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

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FORM 10-Q

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(Mark One)

[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended June 30, 2011

[     ]     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: 000-27831

MILWAUKEE IRON ARENA FOOTBALL, INC.
(Exact name of registrant as specified in its charter)

Nevada		91-1947658
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

11415 NW 123 Lane, Reddick, Florida     32686
(Address of principal executive offices)     (zip code)

(718) 554-3652
(Registrant’s telephone number, including area code)

(Former Name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X]   No [   ]

Indicate by check mark whether the registrant 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer     [   ]		Accelerated filer     [   ]
	Non-accelerated filer     [   ]		Smaller reporting company     [X]
	(Do not check if a smaller reporting company)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.   Yes [   ]   No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of August 14, 2011, there were 155,892 shares of the Registrant's Common Stock outstanding.

MILWAUKEE IRON ARENA FOOTBALL, INC.
For The Quarterly Period Ended June 30, 2011

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MILWAUKEE IRON ARENA FOOTBALL, INC.
CONSOLIDATED BALANCE SHEETS

ASSETS
		June 30, 2011			September 30, 2010
		(Unaudited)
CURRENT ASSETS
Cash		$	359		$	347
Current assets of discontinued operations			-			62,282
TOTAL CURRENT ASSETS			359			62,629
OTHER ASSETS
Other assets of discontinued operations			-			415,172
TOTAL ASSETS		$	359			477,801
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	3,500			15,900
Officer Loan			53,500			15,000
Current liabilities of discontinued operations			-			2,049,985
TOTAL CURRENT LIABILITIES			57,000			2,080,885
LONG-TERM LIABILITIES
Long term liabilities of discontinued operations			-			70,000
TOTAL LIABILITIES			57,000			2,150,885
STOCKHOLDERS' DEFICIT
Preferred stock A, $0.001 par value; 5,000,000 shares authorized issued and outstanding			5,000			5,000
Preferred stock B, $0.001 par value; 5,000,000 shares authorized issued and outstanding			5,000			5,000
Common stock, $0.001 par value; 500,000,000 shares authorized;
155,892 and 635,901 shares issued and outstanding			156			636
Additional paid-in capital			4,551,312			2,561,056
Accumulated deficit			(4,618,109)			(4,244,776)
TOTAL STOCKHOLDERS' DEFICIT			(56,641)			(1,673,084)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	359		$	477,801

The accompanying notes are an integral part of these condensed consolidated financial statements

MILWAUKEE IRON ARENA FOOTBALL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

		Three Months Ended June 30,						Nine Months Ended June 30,
		2011			2010			2011			2010
General and administrative expenses		$	3,512		$	36		$	26,088		$	136,108
Credit facility expense - financing agreement			-			2,380,200			-			2,380,200
Total operating expenses			3,512			2,380,236			26,088			2,516,308
LOSS FROM CONTINUING OPERATIONS			(3,512)			(2,380,236)			(26,088)			(2,516,308)
DISCONTINUED OPERATIONS (NET OF TAXES)
Loss from operations (net of tax of $0)			-			(550,604)			-			(1,126,430)
NET LOSS		$	(3,512)		$	(2,930,840)		$	(26,088)		$	(3,642,738)
Less: dividend due to unwind agreement			(40,000)			-			(40,000)			-
NET LOSS APPLICABLE TO COMMON SHAREHOLDERS		$	(43,512)		$	(2,930,840)		$	(66,088)		$	(3,642,738)
NET LOSS PER BASIC AND DILUTED SHARES
Continuing operations		$	(0.28)		$	(3.83)		$	(0.26)		$	(4.19)
Discontinued operations		$	-		$	(0.89)		$	-		$	(1.88)
Total		$	(0.28)		$	(4.71)		$	(0.26)		$	(6.07)
WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING
BASIC AND DILUTED			155,892			622,123			249,423			599,877

 

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

MILWAUKEE IRON ARENA FOOTBALL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

		Nine Months ended June 30,
		2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations		$	(26,088)		$	(2,516,308)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Issuance stock for services			-			115,000
Issuance stock for a credit facility			-			2,380,200
Changes in assets and liabilities:
Increase (decrease) in accounts payable and accrued expenses			(12,400)			6,000
Total adjustments			(12,400)			2,501,200
Net cash (used in) continuing activities			(38,488)			(15,108)
Net cash (used in) discontinued operations			-			(844,429)
Net cash (used in) operating activities			(38,488)			(859,537)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash (used in) investing activities - discontinued			-			(41,032)
Net cash (used in) investing activities			-			(41,032)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from officer loan			38,500			15,000
Net cash provided by (used in) financing activities - continuing			38,500			15,000
Net cash provided by financing activities - discontinued						885,461
Net cash provided by financing activities			38,500			900,461
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			12			(108)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR			347			491
CASH AND CASH EQUIVALENTS - END OF YEAR		$	359		$	383
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest paid		$	-		$	-
Income taxes paid		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Discountinued operations		$	1,642,531		$	-
Cancellation of shares associated with reverse recapitalization		$	307,725		$	-
Dividend due to unwind agreement		$	40,000		$	-

The accompanying notes are an integral part of these condensed consolidated financial statements

Milwaukee Iron Professional Arena Football, Inc.
Notes to Financial Statements
June 30, 2011
(Unaudited)

Note 1 Basis of Presentation, Nature of Operations and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information.

The financial information as of September 30, 2010 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended September 30, 2010.  The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Plan of Operations for the year ended September 30, 2010.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three and nine months ended June 30, 2011are not necessarily indicative of results for the full fiscal year.

Nature of Operations

Milwaukee Iron Arena Football Inc., (the “Company”), was incorporated in the State of Colorado in 1983.

On January 26, 2010, the Company consummated a merger with Milwaukee Iron Professional Arena Football, LLC and Wisconsin Professional Arena Football Investment LLC (the “Merger”). Prior to the consummation of the Merger, the Company was a non-operating shell company with no revenue and minimal assets. After the Merger, the Company’s operations consisted of those of the Milwaukee Iron arena football team; a member team (the “Team”) of the Arena Football One, a professional arena football league.

Because efforts to fund and develop the Team were not successful, it was determined that in the interest of all parties, the merger should be unwound, the Team disposed of, the Company’s operations restored to that of a shell company and operating business be sought.

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Milwaukee Iron Professional Arena Football, Inc.
Notes to Financial Statements
June 30, 2011
(Unaudited)

Accordingly, on November 23, 2010, the parties entered into an Unwind Agreement (the “Agreement”)

The Unwind Agreement required both entities to return and cancel the shares associated with the transaction. Under the terms of the Agreement, the Company received $40,000 as reimbursement for expenses incurred in connection with the unwinding. The payment of $40,000 occurred during 2011 and was given directly to the Company’s Chief Executive Officer. This transaction is analogous to a dividend distribution and is included as an additional reduction in net loss applicable to common shareholders for purposes of computing loss per share in the accompanying financial statements for the period ending June 30, 2011.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future unexpected events. Accordingly, the actual results could differ significantly from estimates.

Principles of Consolidation and Elimination Due to Unwinding of Merger

All significant inter-company accounts and transactions had been eliminated in consolidation through November 23, 2010. The Company had consolidated its results of operations and cash flows for the period October 1, 2010 through November 23, 2010, which was the period of time both entities had co-existed during fiscal year 2011, however, from November 24, 2010, the Company has reported as a single entity due to the unwinding previously discussed.

Discontinued Operations

Components of the Company that were disposed of are reported as discontinued operations. These assets and liabilities were reclassified as discontinued operations in the balance sheets as at June 30, 2011, and the year ended September 30, 2010, and the results of operations for the current period and prior year are reported as discontinued operations.

Loss per Share

Basic loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted loss per common share is calculated by dividing net loss, adjusted on an “as if converted” basis, by the weighted-average number of actual shares outstanding and, when dilutive, the share equivalents that would arise from the assumed conversion of convertible instruments.  The effect of potentially dilutive stock options and warrants is calculated using the treasury stock method. The Company had no common stock equivalents issued or outstanding as of June 30, 2011 and September 30, 2010.

Milwaukee Iron Professional Arena Football, Inc.
Notes to Financial Statements
June 30, 2011
(Unaudited)

Recent Accounting Pronouncements

There are no new accounting pronouncements that have any impact on the Company’s financial statements.

Note 2 Going Concern

As reflected in the accompanying financial statements, the Company had a net loss of $26,088 and net cash used in operations of $38,488 for the period ended June 30, 2011; and a working capital deficit and stockholders’ deficit of $56,641 at June 30, 2011.

The ability of the Company to continue as a going concern is dependent on its ability to obtain debt or equity based financing and upon future commencement of operations from the development of its planned business.

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 Discontinued Operations

Assets and liabilities to be disposed of comprise the following:

		June 30, 2011			September 30, 2010
		(Unaudited)
Cash		$	-		$	1,197
Accounts Receivable			-			17,317
Prepaid Expenses			-			43,768
PP&E - Net			-			311,420
Investment in Af2 Operating Co.			-			103,752
Total Assets		$	-		$	477,454
Accounts Payable		$	-		$	584,433
Short term loans			-			904,941
Loans from related parties			-			98,976
Short term credit line			-			427,000
Deferred revenue			-			34,635
Notes payable - related parties			-			70,000
Total liabilities		$	-		$	2,119,985

Milwaukee Iron Professional Arena Football, Inc.
Notes to Financial Statements
June 30, 2011
(Unaudited)

The following amounts have been segregated from operations and included in discontinued operations in the consolidated statements of operations:

		Nine Months Ended June 30,
		2011			2010
REVENUE		$	-		$	340,647
COST OF SALES						899,033
GROSS LOSS		$	-		$	(558,386)
OPERATING EXPENSES
Selling, general and administrative			-			433,723
Depreciation			-			48,257
Total Expenses			-			481,980
LOSS BEFORE OTHER EXPENSES						(1,040,366)
OTHER EXPENSE
Interest expense			-			(86,064)
NET LOSS		$	-		$	(1,126,430)

Note 4 Debt – Related Party

On December 31, 2010, the Company received advances of $15,900 from its Chief Executive Officer. The advances were non-interest bearing, unsecured, and due on demand.

On March 31, 2011, the Company received advances of $22,600 from its Chief Executive Officer. The advances were non-interest bearing, unsecured, and due on demand.  

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S FINANCIAL STATEMENTS AND THE NOTES TO THOSE STATEMENTS AND OTHER FINANCIAL INFORMATION APPEARING ELSEWHERE IN THIS REPORT.

General

Milwaukee Iron Arena Football Inc., formerly known as Genesis Capital Corporation of Nevada (the “Company” or “we” or “us” or “our”), was incorporated in the State of Colorado in 1983, under the name Bugs, Inc., for the purpose of using microbial and other agents, including metallurgy, to enhance oil and natural gas production and to facilitate the recovery of certain metals. Except as described below, for the past several years, we have had no revenue and have been a shell company.

On January 26, 2010, we consummated a merger with Milwaukee Iron Professional Arena Football, LLC and Wisconsin Professional Arena Football Investment LLC (collectively, along with their equity owners, the “Merger Partner”) as previously disclosed in our Current Report on Form 8-K filed on February 2, 2010, as subsequently amended on February 16 and February 18, 2010 (the “Merger”). Upon the closing of the Merger, we amended our articles of incorporation to change our name to Milwaukee Iron Arena Football, Inc. and amended the articles of incorporation of our wholly owned subsidiary to change its name to Milwaukee Iron Arena Football Club, Inc. Prior to the consummation of the Merger, we were a non-operating shell company with no revenue and minimal assets. After the Merger, we were no longer a shell company and our business operations consisted of those of the Milwaukee Iron arena football team; a member team (the “Team”) of the Arena Football One, a professional arena football league.

Because efforts to fund and develop the Team had not been successful, we determined that in the interest of our stockholders, it would be advantageous for all parties to unwind the Merger, dispose of the Team and restore our operations to that of a shell company seeking an operating business.

Accordingly, on November 23, 2010 (as previously disclosed in our Current Report on Form 8-K filed on December 1, 2010), we entered into an Unwind Agreement whereby the parties thereto mutually agreed to unwind the Merger (the “Unwind”).

As a result of the Unwind, we once again became a “shell company” as that term is defined under Federal securities laws. We intend to seek to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for our securities. Our purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages that we may offer. We will not restrict our search to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. Management anticipates that it may be able to participate in only one potential business venture because we have nominal assets and limited financial resources.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2011
COMPARED TO THREE MONTHS ENDED JINE 30, 2010

Revenues for the three months ended June 30, 2011 were $0 compared to $0 for the three months ended June 30, 2010. No revenue was reported for the above periods due to our decision to unwind the Merger (as discussed above) and the resulting classification of operations, assets and liabilities associated with the Team as discontinued operations under GAAP. See Notes 1 and 3 to the financial statements for more information regarding the discontinued operations.

Operating Expenses

Operating expenses for the three months ended June 30, 2011 were $3,512, as compared to $2,380,236 for the three months ended June 30, 2010. Operating expenses decreased primarily due to the consummation of the Unwind and our lack of operations.

Loss From Continuing Operations

We had an operating loss from continuing operations of $3,512 for the three month period ended June 30, 2011, as as compared to $2,380,236 for the three months ended June 30, 2010.

Loss From Discontinued Operations

We had a loss related to discontinued operations of zero for the three month period ended June 30, 2011 as compared to a loss related to discontinued operations of $550,604 for the three month period ended June 30, 2010. See Notes 1 and 3 for more information regarding the discontinued operations.

NINE MONTHS ENDED JUNE 30, 2011
COMPARED TO NINE MONTHS ENDED JUNE 30, 2010 

Revenues

Revenues for the nine months ended June 30, 2011 were $0 compared to $0 for the nine months ended June 30, 2010. No revenue was reported for the above periods due to our decision to unwind the Merger (as discussed above) and the resulting classification of operations, assets and liabilities associated with the Team as discontinued operations under GAAP. See Notes 1 and 3 to the financial statements for more information regarding the discontinued operations.

Operating Expenses

Operating expenses for the nine months ended June 30, 2011 were $26,088 compared to $2,516,308 for the nine months ended June 30, 2010. Operating expenses decreased primarily due to the consummation of the Unwind and our lack of operations.

Loss From Continuing Operations

We had an operating loss from continuing operations of $26,088 for the nine month period ended June 30, 2011 as compared to a loss from continuing operations of $2,516,308 for the nine month period ended June 30, 2010.

Loss From Discontinued Operations

We had a loss related to discontinued operations of zero for the nine month period ended June 30, 2011, as compared to a loss related to discontinued operations of $1,126,430 for the nine month period ended June 30, 2010. See Notes 1 and 3 for more information regarding the discontinued operations.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2011 we had: (i) total assets of $359, consisting of cash, (ii) total liabilities of $57,000, comprised of an officer loan (iii) a working capital deficit of $56,641 and (iv) an accumulated deficit of $4,618,109. 

As of June 30, 2011 we owed our officer $53,500, which represents amounts advanced to, or on behalf of, the Company. This debt has no specific re-payment terms and is due on demand. 

Since the Unwind of the Merger, we have had no source of revenues from which to pay our operating expenses. We have obtained working capital from related party debt, and will require additional capital from the sale of our securities, debt and/or from other sources in order to pay our current obligations. There can be no assurance that we will be successful in these efforts. 

Net cash used in operating activities for the nine months ended June 30, 2011, was $38,488, which included a decrease in accounts payable and accrued expenses of $12,400, compared to net cash used in operating activities of $859,537 for the nine months ended June 30, 2010, which included net cash from discontinued operations of $844,429.

Net cash used in investing activities for the nine months ended June 30, 2011 was $0 compared to net cash used in investing activities for the nine months ended June 30, 2010 of $41,032 due to discontinued operations.

Net cash provided by financing activities for the nine months ended June 30, 2011 was $38,500 compared to net cash provided by financing activities for the nine months ended June 30, 2010 of $900,461, which included net cash provided by discontinued financing activites of $885,461.

Cash Requirements

At June 30, 2011 we had an accumulated deficit of $4,618,109. The report from our independent registered public accounting firm on our audited financial statements at September 30, 2010 contains an explanatory paragraph regarding doubt as to our ability to continue as a going concern. As discussed earlier in this report, we are seeking to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for our securities. We cannot predict when, if ever, we will be successful in this venture and, accordingly, we may be required to cease operations at any time. We do not have sufficient working capital to pay our operating costs for the next 12 months and we will require additional funds to pay our legal, accounting and other fees associated with our company and its filing obligations under federal securities laws, as well as to pay our other accounts payable generated in the ordinary course of our business. We have no commitments from any party to provide such funds to us. If we are unable to obtain additional capital as necessary until such time as we are able to conclude a business combination, we will be unable to satisfy our obligations and otherwise continue to meet our reporting obligations under federal securities laws. In that event, our stock would no longer be quoted on the OTC Bulletin Board and our ability to consummate a business combination with upon terms and conditions which would be beneficial to our existing stockholders would be adversely affected.

We currently plan to satisfy our cash requirements for the next 12 months by borrowing from affiliated companies with common ownership or control or directly from our officers and directors and we believe we can satisfy our cash requirements so long as we are able to obtain financing from these parties. We currently expect that money borrowed will be used during the next 12 months to satisfy our operating costs, professional fees and for general corporate purposes. We have also been exploring alternative financing sources.

We will use our limited personnel and financial resources in connection with seeking new business opportunities, including seeking an acquisition or merger with an operating company. It may be expected that entering into a new business opportunity or business combination will involve the issuance of a substantial number of restricted shares of common stock. If such additional restricted shares of common stock are issued, our shareholders will experience a dilution in their ownership interest. If a substantial number of restricted shares are issued in connection with a business combination, a change in control may be expected to occur.

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In connection with the plan to seek new business opportunities and/or effecting a business combination, we may determine to seek to raise funds from the sale of restricted stock or debt securities. We have no agreements to issue any debt or equity securities and cannot predict whether equity or debt financing will become available at acceptable terms, if at all.

There are no limitations in our certificate of incorporation restricting our ability to borrow funds or raise funds through the issuance of restricted common stock to effect a business combination. Our limited resources and lack of recent operating history may make it difficult to borrow funds or raise capital. Such inability to borrow funds or raise funds through the issuance of restricted common stock required to effect or facilitate a business combination may have a material adverse effect on our financial condition and future prospects, including the ability to complete a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.

Off-Balance Sheet Arrangements.

We currently do not have any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.

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, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of June 30, 2011. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of such date, at a reasonable level of assurance, in ensuring that the information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is: (i) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of June 30, 2011. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting pursuant to temporary rules of the Securities and Exchange Commission.

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Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings nor is any of our property the subject of any pending legal proceedings.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.

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

None.

ITEM 6. EXHIBITS

EXHIBIT NUMBER		DESCRIPTION
31.1		Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Section 302
32.1		Certification of Chief Executive Officer pursuant to Sarbanes-Oxley Section 906

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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.

Date: August 19, 2011	By:	/s/ RICHARD ASTROM
	Name:	Richard Astrom
	Title:	Chief Executive Officer, Principal Accounting Officer, President, Director

 

 

 

 

 

 

 

 

 

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