Attached files
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| EX-31 - EX-31.1 SECTION 302 CERTIFICATION - HOLLYWALL ENTERTAINMENT INC | nia10q113010ex311.htm |
| EX-32 - EX-32.1 SECTION 906 CERTIFICATION - HOLLYWALL ENTERTAINMENT INC | nia10q113010ex321.htm |
UNITED STATES
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 November 30, 2010
. TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to _______
Commission File Number 333-163628
NATIONAL INTELLIGENCE ASSOCIATION, INC.
![[nia10q113010002.gif]](nia10q113010002.gif)
(Name of small business issuer in its charter)
Nevada |
| 27-0310225 |
(State of incorporation) |
| (I.R.S. Employer Identification No.) |
1800 Ravinia Place
Orland Park, IL 60462
(Address of principal executive offices)
(312) 775-9700
(Registrant’s telephone number)
with a copy to:
Carrillo, Huettel & Zouvas, LLP
3033 Fifth Ave. Suite 400
San Diego, CA 92103
Telephone (619) 546-6100
Facsimile (619) 546-6060
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 .
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 . (Not required)
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 | X . |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes . No X .
As of January 14, 2010, there were 91,440,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.
NATIONAL INTELLIGENCE ASSOCIATION, INC. *
TABLE OF CONTENTS | Page | |
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PART I. FINANCIAL INFORMATION |
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ITEM 1. | FINANCIAL STATEMENTS | 3 |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 10 |
ITEM 3. | QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK | 13 |
ITEM 4. | CONTROLS AND PROCEDURES | 13 |
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PART II. OTHER INFORMATION |
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ITEM 1. | LEGAL PROCEEDINGS | 14 |
ITEM 1A. | RISK FACTORS | 14 |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 14 |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 14 |
ITEM 4. | [REMOVED AND RESERVED] | 14 |
ITEM 5. | OTHER INFORMATION | 14 |
ITEM 6. | EXHIBITS | 15 |
Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of National Intelligence Association, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, except as otherwise indicated by the context, references in this report to “Company”, “NIA”, “we”, “us” and “our” are references to National Intelligence Association, Inc.
2
PART I: FINANCIAL INFORMATION
NATIONAL INTELLIGENCE ASSOCIATION INC.
(A Development Stage Company)
Financial Statements
For the Period Ended November 30, 2010 (unaudited) and August 31, 2010
Balance Sheets (unaudited)
4
Statements of Operations (unaudited)
5
Statements of Cash Flows (unaudited)
6
Notes to the Financial Statements (unaudited)
7
3
NATIONAL INTELLIGENCE ASSOCIATION INC.
(A Development Stage Company)
Balance Sheets
(unaudited)
(The accompanying notes are an integral part of these financial statements)
4
NATIONAL INTELLIGENCE ASSOCIATION INC.
(A Development Stage Company)
Statements of Operations
(unaudited)
| For the Three Months Ended November 30, 2010 $ | For the Three Months Ended November 30, 2009 $ | Accumulated from May 12, 2009 (Date of Inception) to November 30, 2010 $ |
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Revenues | – | – | – |
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Operating Expenses |
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General and Administrative | 17,286 | 9,668 | 95,513 |
Interest Expense | – | – | 2,600 |
Management Fees | 7,500 | 7,500 | 47,500 |
Professional Fees | 22,708 | 20,750 | 203,031 |
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Total Operating Expenses | 47,494 | 37,918 | 348,644 |
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Net Loss | (47,494) | (37,918) | (348,644) |
Net Loss per Share – Basic and Diluted | – | – |
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Weighted Average Shares Outstanding – Basic and Diluted | 91,440,000 | 46,631,428 | |
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(The accompanying notes are an integral part of these financial statements)
5
NATIONAL INTELLIGENCE ASSOCIATION INC.
(A Development Stage Company)
Statements of Cash flows
(unaudited)
| For the Three Months Ended November 30, 2010 $ | For the Three Months Ended November 30, 2009 $ | Accumulated from May 12, 2009 (Date of Inception) to November 30, 2010 $ |
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Operating Activities |
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Net loss for the period | (47,494) | (37,918) | (348,644) |
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Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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Shares issuable for management fees | – | – | 10,000 |
Shares issued for services | – | – | 91,000 |
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Changes in operating assets and liabilities: |
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Accounts payable | 16,047 | (5,000) | 16,774 |
Accrued Liabilities | – | – | 2,600 |
Due to related parties | 2,500 | – | 29,260 |
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Net Cash Used In Operating Activities | (28,947) | (42,918) | (199,010) |
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Financing Activities |
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Proceeds from issuance of common shares | – | 10,000 | 120,500 |
Proceeds from a related party | – | 8,500 | 1,000 |
Proceeds from notes payable | – | – | 95,000 |
Repayment of notes payable | – | – | (15,000) |
Share issuance costs | – | (1,000) | (1,000) |
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Net Cash Provided By Financing Activities | – | 17,500 | 200,500 |
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Increase (Decrease) in Cash | (28,947) | (25,418) | 1,490 |
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Cash – Beginning of Period | 30,437 | 34,885 | – |
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Cash – End of Period | 1,490 | 9,467 | 1,490 |
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Supplemental Disclosures |
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Interest paid | – | – | – |
Income tax paid | – | – | – |
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Non-cash investing and financing activities |
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Shares issued for management fees | – | – | 10,000 |
Shares issued for settlement of debt | – | – | 80,000 |
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(The accompanying notes are an integral part of these financial statements)
6
NATIONAL INTELLIGENCE ASSOCIATION INC.
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
1.
Nature of Operations and Continuance of Business
National Intelligence Association Inc. (the “Company”) was incorporated in the State of Nevada on May 12, 2009. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company a security and investigative company, and will provide professional security, recovery, investigative, training, and protection services.
Going Concern
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at November 30, 2010, the Company has not recognized any revenue, has a working capital deficit of $48,144 and an accumulated deficit of $348,644. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2.
Summary of Significant Accounting Policies
a)
Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is August 31.
b)
Use of Estimates
The preparation of financial statements in conformity with US GAAP 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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
c)
Interim Financial Statements
These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
d)
Cash and cash equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
7
NATIONAL INTELLIGENCE ASSOCIATION INC.
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
2.
Summary of Significant Accenting Policies (continued)
e)
Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
f)
Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
g)
Comprehensive Loss
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at November 30, 2010, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
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NATIONAL INTELLIGENCE ASSOCIATION INC.
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
2.
Summary of Significant Accounting Policies (continued)
h)
Recent Accounting Pronouncements
In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.
In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.
In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.
In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations
3.
Related Party Transactions
As at November 30, 2010, the Company owed $30,260 (August 31, 2010 - $27,760) to the President and Director of the Company for financing of day-to-day expenditures and management fees incurred on behalf of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.
4.
Common Shares
On November 1, 2010, the Company and its Board of Directors approved a four-to-one (4:1) forward stock split of all issued and outstanding common shares. The effect of the forward stock split increased the number of issued and outstanding common shares from 22,860,000 shares to 91,440,000 shares, and the forward stock split has been applied on a retroactive basis since the Company’s inception date.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis or Plan of Operation (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should specifically consider various factors, including the risk factors outlined below. These factors may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
RESULTS OF OPERATIONS
Working Capital
| November 30, | August 31, |
| 2010 $ | 2010 $ |
Current Assets | 1,490 | 30,437 |
Current Liabilities | 49,634 | 31,087 |
Working Capital Deficit | (48,144) | (650) |
Cash Flows
| Three months Ended | Three months Ended |
| November 30, 2010 $ | November 30, 2009 $ |
Cash Flows from (used in) Operating Activities | (28,947) | (42,918) |
Cash Flows from (used in) Financing Activities | - | 17,500 |
Net Decrease in Cash During Period | (28,947) | (25,418) |
Operating Revenues
We have not generated any revenues since inception.
Operating Expenses and Net Loss
Operating expenses and net loss for the three months ended November 30, 2010 was $47,494 compared to $37,918 for the three months ended November 30, 2009. The increase in operating expense is attributed to the fact that the Company incurred $7,618 of additional general and administrative expense related to office expenses that were incurred during the period in addition to an increase of $1,958 of professional fees relating to SEC filings for the Company.
Liquidity and Capital Resources
As at November 30, 2010, the Company’s cash and total asset balance was $1,490 compared to $30,437 as at August 31, 2010. The decrease in cash and total assets were attributed to the fact that the Company incurred general operating costs during the period and did not receive any cash proceeds from operations or financing activities.
As at November 30, 2010, the Company had total liabilities of $49,634 compared with total liabilities of $31,087 as at August 31, 2010. The increase in total liabilities was attributed to increase in accounts payable and accrued liabilities of $16,227 due to the fact that the Company did not have sufficient cash flow to repay its general obligations, and an increase of $2,500 owed to related parties attributed to the accrual of the current period management fees of $2,500 per quarter.
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As at November 30, 2010, the Company had a working capital deficit of $48,144 compared with a working capital deficit of $650 as at August 31, 2010. The increase in working capital deficit was attributed to general expenditures incurred during the period that were not supported by cash proceeds from either operating or financing activities.
Cashflow from Operating Activities
During the three months ended November 30, 2010, the Company used $28,947 of cash for operating activities compared to the use of $42,918 of cash for operating activities during the three months ended November 30, 2009. The change in net cash used in operating activities is attributed to the fact that the Company did not have sufficient cash flow to repay obligations during 2010 whereas in 2009, the Company had sufficient cash financing to repay its obligations.
Cashflow from Financing Activities
During the three months ended November 30, 2010, the Company received $nil of cash from financing activities compared to $17,500 for the three months ended November 30, 2009. During 2009, the Company received $9,000 from the issuance of common shares and $8,500 from a related party.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in note 1 of the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.
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In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.
In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.
In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.
In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements.
In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements.
In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
In June 2009, the FASB issued guidance now codified as FASB ASC Topic 105, Generally Accepted Accounting Principles, as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s consolidated financial statements, but did eliminate all references to pre-codification standards.
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In May 2009, FASB issued ASC 855, Subsequent Events, which establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of ASC 855-10 did not have a material effect on the Company’s consolidated financial statements. Refer to Note 5.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that 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 recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2010. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective. Please refer to our Annual Report on Form 10-K as filed with the SEC on December 14, 2010, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of November 30, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Our management has concluded that, as of November 30, 2010, our internal control over financial reporting is not effective based on these criteria, due to material weaknesses resulting from not having an Audit Committee or financial expert on our Board of Directors and our failure to maintain appropriate cash controls.
Changes in Internal Controls Over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
1.
Quarterly Issuances:
During the quarter, we did not issue any unregistered securities other than as previously disclosed.
2.
Subsequent Issuances:
Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. [REMOVED AND RESERVED].
ITEM 5. OTHER INFORMATION.
On October 14, 2010, we effectuated a forward split of the issued and outstanding common shares of the Company, whereby every one share of common stock held was exchanged for 4 shares of common stock. As a result, the issued and outstanding shares of common stock were increased from approximately 22,860,000 prior to the forward split to 91,440,000 following the forward split. The forward split was payable as a dividend to shareholders of record as of November 1, 2010.
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ITEM 6. EXHIBITS
The following exhibits are filed with this Quarterly Report on Form 10-Q:
Exhibit |
|
|
Number | Description of Exhibit | Filing |
3.1 | Articles of Incorporation | Filed with the SEC on December 10, 2009 as part of our Registration Statement on Form S-1. |
3.2 | Bylaws | Filed with the SEC on December 10, 2009 as part of our Registration Statement on Form S-1. |
10.1 | Management Agreement between James Miller and National Intelligence, Inc. | Filed with the SEC on February 22, 2010 as part of our Amended Registration Statement on Form S-1/A. |
10.2 | Promissory Note issued in favor of James Miller | Filed with the SEC on February 22, 2010 as part of our Amended Registration Statement on Form S-1/A. |
10.3 | Promissory Note issued to Darren Wright dated March 23, 2010 | Filed with the SEC on June 15, 2010 as part of our Current Report on Form 8-K. |
10.4 | Promissory Note issued to Andrene Matre dated March 23, 2010 | Filed with the SEC on June 15, 2010 as part of our Current Report on Form 8-K. |
10.5 | Promissory Note issued to Karen Strate dated March 24, 2010 | Filed with the SEC on June 15, 2010 as part of our Current Report on Form 8-K. |
10.6 | Consulting Agreement between National Intelligence Association, Inc. and Greg Farrell dated June 17, 2010 | Filed with the SEC on June 22, 2010 as part of our Current Report on Form 8-K. |
10.7 | Consulting Agreement between National Intelligence Association, Inc. and William Reininger dated June 17, 2010 | Filed with the SEC on June 22, 2010 as part of our Current Report on Form 8-K. |
10.8 | Consulting Agreement between National Intelligence Association, Inc. and C&D Associates, Inc. dated July 20, 2010 | Filed with the SEC on July 22, 2010 as part of our Current Report on Form 8-K. |
10.9 | Consulting Agreement between National Intelligence Association, Inc. and Steven Graff Levine dated August 3, 2010 | Filed with the SEC on August 24, 2010 as part of our Current Report on Form 8-K. |
14.1 | Code of Ethics | Filed with the SEC on December 10, 2009 as part of our Registration Statement on Form S-1. |
31.01 | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14 | Filed herewith. |
32.01 | CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NATIONAL INTELLIGENCE ASSOCIATION, INC.
Dated: January 14, 2011
By:
/s/ James J. Miller
James J. Miller
President and CEO
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