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EX-32.1 - EXHIBIT 32.1 - STATIONDIGITAL CORPv300113_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - STATIONDIGITAL CORPv300113_ex31-1.htm

 


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

 FORM 10-Q

 

 

 

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

 

For the quarterly period ended November 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: 333-157010

 

ALARMING DEVICES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 26-3062327

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification Number)

 

112 North Curry Street, Carson City, NV  89703-4934
(Address of principal executive office and zip code)
 
775-284-3707
(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 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 S  No £

 

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

 

Large accelerated filer  £   Accelerated filer £  
Non-accelerated filer £   Smaller reporting company S  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes S No £

 

As of January 23, 2012, 5,340,000 shares of the Registrant’s common stock, $0.001 par value per share, were issued and outstanding.

 

 

 
 

 

ALARMING DEVICES, INC.

 

FORM 10-Q

 

For the quarter ended November 30, 2011

 

TABLE OF CONTENTS

 

PART I— FINANCIAL INFORMATION  
     
Item 1. Financial Statements (Unaudited) 1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Item 4. Controls and Procedures 11
     
PART II— OTHER INFORMATION  
     
Item 1. Legal Proceedings 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. (Removed and Reserved) 12
Item 5. Other Information 12
Item 6. Exhibits 13
     
SIGNATURES 13

 

 
 

 

ALARMING DEVICES, INC.

(A Development Stage Company)

 

FINANCIAL STATEMENTS

November 30, 2011

 

Unaudited

 

BALANCE SHEETS 2
   
STATEMENTS OF OPERATIONS 3
   
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) 4
   
STATEMENTS OF CASH FLOW 5
   
NOTES TO FINANCIAL STATEMENTS 6

 

1
 

 

ALARMING DEVICES, INC.

(A Development Stage Company)

 

BALANCE SHEETS

 

   November 30,
2011
   August 31,
2011
 
   (Unaudited)   (Audited) 
         
ASSETS          
           
CURRENT ASSETS          
Cash  $0   $0 
TOTAL ASSETS  $0   $0 
           
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)          
           
CURRENT  LIABILITIES          
Accounts payable and accrued liabilities  $28,687   $24,587 
Loans from Related Party   26,868    26,868 
TOTAL CURRENT LIABILITIES  $55,555   $51,455 
           
STOCKHOLDER'S  EQUITY ( DEFICIT )          
Capital stock (Note 5)          
Authorized          
75,000,000 shares of common stock, $0.001 par value,          
Issued and outstanding          
5,340,000 shares of common stock  $5,340   $5,340 
Additional Paid in Capital   9,860    9,860 
Deficit accumulated during the development stage   (70,755)   (66,655)
TOTAL STOCKHOLDER'S EQUITY/(DEFICIT)  $(55,555)  $(51,455)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)  $0   $0 

 

The accompanying notes are an integral part of these financial statements

 

2
 

 

ALARMING DEVICES, INC.

(A Development Stage Company)

 

STATEMENTS OF OPERATIONS

Unaudited

 

           Cumulative results 
   Three months   Three months   from inception 
   ended   ended   (July22, 2008) to 
   November 30, 2011   November 30, 2010   November 30, 2011 
REVENUE               
                
Revenues  $-   $-   $- 
Total Revenues  $-   $-   $- 
                
EXPENSES               
                
Office and general  $600   $535   $17,996 
Professional Fees   3,500    3,500    52,759 
Total Expenses  $4,100   $4,035   $70,755 
                
Provision for Income Tax  $-   $-   $- 
NET LOSS  $(4,100)  $(4,035)  $(70,755)
                
BASIC AND DILUTED LOSS PER COMMON SHARE  $-   $-      
                
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING   5,340,000    5,340,000      

 

 

The accompanying notes are an integral part of these financial statements

 

3
 

 

ALARMING DEVICES, INC.

(A Development Stage Company)

 

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

From inception (July22, 2008) to November 30, 2011

 

Unaudited

 

   Common Stock                 
   Number
of
       Additional
Paid-in
   Share
Subscription
   Deficit
accumulated
during the
development
     
   shares   Amount   Capital   Receivable   stage   Total 
Balance, July 22, 2008   -   $-   $-   $-   $-   $- 
                               
Common stock issued for cash at                              
$0.001 per share on August, 2008    5,000,000   $5,000   $-   $(5,000)  $-   $- 
                               
Net loss for the period ended                              
August 31, 2008                       -    - 
                               
Balance, August 31, 2008   5,000,000   $5,000   $-   $(5,000)  $-   $- 
Subscription Receivable                  5,000         5,000 
                               
Net loss for the year ended                              
August 31, 2009   -    -    -    -    (19,218)   (19,218)
                               
Balance, August 31, 2009   5,000,000   $5,000   $-   $-   $(19,218)  $(14,218)
Common stock issued for cash at $0.001                              
per share on December, 2009   340,000    340    9,860              10,200 
                               
Net loss for the year ended                              
August 31, 2010   -    -    -    -    (25,763)   (25,763)
                               
Balance, August 31, 2010   5,340,000   $5,340   $9,860   $-   $(44,981)  $(29,781)
Net loss for the year ended                              
August 31, 2011   -    -    -    -    (21,674)   (21,674)
                               
Balance, August 31, 2011   5,340,000   $5,340   $9,860   $-   $(66,655)  $(51,455)
Net loss for the period ended                              
November 30, 2011   -    -    -    -    (4,100)   (4,100)
                               
Balance,  November 30, 2011   5,340,000   $5,340   $9,860   $-   $(70,755)  $(55,555)

 

 The accompanying notes are an integral part of these financial statements

 

4
 

 

ALARMING DEVICES, INC.

(A Development Stage Company)

 

STATEMENTS OF CASH FLOW

Unaudited

 

   Three months
ended
   Three months
ended
   July22, 2008 (inception date)
to
 
   November 30,
2011
   November 30,
2010
   November 30,
2011
 
             
CASH FLOWS FROM OPERATING ACTIVITIES               
Net loss  $(4,100)  $(4,035)  $(70,755)
Adjustment to reconcile net loss to net cash used in operating activities               
Increase (decrease) in accrued expenses   4,100    (500)   28,687 
Increase (decrease) in prepaid expenses   -    -    - 
                
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES  $-   $(4,535)  $(42,068)
                
CASH FLOWS FROM FINANCING ACTIVITIES               
Proceeds from sale of common stock   -    -    15,200 
Increase in shareholder loan   -    110    26,868 
                
NET CASH PROVIDED BY FINANCING ACTIVITIES  $-   $110   $42,068 
                
NET INCREASE ( DECREASE) IN CASH  $-   $(4,425)  $- 
                
CASH, BEGINNING OF PERIOD  $-   $6,315   $- 
                
CASH, END OF PERIOD  $-   $1,890   $- 
                
Supplemental cash flow information and noncash financing activities:               
Cash paid for:               
Interest  $-   $-   $- 
                
Income taxes  $-   $-   $- 

 

The accompanying notes are an integral part of these financial statements

 

5
 

 

ALARMING DEVICES, INC.

(A Development Stage Company)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

November 30, 2011

 

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

Alarming Devices, Inc. (“Company”) is in the initial development stage and has incurred losses since inception totaling $70,755. The Company was incorporated on July 22, 2008 in the State of Nevada and established a fiscal year end of August. The Company is a development stage company and intends to import from China and supply a reliable and affordable home and commercial wireless alarm system.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation 

The financial statements present the balance sheet, statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

 

Advertising

Advertising costs are expensed as incurred. As of November 30, 2011, no advertising costs have been incurred.

 

Property

The Company does not own or rent any property. The office space is provided by the president (or a director or whoever) at no charge.

 

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

 

Income Taxes

The Company follows the liability method of accounting for income taxes in accordance with Statements of Financial Accounting Standards FASB ASC 740, "Accounting for Income Taxes." Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

 

Net Loss per Share

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of November 30, 2011.

 

6
 

 

Recent Accounting Pronouncements

In May 2011, FASB issued Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU No. 2011-04”). ASU No. 2011-04 provides guidance which is expected to result in common fair value measurement and disclosure requirements between U.S. GAAP and IFRS. It changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. It is not intended for this update to result in a change in the application of the requirements in Topic 820. The amendments in ASU No. 2011-04 are to be applied prospectively. ASU No. 2011-04 is effective for public companies for interim and annual periods beginning after December 15, 2011. Early application is not permitted. This update is not expected to have a material impact on the Company’s financial statements.

 

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (“ASU No. 2011-05”). In ASU No. 2011-05, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The amendments in ASU No. 2011-05 do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. They also do not change the presentation of related tax effects, before related tax effects, or the portrayal or calculation of earnings per share. The amendments in ASU No. 2011-05 should be applied retrospectively. The amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. This update is not expected to have a material impact on the Company’s financial statements.

 

In September 2011, the FASB issued ASU No. 2011-08, “Intangibles — Goodwill and Other (Topic 350)” (“ASU No. 2011-08”). In ASU No. 2011-08, an entity is permitted to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If an entity concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it would not be required to perform the two-step impairment test for that reporting unit. The ASU’s objective is to simplify how an entity tests goodwill for impairment. The amendments in ASU No. 2011-08 are effective for annual and interim goodwill and impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The Company is evaluating the requirements of ASU No. 2011-08 and has not yet determined whether a revised approach to evaluation of goodwill impairment will be used in future assessments. The Company does not expect the adoption of ASU No. 2011-08 to have a material impact on its financial statements.

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

7
 

 

NOTE 3 – GOING CONCERN

 

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $55,555, an accumulated deficit of $70,755 and net loss from operations since inception of $70,755. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares.

 

As of November 30, 2011, the Company had issued 5,000,000 Founder’s shares at $0.001 per share for net funds to the Company of $5,000 and 340,000 common shares at $0.03 per share for net funds received of $10,200.

 

The officers and directors have committed to advancing certain operating costs of the Company, including legal, audit, transfer agency and Edgarizing costs

 

NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS

 

In accordance with the requirements of ASC 825 and ASC 820, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

 

NOTE 5 – CAPITAL STOCK

 

The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

 

As of November 30, 2011, the Company has not granted any stock options and has not recorded any stock-based compensation.

 

On August 11, 2008, the Company issued 5,000,000 shares of the common stock in the Company at $0.001 per share for $5,000 to the director of the Company.

 

During December 2009, the Company issued 340,000 shares of Common stock in the Company at $0.03 per shares for $10,200.

 

As of November 30, 2011 the Company had 5,340,000 shares of common stock issued and outstanding.

 

NOTE 6 – LOAN PAYABLE – RELATED PARTY LOANS

 

The Company has received $24,868 as a loan from a Director. The loan is payable on demand and without interest. The Company also received $2,000 loan from Steel Pier Capital Advisors, LLC, a stock purchase vendee which subsequently became the Company’s controlling shareholder This loan is payable on demand and without interest.

 

8
 

 

NOTE 7 – INCOME TAXES

 

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.

 

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of November 30, 2011 are as follows:

 

   November 30, 2011 
     
Net operating loss carry forward   70,755 
Effective Tax rate   35%
Deferred Tax Assets   24,764 
Less: Valuation Allowance   (24,764)
Net deferred tax asset  $0 

 

The net federal operating loss carry forward will expire between 2027 and 2028. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events.  You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report.  These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

 

Overview

 

Alarming Devices, Inc. ("Alarming Devices", "the Company", “our” or "we") was incorporated in the State of Nevada as a for-profit company on July 22, 2008. We are a development stage company that intends to import from China and supply a reliable and affordable home and commercial wireless alarm system to resellers and distributors in North America. The company will import and distribute through certified resellers that will install and provide end user support. The company will also allow resellers to customer label the products so they could have the opportunity to create their own “house” brand. The Company would import and hold products with a shipping agent that would pick and ship for the company contractually to help control fixed costs.

 

The Company intends to seek a master distributor in North America who already supplies the alarm industry. The Master Distributor will have exclusive reseller rights throughout the territory; product manufactured specifically for Alarming Devices will be shipped directly from the manufacturer to the master distributor.

 

9
 

 

Plan of Operation

 

The Company has not yet generated any revenue from its operations.  As of November 30, 2011 we had $0 of cash on hand. We incurred operating expenses in the amount of $70,755 since July 22, 2008 to November 30, 2011. These operating expenses were comprised of professional fees and office and general expenses.

 

Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities.  We have registered 2,000,000 of or our common stock for sale to the public.  Our registration statement became effective on November 30, 2009 and we are in the process of seeking equity financing to fund our operations over the next 12 months.  

 

Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

 

If Alarming Devices is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering described herein and failure thereof would result in Alarming Devices having to seek capital from other resources such as debt financing, which may not even be available to the company. However, if such financing were available, because Alarming Devices is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Alarming Devices cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Alarming Devices common stock would lose all of their investment.

 

Our specific goal is to import and supply an affordable wireless alarm system.  We intend to accomplish the foregoing through the following milestones:

 

1.        Our president plans to begin secure a licensing/purchase agreement with a company that owns some proprietary radio technology that would become the backbone of the Company’s product line. Then the President would contact factories in China and then travel to negotiate prices, approve prototypes and do all the necessary arrangements. We expect to complete this step within 120 days after we have raised enough funds.

 

2.        We intend to search for a suitable location for storage, to order some of alarms and have them shipped from China and stored for future sales. Even though the Company would prefer to drop ship from our manufacturer in directly to our distributors the Company will have to store some inventory back up in case of manufacturing delays in China. We also intend to hire an outside web designer to develop our website. We expect to have our products in stock and our website ready within 300 days after we have raised enough funds.

 

3.        As soon as our website is operational, we will begin to market our product on TV commercials. Marketing is an ongoing matter that will continue during the life of our operations

 

In summary, we anticipate that we will be fully operational within 360 days after we have raised enough funds.

 

10
 

 

As of the date of this filing, Alarming Devices has not yet generated enough funds in order to start its plan of operations. We have not yet secured any private placement offering or debt financing.

 

The Company incurred a net loss of $4,100 for the three-month period ended November 30, 2011, compared with a net loss of $4,035 for the three month period ended November 30, 2011.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risks

 

Not required for smaller reporting companies.

 

Item 4. Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”), who is also our Chief Financial Officer (“CFO”), the Company’s principal executive officer and principal financial officer, of the design and effectiveness of our “disclosure controls and procedures” (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our CEO/CFO concluded that as of the end of the period covered by this report these disclosure controls and procedures were not effective. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in disclosure controls and procedures which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment as the Company had only one officer (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC Guidelines; and (iii) inadequate security and restricted access to computer systems including insufficient disaster recovery plans; and (iv) no written whistleblower policy. Our CEO/CFO plans to implement appropriate disclosure controls and procedures to remediate these material weaknesses, including (i) appointing additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting and a whistle blower policy; and (iii) implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan.

 

Changes in Internal Controls over Financial Reporting

 

There have been no changes in our internal control 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.

 

11
 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

 

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. (Removed and Reserved)

 

 

Item 5. Other Information.

 

None.

12
 

 

Item 6. Exhibits.

 

Exhibit No.   Description
     
3.1   Articles of Incorporation [1]
     
3.2   By-Laws [1]
     
31.1   Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
     
31.2   Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. *
     
32.1   Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2   Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

  

[1]     Incorporated by reference from the Company’s filing with the Commission on January 29, 2009.

 

   *    Included in Exhibit 31.1

 

   **  Included in Exhibit 32.1

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: January 23, 2012

 

  ALARMING DEVICES, INC.
   
  By: /s/ Andre Luiz Nascimento Moreira  
    Name:  Andre Luiz Nascimento Moreira
   

Title: President, Secretary/ Treasurer,
Chief Financial Officer and Chairman of
the Board of Director

    (Principal Executive Officer and
Principal Accounting Officer)

 

13