BIGtoken, Inc. - Quarter Report: 2014 January (Form 10-Q)

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: January 31, 2014 Commission file no.: 333-174404  

Enhance-Your-Reputation.Com, Inc.

(Name of Small Business Issuer in its Charter)

Florida		45-144-3512
(State or other jurisdiction of		(I.R.S.Employer
incorporation or organization)		Identification No.)
822 SW Federal Hwy #83 Stuart, FL		34994
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number: (561) 315-0696

Securities registered under Section 12(b) of the Act:

None				None
Title of each class		Name of each exchange on which registered

Securities registered under Section 12(g) of the Act:

 

Common Stock, $0.0001 par value per share

(Title of class)

Indicate by 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 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). x  Yes    o  No

Indicate by check mark whether the registrant is an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

 

As of March 21, 2014, there were 10,145,000 shares of voting stock of the registrant issued and outstanding.

 

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 PART I – FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

Enhance-Your-Reputation.com, Inc.

(f/k/a) M Street Gallery, Inc.

(A Development Stage Company)

Condensed Balance Sheets

 

 

 

					January 31, 2014 Unaudited		April 30, 2013
CURRENT ASSETS
	Cash and cash equivalents				$ 67,252		$ 164
	Prepaid expenses				500		-
		TOTAL CURRENT ASSETS			67,752		164
		TOTAL ASSETS			$ 67,752		$ 164
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts Payable and Accrued Expenses				$ 3,000		$ 67,974
		TOTAL CURRENT LIABILITIES			3,000		67,974
		TOTAL LIABILITIES			3,000		67,974
STOCKHOLDERS' EQUITY (DEFICIT)
	Common stock, $0.0001 par value, 50,000,000
	shares authorized,  10,145,000 and 2,645,000
	shares issued and outstanding at January 31, 2014
	and April 30, 2013, respectively				1,014		264
	Common stock to be issued				80,000		-
	Additional paid-in capital				120,670		26,636
	Deficit accumulated during the development stage				(136,932)		(94,710)
		Total Stockholders' Equity (Deficit)			64,752		(67,810)
		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)			$ 67,752		$ 164

See accompanying notes to condensed financial statements.

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Enhance-Your-Reputation.com, Inc.    

(f/k/a M Street Gallery, Inc.)  

(A Development Stage Company)  

Condensed Statements of Operations   

Unaudited  

See accompanying notes to condensed financial statements.

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Enhance-Your-Reutation.com, Inc.

(f/k/a M Street Gallery, Inc.)

(A Development Stage Company)

Condensed Statements of Stockholders' Equity (Deficit)

 For the Period from March 11, 2011 (Commencement of Development Stage) to January 31, 2014

Unaudited

See accompanying notes to condensed financial statements.

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Enhance-Your-Reputation.com, Inc.  

(f/k/a M Street Gallery, Inc.)

(A Development Stage Company)

Condensed Statements of Cash Flows

					Unaudited
					Nine Months Ended January 31
					2014		2013		From Commencement of Development Stage on March 11, 2011 Through January 31 2015
OPERATING ACTIVITIES
	Net (loss)				$ (42,222)		$ (39,765)		$ (136,932)
	Adjustments to reconcile net (loss) to
	net cash used by operating activities:
	Changes in operating assets
	and liabilities:
		Increase in prepaid expenses			(500)		-		(500)
		Increase in accounts
		payable and accrued expenses			5,026		28,250		73,000
			Net Cash Used by
			Operating Activities		(37,696)		(11,515)		(64,432)
FINANCING ACTIVITIES
		Proceeds from sale of common stock			87,500		-		102,250
		Capital contributions from officers			17,284		10,650		29,434
			Net Cash Provided by
			Financing Activities		104,784		10,650		131,684
		NET INCREASE (DECREASE) IN CASH			67,088		(865)		67,252
		CASH AT BEGINNING
		OF PERIOD			164		1,074		-
		CASH AT END OF PERIOD			$ 67,252		$ 209		$ 67,252
		SUPPLEMENTAL CASH FLOW INFORMATION:
		NON-CASH FINANCING ACTIVITY -
		Cash paid for interest			-		-		-
		Cash paid for taxes			-		-		-
		Accrued officer compensation forgiven
		and donated as contributed capital			$ 70,000		-		$ 70,000

See accompanying notes to condensed financial statements.

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ENHANCE-YOUR-REPUTATION.com, INC.

(f/k/a M STREET GALLERY, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JANUARY 31, 2014

(UNAUDITED)

NOTE 1 – INTERIM UNAUDITED FINANCIAL STATEMENTS

The balance sheet of Enhance-Your-Reputation.com, Inc. (the “Company”) as of January 31, 2014, and the statements of operations and cash flows for the three and nine months then ended, and the statement of stockholders’ equity from inception (March 11, 2011) to January 31, 2014, have not been audited. However, in the opinion of management, such information includes all adjustments (consisting only of normal recurring adjustments) which are necessary to properly reflect the financial position of the Company as of January 31, 2014, and the results of its operations and cash flows for the three and nine months ended, and its changes in stockholders’ equity from inception (March 11, 2011) to January 31, 2014.

Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading and in conformity with the rules of the Securities and Exchange Commission. Interim period results are not necessarily indicative of the results to be achieved for an entire year. These financial statements should be read in conjunction with the financial statements and notes to financial statements included in the Company’s financial statements as filed on Form 10-K for the fiscal year ended April 30, 2013.

NOTE 2 – COMPANY BACKGROUND AND ORGANIZATION

Enhance-Your-Reputation.Com, Inc., (the Company), was incorporated on March 11, 2011, under the laws of the State of Florida.  On September 25, 2013 the Company changed its name to its current name, Enhance-Your-Reputation.Com, Inc. We were incorporated for the purpose of providing an online marketplace for artwork created by German artist Reinhold Mackenroth on the internet. Unfortunately, sales did not materialize as expected, and as such, we decided to  transition our  operations by going into the reputation management and enhancement business. As a result of such things as Ripoffreport.com and other negative reporting sites on the internet, the enhancement and correction of online reputations is a growing business which we believe will continue to grow. A quick search on Google reveals that numerous companies have sprung up on line to repair reputations. Most of the time, the goal is to create branded domains or have other information posted on search engines which push the bad reports down to either the second or third page on the search engine. Historically, when doing background checks on the web, most do not go beyond the first page. The Company retained a web designer and its web site “Enhance-Your-Repuation.Com” is now operational. The Company may look to acquire similar businesses and intends to advertise to promote its business. We also intend to hire one or more sales representatives whose job will be to search the web for negative reporting on individuals and businesses and then contact them and offer our services. In addition, the Company is actively seeking investors to help grow its business.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  

Basis of Presentation – Development Stage Company

The Company is a development stage company as defined by ASC 915-10, “Development Stage Entities”. All losses accumulated since inception have been considered as part of the Company’s development stage activities. The Company has not earned any significant revenue from operations.

Among the disclosures required for development stage companies’ is that the 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.

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 an April 30 fiscal year end.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company’s cash balance as of January 31, 2014 totaled $67,252.

Fair Value of Financial Instruments

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The Company’s financial instruments consist of cash and cash equivalents and accounts payable and accrued expenses. The carrying amounts of the Company’s financial instruments approximate fair value because of the short term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect those estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments.

Income Taxes

In accordance with ASC 740, deferred income taxes and benefits will be provided for the results of operations of the Company.  The tax effects of temporary differences and carry-forwards that give rise to significant portion of deferred tax assets and liabilities will be recognized as appropriate.  

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, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The company recognizes revenue when (a) pervasive evidence of an arrangement exists (b) products are delivered or services have been rendered (c) the sales price is fixed or determinable, and (d) collection is reasonably assured.

Stock Based Compensation

Stock based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common stock by the weighted average number of shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of January 31, 2014 there were 8,000,000 unissued shares not used to calculate the diluted weighted average number of shares due to their anti-dilutive effect on earnings per share.

Recent Accounting Pronouncements

The Company 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 flows.

NOTE 4 - Stockholders’ Equity, sales of common stock, and contributed capital transactions

In March 2011, the Company sold 2,500,000 shares of their restricted common stock to the President and Founder of the company for $250.

In March 2011, the Company sold 91,000 shares of their restricted common stock, under Regulation S of the Securities Act of 1933, as amended, for the above issuances to non US citizens or residents. The shares were offered at a per share price of $.10, for an aggregate sum of $9,100.

In April, 2011, Pursuant to Rule 505 of Regulation D of the Securities Act of 1933, as amended, the company sold 54,000 shares of restricted common stock for $5,400.

In May, 2011, $1,500 in legal costs associated with the registration was paid for by a principal stockholder as a gift to the company, and thus was accounted for as contributed capital.

Throughout the 2013 fiscal year, the company received a total of $10,650 from its president, at no cost to the company, and is accounted for as a contribution of capital.

In May 2013, the Company received a total of $1,700 from its president, at no cost to the company, and is accounted for as contribution of capital.

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On September 27, 2013, the Company received $750 from its new President in exchange for 7,500,000 common shares sold at $0.001 per share.

During the three month period ended October 31, 2013, the Company’s former President forgave $70,000 of accrued compensation as a contribution of capital.

During the three month period ended October 31, 2013, both the Company’s former and successor Presidents’ personally paid in the aggregate $22,284 of the Company’s obligations which consisted primarily of auditor, legal, and transfer agent fees. These transactions were accounted for as capital contributions.

On November 18, 2013, the Company received $80,000 in exchange for the sale of 8,000,000 shares of restricted common stock at $0.01 per share. As of January 31, 2014, none of the 8,000,000 shares were issued.  

During the three month period ended January 31, 2014, the Company’s former President personally paid $1,750 of the Company’s obligation to its auditor. The transaction was accounted for as a capital contribution.  

NOTE 5 - Related Party Transactions

The Company’s sole officer is not currently receiving any compensation for his services.

Commencing November 1, 2011 the Company’s former CEO and President, Mr. Mackenroth, was to receive a salary of $40,000 per year. This compensation was to be deferred until funds were available. In September 2013, the former officer sold his common stock to the Company’s current CEO and President and forgave $70,000 of accrued compensation that was owed to him as a capital contribution to the Company.

On September 27, 2013, the Company’s new CEO/President purchased 7,500,000 common shares at $0.001 per share for $750.

During the three month period ended October 31, 2013, both the Company’s former and successor Presidents’ personally paid in the aggregate $22,284 of the Company’s obligations which consisted primarily of auditor, legal, and transfer agent fees. These transactions were accounted for as capital contributions.

During the three month period ended January 31, 2014, the Company’s former President personally paid $1,750 of the Company’s obligation to its auditor. The transaction was accounted for as a capital contribution.  

 

NOTE 6 – Income Taxes

In September 2013, the Company’s sole shareholder/President sold 100% of his common stock to the Company’s new President. Pursuant to Internal Revenue Service (IRS) Code Section 382, an ownership change of greater than 50% triggers certain limits to the corporation’s right to use its net operating loss (NOL) carryovers each year thereafter to an annual percentage of the fair market value of the corporation at the time of the ownership change.

The Company is in the process of determining the extent of which the ownership change will have on its ability to utilize the NOL’s it incurred prior to the ownership change.

No deferred tax asset has been reported in the financial statements because the Company believes there is a 50% or greater chance that its NOL’s will expire unused. Accordingly, the potential tax benefits of the NOL carryforwards are offset by a valuation allowance of the same amount.

NOTE 7 – Subsequent Events

The Company has evaluated subsequent events through the date of the issuance of the financial statements and has determined that there are no items to disclose.

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ITEM 2.	MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed  financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our April 30, 2013 Annual Report on Form 10-K.

 

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our estimates of our financial results and our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

 

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in our expectations.

 

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the Securities and Exchange Commission (the “SEC”) with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

 

As used herein, the “Company,” “our,” “we,” or “us” and similar terms refers to Enhance-Your-Reputation.com, Inc. unless the context indicates otherwise.

 

DESCRIPTION OF BUSINESS

 Enhance-Your-Reputation.Com, Inc., (the Company), was incorporated on March 11, 2011, under the laws of the State of Florida.  On September 25, 2013 the Company changed its name to its current name Enhance-Your-Reputation.Com, Inc. We were incorporated for the purpose of providing an online marketplace for artwork created by German artist Reinhold Mackenroth on the internet. Unfortunately, sales did not materialize as expected, and as such, we decided to  transition our  operations by going into the reputation management and enhancement business.  As a result of such things as Ripoffreport.com and other negative reporting sites on the internet, the enhancement and correction of online reputations is a growing business which we believe will continue to grow. A quick search on Google reveals that numerous companies have sprung up on line to repair reputations. Most of the time, the goal is to create branded domains or have other information posted on search engines which push the bad reports down to either the second or third page on the search engine. Historically, when doing background checks on the web, most do not go beyond the first page. The Company retained a web designer and its web site “Enhance-Your-Repuation.Com” is now operational. In addition, we entered into a Consulting Service Agreement to further our business and have signed up two clients to help repair their reputations. The Company may look to acquire similar businesses and intends to advertise to promote its business. We also may hire sales representatives whose job will be to search the web for negative reporting on individuals and businesses and then contact them and offer our services. In addition, the Company is actively seeking investors to help grow its business.

Comparison of Operating Results for the Three Months Ended January 31, 2014 to the Three Months Ended January 31, 2013:

Revenues

 

For the three months ended January 31, 2014 we had $2,000 in revenues as compared to no revenues for the three months ended January 31, 2013. The Company entered into two service agreement contracts in the quarter ended January 31, 2014 that generated $2,000 of revenues whereas no revenue generating transactions occurred in the quarter ended January 31, 2013.  

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Operating Expenses

For the three months ended January 31, 2014, we had operating expenses of $18,258, consisting primarily of legal fees, accounting and auditor fees as well as other general and administrative expenses. For the three months ended January 31, 2013, we had operating expenses of $12,195, consisting primarily of $10,000 of accrued officer compensation and $2,195 of other general and administrative expenses. The Company discontinued accruing officer compensation of $10,000 per quarter as of August 1, 2013 due to limited business activity.

Net Loss

Our Net Loss for the three months ended January 31, 2014 was $16,258, consisting of the operating expenses referred to in the preceding paragraph. Our Net Loss for the three months ended January 31, 2013 was $12,195, consisting of the operating expenses referred to in the preceding paragraph. The net loss per share was $0.00 for the three months ended January 31, 2014 and 2013, respectively.

Comparison of Operating Results for the Nine Months Ended January 31, 2014 to the Nine Months Ended January 31, 2013:

Revenues

 

For the nine months ended January 31, 2014, we had revenues of $2,000 as compared to no revenues for the nine months ended January 31, 2013. The Company entered into two service agreement contracts in the nine month period ended January 31, 2014 whereas no revenue generating transactions occurred in the nine month period ended January 31, 2013.  

Operating Expenses

For the nine months ended January 31, 2014, we had operating expenses of $44,222 consisting primarily of  $10,000 of accrued officer compensation and $34,222 of legal fees, accounting and auditor fees and other general and administrative expenses.  For the nine months ended January 31, 2013, we had operating expenses of $39,765, consisting primarily of $30,000 of accrued officer compensation and $9,765 of general and administrative expenses the majority of which were for auditor, legal, and transfer agent fees. The Company discontinued accruing officer compensation of $10,000 per quarter as of August 1, 2013 due to limited business activity.

Net Loss

Our Net Loss for the nine months ended January 31, 2014 was $44,222, consisting of $2,000 of revenues less the $44,222 of operating expenses referred to in the preceding paragraph. Our Net Loss for the nine months ended January 31, 2013 was $39,765 consisting of the operating expenses referred to in the preceding paragraph. The net loss per share was $0.01 and $0.02 for the nine months ended January 31, 2014 and 2013, respectively.

Liquidity and Working Capital:

At January 31, 2014 our current assets (and total assets)   totaled $67,752, most of which was cash of $67,252, as compared to current assets of $164 (all cash) at April 30, 2013. The increase in cash is primarily attributable to $87,500 of cash generated by sales of common stock and $17,284 of capital contributions from officers reduced by net cash used by operating activities of $37,196.  

At January 31, 2014, our current liabilities (and total liabilities) were $3,000 and consisted of accounts payable and accrued expenses, as compared to $67,974 as of April 30, 2013. The April 30, 2013 current liabilities included accrued officer compensation of $60,000 and the balance was primarily for professional fees. The decrease in current liabilities is primarily the result of the officer forgiving the $60,000 liability and gifting the entire balance to the Company as contributed capital.

Our net working capital at January 31, 2014 was $64,752 as compared to a working capital deficit of $67,810 at April 30, 2013. The increase in net working capital is primarily attributable to the increase in cash and decrease in current liabilities explained in the two previous paragraphs.

Off-Balance Sheet Arrangements

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial position, operating results, liquidity, capital expenditures of capital resources.

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ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for a smaller reporting company.

ITEM 4.        CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

 

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, 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, 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. The design of any system of controls 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. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of  January 31, 2014 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in internal controls

 

Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the nine month period ended January 31, 2014.  Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the  nine months ended January 31, 2014 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

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PART II -     OTHER INFORMATION

ITEM 1.         LEGAL PROCEEDINGS

There are not presently any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

ITEM 1A.       RISK FACTORS

Not applicable for a smaller reporting company.

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.	DEFAULTS IN SENIOR SECURITIES

None

ITEM 4.	MINE SAFETY DISCLOSURE

None

ITEM 5	OTHER INFORMATION

None

ITEM 6.	EXHIBITS

(a)  The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are incorporated herein by reference, as follows:

 

Exhibit No.		Description
31.1    *		Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1    *		Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

 

* Filed herewith

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SIGNATURES

In accord with Section 13 or 15(d) of the Securities Act of 1933, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

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