KonaRed Corp - FORM 10-Q - January 22, 2013

Attached files

file	filename
EX-31.1 - TEAMUPSPORT 10Q, CERTIFICATION 302 - KonaRed Corp	teamupsportexh31_1.htm
EXCEL - IDEA: XBRL DOCUMENT - KonaRed Corp	Financial_Report.xls
EX-32.1 - TEAMUPSPORT 10Q, CERTIFICATION 906 - KonaRed Corp	teamupsportexh32_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For the quarterly period ended November 30, 2012

o Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For the transition period from ___________ to ___________

COMMISSION FILE NUMBER 333-176429

TEAMUPSPORT INC.

(Exact name of registrant as specified in its charter)

NEVADA	98-0366971
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

700 Gillard Street, Wallaceburg, Ontario, Canada, N8A 4Z5

(Address of principal executive offices, including zip code)

519-627-7428

(Issuer’s telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by section 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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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.

	Large accelerated filer	o	Accelerated filer	o
	Non-accelerated filer	o	Smaller reporting company	x

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 4,766,698 shares of common stock as of January 21, 2013.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

The following interim unaudited financial statements of TeamUpSport Inc. (the “Company”) as of and for the three and six month period ended November 30, 2012 are included with this Quarterly Report on Form 10-Q:

(a)

Balance Sheets as at November 30, 2012 (unaudited) and May 31, 2012.

(b)

Statement of Operations for the three and six months ended November 30, 2012 and 2011, and for the period from inception (October 4, 2010) through November 30, 2012 (unaudited).

(c)

Statement of Stockholders’ Equity for the period from inception (October 4, 2010) to November 30, 2012 (unaudited).

(d)

Statement of Cash Flows for the six months ended November 30, 2012 and 2011 and for the period from inception (October 4, 2010) through November 30, 2012 (unaudited).

(e)

Notes to Financial Statements (unaudited).

TeamUpSport Inc.
(A Development Stage Company)
Balance Sheets

	November 30,			May 31,
	2012			2012
	(Unaudited)
ASSETS
Current Assets
Cash	$	5,045		$	25,088

Total Assets	$	5,045		$	25,088

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Officer Loan	$	1,302		$	1,302

Total Liabilities		1,302			1,302

Stockholders' Equity
Preferred Stock, $0.001 par value; 10,000,000 shares
authorized; 0 shares issued and outstanding		-			-
Common stock, $0.001 par value; 65,000,000 shares authorized;
Issued and outstanding:
4,766,698 shares at November 30, 2012 & May 31, 2012		4,767			4,767
Additional Paid-in Capital		47,566			47,566
Accumulated Deficit		(48,590	)		(28,547	)

Total Stockholders' Equity		3,743			23,786

Total Liabilities and Stockholders' Equity	$	5,045		$	25,088

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

TeamUpSport Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)

													For the Period
													from Inception,
	For the three months						For the six months						October 4, 2010,
	ended						ended						through
	November 30,						November 30,						November 30,
	2012			2011			2012			2011			2012

Revenue	$	-		$	-		$	-		$	-		$	-

Cost of Sales		-			-			-			-			-

Operating Income		-			-			-			-			-

General and Administrative Expenses:
Professional Fees		3,325			2,985			4,425			7,285			15,810
Other Administrative Expenses		2,993			620			15,618			2,141			32,780

Total General and Adminstrative Expenses		6,318			3,605			20,043			9,426			48,590

Income tax expense		-			-			-			-			-

Net Loss	$	(6,318	)	$	(3,605	)	$	(20,043	)	$	(9,426	)	$	(48,590	)

Basic and Dilutive loss per common share	$	-		$	-		$	-		$	-

Basic and diluted weighted average
common shares outstanding		4,766,698			4,766,698			4,766,698			4,766,698

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

TeamUpSport Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
For the period from Inception, October 4, 2010, to November 30, 2012
(Unaudited)

	Common Stock				Additional					Total
	Number of				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Equity

Inception, October 4, 2010		-	$	-	$	-	$	-		$	-

2,866,698 common shares issued
at $0.005 per share to founder
for cash, October 22, 2010		2,866,698		2,867		11,466					14,333

Net loss for the period		-		-		-		(4,498	)		(4,498	)

Balances, May 31, 2011		2,866,698	$	2,867	$	11,466	$	(4,498	)	$	9,835

1,900,000 common shares issued to
third party investors for cash		1,900,000		1,900		36,100		-			38,000
at $0.02 per share

Net loss for the year		-		-		-		(24,049	)		(24,049	)

Balances, May 31, 2012		4,766,698		4,767		47,566		(28,547	)		23,786

Net loss for six months		-		-		-		(20,043	)		(20,043	)

Balances, November 30, 2012		4,766,698		4,767		47,566		(48,590	)		3,743

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

TeamUpSport Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)

							For the Period
	For the Six Months						from Inception,
	Ended						October 4, 2010,
	November 30,						through November 30,
	2012			2011			2012

Cash flows from operating activities:
Net loss	$	(20,043	)	$	(9,426	)	$	(48,590	)

Net cash used in operating activities		(20,043	)		(9,426	)		(48,590	)

Cash flows from financing activities:
Proceeds from stock issuance to founder		-			-			14,333
Proceeds of stockholder's loan		-			-			1,302
Proceeds of loans		-			-			38,000

Net cash provided by financing activities		-			-			53,635

Net change in cash		(20,043	)		(9,426	)		5,045

Cash, beginning of the period		25,088			49,137			-

Cash, end of the period	$	5,045		$	39,711		$	5,045


Supplemental cash flow disclosure:
Interest paid	$	-		$	-		$	-

Taxes paid	$	-		$	-		$	-

Stock issued in cancellation of debt	$	-		$	38,000		$	38,000

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

TeamUpSport Inc.

(A Development Stage Company)

Notes to Financial Statements

Note 1. Organization and Description of Business

Organization

TeamUpSport Inc. was incorporated under the laws of the State of Nevada on October 4, 2010. The Company was organized for the purpose of engaging in an internet-based social networking business. The Company adopted May 31 as its fiscal year-end.

In October, 2010 the Company began developing its business plan, which was published in the fiscal period ended May 31, 2011. The Company plans to develop a social-networking-type website centered around 10-20 sports. The website will permit participants to interact and to access media content. The Company was capitalized with subscriptions for common stock in the first fiscal period ended May 31, 2011, and is constructing its website. The principal executive offices are located in Wallaceburg, Ontario, Canada.

Note 2. Basis of Presentation– Development Stage Company and Going Concern

The Company has not earned any revenue from operations since inception. Accordingly, the Company’s activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915, "Development Stage Entities." Among the disclosures required by ASC 915, are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.

The Company sustained operating losses and accumulated deficit of $48,590 as of November 30, 2012. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required.

The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

The unaudited condensed interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally

present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and notes for the year ended May 31, 2012 included in our Annual Report on Form 10-K. The results of the three and six month periods ended November 30, 2012 are not necessarily indicative of the results to be expected for the full year ending May 31, 2013.

Note 3. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Significant estimates made by management are, among others, deferred taxes.

Cash and equivalents

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of November 30, 2012 and May 31, 2012, respectively.

Fair Value of Financial Instruments

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

-	Level 1: Quoted prices in active markets for identical assets or liabilities

-	Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

-	Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Recent Accounting Pronouncements

Adopted -

In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS) of Fair Value Measurement Topic 820." ASU 2011-04 is intended to provide a consistent definition of fair value and improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments include those that clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements, as well as those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. This update is effective for annual and interim periods beginning after December 15, 2011. Adoption of the new amendment did not have a material effect on the Company’s financial statements.

Not Adopted -

In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. The amendments in this update require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. This update will enhance disclosures required by U.S. GAAP by requiring improved information about financial instruments and derivative instruments. The requirements of this update are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Entities should provide the disclosures required retrospectively for all comparative periods presented. We are currently evaluating the impact of adopting ASU 2011-11 on the consolidated financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

Income Taxes

The Company utilizes FASB ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the

difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

The Company generated a deferred tax credit disclosed as of November 30 2012 and May 31, 2011 through net operating loss carry-forward. However, a valuation allowance of 100% has been established.

Interest and penalties on tax deficiencies recognized in accordance with ASC accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

Loss per Common Share

Basic loss per common share excludes dilutive securities and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since the Company has only incurred losses, basic and diluted loss per share is the same. As of November 30, 2012 and 2011, there were no outstanding dilutive securities.

The following table represents the computation of basic and diluted losses per share:

	Six months			Six months
	ended November 30,			ended November 30,
	2012			2011

Loss available for common shareholder	$	(20,043	)	$	(9,426	)
Basic and fully diluted loss per share	$	-		$	-

Weighted average common shares outstanding - basic and diluted		4,766,698			4,766,698

Net loss per share is based upon the weighted average shares of common stock outstanding.

Note 4. Related Party Transactions and Officer Loan

The Company issued the President, Dennis Kjeldson, 2,866,698 common shares for cash of $14,333 on October 22, 2010.

The President of the Company, Dennis Kjeldison, advanced funds of $1,302 to the Company for filing fees. The loan is unsecured, carries no interest, has no terms of repayment or maturity date and is payable upon demand.

Note 5. Income Taxes

The Company is subject to United States income taxes and Canadian income taxes (to the extent of its operations in Canada). The Company had no income tax expense during the reported period due to net operating losses. The Company has net operating losses carried forward of approximately $48,000 for tax purposes which will expire in 2030 through 2032 if not utilized.

	November 30,
	2012			2011

Provision computed at federal statutory rate		15	%		15	%
state tax, net of federal tax benefit		0	%		0	%
Valuation allowance		-15	%		-15	%
Effective income tax rate		0	%		0	%

	November 30,			May 31,
		2012			2012

Deferred tax asset- net operating loss	$	48,000		$	28,500
less valuation allowance		(48,000	)		(28,500	)

Net deferred tax asset	$	0		$	0

Note 6. Common Stock

The Company has authorized 65,000,000 shares of $0.001 par value common stock, of which 4,766,698 shares are issued and outstanding as at November 30, 2012 and 10,000,000 shares of par value $0.001 shares of preferred stock, of which none was outstanding as at November 30, 2012.

On October 22, 2010, the Company issued 2,866,698 shares at $0.005 per share for cash of $14,333.

During the fourth quarter of fiscal year ended May 31, 2011, the Company sold shares to third party investors for cash at $0.02 per share for $38,000.

Item 2. Management’s Discussion and Analysis of Financial condition and Results of Operations

THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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 our report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and predictions. We are a development stage company and have not yet generated or realized any revenues.

Overview

TeamUpSport Inc. intends to develop and commercialize on it’s website www.teamupsport.com, which will be a website designed to integrate into a single online offering, people’s interest in sport with the new capabilities of online social networking.

We are still in our development stage and plan and cannot commence business operations on our website until its completion. The TeamUpSport website has not yet been developed, and substantial additional development work and funding will be required before the website can be fully operational. The company’s website will be designed to integrate into a single online offering people’s interest in sports with the capabilities of online social networking. The website will become a sports focused social networking website. Unlike other social networking websites that do not have a focused market, the company aims to target people interested in the sports enthusiast market. All content will be geared specifically towards sports, such as fan groups for teams, and media arranged by leagues. This will allow the company to offer a service designed to compliment the lifestyles of sports fans, no matter what sport they play or are interested in.

Since inception we have worked toward the introduction and development of our website that we will use to generate revenues.

We have no revenues, have achieved losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations. Accordingly, we will be dependent on future additional financing in order to maintain our operations and continue seeking new business opportunities.

Our Plan of Operations

Development will occur in several phases, as follows:

Stage 1:

The goal in stage 1 will be to design and implement a demo interface to show the structure, look, and feature set for the company’s website. To this end, several basic pages will be designed, including:

Signup / home page for www.teamupsport.com inviting people to sign up, describing features and benefits, etc.

Sample homepage for an individual that has signed up and shows what is seen when they sign in.

Several pages i.e. their “my team” page which shows media content related to their team(s), blog pane, other local related content, etc.

These pages will be static and graphic in nature. Along with this, www.teamupsport.com will identify and document the important and complex programming requirements and timeline to make the website a reality.

The demo website was completed In January 2012. Upon testing the demo site the company decided that it needed to be reworked in order to be integrated with the currently popular social media sites. The company believes it will be able to accomplish this redesign by February 2013.

Due to the nature of the costs involved and the fact that the company’s president will not be receiving a salary at this time, expenses related to Stage 1 are expected to be less than $25,000. The president will spearhead this effort. The company currently has sufficient capital to complete this stage of its plan of operations.

Stage 2:

With Stage 2, the initial operational beta site will be created, tested, and debugged. This website will be beta test-marketed with a variety of selected potential users. Once the beta site is up and running, the company will seek to raise funds for a roll out strategy.

Due to the nature of the costs involved and the fact that the company’s President will not be receiving a salary at this time, expenses related to stage 2 are expected to be less than $30,000. The president will spearhead this effort and the completion of Stage 2 is expected in March 2013. The company does not currently have sufficient capital to begin this stage of its plan of operations, and will require additional capital to complete stage 2. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. We believe the only source of funds that would be realistic is through a loan from our president or the sale of equity capital.

Stage 3:

The roll out strategy will require the sourcing of local content, developing contact lists for local teams and sponsors, etc., and implementing a marketing campaign. The website will need to be built up on from its beta stage and once it is ready to launch the website will go live. The company believes that if it is successful in the completion of Stage 2, will enable the company to raise additional funds to fully develop the website and fund expanded development and sales and marketing efforts. Management anticipates hiring 2 to 4 permanent staff for this effort of going live and rolling out the website. The company expects this stage to cost approximately $250,000. The president will spearhead this stage of its plan of operations. If the company is able to carry forward with this stage of its plan of operations it expects the process to take approximately 9 to 12 months. The company does not currently have sufficient capital to carry out this stage of its plan of operations. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. We believe the only source of funds that would be realistic is through the sale of equity capital.

Our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail. As a development stage company, we are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. If we are unable to secure adequate capital to continue our operations, our shareholders may lose some or all of their investment and our business may fail.

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements included herein.

Our operating results for the three months ended November 30, 2012 and 2011 are summarized as follows:

	Three Months Ended		Three Months Ended
	November 30, 2012		November 30, 2011

Revenue		-	$	-
Total Expenses	$	6,318	$	3,605
Net Loss	$	6,318	$	3,605

Revenues

We have not earned any revenues to date. Our website is not yet operational and we do not anticipate earning revenues until our website is fully operational. We are presently in the development stage of our business and we can provide no assurance that we begin earning revenues.

Expenses

Our expenses for the three months ended November 30, 2012 and 2011 are outlined in the table below:

	Three Months Ended		Three Months Ended
	November 30, 2012		November 30, 2011

Professional Fees	$	3,325	$	2,985
Other General & Administrative	$	2,993	$	620

Professional Fees

Professional fees include our accounting and auditing expenses incurred in connection with the preparation of our financial statements and professional fees that we pay to our legal counsel.

We incurred operating losses in the amount of $48,590 from inception on October 4, 2010 through the period ended November 30, 2012. These operating expenses were composed of professional fees, and other general and administrative expenses.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive development activities. For these reasons our auditors stated in their report on our audited financial statements that they have substantial doubt we will be able to continue as a going concern.

Financings

Our operations to date have been funded by equity investment. All of our equity funding has come from a private placement of our securities.

We completed an offering of 2,866,689 shares of common stock on October 22, 2010 to our president and director, Dennis Kjeldsen, at a price of $0.005 per share. The total proceeds received from this offering were $14,333.49. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act. We did not engage in any general solicitation or advertising.

We completed an offering of 1,900,000 shares of our common stock at a price of $0.02 per share to a total of thirty one (31) purchasers on June 1, 2011. The total amount we received from this offering was $38,000. The identity of the purchasers from this offering is included in the selling shareholder table set forth above. We completed this offering pursuant Rule 903(a) and conditions set forth in Category 3 (Rule 903(b)(3)) of Regulation S of the Securities Act of 1933.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

N/A

Item 4. Controls and Procedures.

As of the end of the period covered by this Report, the Company’s President, and principal financial officer (the “Certifying Officer”), evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, the officer concluded that, as of the date of the evaluation, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in the Company’s periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to management to allow timely decisions regarding required disclosure.

The Certifying Officer has also indicated that there were no changes in internal controls over financial reporting during the Company’s last fiscal quarter, and no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.

Our management, including the Certifying Officer, does not expect that our disclosure controls or our internal controls will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the

individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Item 4(t). Controls and Procedures.

The information required pursuant to item 4(t) has been provided in Item 4.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1(a). Risk Factors

There have been no changes to our risk factors from those disclosed in our Amendment No. 4 to Form S-1 filed on February 23, 2012.

Item 2. Unregistered Sales of Equity Securities

We did not issue any securities without registration pursuant to the Securities Act of 1933 during the three months ended November 30, 2012.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Securities Holders

No matters were submitted to our security holders for a vote during the quarter of our fiscal year ending November 30, 2012.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

TEAMUPSPORT INC.

By: /s/ Dennis Kjeldsen

Dennis Kjeldsen, President,

Chief Executive Officer and

Chief Financial Officer Director

Date: January 21, 2013

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