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EX-32.1 - CERT 906 - CEO, CFO - STATIONDIGITAL CORPex32-1.htm
EX-31.1 - CERT 302 - CEO, CFO - STATIONDIGITAL CORPex31-1.htm


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________

FORM 10-Q
_____________________
 


 x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended November 30, 2009
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______to______.

Commission File Number: 333-157010

ALARMING DEVICES, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
26-3062327
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification Number)
 
112 North Curry Street, Carson City, NV   89703-4934
(Address of principal executive office and zip code)
 
775-284-3707
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the issuer (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 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 
 
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 February 16, 2011, 5,340,000 shares of the Registrant’s common stock, $0.001 par value per share, were issued and outstanding.


 
 
 

 
 
 
 
ALARMING DEVICES, INC.

FORM 10-Q

For the quarter ended November 30, 2009

 
TABLE OF CONTENTS

PART I— FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
1
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
13
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
14
Item 4.
Controls and Procedures
14
     
PART II— OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
15
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
15
Item 3.
Defaults Upon Senior Securities
15
Item 4.
Submission of  Matters to a Vote of  Security Holders
15
Item 5.
Other Information
15
Item 6.
Exhibits
15
     
SIGNATURES
16
 
 
 
 
 


 
 
- 2 -

 




ALARMING DEVICES, INC.
(A Development Stage Company)
 
FINANCIAL STATEMENTS
 
November 30, 2009
 
Unaudited


FINANCIAL STATEMENTS
Page #
   
Balance Sheets
4
   
Statements of Operations
5
   
Statements of Stockholders  Equity
6
   
Statement of Cash Flows
7
   
Notes to the Financial Statements (Unaudited)
8

 
 
- 3 -

 


ALARMING DEVICES, INC.
(A Development Stage Company)

BALANCE SHEETS


   
November 30, 2009
(Unaudited)
   
August 31, 2009
 
             
ASSETS
           
             
CURRENT ASSETS
           
Cash
  $ 677     $ 2,805  
TOTAL ASSETS
  $ 677     $ 2,805  
                 
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES
               
Accounts payable and accrued liabilities
  $ 6,500     $ 7,628  
Due to related party
    12,765       9,395  
TOTAL CURRENT LIABILITIES
  $ 19,265     $ 17,023  
                 
                 
STOCKHOLDER’S EQUITY (DEFICIT )
               
Capital stock (Note 5)
               
Authorized
               
75,000,000 shares of common stock, $0.001 par value,
               
Issued and outstanding
               
5,000,000  shares of common stock as of November 30 and August 31, 2009
    5,000       5,000  
Deficit accumulated during the development stage
    (23,588 )     (19,218 )
Total stockholder’s (deficit)
  $ (18,588 )   $ (14,218 )
Total Liabilities and Stockholder’s Equity (Deficit)
  $ 677     $ 2,805  











The accompanying notes Are an Integral Part of the Financial Statements.

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ALARMING DEVICES, INC.
(A Development Stage Company)

STATEMENTS OF OPERATIONS
UNAUDITED
 
 



   
 
Three months
November 30,
2009
   
 
Three months
November 30,
2008
   
From July 22, 2008 (date of inception) to November 30, 2009
 
                   
REVENUE
                 
   Revenue
  $ -     $ -     $ -  
Total revenue
    -               -  
                         
EXPENSES
                       
Office and general
    1,370       1,395       4,700  
Professional fees
    3,000       5,500       18,888  
Total operating expense
    4,370       6,895       23,588  
                         
NET INCOME (LOSS)
  $ (4,370 )   $ (6,895 )   $ (23,588 )
                         
                         
                         


BASIC AND DILUTED NET LOSS PER COMMON SHARE
  $ 0.00     $ 0.00  
                 
WEIGHTED AVERAGE NUMBER OF BASIC AND DILUTED COMMON SHARES OUTSTANDING
    5,000,000       5,000,000  









The accompanying notes are an integral part of these financial statements

{Client\000999\AD104\00336014.DOC;1}
 
- 5 -

 

ALARMING DEVICES, INC.
(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FROM INCEPTION (July 22, 2008) TO NOVEMBER 30, 2009




   
Common Stock
                         
   
Number of shares
   
Amount
   
Additional Paid-in Capital
   
 
Share Subscription Receivable
   
Deficit Accumulated During the Development Stage
   
Total
 
                                     
      -     $ -     $ -     $ -     $ -     $ -  
                                                 
Balance July 22, 2008
                                               
      5,000,000       5,000       -       (5,000 )     -       -  
Net Loss for the period ended August 31, 2008
                                    -       -  
Balance, August 31, 2008
    5,000,000       5,000               (5,000 )     -       -  
Share subscription received
                            5,000               5,000  
Net Loss for the year ended August 31, 2009
                                    (19,218 )     (19,218 )
Balance, August 31, 2009
    5,000,000     $ 5,000     $ -       -     $ (19,218 )-   $ (14,218 )
Net Loss for the period ended November 30, 2009
                                    (4,370 )     (4,370 )
Balance, November 3 ,2009(Unaudited)
    5,000,000     $ 5,000     $ -       -     $ (23,588 )-   $ (18,588 )











The accompanying notes are an integral part of these financial statements

{Client\000999\AD104\00336014.DOC;1}
 
- 6 -

 

ALARMING DEVICES, INC.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS
UNAUDITEDj
     
Three months Ended November 30, 2009
Three months Ended November 30, 2008
   
July 22, 2008 (date of inception) to
November 30, 2009
 
 
               
               
CASH FLOWS FROM OPERATING ACTIVITIES
             
Net loss
  $ (4,370 )   $ (6,895 )   $ (23,588 )
Adjustment to reconcile net loss to net cash used in
operating activities
                               
Increase (decrease) in accrued expenses
    (1,128 )     5,500       6,500  
                                 
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
    (5,498 )     (1,395 )     (17,088 )
                                 
CASH FLOWS FROM INVESTING ACTIVITIES
    -                          
                                   
CASH FLOWS FROM FINANCING ACTIVITIES
                                 
  Increase in Related Party Loan
    3,370       1,395       12,765  
Proceeds from sale of common stock
    -       -       -  
Subscription receivable
    -       -       5,000  
                                   
NET CASH PROVIDED BY FINANCING ACTIVITIES
    3,370       1,395       17,765  
                                   
NET INCREASE (DECREASE) IN CASH
    (2,128 )     -       677  
                                   
CASH, BEGINNING OF PERIOD
    2,805                      
                                   
CASH, END OF PERIOD
  $ 677     $ -     $ 677  
                                   
Supplemental cash flow informatin and noncash financing activities:                                  
Cash paid for:                                  
    Interest     $      $  -                
                                   
    Income taxes     $      $  -     $            
                                   


The accompanying notes are an integral part of these financial statements


 
 
- 7 -

 

ALARMING DEVICES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
November 30, 2009

 
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
 

Alarming Devices, Inc. (“Company”) is in the initial development stage and has incurred losses since inception totaling $23,588.  The Company was incorporated on July 22, 2008 in the State of Nevada and established a fiscal year end of August 31.  The Company is a development stage company and intends to import from China and supply a reliable and affordable home and commercial wireless alarm system.

 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 

 

 
Interim Financial Statements
The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months period ended November 30, 2009 and 2008 are not necessarily indicative of the results that may be expected for the year ending August 31, 2010. For further information, refer to the financial statements and footnotes thereto included in our Form 10-K Report for the fiscal year ended August 31, 2009.

 
Basis of Presentation
 
The financial statements present the balance sheet, statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

 
Use of Estimates and Assumptions
 
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.
 

Income Taxes
The Company follows the liability method of accounting for income taxes in accordance with ASC 740. Under this method, deferred tax assets and liabilities are recognized for the future tax

 
 
- 8 -

 

ALARMING DEVICES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
November 30, 2009

consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances.  Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
 
Net Loss per Share
 
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.  Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
 
Stock-based Compensation
 
The Company has not adopted a stock option plan and has not granted any stock options.  Accordingly no stock-based compensation has been recorded to date.

 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 


Share Based Expenses
In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share Based Payment.” This statement is a revision to SFAS 123 and supersedes Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and amends FASB Statement No. 95, “Statement of Cash Flows.” This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements.  The Company adopted SFAS No. 123R upon creation of the company and expenses share based costs in the period incurred.

Recent Accounting Pronouncements

In June 2009, the FASB issued guidance now codified as ASC 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

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ALARMING DEVICES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
November 30, 2009

ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.

In  February  2010,  the FASB issued  Accounting  Standards  Update  ("ASU") No.2010-09,  "Amendments to Certain Recognition and Disclosure  Requirements" ("ASU2010-09"),  which is included in the FASB Accounting Standards Codification (the "ASC") Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC filer is required to evaluate subsequent events through the date that the financial statements are issued.  ASU 2010-09 is effective upon the issuance of the final update and did not have a significant impact on the Company's financial statements.

In June 2009, the FASB issued guidance now codified as ASC 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 financial statements, but did eliminate all references to pre-codification standards.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and 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.

Going concern

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  Currently, the Company does not have cash nor material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern.  The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company.  There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.  The officers and directors have committed to advancing certain operating costs of the Company.

The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.  The
 
 
- 10 -

 
ALARMING DEVICES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
November 30, 2009

Company is funding its initial operations by way of issuing Founder’s shares.   As of November 30, 2009, the Company had issued 5,000,000 Founder’s shares at $0.001 per share for net funds received by the Company of $5,000.

NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with the requirements of SFAS No. 107and SFAS No. 157, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies.  The fair value of financial instruments classified as
current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

 
NOTE 4 – STOCK TRANSACTION
 


The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.

As of November 30, 2009, the Company has not granted any stock options and has not recorded any stock-based compensation.

On August 11, 2008, the Company issued 5,000,000 shares of the common stock in the Company at $0.001 per share for $5,000 to the director of the Company.


 
NOTE 5 – STOCKHOLDERS’ EQUITY
 

The stockholders’ equity section of the Company contains the following classes of capital stock as of November 30, 2009:
 
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 5,000,000 shares issued and outstanding

 
NOTE 6 – INCOME TAXES
 


We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.  We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.

 
 
- 11 -

 

ALARMING DEVICES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
 
November 30, 2009
 
 

 
 
The components of the Company’s deferred tax asset as of November 30, 2009 are as follows:
 
   
November 30, 2009
 
Net operating loss carry forward
$
23,588
 
Tax at statutory rate
 
35%
 
Deferred tax asset
$
8,256
 
Valuation allowance
 
(8,256)
 
Net deferred tax asset
$
0
 
 


The net federal operating loss carry forward will expire between 2027 and 2028.  This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

NOTE 7 – Related - Party Transactions
 


 
As of November 30, 2009, the Company received advances from a Director in the amount of $12,765. The amounts due to the related party are unsecured and non-interest bearing with no set terms of repayment.

NOTE 8 – Subsequent events
 


In December 2009, the Company issued 340,000 Common Shares @ $0.001 for $10,200

The Company has received a further $9,942 as advances from a Director. The amounts due to the related party are unsecured and non-interest bearing with no set terms of repayment.
 

 
 
- 12 -

 

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

This Quarterly Report on Form 10-Q contains “forward-looking” statements, as such term is defined in the Private Securities Litigation Reform Act of 1995.  These forward-looking statements consist of information relating to the Company that is based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company’s management. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect” and “intend” and words or phrases of similar import, as they relate to the Company or Company management, are intended to identify forward-looking statements. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitation, competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein and in other filings made by the Company with the Securities and Exchange Commission. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company does not intend to update these forward-looking statements.

BUSINESS OVERVIEW

Alarming Devices, Inc. ("Alarming Devices", "the Company", “our” or "we") was incorporated in the State of Nevada as a for-profit company on July 22, 2008. We are a development stage company that intends to import from China and supply a reliable and affordable home and commercial wireless alarm system to resellers and distributors in North America. The company will import and distribute through certified resellers that will install and provide end user support. The company will also allow resellers to customer label the products so they could have the opportunity to create their own “house” brand. The Company would import and hold products with a shipping agent that would pick and ship for the company contractually to help control fixed costs.

The Company intends to seek a master distributor in North America who already supplies the alarm industry. The Master Distributor will have exclusive reseller rights throughout the territory; product manufactured specifically for Alarming Devices will be shipped directly from the manufacturer to the master distributor.

Plan of Operation

The Company has not yet generated any revenue from its operations.  As of the fiscal quarter ended November 30, 2009 we had $677 of cash on hand. We incurred operating expenses in the amount of $23,588 since July 22, 2008 to November 30, 2009. These operating expenses were comprised of professional fees and office and general expenses.

Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities.  We have registered 2,000,000 of or our common stock for sale to the public.  Our registration statement became effective on November 30, 2009 and we are in the process of seeking equity financing to fund our operations over the next 12 months.

Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

If Alarming Devices is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering described herein and failure thereof would result in Alarming Devices having to seek capital from other resources such as debt financing, which may not even be available to the company. However, if such financing were available, because Alarming Devices is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Alarming Devices cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Alarming Devices common stock would lose all of their investment.

 
 
- 13 -

 


Our specific goal is to import and supply an affordable wireless alarm system.  We intend to accomplish the foregoing through the following milestones:

1.  
Our president plans to begin secure a licensing/purchase agreement with a company that owns some proprietary radio technology that would become the backbone of the Company’s product line. Then the President would contact factories in China and then travel to negotiate prices, approve prototypes and do all the necessary arrangements. We expect to complete this step within 120 days after we have raised enough funds.

 
2.  
We intend to search for a suitable location for storage, to order some of alarms and have them shipped from China and stored for future sales. Even though the Company would prefer to drop ship from our manufacturer in directly to our distributors the Company will have to store some inventory back up in case of manufacturing delays in China. We also intend to hire an outside web designer to develop our website. We expect to have our products in stock and our website ready within 300 days after we have raised enough funds.

3.  
As soon as our website is operational, we will begin to market our product on TV commercials. Marketing is an ongoing matter that will continue during the life of our operations

In summary, we anticipate that we will be fully operational within 360 days after we have raised enough funds.

THREE MONTH PERIOD ENDING NOVEMBER 30, 2009  AS COMPARED TO THE THREE MONTH PERIOD ENDING NOVEMBER 30, 2008
 
The Company incurred a net loss of $4,370 for the three-month period ended November 30, 2009, compared with a net loss of $6,895 for the three month period ended November 30, 2008. This was mainly due to audit and accounting fees.
 
Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
Item 3. Quantitative and Qualitative Disclosures about Market Risks

Not applicable due to smaller reporting company status.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures.

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”), who is also our Chief Financial Officer (“CFO”), the Company’s principal executive officer and principal financial officer, of the design and effectiveness of our “disclosure controls and procedures” (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our CEO/CFO concluded that as of the end of the period covered by this report these disclosure controls and procedures were not effective. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in disclosure controls and procedures which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment as the Company had only one officer (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC Guidelines; and (iii) inadequate security and restricted access to computer systems including insufficient disaster recovery plans; and (iv) no written whistleblower policy. Our CEO/CFO plans to implement appropriate disclosure controls and procedures to remediate these material weaknesses, including (i) appointing additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting and a whistle blower policy; and (iii) implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan.
 
 

 
 
- 14 -

 

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
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 issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

 
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 Security Holders
 
None


Item 5. Other Information.
 
None.

 Item 6. Exhibits.
 
Exhibit No.
Description
   
3.1
Articles of Incorporation [1]
   
3.2
By-Laws [1]
   
31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
   
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. *
  
 
32.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 
 
[1]     Incorporated by reference from the Company’s filing with the Commission on January 29, 2009.
*     Included in Exhibit 31.1
**    Included in Exhibit 32.1
 

 
 
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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.

 
 
ALARMING DEVICES, INC.
 
       
 
By:
/s/ Andre Luiz Nascimento Moreira
 
   
Name:  Andre Luiz Nascimento Moreira
 
   
Title: President, Secretary/ Treasurer, Chief Financial Officer and Chairman of the Board of Director
 
   
  (principal executive officer and principle accounting officer)
 
   
Date:   February 22, 2011
 
 
 
 
 
 
 
 
 
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