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EX-32.1 - CERTIFICATION - Targeted Medical Pharma, Inc.ex-32_1.htm



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

Form 10-K/A
(Amendment No. 1)

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2009

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 000-53071
 


AFH ACQUISITION III, Inc.

(Exact name of registrant as specified in its charter)

Delaware
 
41-2254388
(State or other jurisdiction of incorporation or organization)
    
(I.R.S. Employer Identification No.)

9595 Wilshire Blvd., Suite 700, Beverly Hills, CA 90212

(Address of principal executive offices)

(310) 492-9898

(Registrant’s telephone number, including area code)
 

 
Securities registered under Section 12(b) of the Exchange Act:

None.

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value per share

 
(Title of Class)
 

Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨  No x

Check whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ¨

 
 

 
 
Check whether the registrant (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 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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See 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
(Do not check if a smaller reporting company.)

Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes x  No o

As of October 31, 2008, there were no non-affiliate holders of common stock of the Company.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

As of January 29, 2010, there were 5,000,000 shares of common stock, par value $.001, outstanding.

 
 

 
 
FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of AFH ACQUISITION III, Inc. (the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

 
 

 

EXPLANATORY NOTE:
 
This Form 10-K/A, Amendment No. 1 is being filed by AFH Acquisition III, Inc. (the “Company”), to amend its Annual Report on Form 10-K for the year ended October 31, 2009, filed with the Securities and Exchange Commission on January 29, 2010, (i) to revise the scope and opinion paragraphs of the audit report in Part I, item 8, to properly reflect procedures performed regarding the cumulative period from inception (September 24, 2007) through October 31, 2009, (ii) to revise Item 9A. Controls and Procedures to include management’s report on internal control over financial reporting in accordance with Item 308T of Regulation S-K.

New certifications of our principal executive and financial officer are included as exhibits to this amendment.

 
 

 
 
PART II

 
 
Item 8.     
Financial Statements and Supplementary Data.

 

AFH ACQUISITION III, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA
 

FINANCIAL REPORTS
AT
OCTOBER 31, 2009

 
 
 

 


 

AFH ACQUISITION III, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA


TABLE OF CONTENTS



Report of Independent Registered Public Accounting Firm
F-1
   
Balance Sheets at October 31, 2009 and 2008
F-2
   
Statements of Changes in Stockholder’s Deficit for the Period from Date of Inception (September 24, 2007) through October 31, 2009
F-3
   
Statements of Operations for the Years Ended October 31, 2009 and 2008 and for the Period from Date of Inception (September 24, 2007) through October 31, 2009
F-4
   
Statements of Cash Flows for the Years Ended October 31, 2009 and 2008 and for the Period from Date of Inception (September 24, 2007) through October 31, 2009
F-5
   
Notes to Financial Statements
F-6 - F-8
 
 
 

 
 
 
To the Board of Directors and
Stockholders of AFH Acquisition III, Inc.
9595 Wilshire Blvd
Suite 700
Beverly Hills, California 90212

As successor by merger, effective October 1, 2009, to the registered public accounting firm Rotenberg & Co., llp, we have audited the accompanying balance sheets of AFH Acquisition III, Inc. ("the Company") as of October 31, 2009 and 2008, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended October 31, 2009 and for the period from date of inception (September 24, 2007) through October 31, 2009. AFH Acquisition III, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AFH Acquisition III, Inc. as of October 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended October 31, 2009 and for the period from date of inception (September 24, 2007) through October 31, 2009 in conformity with U.S. Generally Accepted Accounting Principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note D to the financial statements, the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ EFP Rotenberg, LLP
 
EFP Rotenberg, LLP
Rochester, New York
January 29, 2010

 
F-1

 
 
AFH ACQUISITION III, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA


BALANCE SHEETS

 
October 31,
2009
   
2008
 
           
ASSETS
         
Prepaid Expenses
$
   
$
2,083
 
               
               
LIABILITIES AND STOCKHOLDER'S DEFICIT
             
               
Liabilities
             
Accrued Expenses
$
6,080
   
$
2,600
 
Due to Parent
 
6,581
     
4,241
 
               
Total Liabilities
 
12,661
     
6,841
 
               
Stockholder's Deficit
             
Preferred Stock:    
$.001 Par; 20,000,000 Shares Authorized,
-0- Issued and Outstanding
 
     
 
Common Stock:  
$.001 Par; 100,000,000 Shares Authorized;
5,000,000 Issued and Outstanding
 
5,000
     
5,000
 
Additional Paid-In-Capital
 
20,000
     
20,000
 
Deficit Accumulated During Development Stage
 
(37,661
)
   
(29,758
)
               
Total Stockholder's Deficit
 
(12,661
)
   
(4,758
)
               
Total Liabilities and Stockholder's Deficit
$
   
$
2,083
 
 
 
F-2

 

(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA

 
STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT FOR THE PERIOD FROM
   DATE OF INCEPTION (SEPTEMBER 24, 2007) THROUGH OCTOBER 31, 2009

 
                           
Deficit
       
                           
Accumulated
       
   
Common Stock
   
Additional
   
Stock
   
During
   
Total
 
   
Number
         
Paid-In
   
Subscription
   
Development
   
Stockholder's
 
   
of Shares
   
Value
   
Capital
   
Receivable
   
Stage
   
Deficit
 
                                     
Balance - September 24, 2007
   
   
$
   
$
   
$
   
$
   
$
 
                                                 
Common Stock Issued for Cash
   
5,000,000
     
5,000
     
20,000
     
(4,900
)
   
     
20,100
 
                                                 
Net Loss for the Period
   
     
     
     
     
(21,859
)
   
(21,859
)
                                                 
Balance - October 31, 2007
   
5,000,000
     
5,000
     
20,000
     
(4,900
)
   
(21,859
)
   
(1,759
)
                                                 
Cash Received for Stock Subscriptions
   
     
     
     
4,900
     
     
4,900
 
                                                 
Net Loss for the Period
   
     
     
     
     
(7,899
)
   
(7,899
)
                                                 
Balance - October 31, 2008
   
5,000,000
     
5,000
     
20,000
     
     
(29,758
)
   
(4,758
)
                                                 
Net Loss for the Period
   
     
     
     
     
(7,903
)
   
(7,903
)
                                                 
Balance - October 31, 2009
   
5,000,000
   
$
5,000
   
$
20,000
   
$
   
$
(37,661
)
 
$
(12,661
)

 
F-3

 

(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA


STATEMENTS OF OPERATIONS

 
               
Period From
 
               
Date of Inception
 
   
For the Years Ended
   
(September 24, 2007)
 
   
October 31,
   
Through
 
   
2009
   
2008
   
October 31, 2009
 
                   
                   
Revenues
 
$
   
$
   
$
 
                         
Expenses
                       
Consulting
 
$
728
   
$
526
   
$
1,254
 
Interest
   
15
     
     
15
 
Legal and Professional
   
6,408
     
6,707
     
34,365
 
Office Expenses
   
125
     
581
     
708
 
Organizational Costs
   
552
     
85
     
1,244
 
                         
Total Expenses
 
$
7,828
   
$
7,899
   
$
37,586
 
                         
Net Loss for the Period Before Taxes
 
$
(7,828
)
 
$
(7,899
)
 
$
(37,586
)
                         
Franchise Tax
 
$
75
   
$
   
$
75
 
                         
Net Loss for the Period After Taxes
 
$
(7,903
)
 
$
(7,899
)
 
$
(37,661
)
                         
Loss per Share - Basic and Diluted
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.01
)
                         
Weighted Average Common Shares Outstanding
   
5,000,000
     
5,000,000
     
5,000,000
 
 
 
F-4

 
 
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA

 
STATEMENTS OF CASH FLOWS

 
               
Period From
 
               
Date of Inception
 
   
For the Years Ended
   
(September 24, 2007)
 
   
October 31,
   
Through
 
   
2009
   
2008
   
October 31, 2009
 
                   
Cash Flows from Operating Activities
                 
Net Loss for the Period
 
$
(7,903
)
 
$
(7,899
)
 
$
(37,661
)
                         
Changes in Assets and Liabilities:
                       
Prepaid Expenses
   
2,083
     
(2,083
)
   
 
Accrued Expenses
   
3,480
     
2,600
     
6,080
 
                         
Net Cash Flows from Operating Activities
   
(2,340
)
   
(7,382
)
   
(31,581
)
                         
Net Cash Flows from Investing Activities
   
     
     
 
                         
Cash Flows from Financing Activities
                       
Cash Advance by (Repayment to) Parent
   
2,340
     
(6,366
)
   
6,581
 
Cash Proceeds from Stock Subscriptions
   
     
     
4,900
 
Cash Proceeds from Sale of Stock
   
     
4,900
     
20,100
 
                         
Net Cash Flows from Financing Activities
   
2,340
     
(1,466
)
   
31,581
 
                         
Net Change in Cash and Cash Equivalents
   
     
(8,848
)
   
 
                         
Cash and Cash Equivalents - Beginning of Period
   
     
8,848
     
 
                         
Cash and Cash Equivalents - End of Period
 
$
   
$
   
$
 
                         
Cash Paid During the Period for:
                       
Interest
 
$
   
$
   
$
 
Franchise Taxes
 
$
   
$
   
$
 
 
 
F-5

 
 
AFH ACQUISITION III, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA




 
Note A -  
The Company
 
AFH Acquisition III, Inc., a development stage company (the “Company”), was incorporated under the laws of the State of Delaware on September 24, 2007.  The Company is 100% owned by AFH Holding and Advisory, LLC (the “Parent”).  The financial statements presented represent only those transactions of AFH Acquisition III, Inc.  The Company is looking to acquire an existing company or acquire the technology to begin operations.
   
 
As a blank check company, the Company’s business is to pursue a business combination through acquisition, or merger with, an existing company. As of the date of the financial statements, the Company is not conducting negotiations with any target business. No assurances can be given that the Company will be successful in locating or negotiating with any target company.
   
 
Since inception, the Company has been engaged in organizational efforts.
   
Note B -  
Summary of Significant Accounting Policies
 
Method of Accounting
 
The Company maintains its books and prepares its financial statements on the accrual basis of accounting.
   
 
Development Stage
 
The Company has operated as a development stage enterprise since its inception by devoting substantially all of its efforts to financial planning, raising capital, research and development, and developing markets for its services.  The Company prepares its financial statements in accordance with the requirements of FASB ASC 915 (Prior authoritative literature Statement of Financial Accounting Standards No. 7, “Accounting and Reporting by Development Stage Enterprises”).
   
 
Cash and Cash Equivalents
 
Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less.  The Company maintains cash and cash equivalents at financial institutions, which periodically may exceed federally insured amounts.
   
 
- continued -
 
 
F-6

 
 
AFH ACQUISITION III, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA


NOTES TO FINANCIAL STATEMENTS


 
Note B -  
Summary of Significant Accounting Policies – continued
 
Loss Per Common Share
 
Loss per common share is computed in accordance with FASB ASC 260-10 (Prior authoritative literature Statement of Financial Accounting Standards No. 128, “Earnings Per Share”), by dividing income (loss) available to common stockholders by weighted average number of common shares outstanding for each period.
   
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles 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 reporting period.  Actual results can differ from those estimates.
   
 
Organizational Costs
 
Organizational costs represent management, consulting, legal, accounting, and filing fees incurred to date in the formation of the Company.  Organizational costs are expensed as incurred in accordance with FASB ASC 720-15 (Prior authoritative literature Statement of Position 98-5, “Reporting on the Costs of Start-Up Activities”).
   
 
Income Taxes
 
The Company accounts for income taxes in accordance with FASB ASC 740-10 (Prior authoritative literature Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”), using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities.  This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment.  Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carry forwards.  Deferred income tax expense represents the change in net deferred assets and liability balances.
   
 
Financial Instruments
 
The Company’s financial instruments consist of cash and cash equivalents and due to parent. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.  The fair value of these financial instruments approximates their carrying value, unless otherwise noted.
   
 
Recent Pronouncements
 
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.
 
 
F-7

 
 
AFH ACQUISITION III, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA


NOTES TO FINANCIAL STATEMENTS


 
Note C -  
Equity Securities
 
Holders of shares of common stock shall be entitled to cast one vote for each common share held at all stockholder’s meetings for all purposes, including the election of directors.  The common stock does not have cumulative voting rights.
   
 
The preferred stock of the Company shall be issued by the Board of Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time.
   
 
No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock or any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
   
Note D -  
Going Concern
 
The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations.  As a result, there is an accumulated deficit of $37,661 at October 31, 2009.
   
Note E -  
Due to Parent
 
Due to parent represents cash advances from AFH Holding & Advisory LLC.  AFH Holding & Advisory LLC is related to the Company through common ownership. There are no repayment terms.
   
Note F -  
Subsequent Events
 
Subsequent events were evaluated through January 29, 2010, the date the financial statements were issued.
 
 
F-8

 
 
Item 9.          
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statement disclosure.

Item 9A(T). 
Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed 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 Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s President, Principal Financial Officer and Secretary, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report.  Based on that evaluation, the Company’s sole officer concluded that the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.

Evaluation of Internal Controls over Financial Reporting

The management of AFH Acquisition III, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) of the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. These internal controls include policies and procedures that:

·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;

·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;

·
Provide reasonable assurance that receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

·
Provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that would have a material impact on financial statements will be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
 
 
 

 
 
Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that internal control over financial reporting was effective as of October 31, 2009.

This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the Company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Changes in Internal Controls over Financial Reporting

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter of the year ended October 31, 2009, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

 
Part IV

 
Item 15.        
Exhibits, Financial Statement Schedules.

(a)           We set forth below a list of our audited financial statements included in Item 8 of this annual report on Form 10-K/A.

Statement
 
Page
     
Report of Independent Registered Public Accounting Firm
 
F-1
     
Balance Sheets
 
F-2
     
Statements of Operations
 
F-3
     
Statements of Changes in Stockholder’s Deficit
 
F-4
     
Statements of Cash Flows
 
F-5
     
Notes to Financial Statements
 
F-6 - F-8
 
(b)           Index to Exhibits required by Item 601 of Regulation S-K.
 
 
 

 
 

*
Filed as an exhibit to the Company's registration statement on Form 10-SB, as filed with the Securities and Exchange Commission on February 1, 2008 and incorporated herein by this reference.

 
 

 
 
SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
AFH ACQUISITION III, INC.
     
     
Dated: March 16, 2010
By: 
 /s/  Amir F. Heshmatpour
 
   
Amir F. Heshmatpour
   
President and Director
   
Principal Executive Officer
   
Principal Financial Officer

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

   
Title
Date
       
 /s/  Amir F. Heshmatpour
 
 
President, Secretary,
March 16, 2010
Amir F. Heshmatpour
 
Chief Financial Officer and Sole Director