Attached files
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EX-31.2 - ACCELERATED ACQUISITIONS III INC | v184730_ex31-2.htm |
EX-32.1 - ACCELERATED ACQUISITIONS III INC | v184730_ex32-1.htm |
EX-32.2 - ACCELERATED ACQUISITIONS III INC | v184730_ex32-2.htm |
EX-31.1 - ACCELERATED ACQUISITIONS III INC | v184730_ex31-1.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended March 31, 2010
¨
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from to
Commission
file number 000-53393
CLS Capital Group,
Inc.
(formerly known as
Accelerated Acquisitions III, Inc.
(Exact
name of small business issuer as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation or organization)
26-2517715
(I.R.S.
Employer Identification Number)
6800 W. Central Avenue,
Suite E-1, Toledo, OH 43617
(Address
of Principal Offices)
(888)
616-6639
(Issuer’s
Telephone Number)
No
change
(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
¨.
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every interactive
Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T 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. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated
Filer
¨
|
Accelerated
Filer ¨
|
Non-Accelerated Filer
¨ (Do not check if a
smaller reporting
company)
|
Smaller Reporting
Company
þ
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No
x.
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 18,250,000 shares of common stock, par value
$.0001 per share, outstanding as of May 1, 2010.
Transitional
Small Business Disclosure Format (Check
one): Yes ¨
No x
CLS
CAPITAL GROUP, INC.
-
INDEX -
Page(s)
|
|||
PART
I – FINANCIAL INFORMATION:
|
|||
Item
1.
|
Financial
Statements (unaudited):
|
||
Balance
Sheets as of March 31, 2010 and December 31, 2009
|
F-1
|
||
Statements
of Operations for the three months ended March 31, 2010 and March 31, 2009
and for the Cumulative Period from Inception (April 29, 2008) to March 31,
2010
|
F-2
|
||
Statements
of Cash Flows for the three months ended March 31, 2010 and for the
Cumulative Period from Inception (April 29, 2008) to March 31,
2010
|
F-3
|
||
Notes
to Financial Statements
|
F-4 – F-7
|
||
Item 2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
3
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
4
|
|
Item 4T.
Controls and Procedures
|
4
|
||
PART
II – OTHER INFORMATION:
|
|||
Item
1.
|
Legal
Proceedings
|
5
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
5
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
5
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
5
|
|
Item
5.
|
Other
Information
|
5
|
|
Item 6.
|
Exhibits
|
5
|
|
Signatures
|
6
|
2
CLS CAPITAL GROUP,
INC.
A
Development Stage Company
BALANCE
SHEETS
March 31,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
(unaudited)
|
(audited)
|
|||||||
ASSETS
|
|
|||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents,
|
$
|
120
|
$
|
120
|
||||
TOTAL
ASSETS
|
$
|
120
|
$
|
120
|
||||
LIABILITIES
AND STOCKHOLDER’S DEFICIT
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accrued
expenses
|
$
|
7,000
|
$
|
4,681
|
||||
Shareholder
advances
|
6,207
|
1,526
|
||||||
TOTAL
LIABILITIES
|
$
|
13,207
|
$
|
6,207
|
||||
STOCKHOLDER’S
DEFICIT:
|
||||||||
Preferred
stock, $.001 par value; 10,000,000 shares authorized; none issued and
outstanding
|
-
|
|||||||
Common
stock, $.001 par value; 100,000,000 shares authorized; 18,250,000 shares
issued and outstanding at March 31, 2010 and December 31,
2009
|
1,825
|
1,825
|
||||||
Additional
paid-in capital
|
3,875
|
3,875
|
||||||
Deficit
accumulated during the development stage
|
(17,087
|
)
|
(10,087
|
)
|
||||
Stock
subscription receivable
|
(1,700
|
)
|
(1,700
|
)
|
||||
TOTAL
STOCKHOLDER’S DEFICIT
|
(13,087
|
)
|
(6,087
|
)
|
||||
TOTAL
LIABILITIES AND STOCKHOLDER’S DEFICIT
|
$
|
120
|
$
|
120
|
See
notes to unaudited financial statements.
F-1
CLS
CAPITAL GROUP, INC.
(A
Development Stage Company)
Statements
of Operations
(Unaudited)
|
Three Mos.
Ended
March 31,
2010
|
Three Mos.
Ended
March 31,
2009
|
April 29,
2008
(Inception)
through
March 31,
2010
|
|||||||||
Revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Operating
Expenses
|
||||||||||||
General
and administrative
|
7,000
|
1,750
|
17,087
|
|||||||||
Net
Operating Expenses
|
7,000
|
1,750
|
17,087
|
|||||||||
Net
Loss
|
$
|
(7,000
|
)
|
$
|
(1,750
|
)
|
$
|
(17,087
|
)
|
|||
Basic
earnings (loss) per share—Basic and Diluted
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||||||
Weighted
average number of common shares outstanding
|
18,250,000
|
5,000,000
|
see
notes to unaudited financial statements.
F-2
CLS CAPITAL GROUP,
INC.
A
Development Stage Company
STATEMENTS OF CASH
FLOWS
(unaudited)
For the
Three
Months
ended
March 31,
2010
|
For the
Cumulative
Period from
Inception
(April 29,
2008)
through
March 31,
2010
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
loss
|
$
|
(7,000
|
)
|
$
|
(15,052
|
)
|
||
Increase
(decrease) in accounts payable
|
2,319
|
5,665
|
||||||
Net
cash used in operating activities
|
(4,681
|
)
|
(9,387
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds
from the issuance of common stock
|
-
|
5,700
|
||||||
Cancellation
of common stock
|
-
|
(375
|
)
|
|||||
Additional
paid-in capital
|
-
|
375
|
||||||
Stock
subscription receivable
|
-
|
(1,700
|
)
|
|||||
Shareholder
Advances
|
4,681
|
5,507
|
||||||
Net
cash provided by financing activities
|
4,681
|
9,507
|
||||||
NET
INCREASE IN CASH AND CASH EQUIVALENTS
|
-
|
120
|
||||||
Cash
and cash equivalents at beginning of period
|
120
|
-
|
||||||
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
120
|
$
|
120
|
See
notes to unaudited financial statements.
F-3
CLS CAPITAL GROUP,
INC.
A
Development Stage Company
NOTES TO FINANCIAL
STATEMENTS
MARCH 31,
2010
NOTE 1
|
-
|
ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:
|
(a)
Organization and Business:
CLS
Capital Group, Inc. (formerly known as Accelerated Acquisitions III, Inc.) (“the
Company”) was incorporated in the state of Delaware on April 29, 2008 for the
purpose of raising capital that is intended to be used in connection with its
business plan which may include a possible merger, acquisition or other business
combination with an operating business. On April 26, 2010, the Company changed
its business plan and has now become a specialty investment company principally
providing capital and other assistance to start-up and micro companies. The
Company intends to focus its portfolio in a wide variety of different sectors
including but not limited to alternative resources, technology, biotech,
insurance, and services. Our investment objective is to maximize our portfolio’s
total return by using a unique financing models that collateralizes traditional
loan using investment grade fixed income instruments, such as CD, Bonds, Medium
Term Notes, etc. and investing in the debt and/or equity securities of
start-up and micro companies. We also seek to provide our stockholders with
current income on investments in debt securities and long-term capital growth
through the appreciation in the value of warrants or other equity instruments
that we may receive when we make debt investments or equity
investments.
The
Company is currently in the development stage. All activities of the Company to
date relate to its organization, initial funding and share
issuances.
(b)
Basis of Presentation
The
accompanying Interim Financial Statements are unaudited and have been prepared
in accordance with accounting principles generally accepted for interim
financial statement presentation and in accordance with the instructions to
Regulations S-K. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statement presentation. In the
opinion of management, all adjustments for a fair statement of the results and
operations and financial position for the interim periods presented have been
included. All such adjustments are of a normal recurring nature. The
financial information should be read in conjunction with the Financial
Statements and notes thereto included in the Company’s Form 10-K Annual Report
for the year ended December 31, 2009 and the Company’s Registration Statement on
Form 10. The March 31, 2010 consolidated financial statements presented herein
may not be indicative of the results of the Company for the year ending December
31, 2010.
(c)
Going Concern
The
accompanying financial statements have been prepared on a going concern basis,
which assumes the Company will realize its assets and discharge its liabilities
in the normal course of business. As reflected in the accompanying financial
statements, the Company has a deficit accumulated during the development stage
of $17,087, used cash from operations of $9,387 since its inception, and has
negative working capital of $13,207 at March 31, 2010. The Company’s ability to
continue as a going concern is dependent upon its ability to generate future
profitable operations and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. The Company’s ability to continue as a going concern is also
dependent on its ability to find a suitable target company and enter into a
possible reverse merger with such company. Management’s plan includes obtaining
additional funds by equity financing through a reverse merger transaction and/or
related party advances, however there is no assurance of additional funding
being available. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. The accompanying financial statements do
not include any adjustments that might arise as a result of this
uncertainty.
F-4
CLS CAPITAL GROUP,
INC.
A
Development Stage Company
NOTES TO FINANCIAL
STATEMENTS
MARCH 31,
2010
NOTE 1
|
-
|
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued):
|
(d)
Use of Estimates:
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the balance sheet and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
NOTE 2
|
-
|
INCOME
TAXES:
|
The
Company has incurred net operating losses since inception. The Company has not
reflected any benefit of such net operating loss carry forward in the financial
statements.
In
assessing the realization of deferred tax assets, management considers whether
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income.
Based on
the level of historical taxable losses and projections of future taxable income
(losses) over the periods in which the deferred tax assets can be realized,
management currently believes that it is more likely than not that the Company
will not realize the benefits of these deductible differences. Accordingly, the
Company has provided a valuation allowance against the gross deferred tax assets
as follows:
March 31, 2010
|
December 31, 2009
|
|||||||
Gross
deferred tax assets
|
5,800 | 3,400 | ||||||
Valuation
allowance
|
(5,800 | ) | (3,400 | ) | ||||
Net
deferred tax asset
|
— | — |
As of
March 31, 2010 $17,000 the federal net operating loss carryforwards expire in
the tax years 2028 and 2029.
Federal
tax laws impose significant restrictions on the utilization of net operating
loss carryforwards and research and development credits in the event of a change
in ownership of the Company, as defined by the Internal Revenue Code Section
382. The Company’s net operating loss carryforwards and research and development
credits may be subject to the above limitations.
The
relevant FASB standard resulted in no adjustments to the Company’s liability for
unrecognized tax benefits. As of both the date of adoption and as of March 31.
2010 there were no unrecognizable tax benefits. Accordingly, a tabular
reconciliation from beginning to ending periods is not provided. The Company
will classify any future interest and penalties as a component of income tax
expense if incurred. To date, there have been no interest or penalties charged
or accrued in relation to unrecognized tax benefits. The Company is
subject to federal and state examinations for the year 2008 forward. There are
no tax examinations currently in progress.
F-5
CLS CAPITAL GROUP,
INC.
A
Development Stage Company
NOTES TO FINANCIAL
STATEMENTS
MARCH 31,
2010
NOTE 3
|
-
|
RECENT
ACCOUNTING PRONOUNCEMENTS:
|
In
February 2010, the FASB issued amended guidance on subsequent events to
alleviate potential conflicts between FASB guidance and SEC requirements. Under
this amended guidance, SEC filers are no longer required to disclose the date
through which subsequent events have been evaluated in originally issued and
revised financial statements. This guidance was effective immediately and we
adopted these new requirements for the period ended March 31, 2010. The
adoption of this guidance did not have a material impact on our financial
statements.
In
February 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-08 (ASU 2010-08), Technical Corrections to Various Topics.
This amendment eliminated inconsistencies and outdated provisions and provided
the needed clarifications to various topics within Topic 815. The
amendments are effective for the first reporting period (including interim
periods) beginning after issuance (February 2, 2010), except for certain
amendments. The amendments to the guidance on accounting for income
taxes in a reorganization (Subtopic 852-740) should be applied to
reorganizations for which the date of the reorganization is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. For those reorganizations reflected in interim financial
statements issued before the amendments in this Update are effective,
retrospective application is required. The clarifications of the
guidance on the embedded derivates and hedging (Subtopic 815-15) are effective
for fiscal years beginning after December 15, 2009, and should be applied to
existing contracts (hybrid instruments) containing embedded derivative features
at the date of adoption. The Company does not expect the provisions
of ASU 2010-08 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-07 (ASU 2010-07), Not-for-Profit Entities (Topic 958):
Not-for-Profit Entities: Mergers and Acquisitions. This amendment to
Topic 958 has occurred as a result of the issuance of FAS 164. The
Company does not expect the provisions of ASU 2010-07 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-06 (ASU 2010-06), Fair Value Measurements and Disclosures
(Topic 820): Improving Disclosures about Fair Value
Measurements. This amendment to Topic 820 has improved disclosures
about fair value measurements on the basis of input received from the users of
financial statements. This is effective for interim and annual
reporting periods beginning after December 15, 2009, except for the disclosures
about purchases, sales, issuances, and settlements in the roll forward of
activity in Level 3 fair value measurements. Those disclosures are
effective for fiscal years beginning after December 15, 2010, and for interim
periods within those fiscal years. Early adoption is
permitted. The Company does not expect the provisions of ASU 2010-06
to have a material effect on the financial position, results of operations or
cash flows of the Company.
In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-05 (ASU 2010-05), Compensation – Stock Compensation (Topic
718). This standard codifies EITF Topic D-110 Escrowed Share
Arrangements and the Presumption of Compensation.
F-6
CLS CAPITAL GROUP,
INC.
A
Development Stage Company
NOTES TO FINANCIAL
STATEMENTS
MARCH 31,
2010
NOTE 3
|
-
|
RECENT
ACCOUNTING PRONOUNCEMENTS
(Continued):
|
In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-04 (ASU 2010-04), Accounting for Various Topics—Technical
Corrections to SEC Paragraphs.
In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-03 (ASU 2010-03), Extractive Activities—Oil and Gas (Topic
932): Oil and Gas Reserve Estimation and Disclosures. This amendment
to Topic 932 has improved the reserve estimation and disclosure requirements by
(1) updating the reserve estimation requirements for changes in practice and
technology that have occurred over the last several decades and (2) expanding
the disclosure requirements for equity method investments. This is
effective for annual reporting periods ending on or after December 31,
2009. However, an entity that becomes subject to the disclosures
because of the change to the definition oil- and gas- producing activities may
elect to provide those disclosures in annual periods beginning after December
31, 2009. Early adoption is not permitted. The Company
does not expect the provisions of ASU 2010-03 to have a material effect on the
financial position, results of operations or cash flows of the
Company.
In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810): Accounting and Reporting for Decreases in Ownership of a
Subsidiary. This amendment to Topic 810 clarifies, but does not
change, the scope of current US GAAP. It clarifies the decrease in
ownership provisions of Subtopic 810-10 and removes the potential conflict
between guidance in that Subtopic and asset derecognition and gain or loss
recognition guidance that may exist in other US GAAP. An entity will
be required to follow the amended guidance beginning in the period that it first
adopts FAS 160 (now included in Subtopic 810-10). For those entities
that have already adopted FAS 160, the amendments are effective at the beginning
of the first interim or annual reporting period ending on or after December 15,
2009. The amendments should be applied retrospectively to the first period that
an entity adopted FAS 160. The Company does not expect the provisions
of ASU 2010-02 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force). This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit on
the amount of cash that will be distributed is not a stock dividend for purposes
of applying Topics 505 and 260. Effective for interim and annual periods ending
on or after December 15, 2009, and would be applied on a retrospective
basis. The Company does not expect the provisions of ASU 2010-01 to
have a material effect on the financial position, results of operations or cash
flows of the Company.
F-7
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
CLS
Capital Group, Inc. (formerly known as Accelerated Acquisitions III, Inc.) (“the
Company”) was incorporated in the state of Delaware on April 29, 2008 for the
purpose of raising capital that is intended to be used in connection with its
business plan which may include a possible merger, acquisition or other business
combination with an operating business. On April 26, 2010, the Company changed
its business plan and has now become a specialty investment company principally
providing capital and other assistance to start-up and micro
companies.
Results of
Operations
For the
three months ending March 31, 2010, the Company had no revenues and incurred
general and administrative expenses of $7,000.
For the
period from inception (April 29, 2008) through March 31, 2010, the Company had
no activities that produced revenues from operations and had a net loss of
$(15,831), due to legal, accounting, audit and other professional service fees
incurred in relation to the formation of the Company and the filing of the
Company’s Registration Statement on Form 10 filed in August 2008 and other
SEC-related compliance matters.
Liquidity
and Capital Resources
As of
March 31, 2010, the Company had assets equal to $120 and had current liabilities
of $13,207 as of March 31, 2010.
The
following is a summary of the Company's cash flows from operating, investing,
and financing activities:
For the
Cumulative Period from Inception (April 29, 2008) through March 31,
2010
Operating
activities
|
$
|
(9,387
|
)
|
|
Investing
activities
|
-
|
|||
Financing
activities
|
$
|
9,507
|
||
Net
effect on cash
|
$
|
120
|
The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. If continued funding and
capital resources are unavailable at reasonable terms, the Company may not be
able to implement its plan of operations.
Plan
of Operations
The
Company intends to focus its portfolio in a wide variety of different sectors
including but not limited to alternative resources, technology, biotech,
insurance, and services. Our investment objective is to maximize our portfolio’s
total return by using a unique financing models that collateralizes traditional
loan using investment grade fixed income instruments, such as CD, Bonds, Medium
Term Notes, etc. and investing in the debt and/or equity securities of
start-up and micro companies. We also seek to provide our stockholders with
current income on investments in debt securities and long-term capital growth
through the appreciation in the value of warrants or other equity instruments
that we may receive when we make debt investments or equity
investments.
3
The
Company is currently in the development stage and has not commenced operations.
All activities of the Company to date relate to its organization, initial
funding and share issuances.
The
Company currently does not engage in any business activities that provide cash
flow. Until the Company commences operations, we anticipate incurring
costs related to:
(i)
|
filing
Exchange Act reports, and
|
(ii)
|
investigating,
analyzing and consummating various business
opportunities.
|
We
believe we will be able to meet these costs primarily through deferral of fees
by certain service providers and additional amounts, as necessary, to be loaned
to or invested in us by our stockholders, management or other investors. There
is no guarantee that we will be able to access any funding or that the funding
we access will be sufficient in amount to sustain our operations or that such
funds may be accessed on terms which are beneficial to the Company.
Off-Balance
Sheet Arrangements
The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
ITEM
4T. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of March 31, 2010. Based on
this evaluation, our principal executive officer and principal financial officer
have concluded that our disclosure controls and procedures are effective to
ensure that information required to be disclosed by us in the reports we file or
submit under the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms and that our disclosure and controls are designed to ensure that
information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive officer and
principal financial officer, or persons
performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
4
Changes
in Internal Control Over Financial Reporting
There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the first quarter of fiscal 2010 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.
To the
best knowledge of the Company’s management, the Company is not a party to any
legal proceeding or litigation.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior
Securities.
None.
Item 4. Submission of Matters to a
Vote of Security Holders.
None.
Item 5. Other
Information.
None.
Item
6. Exhibits.
Exhibit
No.
|
Description
|
|
31.1
|
Certification
of the Company’s Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended March 31,
2010.
|
|
31.2
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended March 31,
2010.
|
|
32.1
|
Certification
of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
2002.
|
|
32.2
|
Certification
of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
2002.
|
5
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CLS Capital Group, Inc.
|
|
By
|
|
/s/ Redell Vincent Napper
III
|
|
Redell
Vincent Napper III
|
|
Chief
Financial Officer, Principal Executive Officer, Principal
Financial
Officer,
Treasurer and Director
|
|
Date
|
|
May
12, 2010
|
|
By
|
|
/s/ Reynaldo Uballe Jr.
|
|
Reynaldo
Uballe Jr.
|
|
COO,
and Director
|
|
Date
|
|
May
12,
2010
|
6
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
|
31.1
|
Certification
of the Company’s Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended March 31,
2010.
|
|
31.2
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended March 31,
2010.
|
|
32.1
|
Certification
of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
2002.
|
|
32.2
|
Certification
of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
2002.
|
7