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EX-31 - CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER REQUIRED BY RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - Empowered Products, Inc.otfex31.htm
EX-3.1 - CERTIFICATE OF CHANGE - Empowered Products, Inc.otfex310.htm
EX-32 - CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER, PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - Empowered Products, Inc.otfex32.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q

x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the quarterly period ended March 31, 2011

o
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: 333-165917
 
On Time Filings, Inc.
(Exact name of registrant as specified in its charter)

Nevada
27-0579647
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

260 Newport Center Drive, Suite 100, Newport Beach, CA 92660
(Address of principal executive offices) (Zip Code)

(888) 405-9790
(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 Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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). oYes oNo

Indicate by check mark whether the registrant is a large accelerated file, 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
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).  o Yes x No
 
As of May 12, 2011, there were 5,539,974 shares of the issuer's $.001 par value common stock issued and outstanding.


 
 
1

 


PART I - FINANCIAL INFORMATION
 
Item 1.  Financial Statements.
 

TABLE OF CONTENTS
 
 

 
 
 
 
2

 

BALANCE SHEETS
 
 
ASSETS
     
March 31,
2011
(Unaudited)
   
 
December 31,
2010
 
Current assets
             
Cash
 
$
25,169
 
$
14,440
 
   Accounts receivable
   
39,421
   
28,285
 
   Prepaid expenses
   
9,092
   
11,592
 
               
Total current assets
   
73,682
   
54,317
 
               
Property and equipment, net of $389 and $290
    accumulated depreciation, respectively
   
1,090
   
1,189
 
               
Total assets
 
$
74,772
 
$
55,506
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities
             
Accounts payable and accrued expenses
 
$
37,828
 
$
22,960
 
Income taxes payable
   
1,200
   
-
 
               
Total current liabilities
   
39,028
   
22,960
 
               
Stockholders’ equity
             
Preferred stock, $0.001 par value per share, 5,000,000 shares authorized, -0- shares issued and outstanding
   
-
   
-
 
Common stock, $0.001 par value; 50,000,000 shares authorized, 5,539,974 and 5,539,974 shares issued and outstanding, respectively
   
 
5,540
   
 
5,540
 
Additional paid-in capital
   
28,637
   
27,587
 
Retained earnings (accumulated deficit)
   
1,567
   
(581)
 
               
Total stockholders’ equity
   
35,744
   
32,546
 
               
Total liabilities and stockholders’ equity
 
$
74,772
 
$
55,506
 

 

 
3

 
 
STATEMENTS OF INCOME
(UNAUDITED)
 
   
For the Three Months Ended March 31, 2011
   
For the Three Months Ended March 31, 2010
   
For the Period from Inception (July 10, 2009) through
March 31, 2011
 
                   
Net revenues
  $ 33,837     $ 15,377     $ 126,490  
                         
Cost of revenues
    1,200       3,388       26,488  
                         
Gross profit
    32,637       11,989       100,002  
                         
Operating expenses
                       
Legal and professional
    15,167       5,036       54,069  
   General and administrative
    14,122       2,351       42,458  
                         
Total operating expenses
    29,289       7,387       96,527  
                         
Income before income taxes
    3,348       4,602       3,475  
                         
Provision for income taxes
    1,200       847       1,908  
                         
Net income
  $ 2,148     $ 3,755     $ 1,567  
                         
Net income per common share – basic and diluted
  $ 0.00     $ 0.00     $ 0.00  
                         
Weighted average of common shares – basic and diluted
    5,539,974       5,330,000       5,071,299  
 
See accompanying notes in financial statements.
 
 
4

 
 
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (JULY 10, 2009)
THROUGH MARCH 31, 2011
(UNAUDITED)
 
   
Common Stock
                 
   
Number of Shares
   
 
Amount
   
Additional Paid-In
Capital
   
Accumulated Earnings (Deficit)
 
Total Stockholders’ Equity
 
                             
Balance, July 20, 2009
    -     $ -     $ -     $ -   $ -  
                                       
Issuance of common stock for services
    1,000,000       1,000       -       -     1,000  
                                       
Issuance of common stock for cash
    4,330,000       4,330       500       -     4,830  
                                       
Additional paid-in capital in exchange for facilities provided by related party
    -       -       2,100       -     2,100  
                                       
Net income
    -       -       -       927     927  
                                       
Balance, December 31, 2009
    5,330,000       5,330       2,600       927     8,857  
                                       
Issuance of common stock for cash
    209,974       210       20,787       -     20,997  
                                       
Additional paid-in capital in exchange for facilities provided by related party
    -       -       4,200       -     4,200  
                                       
Net loss
    -       -       -       (1,508   (1,508 )
                                       
Balance, December 31, 2010
    5,539,974       5,540       27,587       (581   32,546  
                                       
Additional paid-in capital in exchange for facilities provided by related party
    -       -       1,050       -     1,050  
                                       
Net income
    -       -       -       2,148     2,148  
                                       
Balance, March 31, 2011
    5,539,974     $ 5,540     $ 28,637     $ 1,567   $ 35,744  

See accompanying notes in financial statements.
 
 
 
5

 
STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
For the Three Months Ended March 31, 2011
   
For the Three Months Ended March 31, 2010
   
For the Period of Inception (July 10, 2009) through
March 31, 2011
 
                   
Cash flows from operating activities
                 
Net income
  $ 2,148     $ 3,755     $ 1,567  
Adjustments to reconcile net income to net cash used in operating activities
                       
Additional paid-in capital in exchange for facilities provided by related party
    1,050       1,050       7,350  
Common stock issued for services rendered
    -       -       1,000  
Depreciation
    99       36       389  
Changes in operating assets and liabilities
                       
(Increase) in accounts receivable
    (11,136 )     (5,657 )     (39,421 )
(Increase) decrease in prepaid expenses
    2,500       957       (9,092 )
Increase in accounts payable and accrued expenses
    14,868       1,450       37,828  
Increase in income taxes payable
    1,200       847       1,200  
                         
Net cash used in operating activities
    10,729       2,438       821  
                         
Cash flows from investing activities
                       
Purchase of property and equipment
    -       -       (1,479 )
                         
Net cash used by investing activities
    -       -       (1,479 )
                         
Cash flows from financing activities
                       
Proceeds from issuance of common stock
    -       -       25,827  
                         
Net cash provided by financing activities
    -       -       25,827  
                         
Net increase in cash
    10,729       2,438       25,169  
                         
Cash, beginning of period
    14,440       1,727       -  
                         
Cash, end of period
  $ 25,169     $ 4,165     $ 25,169  
                         
Supplemental disclosure of cash flow information
                       
Income taxes paid
  $ -     $ -     $ 1,032  
                         
Interest paid
  $ -     $ -     $ -  
 
See accompanying notes in financial statements.
 
 
 
6

 
 
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2011
(UNAUDITED)
 
1.
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Nature of Operations
 
On Time Filings, Inc. (the Company) is currently was incorporated under the laws of the State of Nevada on July 10, 2009.
 
The Company provides transactional financial, corporate reporting, commercial and digital printing for its customers. The Company receives its clients’ information in a variety of formats and reprocesses it for distribution typically in print, digital or internet formats.
 
Transactional financial printing includes registration statements, prospectuses, debt arrangements, special proxy statements, offering circulars, tender offer materials and other documents related to corporate financings, mergers and acquisitions.
 
Corporate reporting includes interim reports, regular proxy materials prepared by corporations for distribution to stockholders, and Securities and Exchange Commission reports on Form 10-K and other forms.
 
Commercial and digital printing consists of annual reports, sales and marketing literature, newsletters and other custom-printed products.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reported periods.  Actual results could materially differ from those estimates.
 
Cash and Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments

Pursuant to ASC No. 825, Financial Instruments, the Company is required to estimate the fair value of all financial instruments included on its balance sheet.  The carrying value of cash, accounts payable and accrued expenses approximate their fair value due to the short period to maturity of these instruments.
 
 
 
7

 
 
ON TIME FILINGS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2011
(UNAUDITED)

 
1.
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Accounts Receivable

The Company is subject to credit risk as it extends credit to its customers, mostly on an unsecured basis after performing certain credit analysis.  Management estimates and provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance for doubtful accounts based on historical collection experience and its assessment of the current status of individual accounts.  At March 31, 2011 and December 31, 2010, the Company’s management considered all outstanding receivables fully collectible.
 
Property and Equipment
 
Property and equipment, if any, are stated at cost.  Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets.  Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.  Expenditures for maintenance and repairs are changed to expense as incurred.
 
Revenue Recognition
 
Revenue is to be recognized from sales of its services when (a) persuasive evidence of a sale with a customer exists, (b) services are rendered, (c) fee is fixed or determinable, and (d) collection of the fee is reasonably assured.
 
Provision for Income Taxes
 
The Company accounts for income taxes under ASC No. 740, Accounting for Income Taxes (ASC 740).  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
 
Comprehensive Income
 
The Company applies ASC 220, Reporting Comprehensive Income (ASC 220).  ASC 220 establishes standards for the reporting and display of comprehensive income or loss, requiring its components to be reported in a financial statement that is displayed with the same prominence as other financial statements. During the three months ended March 31, 2011 and from inception (July 10, 2009) through March 31, 2011, the Company had no other components of comprehensive loss other than net loss as reported on the statement of operations.
 
 
8

 
 
ON TIME FILINGS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2011
(UNAUDITED)
 
1.
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Basic and Diluted Income (Loss) Per Share
 
In accordance with ASC 260, Earnings Per Share, basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding.  Diluted income (loss) per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.   As of March 31, 2011, the Company did not have any equity or debt instruments outstanding that could be converted into common stock.
 
Recent Accounting Pronouncements
 
There are no recently issued accounting standards with pending adoptions that the Company’s management currently anticipates will have any material impact upon its financial statements.
 
2.
FAIR VALUE MEASUREMENTS
 
The Company has adopted FASB Accounting Standards Codification No. 820 (ASC 820), Fair Value Measurements.  ASC 820 relates to financial assets and financial liabilities.
 
 At December 31, 2010, the Company calculated the fair value of its assets and liabilities for disclosure purposes only.
 
ASC 820 establishes a three-level valuation hierarchy for the use of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date:
 
        Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
 
        Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
 
        Level 3 - Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and may include the Company's own data.)
 
The Company had no other assets or liabilities measured at fair value on a recurring basis under the hierarchy as of March 31, 2011.
 
 
9

 
 
ON TIME FILINGS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2011
(UNAUDITED)
 
3.           COMMON STOCK
 
On July 12, 2009, the Company issued 1,000,000 shares of its common stock to its sole officer for services valued at $1,000 which was considered a reasonable estimate of fair value.
 
On August 19, 2009, the Company issued 3,830,000 shares of its common stock to its sole officer for cash of $3,830 which was considered a reasonable estimate of fair value.
 
On September 30, 2009, the Company issued 500,000 shares of its common stock to its sole officer for cash of $1,000 which was considered a reasonable estimate of fair value.
 
During 2010, the Company issued 209,974 shares of its common stock to unrelated investors for cash of $20,997 pursuant to the Company’s Registration Statement on Form S-1.
 
4.           PROVISION FOR INCOME TAXES
 
The components of the Company’s income tax provision for the three months ended March 31, 2011 consist of:
 
    March 31, 2011  
  Current income tax expense $  1,200  
  Expected income tax benefit    (100 )
  Change in valuation allowance    100  
       1,200  
 
 
 
 
10

 
 
ON TIME FILINGS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2011
(UNAUDITED)
 
 5.          RELATED PARTY TRANSACTIONS
 
From the Company’s inception (July 10, 2009) through March 31, 2011, the Company’s President has provided services to the Company valued at $8,400.  Accordingly, for the three months ended March 31, 2011 and for the period from inception (July 10, 2009) through March 31, 2011, the Company recorded expense of $1,200 and $8,400, respectively.  At March 31, 2011, $2,000 remains due and payable to the officer.
 
From the Company’s inception (July 10, 2009) through March 31, 2011, the Company utilized office space of the Company’s President at no charge.  The Company treated the usage of the office space as additional paid-in capital and charged the estimated fair value rent of $350 per month to operations.  For the three months ended March 31, 2011, the Company recorded rent expense of $1,050.  For the period from inception (July 10, 2009) through March 31, 2011, the Company recorded rent expense of $7,350.
 
6.           GOING CONCERN
 
As of March 31, 2011, the Company has marginal retained earnings of $1,567.  While the Company has managed to generate some revenues since inception, management believes that additional debt and equity financing will be required by the Company to further fund its planned growth activities and to support operations, including the costs to maintain itself as a public reporting company over the next twelve (12) months.  Specifically, the Company estimates that it will require at least $50,000 over the next 12 months, as its monthly cash requirements increase from approximately $2,500 per month to $4,000 per month and it moves forward in fully effectuating its business plan.  However, there is no assurance that that Company will be able to obtain additional debt or equity financing.  Furthermore, there is assurance that rapid technological changes, changing customer needs and evolving industry standards will enable the Company to continue to increase its profitability and remain profitable in the short term.
 
7.           SUBSEQUENT EVENTS
 
 
On May 5, 2011, the Company's Board of Directors authorized a forty-four (44) to one (4) forward stock split which will be payable to stockholders of record as of May 18, 2011.  In connection with the forward stock split, the Company's Board of Directors also approved an increase in the number of authorized shares of the Company to 2,200,000,000 with the State of Nevada.
 
The Company has evaluated subsequent events through May 13, 2011, the date these financial statements were available to be issued.
 
 
 
 
11

 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

Critical Accounting Policy and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Quarterly Report on Form 10-Q for the period ended March 31, 2011.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the period ended March 31, 2011, together with notes thereto.  

 
 
12

 
 
For the three months ended March 31, 2011, as compared to the three months ended March 31, 2010.

Results of Operations.

Revenues. We had revenues of $33,837 for the three months ended March 31, 2011, as compared to $15,377 for the three months ended March 31, 2010. The increase in revenues from 2010 to 2011 was primarily due to the fact that we have increased our client base from 2010 to 2011. Our gross profit for the three months ended March 31, 2011 was $32,637, as compared to $11,989 for the three months ended March 31, 2010.
 
Operating Expenses. For the three months ended March 31, 2011, our total operating expenses were $29,289, as compared to $7,387 for the three months ended March 31, 2010.

 The increase in total operating expenses is due to an increase in general and administrative expenses from $2,351 for the three months ended March 31, 2010 to $14,122 for the three months ended March 31, 2011 and an increase in legal and professional fees from $5,036 for the three months ended March 31, 2010 to $15,167 for the three months ended March 31, 2011. The increase in legal and professional fees between the comparable periods is directly related to the costs associated with being a public company.
 
Net Income.  For the three months ended March 31, 2011, our net income was $2,148, after a provision for income taxes of $1,200. In comparison, our net income for three months ended March 31, 2010 was $3,755, after a provision for income taxes of $847.
 
Liquidity and Capital Resources. We had cash of $25,169 as of March 31, 2011, accounts receivable of $39,421 and prepaid expenses of $9,092, all of which equals our total current assets of $73,682 as of that date. Our total assets of $74,772 as of March 31, 2011, included our current assets of $73,682 and property and equipment of $1,090, net of accumulated depreciation of $389.
 
In 2010, we filed a Registration Statement on Form S-1 to sell 5,000,000 shares of our common stock at a purchase price of $0.10 per share in a direct public offering. The Registration Statement on Form S-1 became effective on June 30, 2010. In 2010, we sold 209,974 shares of our common stock to unrelated investors for cash of $20,997 pursuant to that Registration Statement. We have used those proceeds for working capital.

As of March 31, 2011, we had liabilities of $39,028, all of which were represented by accounts payable and accrued expenses of $37,828 and income taxes payable of $1,200. We had no other long term liabilities, commitments or contingencies as of March 31, 2011.

 

 
13

 

During 2011, we expect to incur accounting costs of approximately $15,000 per year associated with the audit and review of our financial statements. We expect that the legal and accounting costs of being a public company will be approximately $25,000 per year and will continue to impact our liquidity. Those fees will be higher if our business volume and activity increases. Other than the anticipated increases in legal and accounting costs due to the reporting requirements of becoming a reporting company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.
 
We have cash of $25,169 as of March 31, 2011. In the opinion of management, available funds will not satisfy our working capital requirements to operate at our current level of activity for the next twelve months.  However, our revenues to date have been sufficient to sustain our current level of operations. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. In order to expand our operations, we will need to raise additional capital.  If we do not raise additional capital, then we may not be able to conduct marketing activities and expand our operations.  

We are not currently conducting any research and development activities.  We do not anticipate conducting such activities in the near future. In the event that we expand our customer base, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment. Our management believes that we do not require the services of independent contractors to operate at our current level of activity.  However, if our level of operations increases beyond the level that our current staff can provide, then we may need to supplement our staff in this manner.
 
We also believe that there is an opportunity for us to acquire smaller companies using our common stock as payment for any potential acquisitions. Accordingly, we have begun researching potential acquisitions or other suitable business partners which will assist us in realizing our business objectives. As of the date of this report, we have not identified any potential acquisition candidates. We cannot guaranty that we will acquire any other third party, or that in the event that we acquire another entity, this acquisition will increase the value of our common stock.

Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements.
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
 
Not applicable.
 
Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures. We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective.

Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  (Removed and Reserved).
 
Item 5.  Other Information.

On May 5, 2011, our Board of Directors authorized a forty-four (44) to one (1) forward stock split (“Forward Split”) of our issued and outstanding common stock. The record date for the Forward Split is May 18, 2011.  The effective date for the Forward Split will be May 19, 2011, subject to approval by the OTC Corporate Actions office of FINRA.  Prior to the Forward Split, there are 5,539,974 shares issued and outstanding.  Following the Forward Split, there will be approximately 243,758,856 shares issued and outstanding. Our common stock will continue to be $.001 par value.  Fractional shares will be rounded upward. The Forward Split is payable upon surrender of existing certificates to our transfer agent, Island Stock Transfer.

In connection with the Forward Split, on May 11, 2011, we filed a Certificate of Change with the State of Nevada to effect the Forward Split of our authorized and outstanding shares of common stock. The Certificate of Change provides that our authorized number of shares of common stock increases from 50,000,000 to 2,200,000,000 and shall be effective on May 19, 2011. A copy of the Certificate of Change as filed with the Secretary of State of Nevada is attached hereto as Exhibit 3.1.
 
As a result of the Forward Split, our CUSIP Number changed.  Our new CUSIP Number is 68220B 205.

Item 6.  Exhibits.


 

 
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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.
 
 
On Time Filings, Inc.,
a Nevada corporation
 
       
May 13, 2011
By:
/s/ Suzanne Fischer
 
   
Suzanne Fischer
Chief Executive Officer, President, Chief Financial Officer, Treasurer and a Director 
(Principal Executive, Financial and Accounting Officer) 
 
 

 
 
 
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