Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - Green Automotive Co | Financial_Report.xls |
| EX-32.1 - EXHIBIT 32.1 - Green Automotive Co | v241224_ex32-1.htm |
| EX-31.1 - EXHIBIT 31-1 - Green Automotive Co | v241224_ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 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: 000-54049
MATTER OF TIME I CO.
(Exact name of registrant as specified in its charter)
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Nevada
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27-2564032
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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23 Corporate Plaza, Suite 150
Newport Beach, California 92660
(Address of principal executive offices including zip code)
(877) 449-8842
(Registrant 's telephone number, including area code)
100 Montgomery Street, Suite 2650
San Francisco, CA 94104
(Former address)
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 x 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.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨ (Do not check if a smaller reporting company)
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Smaller reporting company 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 ¨
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of the registrant’s common stock, par value $0.001, on November 21, 2011 was 200,000 shares.
MATTER OF TIME I CO
Quarterly Period Ended September 30, 2011
INDEX
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PART I.
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FINANCIAL INFORMATION
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3
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Item 1.
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Financial Statements (Unaudited)
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3
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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9
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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11
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Item 4.
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Controls and Procedures
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11
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PART II.
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OTHER INFORMATION
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12
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Item 1.
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Legal Proceedings
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12
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Item 1A.
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Risk Factors
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12
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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12
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Item 3.
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Defaults Upon Senior Securities
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12
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Item 4.
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(Removed and Reserved)
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12
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Item 5.
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Other Information
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12
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Item 6.
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Exhibits
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12
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SIGNATURES
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13
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2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MATTER OF TIME I CO.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
As of September 30, 2011 and December 31, 2010
(Unaudited)
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2011
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2010
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|||||||
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ASSETS
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CURRENT ASSETS:
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Cash
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$ | - | $ | 252 | ||||
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Total Current Assets
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- | 252 | ||||||
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TOTAL ASSETS
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$ | - | $ | 252 | ||||
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LIABILITIES AND STOCKHOLDERS' (DEFICIT)
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CURRENT LIABILITIES:
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Bank overdraft
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$ | - | $ | - | ||||
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Accounts payable
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1,500 | 500 | ||||||
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Accounts payable-Related parties
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2,250 | 1,339 | ||||||
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Accrued income taxes
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- | 800 | ||||||
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Accrued interest-Related parties
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329 | - | ||||||
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Notes payable-Related parties
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6,000 | - | ||||||
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Total Current Liabilities
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10,079 | 2,639 | ||||||
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Total liabilities
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10,079 | 2,639 | ||||||
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Commitments and Contingencies
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STOCKHOLDERS' (DEFICIT):
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Preferred stock, $.001 par value; 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2011 and December 31, 2010
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- | - | ||||||
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Common stock, $.001 par value; 100,000,000 shares authorized; 200,000 shares issued and outstanding at September 30, 2011 and December 31, 2010
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200 | 200 | ||||||
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Additional paid-in capital
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21,011 | 11,800 | ||||||
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Deficit accumulated during the development stage
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(31,290 | ) | (14,387 | ) | ||||
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Total Stockholders' (Deficit)
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(10,079 | ) | (2,387 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)
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$ | - | $ | 252 | ||||
See accompanying notes to condensed financial statements.
3
MATTER OF TIME I CO.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 2011 and the Date of Inception(April 28, 2010) to September 30, 2010
and the Three Months Ended September 30, 2011 and 2010 and for the Date of Inception(April 28, 2010) to September 30, 2011
(Unaudited)
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Date of
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Date of
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|||||||||||||||||||
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Inception
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Inception
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(April 28,2010)
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(April 28,2010)
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Nine Months Ended
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to
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Three Months Ended
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to
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September 30,
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September 30,
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September 30,
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September 30,
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2011
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2010
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2011
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2010
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2011
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Revenues
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Operating Expenses:
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General and administrative expenses
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16,574 | 11,704 | 10,809 | 1,187 | 30,161 | |||||||||||||||
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Total operating expenses
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16,574 | 11,704 | 10,809 | 1,187 | 30,161 | |||||||||||||||
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Loss from Operations
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(16,574 | ) | (11,704 | ) | (10,809 | ) | (1,187 | ) | (30,161 | ) | ||||||||||
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Other Income/(Expense)
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Interest (expense)-Related parties
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(329 | ) | - | (151 | ) | - | (329 | ) | ||||||||||||
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Total Other Income (Expense)
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(329 | ) | - | (151 | ) | - | (329 | ) | ||||||||||||
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(Loss) from Continuing Operations
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(16,903 | ) | (11,704 | ) | (10,960 | ) | (1,187 | ) | (30,490 | ) | ||||||||||
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Provisions for Income Taxes
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- | - | - | - | 800 | |||||||||||||||
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Net (Loss)
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$ | (16,903 | ) | $ | (11,704 | ) | $ | (10,960 | ) | $ | (1,187 | ) | $ | (31,290 | ) | |||||
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Net (Loss) Per Share:
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Basic and Diluted
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$ | (0.08 | ) | $ | (0.08 | ) | $ | (0.05 | ) | $ | (0.01 | ) | $ | (0.18 | ) | |||||
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Weighted Average Shares Outstanding
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Basic and Diluted
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200,000 | 143,226 | 200,000 | 200,000 | 170,769 | |||||||||||||||
See accompanying notes to condensed financial statements.
4
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2011 and For the Date of inception(April 28, 2010) to September 30, 2010 and
For the Date of Inception(April 28, 2010) to September 30, 2011
(Unaudited)
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Date of
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Date of
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|||||||||||
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Inception
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Inception
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(April 28, 2010)
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(April 28, 2010)
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Nine Months Ended
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to
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to
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September 30,
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September 30,
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September 30,
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2011
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2010
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2011
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net income/(loss)
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$ | (16,903 | ) | $ | (11,704 | ) | $ | (31,290 | ) | |||
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Adjustments to reconcile net income/(loss) to net cash used in operating activities:
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Common stock issued for services
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- | 6,000 | 6,000 | |||||||||
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Changes in assets and liabilities:
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Increase in accounts payable
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1,000 | - | 1,500 | |||||||||
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Increase in accounts payable-related party
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911 | - | 2,250 | |||||||||
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(Decrease) in taxes payable
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(800 | ) | - | - | ||||||||
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Increase in accrued interest-related party
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329 | - | 329 | |||||||||
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Net cash provided by operating activities
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(15,463 | ) | (5,704 | ) | (21,227 | ) | ||||||
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Purchase of property, plant and equipment
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- | - | - | |||||||||
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Net cash used in investing activities
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- | - | - | |||||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Increase in notes payable-Related party
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6,000 | - | 6,000 | |||||||||
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Proceeds from issuance of common stock
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9,211 | 6,000 | 15,211 | |||||||||
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Net cash from financing activities
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15,211 | 6,000 | 21,211 | |||||||||
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Net increase in cash
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(252 | ) | 296 | - | ||||||||
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CASH AT BEGINNING PERIOD
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252 | - | - | |||||||||
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CASH AT END OF PERIOD
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$ | - | $ | 296 | $ | - | ||||||
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SUPPLEMENTAL CASH FLOW INFORMATION:
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Cash paid for interest
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$ | - | $ | - | $ | - | ||||||
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Cash paid for income taxes
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$ | - | $ | - | $ | - | ||||||
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Common stock issued for legal and management fees
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$ | - | $ | 6,000 | $ | 6,000 | ||||||
See accompanying notes to condensed financial statements.
5
MATTER OF TIME I CO.
(A DEVELOPMENT STAGE COMPANY)
September 30, 2011
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - PRESENTATION
The accompanying unaudited interim financial statements of Matter of Time I Co. (“we” and “our”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Matter of Time I Co.’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2010 as reported in the Form 10-K have been omitted.
NOTE B - REVENUE RECOGNITION
The Company recognizes revenue in accordance with the Securities and Exchange Commission Staff Accounting Bulletin (SAB) number 104, which states that revenues are generally recognized when it is realized and earned.
The Company has not entered the revenue process and will determine its policies upon the acquisition of a business activity.
NOTE C - GOING CONCERN
The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We had negative working capital of $10,079 at September 30, 2011, a deficit accumulated during the development stage of $31,290 at September 30, 2011, and a net loss from operations of $10,960 and $16,903 for the three and nine months then ended. It also sustained operating losses in prior years. Additionally, due to the current and prior year net operating loss, the Company currently has a deficit in its stockholders’ equity account. These factors raise substantial doubt as to its ability to obtain debt and/or equity financing and achieving future profitable operations.
While we attempt to commence operations and generate revenues, our cash position may not be sufficient enough to support our daily operations. We intend to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for us to continue as a going concern. While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to further implement our business plan and generate revenues.
6
There are no assurances that Matter of Time Inc. will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to Matter of Time Inc. If adequate working capital is not available Matter of Time Inc. may be required to curtail its operations.
The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
NOTE D – NOTES PAYABLE-RELATED PARTIES
The Company’s related party notes payable, all due currently, consists of the following:
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September 30, 2011
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Note payable, 10% interest, principle and interest due March 31, 2012
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$ | 6,000 | ||
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NOTE E – RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS
In September 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting pronouncement to simplify how an entity tests goodwill for impairment by permitting an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Under previous guidance an entity was required to test goodwill for impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value was less than its carrying amount, then the second step of the test was performed to measure the amount of the impairment loss. Under the new accounting pronouncement an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. The pronouncement is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on Matter of Time’s financial statements.
In June 2011, the FASB issued an accounting pronouncement that requires all non-owner changes in stockholders’ equity to be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Under the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. The pronouncement should be applied retrospectively effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on Matter of Time’s financial statements.
In May 2011, the FASB issued an accounting pronouncement which amends the fair value measurement and disclosure requirements to achieve common disclosure requirements between U.S. GAAP and International Financial Reporting Standards (“IFRS”). The accounting pronouncement requires certain disclosures about transfers between level 1 and level 2 of the fair value hierarchy, sensitivity of fair value measurements categorized within Level 3 of the fair value hierarchy, and categorization by level of items that are reported at cost but are required to be disclosed at fair value. The disclosures are to be applied prospectively effective in the first interim and annual periods beginning after December 15, 2011. The adoption of this pronouncement is not expected to have a material impact on Matter of Time’s financial statements.
7
In April 2011, the FASB issued an accounting pronouncement which clarifies when a loan modification or restructuring is considered a troubled debt restructuring. The new pronouncement also requires new disclosures relating to troubled debt restructurings (“TDRs”). The guidance is effective for the first interim period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. For purposes of measuring impairment on newly-considered impaired receivables an entity should apply the guidance prospectively. The adoption of this pronouncement did not have a material impact on Matter of Time’s financial condition and results of operations.
NOTE F – INCOME TAXES
Effective January 1, 2007, we adopted the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes). ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740-10 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The application of income tax law is inherently complex. Laws and regulation in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding the income tax exposures. Interpretations and guidance surrounding income tax laws and regulations change over time. As such, changes in the subjective assumptions and judgments can materially affect amounts recognized in the balance sheets and statements of income.
At the adoption date of January 1, 2007, we had no unrecognized tax benefit, which would affect the effective tax rate if recognized. There has been no significant change in the unrecognized tax benefit during the three months ended September 30, 2011.
NOTE G – RELATED PARTY TRANSACTIONS
We have been provided office space and legal services by our Chief Executive Officer at no cost. We determined that such cost is nominal and did not recognize the rent expense or legal expense in our financial statements. Additionally, our President and Chief Executive Officer is also the principal in the firm The Crone Law Group. The Crone Law Group paid business license and operating expenses on our behalf in the amount of $1,434 and $2,003 for the three and nine months ended September 30, 2011.
On March 14, 2011, we borrowed $6,000 from The Crone Law Group, a related party. The unsecured promissory note matures and becomes due and payable on March 13, 2012. Interest accrues on the note on the unpaid principal balance at a rate of 10% per annum and is pro-rated for partial periods. At September 30, 2011, we had $6,000 outstanding under the promissory note including accrued interest of $329.
In the third quarter, the major shareholder contributed an additional $9,211 to the Company to pay the bills due. This contribution is being treated as an additional contribution to paid-in capital.
NOTE H – SUBSEQUENT EVENTS
On September 1, 2011, Mark E. Crone and Bosch Equities, L.P. (collectively, the “Sellers”), our shareholders, entered into Stock Purchase Agreement (the “Purchase Agreement”) with Green Automotive Company Corporation, a Delaware corporation (the “Purchaser” or “GACR”), pursuant to which the Sellers agreed to sell to the Purchaser, and the Purchaser agreed (a) to purchase from the Sellers an aggregate of 200,000 shares of our $.001 par value Common Stock (the “Shares”), which represent 100% of the issued and outstanding shares of our Common Stock, for an aggregate purchase price of $24,000, and (b) to pay to The Crone Law Group, an affiliate of Mark E. Crone, $6,000 in full repayment of the 10% promissory note in the principal amount of $6,000 previously issued by us (the “Note”). GACR used its working capital to purchase the Shares and repay the Note.
8
The closing of the transaction (the “Closing”) took place on October 3, 2011 and resulted in the change of control of the Company. Immediately after the Closing, (a) the Company became a wholly-owned subsidiary of GACR, (b) Mr. Crone resigned as the Chief Executive Officer, President, Secretary, and Treasurer and as the sole director of the Company, and (c) Mr. Fred Luke was appointed as the Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer, and as the sole director of the Company.
Fred Luke, 64, has been the President and Director of GACR since January 11, 2011. Mr. Luke has over forty (40) years of experience in providing operational and financial consulting services. Mr. Luke has assisted companies with entity formation and business planning, multi-national mergers and acquisitions, reverse mergers, corporate finance, debt restructuring (workouts, settlements and debt-equity swaps), and arranging debt and equity financing.
Since 1970 Mr. Luke has provided consulting and management services, and served as a Director, Chairman, Chief Accounting Officer, President, CEO, General Partner and Advisor for over 100 public companies and an estimated 150 private companies and partnerships. Mr. Luke has worked in Asia, Europe, Canada, and North Africa, and his clients have been active in various business segments ranging from domestic banking, the creation of domestic and foreign tax shelters, telecommunications, commercial airlines, real estate, domestic film financing, clothing and food manufacturing, casino gaming and hotel operations, oil & gas exploration, oil & gas transportation and refining, alternative energy projects, equipment leasing, Network (Multi-level) Marketing, and international finance.
Mr. Luke received a Bachelor of Arts Degree in Mathematics and Philosophy from California State University, San Jose. The compensation of Mr. Luke has not yet been determined by the board of directors.
Item 2. Management's Discussion 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.
Business
We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
9
We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.
During the next 12 months we anticipate incurring costs related to:
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·
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filing of Exchange Act reports, and
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·
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consummating an acquisition.
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We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors.
We are in the development stage and have negative working capital, negative stockholders’ equity and have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.
We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
Our officers and director have not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
10
Results of Operations
As reflected in the accompanying financial statements, we had negative working capital of $10,079 at September 30, 2011, a deficit accumulated during the development stage of $31,290 at September 30, 2011, and a net loss from operations of $10,960 and $16,903 for the three and nine months then ended.
Liquidity and Capital Resources
For the nine months ended September 30, 2011, we had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company. However, our shareholders are under no obligation to provide such funding.
Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.
As reflected in the accompanying financial statements, the Company is in the development stage with no operations have a net loss of $31,290 from inception, and used no cash in operations for the period from April 28, 2010 (inception) to September 30, 2011. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern
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.
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Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2011, our disclosure controls and procedures were, subject to the limitations noted above, 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.
Limitations on the Effectiveness of Disclosure Controls and Procedures.
Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Presently, we are not a party and none of our property is subject to any pending legal proceedings, and we know of no proceedings that are threatened or contemplated against us.
Item 1 A. Risk Factors
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults on Senior Securities
None.
Item 4. (Removed and Reserved)
Item 5. Other Information
None
Item 6. Exhibits
(a) Exhibits
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31.1
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Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.
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31.2
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Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.
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101
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Interactive Data Files.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
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MATTER OF TIME I CO.
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Dated: November 21, 2011
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By:
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/s/ Fred Luke
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Fred Luke
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Chief Executive Officer (Principal
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Executive Officer and
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Principal Financial and Accounting
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Officer)
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