimation
period for a group of assets and liabilities that represents the unit of
accounting for a long-lived asset to be held and used.
Advertising
Costs
These
costs are expensed as incurred. During the periods there was no advertising
expense.
Income
Taxes
The
Company has operating losses of $6,707 and can carry forward that loss for 15
years. Deferred tax assets have not been established as it is more likely than
not that the future benefit will not be realized.
8
Earnings Per
share
The
Company reports earnings (loss) per share in accordance with SFAS No. 128,
“Earnings per Share.” Basic earnings (loss) per share is computed by dividing
income (loss) available to common shareholders by the weighted average number of
common shares available. Diluted earnings (loss) per share is computed similar
to basic earnings (loss) per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional common
shares were dilutive. Diluted earnings (loss) per share has not been presented
since the effect of the assumed conversion of options and warrants to purchase
common shares would have an anti-dilutive effect.
9
Recent Accounting
Pronouncements
In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations (FAS
141(R)). This Statement provides greater consistency in the accounting and
financial reporting of business combinations. It requires the acquiring entity
in a business combination to recognize all assets acquired and liabilities
assumed in the transaction, establishes the acquisition-date fair value as the
measurement objective for all assets acquired and liabilities assumed, and
requires the acquirer to disclose the nature and financial effect of the
business combination. FAS 141(R) is effective for fiscal years beginning after
December 15, 2008. We will adopt FAS 141(R) no later than the first quarter of
fiscal 2010 and are currently assessing the impact the adoption will have on our
financial position and results of operations.
In
December 2007, the FASB issued SFAS No. 160. Noncontrolling Interests in
Consolidated Financial Statements (FAS 160). This Statement amends Accounting
Research Bulletin No. 51, Consolidated Financial Statements, to establish
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. FAS 160 is effective for
fiscal years beginning after December 15, 2008. We will adopt FAS 160 no later
than the first quarter of fiscal 2010 and are currently assessing the impact the
adoption will have on our financial position and results of
operations.
In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities, which permits entities to choose to measure at
fair value eligible financial instruments and certain other items that are not
currently required to be measured at fair value. The standard requires that
unrealized gains and losses on items for which the fair value option has been
elected be reported in earnings at each subsequent reporting date. SFAS No. 159
is effective for fiscal years beginning after November 15, 2007. We will adopt
SFAS No. 159 no later than the first quarter of fiscal 2009. We are currently
assessing the impact the adoption of SFAS No. 159 will have on our financial
position and results of operations.
In
September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
No. 87, 88, 106, and 132(R). SFAS No. 158 requires company plan sponsors to
display the net over- or under-funded position of a defined benefit
postretirement plan as an asset or liability, with any unrecognized prior
service costs, transition obligations or actuarial gains/losses reported as a
component of other comprehensive income in shareholders’ equity. SFAS No. 158 is
effective for fiscal years ending after December 15, 2006. We adopted the
recognition provisions of SFAS No. 158 as of the end of fiscal 2007. The
adoption of SFAS No. 158 did not have an effect on the Company’s financial
position or results of operations.
In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No.
157 establishes a framework for measuring fair value in generally accepted
accounting principles, clarifies the definition of fair value and expands
disclosures about fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the application of SFAS No. 157 may change
current practice for some entities. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. We will adopt SFAS No. 157 in the
first quarter of fiscal 2009. We are currently assessing the impact that the
adoption of SFAS No. 157 will have on our financial position and results of
operations.
In July
2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes — an interpretation of FASB Statement No. 109 (FIN 48). This
interpretation clarifies the application of SFAS No. 109, Accounting for Income
Taxes, by defining a criterion that an individual tax position must meet for any
part of the benefit of that position to be recognized in an enterprise’s
financial statements and also provides guidance on measurement, derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006, but earlier adoption is permitted. The Company is in the
process of evaluating the impact of the application of the Interpretation to its
financial statements.
10
NOTE
2- COMMON STOCK TRANSACTIONS
The
company has issued 1,500,000 shares of stock .The Company issued160,000 shares
for cash of $8,000 and 1,340,000 as consideration to the shareholders of the
former parent valued at $0.05 per share for an expense of $67,000.
NOTE
3- COMMITMENTS AND CONTINGENCIES
The
Company is provided by its majority stockholder with an unsecured line of credit
of $30,000 with interest at 4% per annum. The line of credit matures on August
16, 2010. At December 31, 2009, the Company has drawn down $16,030 of this
loan.
NOTE
4- CAPITAL STRUCTURE DISCLOSURES
The
Company is authorized to issue 50,000,000 shares of preferred stock without no
par value. No preferred stock has been issued.
The Company
is authorized to issue 100,000,000 shares of common stock without par value.
There are 1,500,000 shares of common stock issued and outstanding.
Stock Options, Warrants and
Other Rights
There are
1,500,000 Class A Redeemable Common Stock Warrants issued and outstanding. Each
warrant evidences the right to purchase one share of common stock at $0.10 per
share, during the period commencing September 10, 2008 and expiring September
10, 2010. Other than as set forth herein, there are no options to purchase the
Company’s securities outstanding.
Off Balance Sheet
Arrangements
The
Company does not have any off balance sheet arrangements.
11
ITEM
2. MANAGEMENT’S DISCUSSON AND ANALYSIS OF FINANCIALS CONDITION AND RESULTS OF
OPERATIONS
This
section should be read in conjunction with the unaudited Financial Statements
included in this report.
We may,
in discussions of our future plans, objectives and expected performance in
periodic reports filed by us with the Securities and Exchange Commission, (or
documents incorporated by reference therein) and in written and oral
presentations made by us, include projections or other forward-looking
statements within the meaning of Section 27A of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) or Section 21E of the Securities Act of
1933, as amended (the “Securities Act ”). When used in this Quarterly report on
Form 10-Q, the words “anticipate”, “believe”, “estimated”, “expect” and other
similar expressions as they relate to our management or us, are intended to
identify such forward looking statements. Such projections and
forward-looking statements are based on assumptions, which we believe are
reasonable but are, by their nature, inherently uncertain. You are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those projected in the forward-looking statements as a
result of various factors. The factors that might cause such differences
include, among others, the following: (i) our inability to obtain sufficient
capital to fund ongoing obligations and continue as a going concern; (ii) our
ability to carry out our operating strategy; and (iii) other factors, including
those discussed below. We undertake no obligation to publicly update or revise
forward-looking statements to reflect events or circumstances after the date of
this Form 10-Q or to reflect the occurrence of unanticipated
events.
A. Management’s
Discussion
Charter
Corporate Services, Inc. (“CCS” or the “Company”) was incorporated in the State
of Colorado on September 24, 2002. From inception until recently, we did not
conduct business or generate revenues. Our plan of operations is to provide
electronic filing services to companies and others who are required to file
reports with the Securities and Exchange Commission pursuant to the Securities
Act of 1933 and the Securities Exchange Act of 1934 and do so through the SEC’s
electronic data gathering analysis and retrieval system, also known as “EDGAR.”
We have not conducted market research into the likelihood of success of our
proposed operations.
We have
very limited capital resources with which to conduct operations. Our auditors
have issued a “going concern” opinion. This means that there is substantial
doubt that we will be an ongoing business for the next twelve months. We believe
that this opinion is, in part, based on the fact that we have minimal operating
capital and have incurred losses to date. Our business expenses are being
financed by an unsecured line of credit provided by our majority stockholder.
There is no assurance that such funding will continue in the future. We intend
to raise additional capital from unaffiliated third parties to implement our
business plan. If we are not able to obtain such funds, we will be unable to
commence operations. In this event management may recommend our liquidation and
dissolution. If liquidation and dissolution were to occur, there will be a total
loss of shareholder funds.
12
We
currently have a single director and officer, Patrick C. Brooks. This
individual allocates time and to CCS on as needed basis.
Our
mailing address of our principal executive offices is located at 3050 E. Chevy
Chase Drive, Glendale, CA 91206. Our telephone number is (818) 434- 5244 and our
fax number is (818) 246 3291.
Charter
Corporate Services, Inc.’s fiscal year end is September 31.
During
the three months ended December 31, 2009, the Company generated no revenues
while incurring losses of $6,707.
Liquidity and Capital
Resources
As of
December 31, 2009, the Company had limited working capital of $32 in cash. We
are substantially dependent on the financial support of our majority
stockholder, Omega Financial, Inc. (“Omega”). Omega has provided us with an
unsecured line of credit of up to $30,000. We have allocated and used the
proceeds of this line of credit to defray the expenses incurred in the filing of
a registration statement on Form S-1 as well as the expenses of complying with
the periodic reporting requirements of the Securities Exchange Act of
1934.
This line
of credit is provided to us at an interest rate of 4% per annum and matures 24
months from the date on which the Line of Credit Agreement was executed, August
16, 2008. If the financing provided by Omega proves to be insufficient to
accomplish our intended purposes or, if we are unable to obtain further
additional funding, we may be unable to comply with the reporting requirements
of the Securities Act of 1934. Our ability to report our operating results on a
timely and accurate basis could be impaired.
CCS has
limited capital resources from which to operate. Without the realization
of a significant capital infusion from unaffiliated third parties, the Company
will not be able to commence operations or continue as a going
concern.
B. Plan
of Operation
Our plan
of operations is to provide electronic filing services to companies and others
who are required to file reports with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934
and do so through the SEC’s electronic data gathering analysis and retrieval
system, also known as “EDGAR.” We have not conducted market research into the
likelihood of success of our proposed operations.
We will
not be able to implement our business plan until the Company raises additional
capital through public or private debt or the sale of equity. Such financing may
not be available. Even if such financing is available, it may be on terms that
are materially adverse to your interests with respect to dilution of book value,
dividend preferences, liquidation preferences, or other terms. No assurance can
be given that such financing will be available or, if available, that it will be
on terms satisfactory to us. If we are unable to obtain financing we will not be
able to commence operations and may suspend or cease operations. In this event,
there will be a total loss of stockholder funds.
CCS
management does not expect to incur research and development costs.
CCS
currently does not own any significant plant or equipment that it would seek to
sell in the near future.
CCS
management does not anticipate the need to hire employees over the next 12
months; with the possible exception of administrative support should business
develop of a sufficient nature to necessitate such expenditure. Currently, CCS
believes the services provided by its officers and directors appear sufficient
at this time. CCS believes that its operations are currently on a small scale
that is controllable by the present management.
CCS has
not paid any expenses for or on behalf of any director. Additionally, CCS
believes that this policy shall not change materially.
13
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign
Currency Exchange Risk
As of
December 31, 2009, CCS did not generate any revenues or conduct any activities
outside the U.S. and therefore has no exposure to foreign currency exchange
risks.
Interest
Rates
Our
exposure to market risk for changes in interest rates relates primarily to the
increase or decrease in the amount of interest income we earn on our investment
portfolio. Our investment portfolio consists of liquid investments that have
maturities of three months or less. Our risk associated with fluctuating
interest income is limited to investments in interest rate sensitive financial
instruments. Under our current policy, we do not use interest rate derivative
instruments to manage this exposure to interest rate changes. We seek to ensure
the safety and preservation of its invested principal by limiting default risk,
market risk, and reinvestment risk. We mitigate default risk by
investing in short-term investment grade securities.
Management’s Report On
Internal Control Over Financial Reporting
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.
14
As of
December 31, 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
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 December 31, 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.
Based on
their most recent review, which was completed within ninety days of the filing
of this report, CCS’s Officers have concluded that the Company’s disclosure
controls and procedures are not effective to ensure that information required to
be disclosed by CCS in the reports it files or submits under the Securities
Exchange Act of 1934, as amended, is accumulated and communicated to CCS’s
management, including its Officers, as appropriate to allow timely decisions
regarding required disclosure and are effective to ensure that such information
is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms. There
were no significant changes in CCS’s internal controls or in other factors that
could significantly affect those controls subsequent to the date of their
evaluation.
This
quarterly report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the Company’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this quarterly report.
15
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
There are
no known legal proceedings pending or threatened against the
Company.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEMS
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 AND REPORTS ON FORM 8-K
(a) Exhibits
required by Item 601 of Regulation S-B
31.1
Certification of Chief Executive Officer, and Chief Accounting Officer pursuant
to Section 302 of Sarbanes Oxley Act of 2002.
32.1
Certification of Chief Executive Officer, and Chief Accounting Officer pursuant
to Section 906 of Sarbanes Oxley Act of 2002.
(b) Reports
filed on Form 8-K
During
the period ended December 31, 2009, the registrant did not file any Reports on
Form 8-K.
16
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereto
duly authorized.
CHARTER
CORPORATE SERVICES, INC.
By:
|
/s/
Patrick C. Brooks
|
|
Patrick
C. Brooks
|
||
Director,
President & Chief Executive Officer
|
||
Dated:
February 15, 2010
|
||
By:
|
/s/
Patrick C. Brooks
|
|
Patrick
C. Brooks
|
||
Chief
Financial Officer and Principal Accounting
Officer
|
||
Dated:
February 15, 2010
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17