Attached files
| file | filename |
|---|---|
| EX-31.1 - Q Therapeutics, Inc. | v228422_ex31-1.htm |
| EX-32.1 - Q Therapeutics, Inc. | v228422_ex32-1.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Amendment No. 1)
(Mark One)
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x
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________ to ________
Commission File No. 000-52062
GRACE 2, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-3708500
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(State or other jurisdiction of
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(I.R.S. employer
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incorporation or formation)
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identification number)
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735 Broad Street, Suite 400
Chattanooga, TN 37402
(Address of principal executive offices)
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Issuer’s telephone number:
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(423) 265-5062
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Issuer’s facsimile number:
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N/A
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N/A
(Former name, former address and former
fiscal year, if changed since last report)
Copies to:
The Sourlis Law Firm
Joseph M. Patricola, Esq.
The Courts of Red Bank
130 Maple Avenue, Suite 9B2
Red Bank, New Jersey 07701
Direct: (732) 618-2843
Office: (732) 530-9007
Fax: (732) 530-9008
JoePatricola@sourlislaw.com
www.SourlisLaw.com
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, Par Value $0.0001 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of 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 ¨ Nox
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 (§ 229.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No¨
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter.
As of May 31, 2011, no public market has been developed for the Company’s securities.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
As of July 12, 2011, there were 100,000 shares of Common Stock, $0.0001 par value per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None
EXPLANATORY NOTE
We are filing this Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2010, as originally filed with the SEC on July 1, 2011 in order to: (1) revise Item 14 of Part III to correctly report the amount paid by the Registrant for Principal Accountant Fees and Services for the fiscal years ended May 31, 2010 and 2009 respectively, (2) to provide explanatory language with regard to the Company’s determination that the financial statements for the fiscal year ended May 31, 2009 be re-audited, and (3) to file currently dated certifications by our principal executive and principal financial officer.
This Amendment No. 1 continues to speak as of the date of the original Form 10-K for the fiscal year ended May 31, 2010 and we have not updated or amended the disclosures contained herein to reflect events that have occurred since the original filing of the Form 10-K, or modified or updated those disclosures in any way other than as described in the preceding paragraph. Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the filing of the original Form 10-K on July 1, 2011.
2
Re-audit of 2009 Financial Results
Due to a period of inactivity and a lack of cash on hand, Grace 2, Inc. (the “Company”) became delinquent in its SEC ’34 Act filings, commencing with the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2010, which was due on or around August 31, 2010. The Company is currently in the process of correcting this series of delinquencies, and anticipates becoming current in its SEC filings by the end of July 2011.
Due to this lengthy period of inactivity and resulting ’34 Act filing delinquencies, the Company’s independent auditor, W.T. Uniack & Co., CPAs, P.C., concluded that the Company’s financial statements for the fiscal year ended May 31, 2009 were required to be re-audited in conjunction with the audit of the Company’s financial statements for the fiscal year ended May 31, 2010.
The re-audited financial statements for the fiscal year ended May 31, 2009, including the new Report of the Independent Registered Public Accounting Firm are provided herein with the Company’s financial statements for the fiscal year ended May 31, 2010. Upon re-audit of the 2009 financial statements, it was determined that, in accordance with FASB ASC 250 – Accounting Changes and Error Corrections, no material errors were present and there were no changes in previously reported net loss, shareholders’ equity (deficit) or cash flows from operating activities in the originally filed financial statements for the fiscal year ended May 31, 2009.
3
BALANCE SHEET
__ STATEMENT OF OPERATIONS
__ STATEMENT OF CHANGES IN DEFICIENCY IN ASSETS
__ STATEMENT OF CASH FLOWS
__ NOTES TO THE FINANCIAL STATEMENTS
4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Grace 2, Inc.
A Development Stage Company
We have audited the accompanying balance sheets of Grace 2, Inc. (“the Company”), a development stage company, as of May 31, 2010 and 2009 and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended and the period October 27, 2005 (inception) through May 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company, a development stage company, as of May 31, 2010 and 2009, and the results of its operations and its cash flows for the period October 27, 2005 (inception) through May 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Notes 1 & 8 to the financial statements, the Company is in the development stage and has not commenced operations. Its ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another company and ultimately achieve profitable operations. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ W.T. Uniack & Co. CPA’s P.C.
W.T. Uniack & Co. CPA’s P.C.
June 16, 2011
5
GRACE 2, INC.
A DEVELOPMENT STAGE COMPANY
BALANCE SHEETS
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05/31/2010
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05/31/2009
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|||||||
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ASSETS
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||||||||
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||||||||
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Total assets
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$
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-
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$
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-
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||||
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||||||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
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Current Liabilities
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||||||||
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Accrued Expenses
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9,000
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-
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||||||
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Accounts payable
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4,725
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4,500
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||||||
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Due to shareholder
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25,050
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16,075
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||||||
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||||||||
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Total liabilities
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38,775
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20,575
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||||||||
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Commitment and contingencies
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-
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-
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||||||
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||||||||
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Stockholders' equity (deficit)
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||||||||
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Preferred stock, $.0001 par value, authorized 10,000,000 shares, none issued
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-
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-
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||||||
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Common stock, $.0001 par value, authorized 100,000,000 shares 100,000 issued and outstanding
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10
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10
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||||||
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Additional paid-in capital
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9,784
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9,784
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||||||
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Deficit accumulated during the development stage
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(48,569
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)
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(30,369
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)
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||||||||
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Total stockholders' equity (deficit)
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(38,775
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)
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(20,575
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)
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||||
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||||||||
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Total liabilities and stockholders' equity (deficit)
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$
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-
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$
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-
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||||
The accompanying notes are an integral part of these financial statements.
6
GRACE 2, INC.
A DEVELOPMENT STAGE COMPANY
STATEMENTS OF OPERATIONS
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For the period
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||||||||||||
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For the year
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For the year
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October 27, 2005
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||||||||||
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ended
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ended
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(Inception) to
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||||||||||
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May 31, 2010
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May 31, 2009
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May 31, 2010
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||||||||||
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Net sales
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$
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-
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$
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-
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$
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-
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||||||
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||||||||||||
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Cost of sales
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-
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-
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-
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|||||||||
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||||||||||||
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Gross profit
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-
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-
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-
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|||||||||
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||||||||||||
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General and administrative expenses
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18,200
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20,575
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48,569
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|||||||||
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||||||||||||
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Net loss
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$
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(18,200
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)
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$
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(20,575
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)
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$
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(48,569
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)
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|||
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||||||||||||
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Weighted average number of common shares outstanding (basic and fully diluted)
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100,000
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100,000
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100,000
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|||||||||
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||||||||||||
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Basic and diluted (loss) per common share
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$
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(0.18
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)
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$
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(0.21
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)
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$
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(0.49
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)
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|||
The accompanying notes are an integral part of these financial statements.
7
GRACE 2, INC.
A DEVELOPMENT STAGE COMPANY
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
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Accumulated
Loss
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||||||||||||||||||||
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Additional
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During the
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Stockholders'
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||||||||||||||||||
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Common Stock
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Paid-In
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Development
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Equity
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|||||||||||||||||
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Shares
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Amount
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Capital
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Stage
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(Deficit)
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||||||||||||||||
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||||||||||||||||||||
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Balance-October 27, 2005
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- | - | - | - | - | |||||||||||||||
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Issuance of common shares
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100,000 | $ | 10 | $ | 90 | - | $ | 100 | ||||||||||||
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Net loss
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- | - | - | $ | (100 | ) | $ | (100 | ) | |||||||||||
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||||||||||||||||||||
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Balance, June 02, 2006
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100,000 | $ | 10 | $ | 90 | $ | (100 | ) | - | |||||||||||
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Capital contributions-shareholder
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- | - | $ | 2,694 | - | $ | 2,694 | |||||||||||||
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Net(loss)
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- | - | - | $ | (5,194 | ) | $ | (5,194 | ) | |||||||||||
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Balance, May 31, 2007
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100,000 | $ | 10 | $ | 2,784 | $ | (5,294 | ) | $ | (2,500 | ) | |||||||||
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||||||||||||||||||||
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Capital contributions-shareholder
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- | $ | 5,000 | - | $ | 5,000 | ||||||||||||||
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Net(loss)
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$ | (4,500 | ) | $ | (4,500 | ) | ||||||||||||||
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Balance, May 31, 2008
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100,000 | $ | 10 | $ | 7,784 | $ | (9,794 | ) | $ | (2,000 | ) | |||||||||
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|
||||||||||||||||||||
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Capital contributions-shareholder
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$ | 2,000 | $ | 2,000 | ||||||||||||||||
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Net(loss)
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$ | (20,575 | ) | $ | (20,575 | ) | ||||||||||||||
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Balance, May 31, 2009
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100,000 | $ | 10 | $ | 9,784 | $ | (30,369 | ) | $ | (20,575 | ) | |||||||||
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||||||||||||||||||||
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Capital contributions-shareholder
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||||||||||||||||||||
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Net(loss)
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$ | (18,200 | ) | $ | (18,200 | ) | ||||||||||||||
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Balance, May, 31, 2010
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100,000 | $ | 10 | $ | 9,784 | $ | (48,569 | ) | $ | (38,775 | ) | |||||||||
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Capital contributions-shareholder
|
||||||||||||||||||||
8
GRACE 2, INC.
A DEVELOPMENT STAGE COMPANY
STATEMENTS OF CASH FLOWS
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Period from
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||||||||||||
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For the year
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For the year
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October 27, 2005
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||||||||||
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ended
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ended
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(inception ) to
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||||||||||
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May 31, 2010
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May 31, 2009
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May 31, 2010
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||||||||||
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|
||||||||||||
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Cash flows from operating activities
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||||||||||||
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Net (loss)
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$
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(18,200
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)
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$
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(20,575
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)
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$
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(48,569
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)
|
|||
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|
||||||||||||
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Adjustments to reconcile net (loss) to net cash used in operating activities:
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||||||||||||
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(Increase) decrease in accrued expenses
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9,000
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-
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9,000
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|||||||||
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Increase (decrease) in accounts payable
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225
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2,500
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4,725
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|||||||||
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||||||||||||
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Net cash (used in) operating activities
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(8,975
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)
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(18,075
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)
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(34,844
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)
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||||||
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||||||||||||
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Cash flows from financing activities
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||||||||||||
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Advances - due to shareholders, (no repayments)
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8,975
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16,075
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25,050
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|||||||||
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Proceeds from issuance of common stock
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-
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-
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10
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|||||||||
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Proceeds from additional capital contributions
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-
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2,000
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9,784
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|||||||||
|
|
||||||||||||
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Net cash provided by financing activities
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8,975
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18,075
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34,844
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|||||||||
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||||||||||||
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Net increase in cash and cash equivalents
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-
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-
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-
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|||||||||
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||||||||||||
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Cash - beginning of period
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-
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-
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-
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|||||||||
|
|
||||||||||||
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Cash - end of period
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$
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-
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$
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-
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$
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-
|
||||||
|
|
||||||||||||
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Supplemental disclosure of cash flow information:
|
||||||||||||
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Taxes paid
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-
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-
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||||||||||
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Interest paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
The accompanying notes are an integral part of these financial statements.
9
GRACE 2, INC.
A DEVELOPMENT STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
May 31, 2010
NOTE 1. DEVELOPMENT STAGE COMPANY
The company is considered to be a development stage company and as such the financial statements presented herein are presented in accordance to FASB Accounting Standards Codification (“ASC”) 915 “Development Stage Entities.” The company is subject to the risks associated with activities of development stage companies.
Grace 2, Inc. (“the Company”) was incorporated in the State of Delaware on October 27, 2005 and is currently in its development stage.
As a blank check company, the Company’s business is to pursue a business combination through acquisition, or merger with, an existing company. As of the date of the financial statements, the Company has made an effort to identify a possible business combination, see Subsequent event (unaudited). As a result, the Company has conducted negotiations and entered into a letter of intent concerning target business. No assurances can be given that the Company will be successful in finalizing or negotiating with any target company. Since inception, the Company has been engaged in organizational efforts.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles in the United States. Significant accounting policies are as follows:
|
a.
|
Use of Estimates - The preparation of the statement of financial condition in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the statement of financial condition and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
|
|
b.
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Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. For the period October 27, 2005 (inception) through May 31, 2010, the Company did not maintain any bank accounts.
|
|
c.
|
Income Taxes - The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on the differences between financial reporting basis and tax basis of the assets and liabilities and are measured using enacted tax rates that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.
|
|
d.
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Loss per Common Share - Basic loss per share is calculated using the weighted-average number of common shares outstanding during each period as required by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each period. The Company does not have any potentially dilutive instruments.
|
|
e.
|
Fair Value of Financial Instruments - The carrying value of accounts payable approximates fair value due to their short term nature.
|
|
f.
|
Recently Issued Accounting Pronouncements – as of May 31, 2010 and 2009, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.
|
NOTE 3. PREFERRED STOCK
As of May 31, 2010 and 2009, the Company was authorized to issue 10,000,000 shares of preferred stock; zero preferred shares were outstanding.
The preferred stock of the Company shall be issued by the Board of Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time.
10
NOTE 4. COMMON STOCK
As of May 31, 2010 and 2009, the Company is authorized to issue 100,000,000 shares of common stock; 100,000 shares of common stock were outstanding.
Holders of shares of common stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The common stock does not have cumulative voting rights. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
NOTE 5. RELATED PARTY TRANSACTIONS
The Company utilizes the office space and equipment of its majority shareholder at no cost. Management estimates such amounts to be immaterial.
As of May 31, 2010 and May 31, 2009, the majority shareholder advanced the Company $25,050 and $ 16,075 respectively for working capital purposes. The advances are not documented and do not bear any specific repayment terms.
NOTE 6. INCOME TAXES AND CHANGE IN CONTROL
As of May 31, 2010, the Company had approximately $15,122 in gross deferred tax assets resulting from net operating loss carry forwards. A valuation allowance has been recorded to fully offset these deferred tax assets because the future realization of the related income tax benefits is uncertain. Accordingly, the net provision for income taxes is zero for the period October 27, 2005 (inception) to May 31, 2010.
As of May 31, 2010, the Company could have federal net operating loss carry forwards of approximately $48,569 available to offset future taxable income through 2030.
For the period October 27, 2005 (inception) to May 31, 2010, the difference between the tax provision at the statutory federal income tax rate and the tax provision attributable to loss before income taxes is as follows (in percentages):
|
Statutory federal income tax rate
|
-34 | % | ||
|
State taxes - net of federal benefits
|
-5 | % | ||
|
Valuation allowance
|
39 | % | ||
|
|
||||
|
Income tax rate – net
|
0 | % |
The stock purchase transaction that took place in July 2008 affects a change in control of the Company, and as such the federal net operating loss carry forwards as of the date of the transaction are limited under Section 382 of the Internal Revenue Code. At the present time there have been no tax returns filed for this company since inception. The company is a C Corporation and is domiciled within the State of Delaware.
NOTE 7. CAPITAL STOCK
On July 7, 2008 (the “Effective Date”), pursuant to the terms of a Stock Purchase Agreement (“the Agreement”), Broad Street Ventures, LLC, a limited liability company formed in the State of Colorado purchased a total of 96,000 shares of the issued and outstanding common stock of the Company from Getting You There, LLC, then the sole shareholder of the Company. The total of 96,000 shares represents 96% of the shares of outstanding common stock of the Company (the “Acquisition”). As part of the Acquisition and pursuant to the Agreement, the following changes to the Company’s directors and officers occurred:
Virginia K. Sourlis resigned as the Company’s President, Chief Executive Officer, Chief Financial Officer and Secretary and Sole Director effective July 18, 2008.
As of July 18 2008, Douglas Dyer was appointed as the Company’s President and Sole Director.
11
NOTE 8. GOING CONCERN
As of May 31, 2010 and 2009, the Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.
As of May 31, 2010 and 2009, the Company’s current business is to pursue a business combination through acquisition, or merger with, an existing company. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another company and ultimately achieve profitable operations. No assurances can be given that the Company will be successful in locating or negotiating with any target company.
NOTE 9. Subsequent Events (Unaudited)
Subsequent to year end Grace 2, Inc., [the Company] has executed a term sheet to reverse merge into an operating company. Negotiations are ongoing and it is management’s opinion that it will culminate into an executed merger agreement soon. Terms are non-binding, but do contain an exclusivity provision to the Company through June 30, 2011.
12
Item 14. Principal Accountant Fees and Services
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:
|
2010
|
$ | 12,500 |
W.T. Uniack & Co. CPA’s P.C.
|
||
|
2009
|
$ | 12,500 |
W.T. Uniack & Co. CPA’s P.C.
|
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:
|
2010
|
$ | 0 |
W.T. Uniack & Co. CPA’s P.C.
|
||
|
2009
|
$ | 0 |
W.T. Uniack & Co. CPA’s P.C.
|
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were:
|
2010
|
$ | 0 |
W.T. Uniack & Co. CPA’s P.C.
|
||
|
2009
|
$ | 0 |
W.T. Uniack & Co. CPA’s P.C.
|
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
|
2010
|
$ | 0 |
W.T. Uniack & Co. CPA’s P.C.
|
||
|
2009
|
$ | 0 |
W.T. Uniack & Co. CPA’s P.C.
|
13
PART IV.
Item 15. Exhibits and Reports on Form 8-K
|
Exhibit
|
|
Description
|
|
*3.1
|
|
Certificate of Incorporation, as filed with the Delaware Secretary of State on October 27, 2005.
|
|
|
|
|
|
*3.2
|
|
By-Laws
|
|
|
|
|
|
31.1
|
|
Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934, as amended, with respect to the registrant’s Annual Report on Form 10-K for the year ended May 31, 2010.
|
|
|
|
|
|
32.1
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Office and Chief Financial Officer).
|
|
*
|
Filed as an exhibit to the Company’s Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on June 19, 2006, and incorporated herein by this reference.
|
|
(b)
|
Reports on Form 8-K. None
|
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: July 12, 2011
|
By: /s/ DOUGLAS DYER
|
|
|
Name: Mr. Douglas Dyer
Title: President and Sole Director
(Principal Executive Officer,
Principal Financial Officer
and Principal Accounting Officer)
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ DOUGLAS DYER
|
|
President and Sole Director
(Principal Executive Officer,
Principal Financial Officer
and Principal Accounting Officer)
|
|
July 12, 2011
|
|
Mr. Douglas Dyer
|
|
|
|
15