Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X]
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended June 30, 2013
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[ ]
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Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from __________ to__________
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| Commission File Number: 000-53983 | |
| 4Cable TV International, Inc. |
| (Exact name of registrant as specified in its charter) |
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Nevada
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N/A
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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Lot 7B Blk 7 Emerald St., Gold Riverville Subd. Burgos, Montalban Rizal, the Philippines
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(Address of principal executive offices)
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63-920-938-0830
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(Registrant’s telephone number)
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(Former name, former address and former fiscal year, if changed since last report)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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[ ] Large accelerated filer Accelerated filer
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[ ] Accelerated filer
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[ ] Non-accelerated filer
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[X] Smaller reporting company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
| 23,650,000 as of August 13, 2013. |
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TABLE OF CONTENTS
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Page
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PART I – FINANCIAL INFORMATION
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Item 1:
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3
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Item 2:
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4
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Item 3:
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5
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Item 4:
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6
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PART II – OTHER INFORMATION
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Item 1:
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6
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Item 1A:
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6
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Item 2:
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6
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Item 3:
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6
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Item 4:
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6
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Item 5:
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6
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Item 6:
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7
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| SIGNATURE | 8 | |
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our financial statements included in this Form 10-Q are as follows:
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F-1
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F-2
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F-3
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F-4 to F-6
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These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended June 30, 2013 are not necessarily indicative of the results that can be expected for the full year.
3
4CABLE TV INTERNATIONAL, INC. (FORMERLY LIBERTO, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS (unaudited)
AS OF JUNE 30, 2013 AND December 31, 2012
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June 30, 2013
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December 31, 2012
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ASSETS
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Current Assets
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Cash and cash equivalents
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$
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0
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$
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0
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Advance to third party
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40,000
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0
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Prepaid expenses
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690
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690
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TOTAL ASSETS
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$
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40,690
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$
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690
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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Liabilities
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Current Liabilities
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Accrued expenses
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$
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0
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$
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10,513
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Due to officer
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126,195
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57,522
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Total Liabilities
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126,195
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68,035
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Stockholders’ Deficit
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Common Stock, $.001 par value, 90,000,000 shares authorized, 23,650,000 and 2,150,000 shares issued and outstanding, respectively
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2,150
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2,150
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Preferred Stock, $.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding
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0
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0
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Additional paid-in capital
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40,850
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40,850
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Deficit accumulated during the development stage
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(128,505
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)
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(110,345
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)
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Total Stockholders’ Deficit
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(85,505
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)
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(67,345
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)
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$
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40,690
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$
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690
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See accompanying notes to financial statements.
F-1
4CABLE TV INTERNATIONAL, INC. (FORMERLY LIBERTO, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (unaudited)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012
FOR THE PERIOD FROM NOVEMBER 8, 2007 (INCEPTION) TO JUNE 30, 2013
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Three months ended
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Six months ended
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Cumulative from
November 8, 2007
(Inception) to
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June 30, 2013
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June 30, 2012
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June 30, 2013
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June 30, 2012
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June 30, 2013
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Revenues
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$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||
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Expenses
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General and administrative expense
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14,160 | 2,000 | 18,160 | 4,000 | 128,505 | |||||||||||||||
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Total operating expense
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14,160 | 2,000 | 18,160 | 4,000 | 128,505 | |||||||||||||||
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Loss from operations
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(14,160 | ) | (2,000 | ) | (18,160 | ) | (4,000 | ) | (128,505 | ) | ||||||||||
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Provision for income tax
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0 | 0 | 0 | 0 | 0 | |||||||||||||||
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Net loss
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$ | (14,160 | ) | $ | (2,000 | ) | $ | (18,160 | ) | $ | (4,000 | ) | $ | (128,505 | ) | |||||
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Loss per share: Basic & Diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
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Weighted average number of shares outstanding: Basic and diluted
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20,425,000 | 2,150,000 | 9,205,801 | 2,150,000 | ||||||||||||||||
See accompanying notes to financial statements.
F-2
4CABLE TV INTERNATIONAL, INC. (FORMERLY LIBERTO, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (unaudited)
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012
FOR THE PERIOD FROM NOVEMBER 8, 2007 (INCEPTION) TO JUNE 30, 2013
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For the six months ended
June 30, 2013
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For the six months ended
June 30, 2012
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For the period from
November 8, 2007 (Inception)
to June 30, 2013
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss for the period
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$
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(18,160
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)
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$
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(4,000
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)
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$
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(128,505
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)
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Changes in assets and liabilities:
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Increase in third party advance
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40,000
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0
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40,000
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Increase in prepaid expenses
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0
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0
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(690
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Increase (decrease) in accrued expenses
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(10,513
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)
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0
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0
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Net Cash Used by Operating Activities
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(68,673
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)
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(4,000
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(169,195
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)
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from sales of common stock
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0
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0
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43,000
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Proceeds from officer loans
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68,673
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4,000
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126,195
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Net Cash Provided by Financing Activities
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68,673
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4,000
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169,195
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Net Increase (Decrease) in cash and cash equivalents
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0
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0
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0
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Cash, beginning of period
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0
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0
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0
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Cash, end of period
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$
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0
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$
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0
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$
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0
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SUPPLEMENTAL CASH FLOW INFORMATION
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Interest paid
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$
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0
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$
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0
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$
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0
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Income taxes paid
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$
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0
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$
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0
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$
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0
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See accompanying notes to financial statements.
F-3
4CABLE TV INTERNATIONAL, INC. (FORMERLY LIBERTO, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2013
NOTE 1 – NATURE OF BUSINESS
Nature of Business
4CableTV International, Inc. formerly Liberto, Inc. (“4Cable”) is a development stage company and was incorporated in Nevada on November 8, 2007. The Company was engaged in the business of developing, manufacturing, and selling artificial lobster meat specifically for major food retailers in Southeast Asia.
On April 4, 2013, we entered into a share exchange agreement with 4Cable TV (the “Exchange Agreement”), a South Carolina corporation, and the shareholders of 4Cable TV. At the closing of the voluntary share exchange transaction contemplated by the share exchange agreement, we plan to issue 20,900,000 shares of our common stock to the shareholders of 4CableTV in exchange for 100% of the issued and outstanding capital stock of 4Cable TV. Such shares will be subject to a lock-up agreement, pursuant to which the recipients will agree to certain restrictions on transfer for the later to occur of one year from the date of the Exchange Agreement or the Company’s completion of a financing yielding aggregate gross proceeds of at least $1,800,000.
On April 11, 2013, we completed a short form merger agreement with our wholly owned subsidiary, 4Cable TV International, Inc., and in the process of the merger changed our name to 4Cable TV International, Inc. by an amendment to our Articles of Incorporation.
If the transactions contemplated by the Exchange Agreement are completed we will engage in the business of 4CableTV and most likely retire our prior business plan.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end.
Development Stage Company
The accompanying financial statements have been prepared under generally accepted accounting principles for development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
Fair Value of Financial Instruments
4Cable’s financial instruments consist of prepaid expenses, accrued expenses and an amount due to an officer. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
4Cable considers all highly liquid investments with maturities of three months or less to be cash equivalents. At June 30, 2013 and December 31, 2012, the Company had $0 of cash.
F-4
4CABLE TV INTERNATIONAL, INC. (FORMERLY LIBERTO, INC.)
Revenue Recognition
The Company will recognize revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.
Any deferred tax asset is considered immaterial and has been fully offset by a valuation allowance because at this time the Company believes that it is more likely than not that the future tax benefit will not be realized as the Company has no current operations.
Loss Per Common Share
Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. As of June 30, 2013, the Company has not issued any stock-based payments to its employees.
Recent Accounting Pronouncements
4Cable TV does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
NOTE 3 – ADVANCE TO THIRD PARTY
The advance is to 4CableTV, Inc. as required under the Share exchange agreement.
NOTE 4 – PREPAID EXPENSES
Prepaid expenses of $690 as of June 30, 2013 and December 31, 2012 consisted of an amount paid to the stock transfer agent to be used for future services.
NOTE 5 – ACCRUED EXPENSES
Accrued expenses of $0 and $10,513 at June 30, 2013 and December 31, 2012, respectively, consist of amounts owed to the Company’s outside legal counsel for services rendered.
NOTE 6 – DUE TO OFFICER
The amount due to the officer of $126,195 and $57,522 at June 30, 2013 and December 31, 2012, respectively, consisted of amounts owed to an officer and shareholder of the Company for amounts advanced to pay for professional services provided by the Company’s outside independent auditors, attorneys and stock transfer agent for services rendered. The amount is unsecured, due upon demand, and non-interest bearing.
NOTE 7 – CAPITAL STOCK
The authorized capital of the Company is 90,000,000 common shares with a par value of $ 0.001 per share and 10,000,000 preferred shares with a par value of $0.001.
During the period ended December 31, 2007, the Company issued 2,150,000 shares of common stock for cash proceeds of $43,000.
F-5
On April 25, 2013 the Company effected an 11 for 1 forward stock split of all its issued and outstanding shares of common stock by way of a dividend amounting to 21,500,000 common shares. There were 23,650,000 shares of common stock issued and outstanding as of June 30, 2013.
There were 0 shares of preferred stock issued and outstanding as of June 30, 2013.
NOTE 8 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the company has negative working capital, has incurred losses of $128,505 since its inception and has not yet produced revenues from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. Management anticipates that it will be able to raise additional working capital through the issuance of stock and through additional loans from investors.
The ability of the Company to continue as a going concern is dependent upon the Company’s ability to attain a satisfactory level of profitability and obtain suitable and adequate financing. There can be no assurance that management's plan will be successful.
NOTE 9 – COMMITMENTS
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 10 – INCOME TAXES
For the period ended June 30, 2013, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $128,505 at June 30, 2013, and will expire beginning in the year 2031.
The provision for Federal income tax consists of the following for the three months ended June 30, 2013 and 2012:
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June 30, 2013
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June 30, 2012
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Federal income tax benefit attributable to:
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Current Operations
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$
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6,174
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$
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680
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Less: valuation allowance
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(6,174
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)
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(680
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)
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Net provision for Federal income taxes
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$
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0
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$
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0
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||||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of June 30, 2013 and December 31, 2012:
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June 30, 2013
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December 31, 2012
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Deferred tax asset attributable to:
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Net operating loss carryover
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$
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43,691
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$
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37,517
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Less: valuation allowance
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(43,691
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)
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(37,517
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)
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Net deferred tax asset
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$
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0
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$
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0
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Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $128,505 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
NOTE 11 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to June 30, 2013 to the date these financial statements were issued, and has determined that it does not have any additional material subsequent events to disclose in these financial statements.
F-6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Overview
We were incorporated in the State of Nevada on November 8, 2007. Until recently, we were a development stage company engaged in the business of developing, manufacturing, and selling imitation lobster meat made from ground fish fillet, shrimp meat, crab meat, potato starch, sodium alginate, egg, lobster flavor, S.M.G., sugar, and salt, which we will produce specifically for major food retailers in Southeast Asia.
Since the initiation of this plan of operations, however, we have experienced losses and have been unable to obtain additional finances. In order to pursue our business plan, we would need to obtain additional funding in the form of equity financing from the sale of our common stock or loans. Unfortunately, we have not been able to identify sources of equity financing and do not have any arrangements in place for any future financing.
Because of the difficulties in raising additional funding, we have been presented with the difficult task of re-evaluating our business plan and plan of operations to determine whether it continues to be commercially viable. As a result of our lack of progress so far, the uncertainty regarding the source of our required additional funding and the relatively risky overall nature of our enterprise, management has been evaluating alternative business opportunities.
On April 4, 2013, we entered into a share exchange agreement with 4Cable TV (the “Exchange Agreement”), a South Carolina corporation, and the shareholders of 4Cable TV. At the closing of the voluntary share exchange transaction contemplated by the share exchange agreement, we plan to issue 20,900,000 shares of our common stock to the shareholders of 4CableTV (the “Selling Shareholders”) in exchange for 100% of the issued and outstanding capital stock of 4Cable TV. Such shares will be subject to a lock-up agreement, pursuant to which the recipients will agree to certain restrictions on transfer for the later to occur of one year from the date of the Exchange Agreement or the Company’s completion of a financing yielding aggregate gross proceeds of at least $1,800,000.
On April 11, 2013, we completed a name change to 4Cable TV International, Inc. by an amendment to our Articles of Incorporation.
On April 25, 2013, we effected an 11 for 1 forward stock split of all of our issued and outstanding shares of common stock, by way of a stock dividend (the “Stock Dividend”). Shareholders of the Company holding certificated shares were issued an additional ten shares of common stock for each one share held.
If the transactions contemplated by the Exchange Agreement are completed we will engage in the business of 4CableTV and most likely retire our prior business plan.
4
Results of Operations for the Three and Six Months Ended June 30, 2013 and 2012, and Period from November 8, 2007 (Date of Inception) until June 30, 2013
We generated no revenue for the period from November 8, 2007 (Date of Inception) until June 30, 2013. We do not anticipate revenues until we have succeeded in developing a marketable product and conducting sales.
Our Operating Expenses for the three months ended June 30, 2013 were $14,160, as compared with $2,000 for the three months ended June 30, 2012. The increase in expense is primarily due to the costs associated with reviewing pending acquisitions.
Our Operating Expenses for the six months ended June 30, 2013 were $18,160, as compared with $4,000 for the six months ended June 30, 2012. The increase in expense is primarily due to the costs associated with reviewing pending acquisitions.
Our Operating Expenses from November 8, 2007 (Date of Inception) to June 30, 2013 were $128,505. For each period our operating expenses consisting entirely of professional fees.
We anticipate our operating expenses will increase as we undertake our plan of operations.
Liquidity and Capital Resources
As of June 30, 2013, we had $40,690 in current assets and $126,195 in current liabilities. Thus, we had a working capital deficit of $85,505 as of June 30, 2013. We owe $126,195 to our officer and director for amounts advanced for our working capital needs. The amount is unsecured, due upon demand, and non-interest bearing.
Operating activities used $169,195 in cash for the period from November 8, 2007 (Date of Inception) until June 30, 2013. Our net loss of $128,505 was the primary factor of our negative operating cash flow, increased mainly by the advance made and payment of accrued liabilities. Financing Activities during the period from November 8, 2007 (Date of Inception) until June 30, 2013 generated $169,195 in cash during the period, which included $43,000 from the sale of stock and $126,195 as proceeds of a loan from our officer and director.
The Exchange Agreement provides that we will complete a financing of up to $1,800,000 for working capital and transaction expenses and costs within 18 months of the closing, with current shareholders to invest $500,000 and the remainder of $1,300,000 to be raised from third party investors in incremental amounts following the closing (the “Financing”).
The Exchange Agreement further provides that any funds received in the Financing beyond the $500,000 from current shareholders shall entitle each Selling Shareholder to receive one or more stock grants from the Company such that their percentage interest of the outstanding capital stock of the Company immediately prior to such subsequent investment shall equal their percentage interest of the outstanding capital stock of the Company after such issuance, unless such issuances are waived in writing by the Selling Shareholders holding a majority of the shares issued under the Exchange Agreement.
As of June 30, 2013, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.
Going Concern
The accompanying financial statements have been prepared assuming that we will continue as a going concern. As shown in the accompanying financial statements, we incurred losses of $128,505 since our inception and have not yet produced revenues from operations. These factors raise substantial doubt about our ability to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that we cannot continue as a going concern. Management anticipates that it will be able to raise additional working capital through the issuance of stock and through additional loans from investors.
Our ability to continue as a going concern is dependent upon our ability to attain a satisfactory level of profitability and obtain suitable and adequate financing. There can be no assurance that management's plan will be successful.
Off Balance Sheet Arrangements
As of June 30, 2013, there were no off balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company is not required to provide the information required by this Item.
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2013. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Anthony Martin. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2013, our disclosure controls and procedures are effective. There have been no changes in our internal controls over financial reporting during the quarter ended June 30, 2013.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Limitations on the Effectiveness of Internal Controls
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, 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 the 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 internal control. The design of any system 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. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Item 1A: Risk Factors
A smaller reporting company is not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
None
Item 4. Mine Safety Disclosure
N/A
Item 5. Other Information
None
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Exhibit Number
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Name
|
|
2.1(1)
|
Share Exchange Agreement
|
|
3.1*
|
Articles of Incorporation, and all amendments thereto
|
|
3.2(2)
|
Bylaws
|
|
31
|
Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer and Principal Financial Officer)
|
|
32
|
Section 1350 Certifications
|
|
101.INS*
|
XBRL Instance Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase
|
Footnotes to Exhibits Index
|
(1)
|
Incorporated by reference to the Current Report on Form 8-K filed on April 9, 2013
|
|
|
(2)
|
Incorporated by reference to the Registration Statement on Form SB-2 filed on January 22, 2008
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* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
7
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.
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4Cable TV International, Inc.
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Date: August 19, 2013
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By:
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/s/Anthony Martin | |
| Name: |
Anthony Martin
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| Title: |
Chief Executive Officer and Director
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8