Attached files
| file | filename |
|---|---|
| EX-32 - 906 CERTIFICATION - GreenTek Corp. | ex32.htm |
| EX-31 - 302 CERTIFICATION OF MIN-CHUL SHIN - GreenTek Corp. | ex311.htm |
| EX-31 - 302 CERTIFICATION OF YOUNG-KYUNG LEE - GreenTek Corp. | ex312.htm |
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
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 ( d ) OF THE EXCHANGE ACT
For the transition period from ____________ to____________
Commission File No. 000-53526
PSP INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
| Utah | 87-0342226 |
| (State or Other Jurisdiction of | (I.R.S. Employer Identification No.) |
| incorporation or organization) |
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2206 North 640 West
West Bountiful, Utah 84087
(Address of Principal Executive Offices)
(801) 296-8622
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]
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 definition of “large accelerated filer,” “non-accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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 [ X] No [ ]
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: May 16, 2011 - 1,715,004 shares of common stock.
PSP INDUSTRIES, INC.
FORM 10-Q
March 31, 2011
TABLE OF CONTENTS
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| PART I - FINANCIAL INFORMATION |
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| ITEM 1 - FINANCIAL STATEMENTS | 3 | |
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| ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 8 | |
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| ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 9 | |
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| ITEM 4 - CONTROLS AND PROCEDURES | 9 | |
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| PART II - OTHER INFORMATION |
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| ITEM 5 – OTHER INFORMATION | 9 | |
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| ITEM 6 - EXHIBITS | 10 | |
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| SIGNATURES | 10 |
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PSP INDUSTRIES, INC.
[A Development Stage Company]
BALANCE SHEETS
ASSETS
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| March 31, 2011 |
| June 30, 2010 | ||
| CURRENT ASSETS |
| (Unaudited) |
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| Cash and cash equivalents | $ | 2,949 |
| $ | 3,660 |
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| TOTAL ASSETS | $ | 2,949 |
| $ | 3,660 |
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| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
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| CURRENT LIABILITIES |
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| Accounts payable and accrued expenses | $ | 19,072 |
| $ | 18,259 |
| Notes payable |
| 2,700 |
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| 2,700 |
| Notes payable -related party |
| 83,250 |
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| 64,250 |
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| Total Current Liabilities |
| 105,022 |
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| 85,209 |
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| TOTAL LIABILITIES |
| 105,022 |
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| 85,209 |
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| STOCKHOLDERS’ DEFICIT |
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| Common Stock, $.001 par value, 200,000,000 shares authorized, 1,715,004 shares issued and outstanding |
| 1,715 |
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| 1,715 |
| Additional paid-in capital |
| 153,823 |
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| 153,823 |
| Deficit accumulated during the development stage |
| (257,611) |
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| (237,087) |
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| Total Stockholders’ Deficit |
| (102,073) |
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| (81,549) |
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| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 2,949 |
| $ | 3,660 |
The accompanying notes are an integral part of these financial statements.
PSP INDUSTRIES, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
(Unaudited)
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| For the Three Months Ended March 31, |
| For the Nine Months Ended March 31, |
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From Inception on August 21, 1978 Through March 31, | |||||||||
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| 2011 |
| 2010 |
| 2011 |
| 2010 |
| 2011 | |||||
| NET REVENUES | $ | - |
| $ | - |
| $ | - |
| $ | - |
| $ | - |
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| OPERATING EXPENSES |
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| Selling, general and administrative |
| 2,507 |
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| 7,909 |
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| 14,706 |
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| 20,324 |
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| 235,692 |
| Interest expense |
| 2,124 |
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| 1,509 |
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| 5,818 |
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| 4,029 |
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| 21,919 |
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| Total Operating Expenses |
| 4,631 |
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| 9,418 |
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| 20,524 |
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| 24,353 |
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| 257,611 |
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| NET LOSS BEFORE INCOME TAXES |
| (4,631) |
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| (9,418) |
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| (20,524) |
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| (24,353) |
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| (257,611) |
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| PROVISION FOR INCOME TAXES |
| - |
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| - |
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| - |
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| - |
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| - |
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| NET LOSS | $ | (4,631) |
| $ | (9,418) |
| $ | (20,524) |
| $ | (24,353) |
| $ | (257,611) |
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| BASIC NET LOSS PER SHARE | $ | (0.00) |
| $ | (0.01) |
| $ | (0.01) |
| $ | (0.01) |
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| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |
| 1,715,004 |
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| 1,715,004 |
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| 1,715,004 |
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| 1,715,004 |
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The accompanying notes are an integral part of these financial statements.
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PSP INDUSTRIES, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
(Unaudited)
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| For the Nine Months Ended March 31, |
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From Inception on August 21, 1978 through March 31, | |||
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| 2011 | 2010 |
| 2011 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES |
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| Net loss | $ | (20,524) | $ | (24,353) | $ | (257,611) |
| Adjustments to reconcile net loss to net cash used by operating activities: |
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| Common stock issued for services rendered |
| - |
| - |
| 57,597 |
| Notes payable issued for services rendered |
| - |
| - |
| 5,400 |
| Notes payable - related party issued for services rendered |
| - |
| - |
| 4,000 |
| Changes in operating assets and liabilities: |
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| Increase in accounts payable and accrued expenses |
| 813 |
| 7,658 |
| 26,701 |
| Net Cash Used by Operating Activities |
| (19,711) |
| (16,695) |
| (163,913) |
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| CASH FLOWS FROM INVESTING ACTIVITIES |
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| - |
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| CASH FLOWS FROM FINANCING ACTIVITIES |
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| Proceeds from notes payable - related party |
| 19,000 |
| 15,000 |
| 80,000 |
| Contributed capital for expenses |
| - |
| - |
| 3,612 |
| Net proceeds from issuance of common stock |
| - |
| - |
| 83,250 |
| Net Cash Provided by Financing Activities |
| 19,000 |
| 15,000 |
| 166,862 |
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| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
| (711) |
| (1,695) |
| 2,949 |
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| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
| 3,660 |
| 4,689 |
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| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 2,949 | $ | 2,994 | $ | 2,949 |
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| SUPPLEMENTAL DISCLOSURES: |
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| Cash paid for interest | $ | - | $ | - | $ | - |
| Cash paid for income taxes | $ | - | $ | - | $ | - |
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| NON-CASH INVESTING AND FINANCING ACTIVITIES: |
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| Common stock issued for services rendered | $ | - | $ | - | $ | 57,597 |
| Notes payable and notes payable -related party issued for Services rendered | $ | - | $ | - | $ | 9,400 |
| Common stock issued for notes payable | $ | - | $ | - | $ | 2,700 |
| Common stock issued for notes payable-related party | $ | - | $ | - | $ | 13,400 |
| Stock repurchase paid by related party | $ | - | $ | - | $ | 20 |
The accompanying notes are an integral part of these financial statements.
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PSP INDUSTRIES, INC.
(A Development Stage Company)
Condensed Notes to the Financial Statements
March 31, 2011
NOTE 1
BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its Form 10-K filed on September 30, 2010. Operating results for the nine months ended March 31, 2011 are not necessarily indicative of the results to be expected for the year ending June 30, 2011.
NOTE 2
RELATED PARTY TRANSACTIONS
The Company has been dependent upon certain related parties to provide working capital in the development of the Company’s business. The related parties have generally provided services and/or incurred expenses on behalf of the Company or have provided the necessary operating capital to continue pursuing its business. At March 31, 2011 and June 30, 2010, the Company had notes payable to related parties of $83,250 and $64,250, respectively. Accrued interest on these notes at March 31, 2011 and June 30, 2010 were $16,180 and $10,606, respectively. These amounts are payable to stockholders of the Company and are without terms.
NOTE 3
GOING CONCERN CONSIDERATIONS
The accompanying financial statements have been 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. As reported in its Annual Report on Form 10-K for the year ended June 30, 2010, the Company has an accumulated deficit of $237,087 from inception of the Company through June 30, 2010. The accumulated deficit as of March 31, 2011 was $257,611 and the total stockholders’ deficit at March 31, 2011 was $102,073 and had working capital deficit, continued losses, and negative cash flows from operations. These factors combined, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to address and alleviate these concerns are as follows:
The Company’s management continues to develop a strategy of exploring all options available to it so that it can develop successful operations and have sufficient funds, therefore, as to be able to operate over the next twelve months. The Company is attempting to improve these conditions by way of financial assistance through issuances of additional equity and by generating revenues through sales of products and services. No assurance can be given that funds will be available, or, if available, that it will be on terms deemed satisfactory to management.
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 attain profitable operations. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties.
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Item 2. Management’s Discussions and Analysis of Financial Condition and Results of Operations.
Forward-looking Statements
Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.
Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Plan of Operation
Our plan of operation for the next 12 months is to: (i)consider guidelines of industries in which we may have an interest;(ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.
During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing; the payment of our Securities and Exchange Commission and Exchange Act reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization. We anticipate that these funds will be provided to us in the form of loans from Eslie O. Barlow, our current Secretary/Treasurer and a director. As of the date of this Quarterly Report, we have not actively begun to seek any business or acquisition candidate.
Results of Operations
Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010
We had no material operations during the quarterly period ended March 31, 2011. In the quarterly period ended March 31, 2011, we had revenues of $0 compared to $0 revenues for the quarterly period ended March 31, 2010. Selling, general and administrative expenses were $2,507 for the period ended March 31, 2011 compared to $7,909 for the corresponding period in 2010. We had interest expenses of $2,124 and $1,509 for the periods ended March 31, 2011 and 2010, respectively. We had a net loss of $4,631 for the March 31, 2011 period compared to a net loss of $9,418 for the March 31, 2010 period.
Nine Months Ended March 31, 2011 Compared to Nine Months Ended March 31, 2010
We had no material operations during the nine months ended March 31, 2011. In the nine months ended March 31, 2011, we had revenues of $0 compared to $0 revenues for the nine months ended March 31, 2010. Selling, general and administrative expenses were $14,706 for the period ended March 31, 2011 compared to $20,324 for the same period in 2010. We had interest expenses of $5,818 and $4,029 for the nine months ended March 31, 2011 and 2010, respectively. We had a net loss of $20,524 for the nine months ended March 31, 2011 compared to a net loss of $24,353 for the nine months ended March 31, 2010.
Liquidity
We had cash or cash equivalents on hand at March 31, 2011, of $2,949; and cash or cash equivalents on hand at June 30, 2010 of $3,660. If additional funds are required in connection with our present planned business operations of seeking an acquisition or business combination candidate or for Exchange Act filings or other expenses, such funds may be advanced by
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management or principal stockholders. During the nine months ended March 31, 2011, expenses were paid by our Secretary/Treasurer and a director, Eslie O. Barlow, in the amount of $19,000. The aggregate amount of expense advances by this related party through March 31, 2011, is $83,250, which is outstanding, bearing 10% interest, unsecured and is due on demand. There are also additional notes outstanding in the amount of $2,700. Because we have not identified any acquisition or business combination candidate, it is impossible to predict the amount of future required funds.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2011, our disclosure controls and procedures were, effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting
Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls 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
On March 24, 2011, GreenTek (Hong Kong) Limited, a company organized and existing under the laws of the Hong Kong SAR of The People’s Republic of China (“GreenTek”), and Eslie O. Barlow, acting as the sellers’ representative, entered into a Stock Purchase Agreement providing for the sale by the sellers to GreenTek of 898,170 shares of our common stock, representing 52.3% of our issued and outstanding stock, for a total purchase price of $345,000. The transactions contemplated by the Stock Purchase Agreement were consummated on April 21, 2011. On May 9, 2011 a majority of our Board of Directors was replaced with designees of GreenTek, resulting in a change in control.
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Item 6. Exhibits.
Exhibit No. Identification of Exhibit
| 31.1 31.2 32 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Min-Chul Shin, Chief Executive Officer. Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Young-Kyung Lee, Chief Financial Officer. Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Min-Chul Shin, Chief Executive Officer and Young-Kyung Lee, Chief Financial Officer. |
SIGNATURES
PSP INDUSTRIES, INC.
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
| Date: | May 23, 2011 |
| By: | /s/Min-Chul Shin |
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| Min-Chul Shin, Chief Executive Officer and Director |
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| Date: | May 23, 2011 |
| By: | /s/Young-Kyung Lee |
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| Young-Kyung Lee, Chief Financial Officer and Director |
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