Attached files
| file | filename |
|---|---|
| EX-32.1 - CERTIFICATION - Expedite 5 Inc | f10q33110ex32i_expedite5.htm |
| EX-31.1 - CERTIFICATION - Expedite 5 Inc | f10q33110ex31i_expedite5.htm |
| EX-31.2 - CERTIFICATION - Expedite 5 Inc | f10q33110ex31ii_expedite5.htm |
| EX-32.2 - CERTIFICATION - Expedite 5 Inc | f10q33110ex32ii_expedite5.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 March 31, 2010
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______to______.
| EXPEDITE 5, 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.)
|
21 Arlington Street
London, United Kingdom SW1A 1RN
(Address of Principal Executive Offices)
_______________
44 20 7491 6414
(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 ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company 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 May 3, 2010: 2,495,000 shares of common stock.
EXPEDITE 5, INC.
FORM 10-Q
March 31, 2010
INDEX
PART I-- FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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1 | |||
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Item 2.
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Management’s Discussion and Analysis of Financial Condition
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2 | |||
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Item 3
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Quantitative and Qualitative Disclosures About Market Risk
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4 | |||
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Item 4
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Controls and Procedures
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4 |
PART II-- OTHER INFORMATION
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Item 1
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Legal Proceedings
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4 | |||
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Item 1A
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Risk Factors
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4 | |||
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Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
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4 | |||
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Item 3.
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Defaults Upon Senior Securities
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5 | |||
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Item 4.
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Removed & Reserved
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5 | |||
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Item 5.
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Other Information
|
5 | |||
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Item 6.
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Exhibits
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5 | |||
| SIGNATURE | 6 |
FINANCIAL STATEMENTS
AS OF MARCH 31, 2010
Expedite 5, 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 | |||
| Cash Flow Statement | F-4 | |||
| Notes to the Financial Statements | F-5 | |||
Expedite 5, Inc.
(a development stage company)
BALANCE SHEETS
As of March 31, 2010 and September 30, 2009
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ASSETS
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||||||||
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CURRENT ASSETS
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3/31/2010
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9/30/2009
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||||||
| Cash | $ | - | $ | - | ||||
| Total Current Assets | - | - | ||||||
| TOTAL ASSETS | $ | - | $ | - | ||||
| LIABILITIES AND STOCKHOLDER'S EQUITY | ||||||||
|
|
||||||||
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CURRENT LIABILITIES
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||||||||
| Accrued Expenses | $ | 1,750 | $ | 750 | ||||
| Total Current Liabilities | 1,750 | 750 | ||||||
| TOTAL LIABILITIES | 1,750 | 750 | ||||||
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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: 3,742,500 and 100,000 | 3,743 | 100 | ||||||
| Additional Paid-In Capital | 4,250 | 4,250 | ||||||
| Accumulated Deficit | (9,743 | ) | (5,100 | ) | ||||
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Total Stockholder's Equity
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(1,750 | ) | (750 | ) | ||||
| TOTAL LIABILITIES AND EQUITY | $ | - | $ | - | ||||
The accompanying notes are an integral part of these financial statements.
F-1
Expedite 5, Inc.
(a development stage company)
STATEMENTS OF OPERATIONS
For the six and three months ending March 31, 2010 and 2009
And from inception (September 27, 2007) through March 31, 2010
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6 months
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3 months
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6 months
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3 months
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|||||||||||||||||
|
ending
|
ending
|
ending
|
ending
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FROM
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||||||||||||||||
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3/31/2010
|
3/31/2010
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3/31/2009
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3/31/2009
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INCEPTION
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||||||||||||||||
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REVENUE
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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COST OF SERVICES
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- | - | - | - | - | |||||||||||||||
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GROSS PROFIT OR (LOSS)
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- | - | - | - | - | |||||||||||||||
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GENERAL AND ADMINISTRATIVE EXPENSES
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4,643 | 4,143 | 1,000 | 500 | 9,743 | |||||||||||||||
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NET INCOME (LOSS)
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(4,643 | ) | (4,143 | ) | (1,000 | ) | (500 | ) | (9,743 | ) | ||||||||||
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ACCUMULATED DEFICIT, BEGINNING BALANCE
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(5,100 | ) | (5,600 | ) | (2,850 | ) | (3,350 | ) | - | |||||||||||
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ACCUMULATED DEFICIT, ENDING BALANCE
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$ | (9,743 | ) | $ | (9,743 | ) | $ | (3,850 | ) | $ | (3,850 | ) | $ | (9,743 | ) | |||||
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Earnings (loss) per share
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$ | (0.004 | ) | $ | (0.01 | ) | $ | (0.03 | ) | |||||||||||
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Weighted average number of common shares
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1,314,167 | 100,000 | 335,000 | |||||||||||||||||
The accompanying notes are an integral part of these financial statements.
F-2
Expedite 5, Inc.
(a development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY
From inception (September 27, 2007) through March 31, 2010
| COMMON |
PAID
|
ACCUM.
|
TOTAL
|
|||||||||||||||||
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SHARES
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STOCK
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IN CAPITAL
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DEFICIT
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EQUITY
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||||||||||||||||
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Stock issued on acceptance
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||||||||||||||||||||
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of incorporation expenses
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||||||||||||||||||||
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September 27, 2007
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100,000 | $ | 100 | $ | - | $ | - | $ | 100 | |||||||||||
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Net Loss
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(600 | ) | (600 | ) | ||||||||||||||||
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Total, September 30, 2007
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100,000 | 100 | - | (600 | ) | (500 | ) | |||||||||||||
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Net Loss
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(2,250 | ) | (2,250 | ) | ||||||||||||||||
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Total, September 30, 2008
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100,000 | $ | 100 | $ | - | $ | (2,850 | ) | $ | (2,750 | ) | |||||||||
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In-Kind Contribution
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4,250 | 4,250 | ||||||||||||||||||
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Net Loss
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(2,250 | ) | (2,250 | ) | ||||||||||||||||
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Total, September 30, 2009
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100,000 | $ | 100 | $ | 4,250 | $ | (5,100 | ) | $ | (750 | ) | |||||||||
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Stock issued as compensation on
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3,642,500 | 3,643 | - | $ | 3,643 | |||||||||||||||
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February 1, 2010
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||||||||||||||||||||
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Net Loss
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(4,643 | ) | (4,643 | ) | ||||||||||||||||
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Total, March 31, 2010
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3,742,500 | $ | 3,743 | $ | 4,250 | $ | (9,743 | ) | $ | (1,750 | ) | |||||||||
The accompanying notes are an integral part of these financial statements.
F-3
Expedite 5, Inc.
(a development stage company)
STATEMENTS OF CASH FLOWS
For the six months ending March 31, 2010 and 2009
From inception (September 27, 2007) through March 31, 2010
|
6 months
|
6 months
|
|||||||||||
|
ending
|
ending
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FROM
|
||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
3/31/2010
|
3/31/2009
|
INCEPTION
|
|||||||||
| Net income (loss) | $ | (4,643 | ) | $ | (1,000 | ) | $ | (9,743 | ) | |||
| Stock issued as compensation | 3,643 | - | 3,743 | |||||||||
| In-Kind Contribution | - | - | 4,250 | |||||||||
| Increase (Decrease) in Accrued Expenses | 1,000 | 1,000 | 1,750 | |||||||||
| Total adjustments to net income | 4,643 | 1,000 | 9,743 | |||||||||
| Net cash provided by (used in) operating activities | - | - | - | |||||||||
| 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 | - | - | - | |||||||||
| Cash - beginning balance | - | - | - | |||||||||
| CASH BALANCE - END OF PERIOD | ||||||||||||
|
|
$ | - | $ | - | $ | - | ||||||
The accompanying notes are an integral part of these financial statements.
F-4
EXPEDITE 5, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
1. Summary of significant accounting policies:
Industry:
Expedite 5, 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.
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.
On February 1, 2010, Regent International Enterprises Ltd, First Equity Group Ltd. and Red Sky Enterprises Ltd acquired 100% of the issued and outstanding common stock of the Company from our sole shareholder, in accordance with common stock share purchase agreements.
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 March 31, 2010 of $1,948.
No provision was made for federal income tax since the Company has significant net operating losses. From inception through March 31, 2010, the Company incurred net operating losses for tax purposes of approximately $9,743. The availability of the Company’s net operating loss carry-forwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. The provision for income taxes consists of the federal and state minimum tax imposed on corporations.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets as of March 31, 2010 are as follows:
|
Deferred tax assets:
|
||||
|
Federal net operating loss
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$
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1,461
|
||
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State net operating loss
|
487
|
|||
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Total deferred tax assets
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1,948
|
|||
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Less valuation allowance
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(1,948
|
)
|
||
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$
|
--
|
|||
F-6
The Company has provided a 100% valuation allowance on the deferred tax assets at March 31, 2010 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.
The reconciliation of the effective income tax rate to the federal statutory rate for the period ended March 31, 2010 is as follows:
|
2010
|
||||
|
Federal income tax rate
|
(15.0
|
%)
|
||
|
State tax, net of federal benefit
|
(5.0
|
%)
|
||
|
Increase in valuation allowance
|
20.0
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%
|
||
|
Effective income tax rate
|
0.0
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%
|
||
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.
F-7
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.
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.
On February 1, 2010, the Company issued 3,642,500 shares of common stock as compensation for services. The issuance of these shares was exempt from registration, pursuant to Section 4(2) of the Securities Act of 1933.
9. Required Cash Flow Disclosure for Interest and Taxes Paid:
The company has paid no amounts for federal income taxes and interest.
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:
On April 23, 2010, Mr. Andrew Hromyk resigned as a member of the Board of Directors.
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 six months ended March 31, 2010 we incurred a net loss of $4,643 and since inception we have incurred a net loss of $9,743. Expenses from inception were comprised of costs mainly associated with legal, accounting and office expense.
Liquidity and Capital Resources
At March 31, 2010, 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, has a net loss of $9,743 from inception, and used no cash in operations for the period from September 27, 2007 (inception) to March 31, 2010. 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.
Mark Opzoomer will supervise the search for target companies as potential candidates for a business combination. Mark Opzoomer will pay, at his own expense, any costs he incurs in supervising the search for a target company. Mark Opzoomer 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.
2
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.
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.
3
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.
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
On February 1, 2010, we issued a total of 3,642,500 shares of our common stock to Sheila Hunter in consideration for services rendered; such shares were subsequently sold to Regent International Enterprises Ltd, First Equity Group Ltd. and Red Sky Enterprises Ltd as described in Item 1.01 above.
Such securities were not registered under the Securities Act of 1933. The issuance of these shares was exempt from registration, pursuant to Section 4(2) of the Securities Act of 1933. These securities qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, the shareholder had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.
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Item 3. Defaults Upon Senior Securities.
None
Item 4. Removed and Reserved
None.
Item 5. Other Information.
None
Item 6. Exhibits
(a) Exhibits
31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
31.2 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
32.2 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
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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.
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Signature
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Title
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Date
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/s/ Mark Opzoomer
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President,
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May 4, 2010
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Mark Opzoomer
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Chief Executive Officer, Principal Executive Officer
and Director
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Signature
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Title
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Date
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/s/ Rob Gorle
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Chief Financial Officer, Principal Accounting Officer
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May 4, 2010
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Rob Gorle
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and Secretary
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