Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
[X]
|
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2011
|
|
OR
|
|
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Commission file number 000-54093
iMETRIK M2M SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
740 Notre-Dame Street W, Suite 1555
Montreal, Quebec, Canada H3C 3X6
(Address of principal executive offices, including zip code)
(514) 904-2333
(Registrant’s telephone number, including area code)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 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 (SS 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 [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large Accelerated Filer
|
[ ]
|
Accelerated Filer
|
[ ]
|
||
|
Non-accelerated Filer
|
[ ]
|
Smaller Reporting Company
|
[X]
|
||
|
(Do not check if smaller reporting company)
|
|||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 57,615,000 as of January 14, 2012.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
IMETRIK M2M SOLUTIONS INC
(Formerly known as MONTREAL SERVICES COMPANY)
(A Development Stage Company)
BALANCE SHEET
|
November 30,
|
May 31,
|
|||
|
2011
|
2011
|
|||
|
(unaudited)
|
(audited)
|
|||
|
|
||||
|
ASSETS
|
||||
|
|
||||
|
CURRENT ASSETS
|
||||
|
|
||||
|
Cash
|
8,523
|
15,324
|
||
|
Account receivable
|
600
|
600
|
||
|
|
||||
|
TOTAL CURRENT ASSETS
|
9,123
|
15,924
|
||
|
|
||||
|
TOTAL ASSETS
|
$
|
9,123
|
$
|
15,924
|
|
|
||||
|
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
|
||||
|
|
||||
|
CURRENT LIABILITIES:
|
||||
|
|
||||
|
Note payable-stockholders (note 6)
|
168,141
|
120,083
|
||
|
Note payable (note 5)
|
195,663
|
111,325
|
||
|
Accrued expenses and sundry current liabilities (note 4)
|
176,021
|
85,544
|
||
|
|
||||
|
TOTAL CURRENT LIABILITIES
|
$
|
539,825
|
$
|
316,952
|
|
|
||||
|
STOCKHOLDERS’ DEFICIENCY
|
||||
|
|
||||
|
Common stock 500,000,000 shares authorized, par value $0.00001,
57,615,000 and 57,615,000 shares, respectively
|
$
|
576
|
$
|
576
|
|
Additional paid in capital
|
76,142
|
76,142
|
||
|
Offering costs
|
(27,155)
|
(27,155)
|
||
|
Accumulated Deficit
|
(81,158)
|
(81,158)
|
||
|
Deficit Accumulated during development stage
|
(499,107)
|
(269,433)
|
||
|
|
||||
|
TOTAL STOCKHOLDERS’ DEFICIENCY
|
$
|
(530,702)
|
$
|
(301,028)
|
|
|
||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
|
$
|
9,123
|
$
|
15,924
|
The accompanying notes are an integral part of the financial statements
F-1
-2-
IMETRIK M2M SOLUTIONS INC
(Formerly known as MONTREAL SERVICES COMPANY)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Six months ended November 30, 2011 and 2010 and
Three months ended November 30, 2011 and 2010
(unaudited)
|
Beginning of
|
||||||||||
|
development
|
||||||||||
|
stage September
|
||||||||||
|
Six Months
|
Six Months
|
Three Months
|
Three Months
|
1st, 2010
|
||||||
|
ended
|
ended
|
ended
|
ended
|
to
|
||||||
|
November 30,
|
November 30,
|
November 30,
|
November 30,
|
November 30,
|
||||||
|
2011
|
2010
|
2011
|
2010
|
2011
|
||||||
|
|
||||||||||
|
SALES
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
||||||||||
|
Cost of sales
|
-
|
-
|
-
|
-
|
-
|
|||||
|
|
||||||||||
|
Gross Profit
|
-
|
-
|
-
|
-
|
-
|
|||||
|
|
||||||||||
|
COSTS AND EXPENSES:
|
||||||||||
|
|
-
|
-
|
-
|
-
|
||||||
|
Selling, general and administrative
|
127,501
|
72,548
|
61,051
|
24,281
|
364,459
|
|||||
|
|
||||||||||
|
Research and Development
|
87,045
|
56,269
|
110,429
|
|||||||
|
|
||||||||||
|
Stock dividend
|
518
|
|||||||||
|
|
||||||||||
|
Interest
|
15,128
|
2,976
|
8,465
|
1,841
|
23,701
|
|||||
|
|
||||||||||
|
Foreign exchange loss (gain)
|
-
|
-
|
-
|
-
|
-
|
|||||
|
|
||||||||||
|
TOTAL COSTS AND EXPENSES
|
229,674
|
75,524
|
125,785
|
26,122
|
499,107
|
|||||
|
|
||||||||||
|
NET LOSS
|
(229,674)
|
(75,524)
|
(125,785)
|
(26,122)
|
(499,107)
|
|||||
|
|
||||||||||
|
Net Loss Per Share
|
$
|
(0.00)
|
$
|
(0.00)
|
$
|
(0.00)
|
$
|
(0.00)
|
N/A
|
|
|
|
||||||||||
|
Average weighted Number of Shares
|
57,615,000
|
57,615,000
|
57,615,000
|
57,615,000
|
N/A
|
The accompanying notes are an integral part of the financial statements
F-2
-3-
IMETRIK M2M SOLUTIONS INC
(Formerly known as MONTREAL SERVICES COMPANY)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Six months ended November 30, 2011 and 2010 and Beginning of development stage (September 1st, 2010)
to November 30, 2011 (unaudited)
|
|
||||||
|
Beginning of
|
||||||
|
development stage
|
||||||
|
Six Months
|
Six Months
|
September 1,
|
||||
|
ended
|
ended
|
2010 to
|
||||
|
November 30,
|
November 30,
|
November 30,
|
||||
|
2011
|
2010
|
2011
|
||||
|
Net loss
|
$
|
(229,674)
|
$
|
(75,524)
|
$
|
(499,107)
|
|
|
||||||
|
Changes in operating assets and liabilities:
|
||||||
|
|
||||||
|
Account receivable
|
-
|
-
|
||||
|
Stock dividend
|
-
|
518
|
||||
|
Accrued expenses and sundry current liabilities
|
90,477
|
14,921
|
147,752
|
|||
|
|
||||||
|
Net cash used in operating activities
|
$
|
(139,197)
|
$
|
(60,603)
|
$
|
(350,837)
|
|
|
||||||
|
|
||||||
|
Financing activities
|
||||||
|
|
||||||
|
Sale of common stock
|
-
|
518
|
||||
|
|
||||||
|
Offering costs
|
-
|
(518)
|
||||
|
Proceeds of loans payable shareholder
|
48,058
|
43,267
|
103,260
|
|||
|
Proceeds of loans payable
|
84,338
|
-
|
195,664
|
|||
|
|
||||||
|
|
||||||
|
Net cash provided by financing activities
|
$
|
132,396
|
$
|
43,267
|
$
|
298,924
|
|
|
||||||
|
Decrease in cash
|
(6,801)
|
(17,336)
|
(51,913)
|
|||
|
|
||||||
|
Cash- beginning of period
|
15,324
|
69,282
|
60,436
|
|||
|
|
||||||
|
Cash - end of period
|
$
|
8,523
|
$
|
51,946
|
$
|
8,523
|
The accompanying notes are an integral part of the financial statements
F-3
-4-
IMETRIK M2M SOLUTIONS INC
(Formerly known as MONTREAL SERVICES COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – NATURE OF BUSINESS
The Company was incorporated under the laws of the State of Nevada on May 6, 2009. The Company’s specific goal was to create a profitable service for placing Canadian citizens in accounting positions with Canadian corporations. On August 5, 2010, we changed our name to iMetrik M2M Solutions Inc. to reflect our new business purpose of bringing solutions to the Machine-to-Machine market ( Machine-to-Machine (M2M) refers to technologies that allow both wireless and wired systems to communicate with other devices of the same ability). Initially the Company wants to cover applications for fixed assets.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH
The Company considers all highly liquid debt instruments with original maturities not exceeding three months to be cash equivalents.
The Company cash balances accounts at institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts.
FAIR VALUE MEASUREMENTS
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including cash and cash equivalents, deposits, prepaid expenses, notes payable, and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
MC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. MC 820 describes three levels of inputs that may be used to measure fair value:
|
*
|
level l - quoted prices in active markets for Identical assets or liabilities
|
|
*
|
level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable
|
|
*
|
level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
|
INCOME TAXES
The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.
F-4
-5-
USE OF ESTIMATES
In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenue and expenses in the income statement. Actual results could differ from those estimates.
LOSS PER COMMON SHARE
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding.
Diluted net loss per common share is computed by dividing the net loss, adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities.
STOCK BASED COMPENSATION
The Company accounts for stock options and similar equity instruments issued in accordance with the authoritative literature, “Share-Based Payment”. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The authoritative literature requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.
ORGANIZATIONAL
Organizational costs, which relate to the Company start-up organization, are expenses as incurred. Such costs are included in selling, general and administrative costs.
OFFERING COSTS
Offering costs, which relate to the Company Registration Statement on form S-1, are taken directly as a reduction of shareholders equity as incurred.
RESEARCH AND DEVELOPMENT
Research and development costs are charged to expense as incurred.
NEW ACCOUNTING PRONOUNCEMENTS
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.
NOTE 3 – GOING CONCERN
The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company posted net loss of $229,674 for the six months ended November 30, 2011. The Company had no revenue for the six month period ended November 30, 2011.These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.
F-5
-6-
Management’s plans for the Company’s continued existence include selling additional stock and borrowing additional funds to pay overhead expenses.
The Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds.
The Company’s inability to obtain additional cash could have a material adverse effect on its financial position, results of operations and its ability to continue in existence. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 4 – ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES
Accrued expenses consisted of the following at November 30:
|
2011
|
May 2011
|
|||
|
Accrued interest
|
$
|
26,058
|
$
|
11,429
|
|
Accrued operating expenses
|
149,963
|
74,115
|
||
|
$
|
176,021
|
$
|
85,544
|
NOTE 5 – NOTE PAYABLE
For the six month period ended November 30, 2011, the Company received additional loans from Capex Investments Limited, a shareholder, in the amount of $84,338. The amount owed to Capex Investments Limited at November 30 is $195,663. These loans carry an interest of 10% and are payable on demand.
NOTE 6 – PAYABLE – STOCKHOLDERS’
For the six month period ended November 30, 2011, the Company received additional loans from Michel St-Pierre, a shareholder, in the amount of $48,058. At November 30, 2011, the loans amounted to $168,141. These loans carry an interest of 10% and are payable on demand.
NOTE 7 – CAPITAL STOCK
The company is authorized to issue 500,000,000 shares of common stock (par value $0.00001) of which 57,615,000 were issued and outstanding as of November 30, 2011.
On January 13, 2010 the Company sold 761,500 shares of common stock (par value $0.00001) for an aggregate consideration of $76,150 and incurred related expenses of $27,155.
On September 28, 2010 the Company paid a stock dividend of 9 additional shares of common stock for each 1 share of common stock outstanding. The record date, for the stock dividend, was August 18, 2010.
NOTE 8 – INCOME TAXES
Income taxes are provided for using the liability method of accounting in accordance with the Income Taxes Topic of the FASB ASC. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized and when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The computation of limitations relating to the amount of such tax assets, and the determination of appropriate valuation allowances relating to the realizing of such assets, are inherently complex and require the exercise of judgment. As additional information becomes available, we continually assess the carrying value of our net deferred tax assets.
F-6
-7-
As of November 30, 2011 the Company had net operating loss carry forwards of approximately $580,265. These net operating losses are being utilized against the reported income for the six month period ended November 30, 2011. This results in no tax expense or provision for the year.
Components of deferred tax assets and liabilities at November 30, 2011 are as follows:
|
Deferred tax asset
|
$
|
225,462
|
|
Valuation allowance
|
(225,462)
|
|
|
Net deferred tax asset
|
$
|
0
|
NOTE 9 – COMMITMENTS AND CONTINGENCIES
The Company does not have any commitments nor contingencies.
NOTE 10 – RELATED PARTY TRANSACTIONS
During the six month period ended November 30, 2011, the Company received loans from Michel St-Pierre, a shareholder, in the amount of $48,058. The amount owed to Michel St-Pierre at November 30, 2011 is $168,141.These loans carry an interest of 10% and are payable on demand.
In 2011, the Company entered into a Consulting Agreement (the “Agreement”) with Michel St-Pierre to provide us with consulting services relating to financial, accounting and management relating to the corporate activities of the Company’s management. The Agreement has a one year term, and for his services Michel St-Pierre will be paid a fee at the rate of Ninety Six Thousand Dollars ($96,000) per annum.
NOTE 11 – SUBSEQUENT EVENTS
Management evaluated all activity of the Company through the issue date of the Financial Statements and noted there were no material subsequent events as of that date.
NOTE 12 – LITIGATION
As of the filing of the present Quarterly report on Form 10-Q, the Company considers there was no pending or threatened litigation, claims, or assessments against the Company for its acts or omission.
F-7
-8-
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
The following discussion of the financial condition and results of our operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the period ended November 30, 2011 (this “Report”). This Report contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this report, including, without limitation, “believes”, “anticipates,” “expects” and the like, constitute “forward-looking statements”. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.
During the past few months, we have hired independent contractors that have worked on developing M2M systems to serve major clients that are counting on us to open new markets for them in wireless M2M, the “Internet of Things”.
They have evaluated, implemented and are presently testing a functional prototype solution that enables the integration of 3rd party USB device into cellular gateway to connect through iMetrik-M2M platform.
On July 7, 2011, we nominated Jonathan Barratt Chief Technical Officer (CTO) of the company, and as such he will oversee all technical developments for iMetrik M2M, as well as keep a close relationship with the clients to guarantee the development and delivery of all product lines. We also nominated, Medhat Mahmoud as VP Technology and Strategy.
On July 26, 2011, we completed the development of our game changing Cellular Gateway. The Company is ready to introduce the market to its technology platform, one which opens up new possibilities in the Machine to Machine world by offering a plug and play system for deploying an entirely wireless M2M solution in a single step.
On July 26, 2011, iMetrik M2M and Monnit Corporation announced a partnership that will enable them to offer the Machine-To-Machine (M2M) market a plug-and-play, end-to-end, cellular enabled wireless sensing solution.
Using Monnit’s wireless sensors and iMonnit web application, and iMetrik’s M2M Cellular Gateway with global connectivity, users will benefit from a system that eliminates development time and reduces installation to an absolute minimum.
For the Three and Six Month Periods ended November 30, 2011
Overview
We posted net losses of $125,785 and $229,674 for the three and six month periods ended November 30, 2011as compared to net losses of $26,122 and $75,524 for the comparable periods of 2010.
For the six month period ended November 30, 2011, the Company has spent $11,788 in professional fees, $96,000 in salary and $87,045 in research and development. This is compared to the six month period ended of June 30, 2010, where expenses were $22,930 in professional fees, $6,000 in salary and $38,000 in consulting.
-9-
Sales
For the three and six month periods ended November 30, 2011, we had gross revenues of $ 0. We are not generating revenues because we are presently testing a functional prototype solution that enables the integration of 3rd party USB device into cellular gateway to connect through iMetrik-M2M platform. This prototype iteration is the final production design for production that will be delivered to customers.
Total Cost and Expenses
For the three and six month periods ended November 30, 2011, we incurred total costs and expenses of $125,785 and $229,674. This compared to $26,122 and $75,524 for the same periods of 2010. The reason for the increase in losses was mainly due to research and development and salary expenses.
Selling, General and Administration
For the three and six month periods ended November 30, 2011, we incurred selling, general and administration expenses of $61,051 and $127,501. This compared to $24,281 and $72,548 for the same periods last year.
We calculate interest in accordance with the respective note payable. For the three and six month periods ended November 30, 2011, we incurred a charge of $8,465 and $15,128. This compared to $1,841 and $2,976 for the same periods last year. The increase mirror the debts increase.
Liquidity and Capital Resources
At November 30, 2011, we had $8,523 in cash, as opposed to $15,324 in cash at May 31, 2011. Total cash requirements for operations for the three month period ended November 30, 2011 was $139,197. As a result of its new business plan, management estimates that cash requirements through the end of the fiscal year ended May 31, 2012 will be between $500,000 to $1,000,000. As of the date of this Report, we do not have available resources sufficient to cover the expected cash requirements through the end of the third quarter of 2012 or the balance of the year. As a result, there is substantial doubt that we can continue as an ongoing business without obtaining additional financing. Management’s plans for maintaining our operations and continued existence include selling additional equity securities and borrowing additional funds to pay operational expenses. There is no assurance we will be able to generate sufficient cash from operations, sell additional shares of Common Stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and our ability to continue our existence. If our losses continue and we are unable to secure additional financing, we may ultimately be required to seek protection from creditors under applicable bankruptcy laws.
At November 30, 2011, we had total assets of $9,123 compared to total assets of $15,924 at May 31, 2011.
At November 30, 2011, we had total current liabilities of $539,825 compared to total current liabilities of $316,952 at May 31, 2011. The liabilities are mainly due to (i) accrued operational costs ($176,021), (ii) note payable $195,663 and (iii) loans from shareholders ($168,141).
For the six month period ended November 30, 2011, the Company received additional loans from Michel St-Pierre, a shareholder, in the amount of $48,058. At November 30, 2011, the loans amounted to $168,141. These loans carry an interest of 10% and are payable on demand.
-10-
Our financial condition raises substantial doubt about our ability to continue as a going concern. Management’s plan for our continued existence includes selling additional stock through private placements and borrowing additional funds to pay overhead expenses while maintaining marketing efforts to raise our sales volume. Our future success is dependent upon our ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that we will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and our ability to continue as a going concern.
Off-Balance Sheet Arrangements
We are not a party to 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 the information under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended November 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
The following documents are included herein:
|
Exhibit
|
Incorporated by reference
|
Filed
|
|||
|
Number
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
|
3.1
|
Articles of Incorporation, as amended.
|
S-1
|
6/19/09
|
3.1
|
|
|
|
|||||
|
3.2
|
Bylaws.
|
S-1
|
6/19/09
|
3.2
|
|
|
|
|||||
|
4.1
|
Stock Certificate
|
S-1
|
6/19/09
|
4.1
|
|
|
|
|||||
|
10.1
|
Consulting Agreement – Michel St-Pierre.
|
10-K
|
8/19/11
|
10.1
|
|
|
|
|||||
|
10.2
|
Consulting Agreement – Jean-Paul Langlais.
|
10-K
|
8/19/11
|
10.2
|
|
|
|
|||||
|
10.3
|
Manufacturing Agreement with SMT Hautes Technologies.
|
X
|
|||
|
|
|||||
|
14.1
|
Code of Ethics
|
10-K
|
8/20/10
|
14.1
|
|
-11-
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|||||
|
32.1
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.
|
X
|
|||
|
|
|||||
|
99.1
|
Audit Committee Charter
|
10-K
|
8/20/10
|
99.2
|
|
|
|
|||||
|
99.2
|
Disclosure Committee Charter
|
10-K
|
8/20/10
|
99.3
|
|
|
|
|||||
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|
|||||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|
|||||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|
|||||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|
|||||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|
|||||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
-12-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 14th day of January, 2011.
|
iMETRIK M2M SOLUTIONS INC.
|
||
|
|
||
|
BY:
|
MICHEL ST-PIERRE
|
|
|
Michel St-Pierre
|
||
|
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole member of the Board of Directors.
|
||
--
-13-
EXHIBIT INDEX
|
Exhibit
|
Incorporated by reference
|
Filed
|
|||
|
Number
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
|
3.1
|
Articles of Incorporation, as amended.
|
S-1
|
6/19/09
|
3.1
|
|
|
|
|||||
|
3.2
|
Bylaws.
|
S-1
|
6/19/09
|
3.2
|
|
|
|
|||||
|
4.1
|
Stock Certificate
|
S-1
|
6/19/09
|
4.1
|
|
|
|
|||||
|
10.1
|
Consulting Agreement – Michel St-Pierre.
|
10-K
|
8/19/11
|
10.1
|
|
|
|
|||||
|
10.2
|
Consulting Agreement – Jean-Paul Langlais.
|
10-K
|
8/19/11
|
10.2
|
|
|
|
|||||
|
10.3
|
Manufacturing Agreement with SMT Hautes Technologies.
|
X
|
|||
|
|
|||||
|
14.1
|
Code of Ethics
|
10-K
|
8/20/10
|
14.1
|
|
|
|
|||||
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|||||
|
32.1
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.
|
X
|
|||
|
|
|||||
|
99.1
|
Audit Committee Charter
|
10-K
|
8/20/10
|
99.2
|
|
|
|
|||||
|
99.2
|
Disclosure Committee Charter
|
10-K
|
8/20/10
|
99.3
|
|
|
|
|||||
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|
|||||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|
|||||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|
|||||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|
|||||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|
|||||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
|||
-14-