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EX-31.1 - Fire From Ice, Inc.ex31-1.htm
EX-32.2 - Fire From Ice, Inc.ex32-2.htm
EX-31.2 - Fire From Ice, Inc.ex31-2.htm
EX-32.1 - Fire From Ice, Inc.ex32-1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 January 31, 2011
   
[    ]
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
   
For the transition period

Commission File Number:  000-52920
 
Fire From Ice, Inc.
(Exact name of small business issuer as specified in its charter)

Nevada
26-0808384
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification
No.)


42 Brittanic Crescent, Soveriegn Island, QLD (AU) 4216
(Address of principal executive offices)

(310) 994-7988
(Issuer’s Telephone Number)

Check whether the issuer (1) 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes  [   ] No

[Missing Graphic Reference]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[  ] Large accelerated filer Accelerated filer
[  ] Accelerated filer
[  ] Non-accelerated filer
[X] Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ X ] Yes   [ ] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 4,200,000 common shares as of March 15, 2011.
 
 

 
PART 1. FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
Fire From Ice, Inc.,
 (A Development Stage Company)
Balance Sheets
 
   
January 31, 2011
   
October 31, 2010
 
   
(Unaudited)
       
             
ASSETS
           
             
TOTAL ASSETS
  $ -     $ -  
                 
LIABILITIES
               
                 
TOTAL LIABILITIES
  $ -     $ -  
                 
SHAREHOLDERS' EQUITY (DEFICIT)
               
Preferred stock, par value $0.001, authorized 10 million shares, none issued or outstanding
    -       -  
Common stock: $0.001 par value; 90,000,000 shares authorized; 4,200,000 shares issued and outstanding at January 31, 2011 and October 31, 2010
    4,200       4,200  
Additional paid-in capital
    51,833       47,942  
Deficit accumulated during the development phase
    (56,033 )     (52,142 )
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)
    -       -  
                 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
  $ -     $ -  

The accompanying notes are an integral part of these financial statements.
 
 
 

 
 
F-1

 
Fire from Ice, Inc.,
 (A Development Stage Company)
Statements of Operations
For the Three Months Ended January 31, 2011 and 2010 and the Period From
August 27, 2007 (Inception) Through January 31, 2011
(Unaudited)
 
   
Three Months Ended January 31, 2011
   
Three Months Ended January 31, 2010
   
From Inception (August 27, 2007) to January 31, 2011
 
                   
                   
Revenues
  $ -     $ -     $ -  
                         
OPERATING EXPENSES
                       
General and administrative expenses
    3,891       1,800       54,391  
Interest expense - related party
    -               1,642  
                         
Net operating loss
    (3,891 )     (1,800 )     (56,033 )
                         
NET LOSS
  $ (3,891 )   $ (1,800 )   $ (56,033 )
                         
Net loss per share, basic and fully diluted
  $  -     $  -          
Weighted average number of shares outstanding
     4,200,000        4,200,000          

The accompanying notes are an integral part of these financial statements.

 

 

 
 
F-2

 
Fire From Ice, Inc.,
(A Development Stage Company)
Statements of Cash Flows
For the Three Months Ended January 31, 2011 and 2010 and the Period From
August 27, 2007 (Inception) Through January 31, 2011
(Unaudited)

   
Three Months Ended January 31,
     
   
2011
   
2010
   
From Inception (8/27/07) to 01/31/11
 
                 
CASH FLOWS FROM OPERATING ACTIVITIES
 
 Net loss
  $ (3,891 )   $ (1,800 )   $ (56,033 )
                         
 Adjustments to reconcile net loss with cash used in operations:
                       
 Interest imputed to related party
    -               1,642  
 Stock based compensation
                    1,200  
                         
 Changes in operating assets and liabilities:
                       
 Accounts payable and accrued expenses
    -       1,800       -  
                         
 Net cash used in operating activities
    (3,891 )     -       (53,191 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
 
      -       -       -  
 Net cash provided by / used in investing activities
    -       -       -  
                         
CASH FLOWS FROM FINANCING ACTIVITIES
 
 Proceeds from the issuance of common stock
    -       -       3,000  
 Expenses paid by shareholder
    3,891       -       50,191  
                         
 Net cash provided by financing activities
    3,891       -       53,191  
                         
NET INCREASE / (DECREASE) IN CASH
  $ -     $ -     $ -  
                         
 Cash at beginning of period
    -       -       -  
 Cash at end of period
  $ -     $ -     $ -  
                         
SUPPLEMENTAL DISCLOSURES
 
 Cash paid for interest
  $ -     $ -     $ -  
 Cash paid for income taxes
    -       -       -  

The accompanying notes are an integral part of these financial statements.
 
 
F-3

 
Fire from Ice, Inc.,
(A Development Stage Company)
Statement of Stockholders’ Equity (Deficit)
For the Period From August 27, 2007 (Inception) Through January 31, 2011
(Unaudited)

     
Common Stock
                   
 
Date
 
Shares
   
Amount
   
Additional Paid In Capital
   
Develop. Stage Deficit
   
Total Shareholders' Deficit
 
                                 
Balance August 27, 2007
      -     $ -     $ -     $ -     $ -  
                                           
Shares issued for cash
      3,000,000       3,000                       3,000  
Net loss
                              (455 )     -  
                                           
                                           
Balances, 10/31/07
      3,000,000       3,000       -       (455 )     2,545  
                                           
Imputed interest on shareholder loan
                      485               485  
Net loss, year ended 10/31/08
                              (18,040 )     (18,040 )
                                           
Balances, October 31, 2008
      3,000,000       3,000       485       (18,495 )     (15,010 )
                                           
Imputed interest on shareholder loan
                      1,157               1,157  
Shares issued for services
06/12/09
    1,200,000       1,200                       1,200  
Forgiveness of related party debt
                      24,627               24,627  
Expenses paid by a related party
                      3,350               3,350  
Net loss, year ended 10/31/09
                              (15,324 )     (15,324 )
                                           
Balances, 10/31/09
      4,200,000       4,200       29,619       (33,819 )     -  
 
 
 
F-4

 
Fire from Ice, Inc.,
(A Development Stage Company)
Statement of Stockholders’ Equity (Deficit)
For the Period From August 27, 2007 (Inception) Through January 31, 2011
(Unaudited)
(Continued)

     
Common Stock
                   
 
Date
 
Shares
   
Amount
   
Additional Paid In Capital
   
Develop. Stage Deficit
   
Total Shareholders' Deficit
 
                                 
Expenses paid by related party
                  18,323             18,323  
Net loss, year ended 10/31/10
                          (18,323 )     (18,323 )
                                       
Balances, 10/31/10
      4,200,000       4,200       47,942       (52,142 )     -  
                                           
Expenses paid by related party
                      3,891               3,891  
Net loss, three months ended 1/31/11
                              (3,891 )     (3,891 )
                                           
Balances, 01/31/11
      4,200,000     $ 4,200     $ 51,833     $ (56,033 )   $ -  

The accompanying notes are an integral part of these financial statements.
 
 
 
 
 
 
 
 
F-5

 
Fire from Ice, Inc.,
 (A Development Stage Company)
Notes to Financial Statements
January 31, 2011
(Uaudited)


NOTE 1 – UNAUDITED AND CONDENSED FINANCIAL STATEMENTS

In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at January 31, 2011 and for all periods presented herein, have been made. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our audited financial statements for the period ended October 31, 2010, as reported in Form 10-K filed with the SEC.

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 flow at January 31, 2011 and for all periods presented herein, have been made.

NOTE 2 – GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established and 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.

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.

NOTE 3 – SUMMRY OF SIGNIFICANT ACCOUNTING POLICIES

a)  
Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is October 31.

b)  
Use of Estimates

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 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.

 
F-6

 
c)  
Interim Financial Statements

These interim 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 maturity of three months or less at the time of issuance to be cash equivalents. As at October 31, 2010 and January 31, 2011, there were no cash equivalents.

e)  
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 has not assets or liabilities as of January 31, 2011.  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.

f)  
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-7

 
g)  
Comprehensive Income

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31 and March 31, 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.

h)  
Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

i)  
Recent Account Prouncments

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 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 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 financial statements.

 
F-8

 
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.

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 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.

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.

NOTE 4 – RELATED PARTY TRANSACTIONS

During the three months ended January 31, 2011, our operations were funded by related parties in the amount of $3,891 compared to $1,800 for the three months ended January 31, 2010.  These loans were forgiven and balances owed were treated as contributed capital.

NOTE 5 – SUBSEQUENT EVENTS

There were no reportable subsequent events from January 31, 2011 through the date this report is filed.

 
F-9

 
Item 2. Management’s Discussion and analysis of financial condition and results of operations
 
Forward-Looking Statements
 
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objective, and expected operating rules, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Sections 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects”, “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue, “will likely result,” and similar expressions. We intend such forward-looking statement to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposed of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future prospects on a consolidated basis include, but are not limited to: change in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles.  These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filing with the SEC.

Company Overview and Plan of Operation
 
We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantaged of being a publicly held corporation. Three thousand (3,000) shares of our outstanding stock were first purchased by Mr. Michael Nugent in June 2008, and then the Board issued Mr. Sonny Nugent and Mr. Robert Smith, our new officers and directors, 200,000 and 1,000,000 respectively, on June 16, 2008. Messrs. Nugent and Smith are currently evaluating business opportunities for our company, but have not located anything suitable as of the date of this report. As such, we do not currently engage in any business activities that provide cash flow.

Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business or businesses in the entertainment industries rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific companies or geographical location and, thus, may acquire or merge with any type of business. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury, if any, or with additional money contributed by stockholders, or another source.

During the next 12 months, we also anticipate incurring costs related to filing of Exchange Act reports and costs relating to consummating an acquisition. We believe we will be able to meet these costs through use of fund in our treasury and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

 
-2-

 
Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable any early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipated that it will likely be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

We anticipate that the selection of a business combination will be complex and extremely risky. Because of the general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital that we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation an analysis of such business opportunities extremely difficult and complex.

Management’s Discussion and Analysis or Plan of Operations

The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion contains forward-looking statements. Please see “Special cautionary statement concerning forward-looking statements” and “Risk factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements. The operating results for the periods presented were not significantly affected by inflation.

Results of Operations for the three months ended January 31, 2010, and period from Inception (August 27, 2007) through January 31, 2011.

We did not earn any revenues from inception (August 27, 2007) through January 31, 2011. We recognized a net loss of $3,891 for the three months ended January 31, 2011, and a net loss of $56,033 for the period from Inception through January 31, 2011. Expenses during this period, as expenses will be during the next 12 months and beyond, were comprised of costs related to filing of Exchange Act reports and costs associated with consummating an acquisition.

Liquidity and Capital Resources
 
As of January 31, 2011, we had no capital resources. We currently do not engage nor intend to engage in any business activities that provide cash flow until we enter into a successful business combination.

Off Balance Sheet Arrangements
 
As of January 31, 2011, there were no off balance sheet arrangements.

Going Concern
 
Our financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have had no revenues and have generated no operations.
 
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In order to continue as a going concern and achieve a profitable level of operation, we will need, among other things, additional capital resources and to develop a consistent source of revenues. Management’s plans include seeking a merger with an existing operating company.

Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements in this report do not include any adjustments that might be necessary if we are unable to continue as a going concern.
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
A smaller reporting company is not required to provide the information required by this item.

Item 4. Controls and Procedures
 
Disclosure Controls and Procedures

As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief Financial Officer each have concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the applicable time periods specified by the SEC’s rules and forms.

Management noted the following material weaknesses:
       
 
1.
As of January 31, 2011, we did not maintain effective controls over the control environment.  Specifically we have not developed and effectively communicated to our employees its accounting policies and procedures.  This has resulted in inconsistent practices.  Further, no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B.  Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
 
   
 
2.
As of January 31, 2011, we did not maintain effective controls over the control environment.  Specifically we have not developed and effectively communicated to our employees its accounting policies and procedures.  This has resulted in inconsistent practices.  Further, no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B.  Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
   

Management is currently addressing the material weaknesses identified in its internal controls over financial reporting.
 
Changes in Internal Control Over Financial Reporting
 
There were no changes in the Company’s internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting for that period.

 
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PART II. OTHER INFORMATION
 
Item 1. Legal Proceedings
 
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors
 
A smaller reporting company is not required to provide the information required for this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
None

Item 3. Defaults upon Senior Securities
 
None

Item 4. Submission of Matters to a Vote of Security Holders
 
No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended January 31, 2010.

Item 5. Other Information
 
None
 
Item 6. Exhibits
 
Exhibit Number
Description of Exhibit
   
3.1
Amended Articles of Incorporation(1)
3.2
Bylaws(1)
31.1
Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant Section 302 of the Sarbanes –Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Office pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 or the Sarbanes-Oxley Act of 2002
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 or the Sarbanes-Oxley Act of 2002

1  Previously included as a n exhibit to the Registration Statement on Form 10-SB12G filed on November 20, 2007.
 
 
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SIGNATURES
 

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Fire From Ice, Inc.

Date: March 15, 2011
By: /s/ Michael Nugent
Michael Nugent
Chairman and Chief Executive Officer

Fire From Ice, Inc.

Date: March 15, 2011
By: /s/ Sonny Nugent
Sonny Nugent
Chairman and Chief Executive Officer

Fire From Ice, Inc.

Date: March 15, 2011
By: /s/ Robert Smith
Robert Smith
Corporate Secretary
 

 
 
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