Attached files
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from _________ to __________
001-31444
(Commission File Number)
CANADIAN TACTICAL TRAINING ACADEMY INC.
(FOMERLY ALTUS EXPLORATIONS, INC.)
(Exact name of registrant as specified in its charter)
Nevada 98-0361119
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
7000 Cote de Liesse, Suite #8
Montreal, Quebec
Canada, H4T 1E7
(Address of principal executive offices)
514-373-8411
(Issuer's telephone number, including area code)
Altus Explorations, Inc.
Suite 308 - 5868 Westheimer Road,
Houston, Texas 77057
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the registrant (1) filed all reports required to be filed by
sections 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X]
No [ ]
Check whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filed [ ] Smaller reporting company [X]
Check whether the registrant is a shell company, as defined in Rule 12b-2 of the
Exchange Act. Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of December 14, 2011 the
registrant's outstanding common stock consisted of 202,328,633 shares.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CANADIAN TACTICAL TRAINING ACADEMY INC.
(FORMERLY ALTUS EXPLORATIONS, INC.)
(A Development Stage Company)
BALANCE SHEETS
June 30, December 31,
2010 2009
---------- ----------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 78 $ 4,000
Equipment 194 427
---------- ----------
TOTAL ASSETS $ 272 $ 4,427
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities (Notes 2 and 5) $ 253,947 $ 212,898
Convertible loans (Notes 3 and 5) 88,750 88,750
Subscriptions received in advance (Note 4) 20,000 20,000
---------- ----------
TOTAL LIABILITIES 362,697 321,648
---------- ----------
Contingency and commitments (Notes 1 and 3)
Subsequent events (Note 5)
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 40,000,000 shares authorized 2,329 2,329
2,328,633 shares issued and outstanding June 30, 2010
and 2,328,633 shares December 31, 2009
Additional paid in capital 6,028,217 6,028,217
Deficit (6,155,165) (6,155,165)
Deficit accumulated during the development stage (237,806) (192,602)
---------- ----------
TOTAL STOCKHOLDERS' DEFICIT (362,425) (317,221)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 272 $ 4,427
========== ==========
The accompanying notes are an integral part of these financial statements.
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CANADIAN TACTICAL TRAINING ACADEMY INC.
(FORMERLY ALTUS EXPLORATIONS, INC.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
For the period from
January 1, 2007
(date of inception
of the development
stage) to
Three months ended June 30, Six month period ended June 30, June 30,
2010 2009 2010 2009 2010
---------- ---------- ---------- ---------- ----------
OPERATING EXPENSES
Amortization $ 116 $ 116 $ 233 $ 233 $ 1,656
Interest expense (Note 3) 2,655 2,655 5,281 5,281 37,293
General and administrative 15,930 18,199 39,608 21,866 198,158
---------- ---------- ---------- ---------- ----------
TOTAL OPERATING EXPENSES (18,701) (20,970) (45,122) (27,380) (237,107)
---------- ---------- ---------- ---------- ----------
OTHER ITEMS
Foreign exchange loss (18) (3) (82) (3) (769)
Interest income -- -- -- -- 70
---------- ---------- ---------- ---------- ----------
TOTAL OTHER ITEMS (18) (3) (82) (3) (699)
---------- ---------- ---------- ---------- ----------
NET LOSS $ (18,719) $ (20,973) $ (45,204) $ (27,383) $ (237,806)
========== ========== ========== ========== ==========
Net loss per share:
Basic and diluted $ (0.01) $ (0.01) $ (0.02) $ (0.01)
---------- ---------- ---------- ----------
Weighted average shares outstanding:
Basic and diluted 2,328,633 2,328,633 2,328,633 2,328,633
---------- ---------- ---------- ----------
The accompanying notes are an integral part of these financial statements.
3
CANADIAN TACTICAL TRAINING ACADEMY INC.
(FORMERLY ALTUS EXPLORATIONS, INC.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the period from
January 1, 2007
(date of inception
of the development
stage) to
Six months period ended June 30, June 30,
2010 2009 2010
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (45,204) $ (27,383) $ (237,806)
Non-cash items:
Amortization 233 233 1,656
Accrued interest on convertible loans 5,281 5,281 37,293
Changes in non-cash operating working capital items:
Accounts payable and accrued liabilities 35,768 21,869 174,272
---------- ---------- ----------
CASH FLOWS USED IN OPERATING ACTIVITIES (3,992) -- (24,585)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment -- -- (1,397)
---------- ---------- ----------
CASH FLOWS USED IN INVESTING ACTIVITIES -- -- (1,397)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible loans -- -- 1,000
Subscriptions received in advance -- -- 20,000
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES -- -- 21,000
---------- ---------- ----------
Decrease in cash (3,922) -- (4,982)
Cash, beginning 4,000 -- 5,060
---------- ---------- ----------
CASH, ENDING $ 78 $ -- $ 78
========== ========== ==========
CASH PAID FOR:
Income taxes $ -- $ -- $ --
---------- ---------- ----------
Interest $ -- $ -- $ --
---------- ---------- ----------
The accompanying notes are an integral part of these financial statements.
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CANADIAN TACTICAL TRAINING ACADEMY INC.
(FOMERLY ALTUS EXPLORATIONS, INC.)
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
JUNE 30, 2010
NOTE 1 - NATURE OF BUSINESS
NATURE OF BUSINESS
Altus Explorations, Inc. ("Altus" or the "Company") was incorporated in Nevada
on November 2, 2001.
On October 1, 2010, Altus entered into a Share Exchange Agreement (the
"Agreement") with UWD Unitas World Development Inc. ("UWD"), a privately held
Canadian incorporated company. Pursuant to the Agreement, Altus issued
80,000,000 shares of common stock for the acquisition of 450 shares of common
stock of The Canadian Tactical Training Academy Inc., representing 100% of the
issued and outstanding shares of common stock, which were held by UWD. Further,
Altus changed its name to Canadian Tactical Training Academy and increased the
authorized share capital from 40,000,000 to 250,000,000 shares of common stock
and then further from 250,000,000 to 450,000,000. Subsequent to June 30, 2010,
the Company assumed the business Canadian Tactical Training Academy, which is
the training of law enforcement, security, investigation and protection for
officers and individuals.
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and the rules and regulations of the Securities and Exchange
Commission. They do not include all information and footnotes required by United
States generally accepted accounting principles for complete financial
statements. However, except as disclosed herein, there has been no material
changes in the information disclosed in the notes to the financial statements
for the year ended December 31, 2009 included in the Company's Form 10-K filed
with the Securities and Exchange Commission. The unaudited interim financial
statements should be read in conjunction with those financial statements
included in the Form 10-K. In the opinion of Management, all adjustments
considered necessary for a fair presentation, consisting solely of normal
recurring adjustments, have been made. Operating results for the six months June
30, 2010 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2010.
Management has evaluated events occurring between the end of the six months
period ended June 30, 2010 to the date when the financial statements were
issued.
NOTES 2 - DUE TO RELATED PARTIES
As at June 30, 2010, the Company had received advances from a company controlled
by a significant shareholder totaling $66,200 (December 31, 2009 - $66,200). The
advances are secured by a general security interest in the assets of the Company
and carry an interest rate of 12% per annum. During the six months ended June
30, 2010, the Company incurred $3,939 (2009 - $3,939) in accrued interest on
this balance. The total outstanding principal balance of $66,200 (December 31,
2009 - $66,200) has been included in the convertible loans balance at June 30,
2010 and December 31, 2009 (Note 3). Total accrued interest of $37,293 has been
included in accounts payable and accrued liabilities at June 30, 2010.
At June 30, 2010, the Company had accounts payable of $35,072 (December 31, 2009
- $35,072) owing to a company controlled by a significant shareholder. The
balance has been included in accounts payable and accrued liabilities at June
30, 2010 and December 31, 2009. This amount is unsecured, non- interest bearing
and has not set terms for repayment.
All related party transactions are measured at the exchange amount which is
determined by management to approximate their fair value.
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CANADIAN TACTICAL TRAINING ACADEMY INC.
(FOMERLY ALTUS EXPLORATIONS, INC.)
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
JUNE 30, 2010
NOTE 3 - CONVERTIBLE LOANS
At June 30, 2010, the Company had received advances from certain shareholders
totaling $88,750 (December 31, 2009 - $88,750), of which $66,200 (December 31,
2009 - $66,200) was received from a company controlled by a significant
shareholder (Note 2). On March 8, 2007, the Company entered into Convertible
Loan Agreements (the "Loans") with the shareholders whose Loans matured on
December 31, 2007 and required payment of all outstanding principal and interest
in full on January 2, 2008.
The Loans interest rates are 12% per annum payable in arrears upon the maturity
of the Loans. The Company accrued interest of $5,281 (2009 - $5,281) on the
loans during the six months ended June 30, 2010, of which $1,342 (2009 - $1,342)
relates to the $22,550 Loan and $3,939 (2009 - $3,939) to the $66,200 Loan.
The Loans are convertible at the shareholders' option into common stock at the
lower of ten day average common share price immediately preceding the date of
the Loans or the ten day average common share price immediately preceding the
date that a Lender provides Notice of Conversion to the Company, but in no
circumstance at a conversion rate of less than $0.001 per common share. The
Loans are secured by the assets of the Company, and provide that in the
occurrence of certain events the Loans' maturities are accelerated. The Company
may prepay the Loans at anytime without penalty or bonus.
The ten day average share price immediately preceding the date of the Loans was
equal to the share price on the agreement date. The conversion feature had no
intrinsic value and accordingly no beneficial conversion feature was recorded.
As at June 30, 2010, the Company has not repaid the Loans, nor have the
shareholders' provided a Notice of Conversion to the Company. Subsequent to June
30, 2010, the Company settled a portion of the Loans through the issuance of
shares of common stock (Note 5).
NOTE 4 - COMMON STOCK
The Company entered into a subscription agreement for the issuance of 2,000,000
shares of common stock at a price of $0.005 per share in December 2007 and
received $10,000 in advance. During the year ended December 31, 2008, the
Company received an additional $10,000 in advance for the issuance of an
additional 2,000,000 shares of common stock at a price of $0.005 per share. To
June 30, 2010, these shares of common stock have not been issued.
NOTE 5 - SUBSEQUENT EVENTS
Subsequent to June 30, 2010, the Company entered into the following
transactions:
a) On July 1, 2010, the Company entered into a convertible loan agreement with
a related party, which converted $35,072 of accounts payable into a loan.
The loan bears interest at 12% per annum payable in arrears upon the
maturity of the loan on June 30, 2015.
The loan is convertible at the lenders' option into common stock at the
lower of ten day average common share price immediately preceding the date
of the loan or the ten day average common share price immediately preceding
the date that the lender provides Notice of Conversion to the Company, but
in no circumstance at a conversion rate of less than $0.001 per common
share. The
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CANADIAN TACTICAL TRAINING ACADEMY INC.
(FOMERLY ALTUS EXPLORATIONS, INC.)
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
JUNE 30, 2010
NOTE 5 - SUBSEQUENT EVENTS (cont'd.)
a) (cont'd.)
loan is secured by the assets of the Company, and provides that in the
occurrence of certain events the loan's maturity is accelerated. The
Company may prepay the loan at anytime without penalty or bonus.
b) On September 8, 2010, the Company entered into a convertible loan agreement
which converted $52,781 of accounts payable into a loan. The loan bears
interest at 12% per annum payable in arrears upon the maturity of the loan
on September 7, 2015.
The loan is convertible at the lenders' option into common shares at a
conversion rate of $0.001 per common share. The loan is secured by the
assets of the Company and provides that in the occurrence of certain events
the loan's maturity is accelerated. The Company may prepay the loan at
anytime without penalty or bonus.
On October 21, 2010, the Company issued 40,000,000 shares of common stock
to settle the loan and the lender waived $12,781.
c) On October 21, 2010, the Company issued the following common shares:
* 80,000,000 shares of common stock pursuant to the Agreement (Note 1);
* 71,000,000 shares of common stock to settle a Loan in the amount of
$54,050 and $17,296 in accrued interest. The shareholder waived $346
in accrued interest; and
* 9,000,000 shares of common stock to settle a Loan in the amount of
$7,300 and $3,074 in accrued interest. The shareholder waived $1,374
in accrued interest.
d) The Company was released from $39,793 in debt of which $30,890 was included
in accounts payable and accrued liabilities at June 30, 2010.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2010 AND 2009
Our net loss for the three months ended June 30, 2010 totaled $18,719. This
compares with our net loss of $20,973 for the three months ended June 30, 2009.
General and administrative expenses for the three months ended June 30, 2010 and
2009 were $15,930 and $18,199, respectively. The increase in general and
administrative expenses from 2009 to 2010 is mainly due to the professional
fees. The general and administrative in the three months ended June 30, 2010
consists of rent $4,377 (2009 - $3,915), bank charges $1,987 (2009 - $88),
professional fees $2,989 (2009 - $13,289), filing fees $3,659 (2009 - $907) and
office fees $2,918 (2009 - $Nil).
We incurred interest expense during the three months ended June 30, 2010 of
$2,655 compared to $2,655 for the same period in 2009. The interest expense was
incurred due to advances made by certain shareholders in the amount of $88,750.
The Company entered into Convertible Loan Agreements (the "Loans") with these
shareholders whose Loans matured on December 31, 2007 and required payment of
all outstanding principal and interest in full on January 2, 2008. Interest
rates are 12% per annum payable in arrears upon the maturity of the Loans. The
shareholders agreed to forego interest that accrued during 2006, and provided
for interest on the outstanding Loan balances to commence January 1, 2007. The
Company accrued interest total of $37,293 on the Loans as at June 30, 2010.
On July 1, 2010, the Company entered into a convertible loan agreement with a
related party, which converted $35,072 of accounts payable into a loan. The loan
bears interest at 12% per annum payable in arrears upon the maturity of the loan
on June 30, 2015. The loan is convertible at the lenders' option into common
stock at the lower of ten day average common share price immediately preceding
the date of the loan or the ten day average common share price immediately
preceding the date that the lender provides Notice of Conversion to the Company,
but in no circumstance at a conversion rate of less than $0.001 per common
share. The loan is secured by the assets of the Company, and provides that in
the occurrence of certain events the loan's maturity is accelerated. The Company
may prepay the loan at anytime without penalty or bonus.
On September 8, 2010, the Company entered into a convertible loan agreement
which converted $52,781 of accounts payable into a loan. The loan bears interest
at 12% per annum payable in arrears upon the maturity of the loan on September
7, 2015. The loan is convertible at the lenders' option into common shares at a
conversion rate of $0,001 per common share. The loan is secured by the assets of
the Company and provides that in the occurrence of certain events the loan's
maturity is accelerated. The Company may prepay the loan at anytime without
penalty or bonus. On October 21, 2010, the Company issued 40,000,000 shares of
common stock to settle the loan and the lender waived $12,781.
On October 21, 2010, the Company issued 80,000,000 shares of common stock
pursuant to the Agreement (Note 1); 71,000,000 shares of common stock to settle
a Loan in the amount of $54,050 and $17,296 in accrued interest. The shareholder
waived $346 in accrued interest; and 9,000,000 shares of common stock to settle
a Loan in the amount of $7,300 and $2,336 in accrued interest. The shareholder
waived $636 in accrued interest. The Company was released from $39,793 in debt
included in accounts payable and accrued liabilities at September 30, 2010.
The Company had no revenues for the quarter ended June 30, 2010.
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JANUARY 1, 2007 TO JUNE 30, 2010
The Company currently holds no producing assets and has no revenues.
The net loss for the period from January 1, 2007 to June 30, 2010 being the
development stage totaled $237,806. Of the net loss 83% or $198,158 is
attributed to general and administrative expenses. We incurred $37,293 or 16% of
the total net loss due to interest expense on convertible loans made to certain
shareholders. Amortization costs for the period were $1,656 or less than 1% of
net loss
LIQUIDITY AND CAPITAL RESOURCES
The Company is planning to expand its operations into Applied Security
Technologies which will complement its training business. Research and
development activities require substantial. If we are unsuccessful in obtaining
financing and fail to achieve and sustain a profitable level of operations, we
may be unable to fully implement our business plans or continue operations.
Future financing through equity, debt or other sources could result in the
dilution of Company equity, increase our liabilities, and/or restrict the future
availability and use of cash resources. Additionally, there can be no assurance
that adequate financing will be available to us when needed or, if available,
that it can be obtained on commercially reasonable terms. If we are not able to
obtain the additional financing on a timely basis, we will be unable to execute
our business plans, and will be required to scale back the pace and magnitude of
our oil and gas prospects drilling and development initiatives. We also may not
be able to meet our vendor and service provider obligations as they become due.
In such event, we will be forced to cease our operations.
FUTURE OPERATIONS
CASH REQUIREMENTS
During the twelve month period ending December 31, 2010, we project cash
requirements of approximately $100,000 as we continue to restructure our
activities. Our requirements are comprised of $65,000 for general and
administrative costs primarily related to professional fees associated with
being a public company; and $35,000 research and development for applied
security technologies.
There are no assurances, however, that we will be able to raise sufficient
financing to meet our needs in the future. In the event that we are unable to
raise additional financing, and fail to generate significant operating cash
flow, we will be required to modify our business plan accordingly. Should we
raise funds through equity financing, debt financing, or other sources, it could
result in dilution in the equity ownership of our shares. There is still no
assurance that we will be able to maintain operations at a level sufficient for
an investor to obtain a return on his investment. Further, until we are able to
raise additional capital, we expect to continue to be unprofitable.
Over the next twelve months we intend to use all available funds to continue our
training operations and to begin research and development activities into
applied security technologies. Our estimated funding needs for the next twelve
months are summarized below:
ESTIMATED FUNDING REQUIRED DURING THE TWELVE MONTH PERIOD ENDING
DECEMBER 31, 2010
Operating, general and administrative costs $ 65,000
Exploration and development prospect identification and screening $ 35,000
--------
TOTAL $100,000
========
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PRODUCT RESEARCH AND DEVELOPMENT
Our business plan is focused on continued international training of law
enforcement officers and research and development activities into applied
security technology devices.
The Canadian Tactical Training Academy is an educational organization devoted to
the training of Law Enforcement, security, investigation, protection officers
and all those who dedicate themselves to maintaining peace. The Academy also
provides tailored security and safety-oriented civilian training at both the
individual and/or corporate levels. We offer recognized tactical training
programs of the highest level, as well as specialized programs for the fields of
Intelligence and Investigation, Executive Protection and both Public and Private
Security and Safety. Above and beyond the quality of its training programs, the
strength of an academy resides in the competency and capabilities of its
instructors. Our instructors are very carefully selected and have proven their
superior skills in both the field and classroom before they are entrusted the
guidance and professional development of our students. Our Mission is to
facilitate professional training and operational objectives by offering the
tools and guidance required to enhance careers and ensure the survival of its
participants. CTTA offers specialized programs such as: Executive Protection,
Investigation and Surveillance, Rapid Integrated Survival Kombat (RISK) System,
Tactical Firearms, Handcuffing, Airport and Airline Security (IATA and ICAO
standards), Ports Facilities and Maritime Security (ISPS Code), Basic SWAT
Techniques, Corporate Safety Awareness, and much more. Our civilian training
programs are recognized by numerous notable corporations, and our instructors
are proud members of several prestigious law enforcement and security
associations.
We do not anticipate that we will expend any significant funds on research and
development over the next twelve months ending December 31, 2010.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment over the next twelve
months ending December 31, 2010 EMPLOYEES
Currently we have no full-time or part-time employees. We utilize short term
contractors as necessary. Our directors and officers provide services on a month
to month basis pursuant to oral arrangements, but have not signed employment or
consulting agreements with us. We do not expect any material changes in the
number of employees over the next 12 month period. We may enter formal written
service agreements with our directors and officers in the future. We expect to
continue to outsource contract employment as needed. Depending on the level of
success of our exploration and development initiatives, we may retain full- or
part-time employees in the future.
GOING CONCERN
The accompanying financial statements have been prepared assuming we will
continue as a going concern. We incurred a net loss of $18,719 for the quarter
ended June 30, 2010 and a net loss of $20,973 for the same period in 2009.
The Company' primary source of operating funds during 2009 has been advances
from shareholders. The Company does not currently hold an interest in any oil
and gas properties.
There are no assurances that we will be able, over the next twelve months, 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, bank financing or shareholder advances necessary to
support Altus' working capital requirements. To the extent that funds generated
from operations and any private placements, public offerings or bank financing
10
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 Altus. If adequate working capital is
not available, Altus may be required to cease its operations.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence. These conditions raise substantial doubt about our
ability to continue as a going concern. There are no definitive agreements or
arrangements for future funding.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles in the United States. Preparing
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, and expenses. These
estimates and assumptions are affected by management's application of accounting
policies. We believe that understanding the basis and nature of the estimates
and assumptions involved with the following aspects of our consolidated
financial statements is critical to an understanding of our balance sheet, the
statements of operations and stockholders' equity, and the cash flows statements
included elsewhere in this filing.
ITEM 4(T). CONTROLS AND PROCEDURES
The management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting, as required by
Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over
financial reporting is a process designed under the supervision of the Company's
Principal Executive Officer who is also our Principal Financial Officer to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the Company's financial statements for external purposes
in accordance with U.S. generally accepted accounting principles.
As of June 30, 2010, management assessed the effectiveness of the Company's
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting
such assessments. Based on that evaluation, they concluded that, during the
period covered by this report, such internal controls and procedures were not
effective to detect the inappropriate application of US GAAP rules as more fully
described below. This was due to deficiencies that existed in the design or
operation of our internal control over financial reporting that adversely
affected our internal controls and that may be considered to be material
weaknesses.
The matters involving internal controls and procedures that the Company's
management considered to be material weaknesses under the standards of the
Public Company Accounting Oversight Board were: (1) inadequate segregation of
duties consistent with control objectives; (2) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements; and (3)
ineffective controls over period end financial disclosure and reporting
processes. The aforementioned material weaknesses were identified by the
Company's Principal Financial Officer in connection with the audit of our
financial statements as of December 31, 2009 and communicated the matters to our
management.
Management believes that the material weaknesses set forth in items (1), (2) and
(3) above did not have an effect on the Company's financial results.
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We are committed to improving our financial organization. As part of this
commitment, we will i) create a position to segregate duties consistent with
control objectives and will increase our personnel resources and technical
accounting expertise within the accounting function when funds are available to
the Company ii) preparing and implement sufficient written policies and
checklists which will set forth procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements.
Management believes that preparing and implementing sufficient written policies
and checklists will remedy the following material weaknesses (i) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements; and (ii) ineffective controls over period end financial close and
reporting processes. Further, management believes that the hiring of additional
personnel who have the technical expertise and knowledge will result proper
segregation of duties and provide more checks and balances within the
department. Additional personnel will also provide the cross training needed to
support the Company if personnel turn over issues within the department occur.
We will continue to monitor and evaluate the effectiveness of our internal
controls and procedures and our internal controls over financial reporting on an
ongoing basis and are committed to taking further action and implementing
additional enhancements or improvements, as necessary and as funds allow. This
annual report does not include an attestation report of the Company's registered
accounting firm regarding internal control over financial reporting.
Management's report is not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission.
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
10.1 Share Exchange Agreement
31.1 Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S.
Securities Exchange Act of 1934
32.1 Section 1350 Certification of the Principal Executive Officer and
Principal Financial Officer
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: December 14, 2011 CANADIAN TACTICAL TRAINING ACADEMY
(Registrant)
By: /s/ Jocelyn Moisan
------------------------------------
Jocelyn Moisan
President
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