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EX-31.1 - CERTIFICATION - FITWAYVITAMINS, INC.fitway_ex311.htm
EX-32.1 - CERTIFICATION - FITWAYVITAMINS, INC.fitway_ex321.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM  10-Q

(Mark One)

o  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended_____________________or

x  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from November 01, 2010 to December 31, 2010

Commission File Number

FITWAYVITAMINS, INC.
(Exact name of registrant as specified in it’s charter)
 
Nevada    27-0938396
(State or other jurisdiction of incorporation or organization)        (I.R.S. Employer Identification No.)
                                                       
112 North Curry Street  Carson City, Nevada      89703
(Address of principal executive offices)       (Zip Code)
                                                        
775-321-8227
(Registrant’s telephone number, including area code)
_________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

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.   x YES o 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). o YES     x NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o Accelerated filer o
       
Non-accelerated filer o    (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). x YES    o NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court   o YES      o NO

APPLICABLE ONLY TO CORPORATE ISSUERS:
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of January 31, 2011, Fitwayvitamins, Inc. had 10,285,205 shares of common stock issued and outstanding.
 


 
 

 
TABLE OF CONTENTS
 
PART I—FINANCIAL INFORMATION      
           
Item 1. Financial Statements.       
           
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.     10   
           
Item 3. Quantitative and Qualitative Disclosures About Market Risk.      11   
           
Item 4. Controls and Procedures.      11   
           
PART II—OTHER INFORMATION        
           
Item 1. Legal Proceedings.     12   
           
Item 1A. Risk Factors.     12   
           
Item 2. Unregistered Sales of Securities and Use of Proceeds.      12   
           
Item 3. Defaults Upon Senior Securities.     12   
           
Item 4. Submission of Matters to a Vote of Security Holders.      12   
           
Item 5. Other Information.      12   
           
Item 6. Exhibits.      12   
           
SIGNATURES     13   
 
 
2

 

PART I—FINANCIAL INFORMATION
 
Item 1. Financial Statements.

 
 
 
 
FITWAYVITAMINS, INC.
(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

December 31, 2010

UNAUDITED
 
 
BALANCE SHEETS   4  
       
STATEMENTS OF OPERATIONS   5  
       
STATEMENTS OF STOCKHOLDERS’ DEFICIT   6  
       
STATEMENTS OF CASH FLOWS   7  
       
NOTES TO CONDENSED FINANCIAL STATEMENTS   8  
 
 
3

 
 
FITWAYVITAMINS, INC.
(A Development Stage Company)
 
BALANCE SHEETS
Unaudited
 
   
As of
   
As of
 
   
December 31, 2010
   
October 30, 2010
 
         
(Audited)
 
             
ASSETS
 
             
CURRENT ASSETS
           
Cash
  $ -     $ 2,535  
Total current assets
    -       2,535  
TOTAL ASSETS
  $ -     $ 2,535  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
                 
CURRENT LIABILITIES
               
Accounts payable and accrued liabilities
  $ 14,250     $ 15,303  
Other liability
    1,411       -  
Due to related party (Note 3)
    7,180       6,354  
     Total current liabilities
  $ 22,841     $ 21,657  
                 
                 
STOCKHOLDERS’ DEFICIT
               
Capital stock:
               
Authorized
               
75,000,000 shares of common stock, $0.0001 par value,
               
Issued and outstanding
               
10,285,205 shares of common stock
    1,029       1,029  
Additional Paid in Capital
    17,527       17,527  
Deficit accumulated during the exploration stage
    (41,397 )     (37,678 )
Total stockholders’ deficit
  $ (22,841 )   $ (19,122 )
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  $ -     $ 2,535  
 
The accompanying notes are an integral part of these financial statements
 

 
4

 
 
FITWAYVITAMINS, INC.
(A Development Stage Company)
 
STATEMENTS OF OPERATIONS
Unaudited
 
   
 
 
 
Two months
Ended
December 31, 2010
   
 
 
Two months
Ended
December 31, 2009
   
Cumulative results of operations from Inception (September 10, 2009) to 
December 31, 2010
 
                   
EXPENSES
                 
                   
Office and general
  $ (219 )   $ -     $ (8,147 )
Professional fees
    (3,500 )     -       (33,250 )
TOTAL EXPENSES
    (3,719 )     -       (41,397 )
                         
                         
NET LOSS
  $ (3,719 )   $ -     $ (41,397 )
BASIC NET LOSS PER COMMON SHARE
  $     0.00     $    0.00     $    0.00  
                         
WEIGHTED AVERAGE NUMBER OF BASIC COMMON SHARES OUTSTANDING     10,285,205       9,347,826          
 
The accompanying notes are an integral part of these financial statements

 
5

 

FITWAYVITAMINS, INC.
(A Development Stage Company)
 
STATEMENT OF STOCKHOLDERS’ DEFICIT
FROM INCEPTION (SEPTEMBER 10, 2009) TO DECEMBER 31, 2010
(Unaudited)
 
   
Common Stock
   
 Additional
Paid-in
   
 Deficit
Accumulated
During the
       
   
Number of shares
   
Amount
   
Capital
   
Exploration Stage
   
Total
 
                               
Common stock issued for cash at $0.001 per share
                             
- October 7, 2009
    10,000,000     $ 1,000     $ 9,000     $ -     $ 10,000  
                                         
Net Loss for the year ended on October 31, 2009
    -       -       -       (7,412 )     (7,412 )
                                         
Balance, October 31, 2009
    10,000,000       1,000       9,000       (7,412 )     2,588  
                                         
Common stock issued for cash at $0.03 per share – August 26, 2010
    285,205       29       8,527               8,556  
                                         
Net Loss for the year ended on October 31, 2010
    -       -       -       (30,266 )     (30,266 )
                                         
Balance, October 31, 2010
    10,285,205       1,029       17,527       (37,678 )     (19,122 )
                                         
Net Loss for the two months ended on December 31, 2010
    -       -       -       (3,719 )     (3,719 )
                                         
Balance, December 31, 2010
    10,285,205     $ 1,029     $ 17,527     $ (41,397 )   $ (22,841 )
 
The accompanying notes are an integral part of these financial statements

 
6

 

FITWAYVITAMINS, INC.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
Two months ended
December 31, 2010
   
 
Two months ended
December 31, 2009
   
From Inception (September 10, 2009) to December 31, 2010
 
                   
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net loss
  $ (3,719 )   $ -     $ (41,397 )
Adjustment to reconcile net loss to net cash used in operating activities
                       
Increase (decrease) in accounts payable and accrued expenses
    (1,052 )     (4,500 )     14,250  
Increase in other liability
    1,411       -       1,411  
                         
NET CASH USED IN OPERATING ACTIVITIES
    (3.360 )     (4,500 )     (25,736 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
    -       -       -  
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Due to Related Party
    825       -       7,180  
Proceeds from sale of common stock
    -       -       18,556  
                         
NET CASH PROVIDED BY FINANCING ACTIVITIES
    825       -       25,736  
                         
NET DECREASE IN CASH
    (2,535 )     (4,500 )     -  
                         
CASH, BEGINNING OF PERIOD
    2,535       9,990       -  
                         
CASH, END OF PERIOD
  $ -     $ 5,490     $ -  
                         
Supplemental cash flow information and noncash financing activities:
Cash paid for:
                       
 
Interest
  $ -     $ -  

Income taxes
  $ -     $ -  
 
The accompanying notes are an integral part of these financial statements

 
7

 
 
FITWAYVITAMINS, INC.
(A Development Stage Company)
 NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
December 31, 2010
 
 
NOTE 1 – CONDENSED FINANCIAL STATEMENTS
 
The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2010, and for all periods presented herein, have been made.
 
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s October 31, 2010 audited financial statements.  The results of operations for the periods ended December 31, 2010 and the same period last year are not necessarily indicative of the operating results for the full years.
 
Effective December 31, 2010, the Company changed its fiscal year end from October 31 to June 30.
 
Below is a proforma basis presentation of the Operations Statement for the 3 months and 6 months to December 31, to reflect what would have been the position if the year-end change had been made at the beginning of the year.
 
   
Three months ended December 31, 2010
   
Three months ended December 31, 2009
   
Six months ended December 31, 2010
   
Six months ended December 31, 2009
   
From inception (September 10, 2009) to December 31, 2010
 
REVENUE
                             
Office and general
  $ 522     $ 1,412     $ 5,952     $ 1,412     $ 8,447  
Professional Fees
    9,500       6,000       19,500       6,000       33,250  
Total Expenses
  $ 10,022     $ 7,412     $ 25,452     $ 7,412     $ 41,397  
NET LOSS
  $ (10,022 )   $ (7,412 )   $ (25,452 )   $ (7,412 )   $ (41,397 )
Basis net loss per common share   $ 0.00     $ 0.00     $ 0.00     $ 0.00          
 
NOTE 2 – GOING CONCERN
 
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
 
 
8

 
 
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
 
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might result from this uncertainty. 
 
NOTE 3 – RELATED PARTY TRANSACTION
 
As of December 31, 2010 and October 31, 2010, the Company received advances from a Director in the amount of $7,180 and $6,354 to pay for day to day expenses and incorporation costs. The amounts due to the related party are unsecured and non-interest bearing with no set terms of repayment.
 
NOTE 4 – RECLASSIFICATION OF COMMON STOCK
 
The financial statements and related data in the 10K filed for the period ended October 31, 2010 originally presented the common stock at $0.001 par value. The par value was shown in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”)  on January 18, 2011 as $0.001 per share, when, in fact it is $0.0001 per share. The par value was not in accordance with the Articles of Incorporation of the Company. The Company noted the error in the current period and has reclassified the common stock and additional paid in capital to correctly reflect the $0.0001 par value of the common stock.  It is management’s decision not to restate the 10K as there is no change in the overall equity and so does not affect the financials. This reclassification is being provided solely to correct typographical errors in connection with the par value per share of common stock.  Additionally restatement of the financials may cause undue delay in future filings and financial loss as the Company has to hire professionals to make the necessary changes and filings.
 
NOTE 5 - SUBSEQUENT EVENTS
 
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were available to be issued and has determined that there are no events to disclose.
 

 
9

 
 
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

On September 10, 2009, Mrs. Margret Wessels, president and sole director, incorporated the Company in the State of Nevada and established a fiscal year end of October 31. Fitwayvitamins, Inc. is a development-stage company that intends to sell its sports nutrition products through its website.
 
The Company has not yet implemented its business model and to date has generated no revenues.
 
Effective December 31, 2010, the Company changed its fiscal year end from October 31 to June 30.
 
The Company did not generate any revenue during the transition period ended December 31, 2010.

Total expenses in the transition period ending December 31, 2010 were $3,719 resulting in an operating loss for the transition period of $3,719. The operating loss for the transition period is a result of professional fees in the amount of $3,500 in professional fees, office and general in the amount of $219.

As of December 31, 2010 the Director has advanced $7,180 to the Company to maintain its operations. This amounts are unsecured, non-interest bearing and without specific terms of repayment.

As of the transition period ended December 31, 2010 the Company had overdrawn a sum of $1,411 from its trust account with the legal counsel which has been reflected as an other liability in the accompanying balance sheet of the financial statements.
 
Our auditors have issued a going concern opinion in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”)  on January 18, 2011.  This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated any revenues since inception and no revenues are anticipated until we begin sale of our products.  Accordingly we must raise cash from sources other than the sale of our planned products.  Our only other source of cash at this time is advances from our officer and director and investments by others through loans or sale of our common equity.
 
We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. We expect to incur administrative expenses as well as professional fees and other expenses associated with maintaining our SEC filings. We will require additional funds during this time and will seek to raise the necessary additional capital.  If we are unable to obtain additional financing, we may be required to reduce the scope of our activities, which could harm our business, financial condition and operating results.  Additional funding may not be available on favorable terms, if at all.

Plan of Operations

The Company is attempting to raise capital and begin its operations. If we are unable to complete any phase of our planned operations because we don’t have enough money, we will cease any of our planned operations until we raise sufficient funding.  Attempting to raise capital after failing in any of our planned operations would be difficult.  As such, if we cannot secure additional proceeds we will have to cease operations. If we have to reduce or cease our business activities due to lack of funding we have no plans to engage in any other business or enterprise.

We have three planned phases to our operations over the next twelve months.

For the first phase of our operations the Company plans to introduce our first product, a pure whey protein powder and to hire consultants to develop the Company’s logo, its product package design, its website development, hire professional service for lab analysis of its planned products and to enter into a supply and manufacturing agreement with African Dynamics Group  as the Company will retain consultants to develop its logo, its product package design, its website development and hire professional service for lab analysis of its planned initial products. From cost estimates from these consultants, the Company has budgeted, $8,000 for lab analysis of its planned products, $10,000 for logo development, $30,000 for package design, package production, $6,000 for website development and $500 for website hosting. In addition, the Company has budgeted $1,500 for online advertising and $15,000 for business travel.

For the second phase of our development we intend to increase our online advertising estimated to cost an additional $2,000 to compliment the introduction of three additional products; a whey protein powder and a meal supplement with 8gr of carbohydrates and 16gr of whey protein, nutritional chocolate bars with whey protein, carbohydrates and vitamins infused and cookies containing whey protein powder, amino acids and multi vitamins. We plan to participate in trade shows or health expos in North America talking about health, wellness and nutrition throughout the U.S.A. We plan to have an exposition booth in these shows. Total cost for attending trade shows or health expos is estimated at $10,000.
 
 
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The third phase of our development is to extend our brand awareness by expanding our marketing efforts to other media venues such as the home shopping network, estimated to cost $28,000.
 
We do not expect to purchase or sell plant or significant equipment in the next twelve months.

We do not anticipate the purchase or sale of any plant or equipment.

Off Balance Sheet Arrangements

As of the date of this Report, the current funds available to the Company will not be sufficient to continue operations. The cost to establish the Company and begin operations is estimated to be approximately $24,300 over the next twelve months and the cost of maintaining our reporting status is estimated to be $14,000 over this same period. Our officer and director, Mrs. Wessels has undertaken to provide the Company with initial operating capital to sustain our business as the expenses are incurred in the form of a non-secured loan. However, there is no contract in place or written agreement securing this agreement.  Management believes that if the Company cannot raise sufficient revenues or maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company.  As such, any investment previously made would be lost in its entirety.

Other than the above described situation 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 are material to investors.
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.
 
Item 4.  Controls and Procedures.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

As of December 31, 2010 management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments.  Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of October 31, 2010 and communicated to our management.
 
 
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Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.  We are committed to improving our financial organization. As part of this commitment, we will create a position to  segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

There have been no significant changes in our internal controls over financial reporting that occurred during the transition period ended December 31, 2010 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.
 
PART II—OTHER INFORMATION
 
Item 1. Legal Proceedings.

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.
 
Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.
 
Item 2. Unregistered Sales of 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.
 
31.1   Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
     
31.2   Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
     
32.1   Section 1350 Certification of Chief Executive Officer
     
32.2   Section 1350 Certification of Chief Financial Officer **
 
*     Included in Exhibit 31.1
**    Included in Exhibit 32.1

 
12

 
 
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.
 
 
Fitwayvitamins, Inc.
 
  (Registrant)  
       
February 3, 2011
By:
 /s/ Margret Wessels  
    Margret Wessels  
    President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting officer
 
       

 
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