EARTH LIFE SCIENCES INC - Quarter Report: 2012 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
X .QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
.TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from ___ to ___
001-31444
(Commission File Number)
[LOGO OF CANDIAN TACTICAL TRAINING ACADEMY INC.]
(Exact name of registrant as specified in its charter)
CANADIAN TACTICAL TRAINING ACADEMY INC.
(Name of small business issuer in its charter)
NEVADA | 98-0361119 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
7000 Chemin Cote de Liesse, Suite 8 Montreal, Quebec Canada H4T 1E7
(Address of principal executive offices) (Zip Code)
(514) 373-8411
Issuer's telephone number
Former name, former address and former fiscal year, if changed since last report: N/A
Check whether the registrant (1) filed all reports required to be filed by sections 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 .
Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | . (Do not check if a smaller reporting company) | Smaller reporting company | X . |
Check whether the registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes . No X .
State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date:
As of June 30, 2012 the registrants outstanding common stock consisted of 250,828,633 shares.
Item 1.
Financial Statements
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)
2
ALTUS EXPLORATIONS, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
| June 30, |
| December 31, | ||
| 2012 |
| 2011 | ||
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ASSETS |
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Current assets: |
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Cash | $ | 5,889 |
| $ | 9,221 |
Accounts receivable |
| 11,415 |
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| 2,297 |
Sales tax receivable |
| 13,614 |
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| 13,423 |
Loans receivable (Note 2) |
| 62,726 |
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| 24,098 |
Total current assets |
| 93,644 |
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| 49,039 |
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Equipment, net |
| 1,157 |
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| 1,753 |
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| $ | 94,801 |
| $ | 50,792 |
LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current liabilities: |
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Bank overdraft | $ | - |
| $ | - |
Accounts payable and accrued liabilities (Note 2) |
| 205,375 |
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| 222,770 |
Convertible loans (Note 3) |
| 62,472 |
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| 62,472 |
Loans payable (Note 2) |
| 397,909 |
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| 259,254 |
Subscriptions received in advance (Note 4) |
| 20,000 |
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| 20,000 |
Total liabilities |
| 685,755 |
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| 564,496 |
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Stockholders' Deficit |
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Common stock, $0.001 par value, 450,000,000 shares authorized; 250,828,633 shares issued and outstanding June 30,2012 |
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202,328,633- December 31,2011 |
| 202,329 |
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| 202,329 |
Additional paid in capital |
| 5,980,431 |
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| 5,980,431 |
Deficit |
| (6,239,098) |
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| (6,239,098) |
Deficit accumulated during the development stage |
| (534,616) |
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| (457,366) |
Total stockholders' deficit |
| (590,954) |
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| (513,704) |
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| $ | 94,801 |
| $ | 50,792 |
The accompanying notes are an integral part of these financial statements
3
ALTUS EXPLORATIONS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
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| For the period | |
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| from | |
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| January 1, 2007 | |
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| (date of inception | |
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| of the development | |
| Three months ended June 30, |
| Six month period ended June 30, |
| stage) to | |||||||||
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| June 30,2012 | |||||
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REVENUE |
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Sales | $ | 29,809 |
| $ | 11,700 |
| $ | 38,612 |
| $ | 12,605 |
| $ | 64,403 |
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OPERATING EXPENSES |
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Amortization |
| 299 |
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| 318 |
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| 601 |
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| 625 |
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| 3,673 |
Interest expense (Note 3) |
| 7,326 |
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| 2,016 |
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| 9,722 |
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| 3,864 |
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| 61,862 |
General and administrative |
| 72,438 |
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| 64,681 |
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| 106,785 |
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| 95,941 |
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| 563,503 |
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TOTAL OPERATING EXPENSES |
| 80,063 |
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| 67,015 |
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| 117,108 |
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| 100,430 |
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| 629,038 |
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OTHER ITEMS |
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Unrealized foreign exchange gain (loss) |
| 7,286 |
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| (670) |
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| 1,246 |
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| (4,685) |
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| 6,949 |
Gain on foregiveness of debt |
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| 23,081 |
Realized loss |
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| (82) |
Interest income |
| - |
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| - |
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| - |
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| - |
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| 70 |
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TOTAL OTHER ITEMS |
| 7,286 |
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| (670) |
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| 1,246 |
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| (4,685) |
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| 30,018 |
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NET LOSS | $ | (42,968) |
| $ | (55,985) |
| $ | (77,250) |
| $ | (92,510) |
| $ | (534,617) |
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Net loss per share: |
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Basic and diluted | $ | (0.0002) |
| $ | (0.0003) |
| $ | (0.0004) |
| $ | (0.00) |
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Weighted average shares outstanding: |
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Basic |
| 202,328,633 |
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| 202,328,633 |
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| 202,328,633 |
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| 202,328,633 |
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The accompanying notes are an integral part of these financial statements
4
ALTUS EXPLORATIONS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
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| For the period from | |
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| January 1, 2007 (date of | |
| Six month period |
| Six month period |
| inception of the | |||
| ended June 30, |
| ended June 30, |
| development stage) to | |||
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| 2012 |
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| 2011 |
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| 30-Jun-12 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss | $ | (77,250) |
| $ | (92,510) |
| $ | (534,616) |
Non-cash items: |
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Amortization |
| 601 |
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| 625 |
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| 6,038 |
Unrealized loss on foreign exchange conversion |
| 1,246 |
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| 4,685 |
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| (7,636) |
Gain on settlement of debt |
| - |
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| - |
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| (23,081) |
Accrued interest on convertible loans |
| 3,717 |
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| 3,864 |
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| 53,507 |
Changes in non-cash operating working capital items: |
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Receivables |
| 47,937 |
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| 23,804 |
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| 67,944 |
Accounts payable and accrued liabilities |
| 118,783 |
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| 109,119 |
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| 554,958 |
Cash flows provided by (used in) operating activities |
| 3,332 |
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| 1,979 |
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| (18,774) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of equpment |
| - |
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| - |
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| (1,397) |
Cash flows used in investing activities |
| - |
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| - |
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| (1,397) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Convertible loans & debentures |
| - |
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| - |
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| 1,000 |
Subscriptions received in advance |
| - |
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| - |
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| 20,000 |
Cash flows provided by financing activities |
| - |
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| - |
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| 21,000 |
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Change in cash |
| 3,332 |
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| 1,979 |
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| 829 |
Cash, beginning |
| 9,221 |
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| 2,927 |
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| 5,060 |
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Cash, ending | $ | 5,889 |
| $ | 4,906 |
| $ | 5,889 |
5
NOTE 1 NATURE OF BUSINESS
Nature of Business
Altus Explorations, Inc. (the "Company") was incorporated in the state of Nevada on November 2, 2001. The Company is currently seeking a new business venture.
On October 1, 2010, Altus entered into a Share Exchange Agreement (the "Agreement") with UWD Unitas World Development Inc. ("UWD"), a privately held Canadian incorporated company. Pursuant to the Agreement, Altus issued 80,000,000 shares of common stock for the acquisition of 450 shares of common stock of The Canadian Tactical Training Academy Inc., representing 100% of the issued and outstanding shares of common stock, which were held by UWD. Further, Altus changed its name to Canadian Tactical Training Academy Inc. and increased the authorized share capital from 40,000,000 to 250,000,000 shares of common stock and then further from 250,000,000 to 450,000,000. The Company assumed the business Canadian Tactical Training Academy Inc., which is the training of law enforcement, security, investigation and protection for officers and individuals.
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2010 included in the Company's Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.
Management has evaluated events occurring between the end of the three months period ended June 30, 2012 to the date when the financial statements were issued.
NOTES 2 - DUE TO RELATED PARTIES
At June 30, 2012, the Company had received advances from significant shareholders totalling $140,111 (Dec.31, 2011- $134,627). These loans are unsecured and non interest bearing and have not set terms for repayment.
At June 30, 2012, the Company had made loans to significant shareholders of $62,726 (Dec.31 2011- $15,044). This loan is unsecured and non interest bearing and has not set terms for repayment.
At June 30, 2012, the company had accounts payable of $73,087 to a significant shareholder (Dec.31, 2011-$95,421). This loan is unsecured and non interest bearing.
All related party transactions are measured at the exchange amount which is determined by management to approximate their fair value.
NOTE 3 CONVERTIBLE LOANS
At June 30, 2012, the Company had received advances totalling $62,472 (December 31, 2011 - $62,472). On March 8, 2007, the Company entered into Convertible Loan Agreements (the Loans) with the shareholders whose Loans matured on December 31, 2007 and required payment of all outstanding principal and interest in full on January 2, 2008.
The Loans interest rates are 12% per annum payable in arrears upon the maturity of the Loans. The Company accrued interest of $3,718 (2011 - $3,718) on the loans during the six months ended June 30, 2012.
The Loans are convertible at the shareholders option into common stock at the lower of ten day average common share price immediately preceding the date of the Loans or the ten day average common share price immediately preceding the date that a Lender provides Notice of Conversion to the Company, but in no circumstance at a conversion rate of less than $0.001 per common share. The Loans are secured by the assets of the Company, and provide that in the occurrence of certain events the Loans maturities are accelerated. The Company may prepay the Loans at anytime without penalty or bonus.
6
The ten day average share price immediately preceding the date of the loan was equal to the share price on the agreement date. The conversion feature had no intrinsic value and accordingly no beneficial conversion feature was recorded.
As at June 30, 2012, the Company has not repaid the Loans, nor have the shareholders provided a Notice of Conversion to the Company.
NOTE 4 COMMON STOCK
The Company entered into a subscription agreement for the issuance of 2,000,000 common shares at a price of $0.005 per share in December 2007 and received $10,000 in advance. During the year ended December 31, 2008, the Company received an additional $10,000 in advance for the issuance of an additional 2,000,000 common shares at a price of $0.005 per share. These shares have not been issued.
NOTE 5 - SUBSEQUENT EVENTS
7
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operation
Results of Operations
Three Months Ended June 30, 2012 and 2011
Our net loss for the three months ended June 30, 2012 totalled $42,968. This compares with our net loss of $55,985 for the three months ended June 30, 2011. General and administrative expenses for the three months ended June 30, 2012 and 2011 were $72,438 and $64,681, respectively. The interest expense was incurred due to advances made in the amount of $62,472. The Company entered into Convertible Loan Agreements (the Loans) with these lenders whose Loans matured on December 31, 2007 and required payment of all outstanding principal and interest in full on January 2, 2008. Interest rates are 12% per annum payable in arrears upon the maturity of the Loans. The lenders agreed to forego interest that accrued during 2006, and provided for interest on the outstanding Loan balances to commence January 1, 2007. The Company accrued interest total of $25,433 on the Loans as at June 30, 2011. As of June 30, 2011 and the date of this report, the Company has not repaid the Loans, nor has the lender provided a Notice of Conversion to the Company. The Company is in negotiations with the lender to settle the Loans.
The Company had revenues for the quarter ended June 30, 2012 of $29,809.
January 1, 2007 to June 30, 2012
The net loss for the period from January 1, 2007 to June 30, 2012 being the development stage totalled $534,617. We incurred $61,862 of the total net loss due to interest expense on convertible loans. Amortization costs for the period were $3,673.
Revenues from January 1, 2007 to June 30, 2012 are $64,403.
Liquidity and Capital Resources
The Company is planning to expand its operations into Applied Security Technologies which will complement its training business. Research and development activities require substantial. If we are unsuccessful in obtaining financing and fail to achieve and sustain a profitable level of operations, we may be unable to fully implement our business plans or continue operations. Future financing through equity, debt or other sources could result in the dilution of Company equity, increase our liabilities, and/or restrict the future availability and use of cash resources. Additionally, there can be no assurance that adequate financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to execute our business plans, and will be required to scale back the pace and magnitude of our oil and gas prospects drilling and development initiatives. We also may not be able to meet our vendor and service provider obligations as they become due. In such event, we will be forced to cease our operations.
Future Operations
Cash Requirements
For the twelve month period ending December 31, 2012, we project cash requirements of approximately $200,000 as we continue to restructure our activities.
Our estimated funding needs for the next twelve months are summarized below:
Estimated Funding Required During the Twelve Month Period Ending December 31, 2012
Operating, general and administrative costs |
| $ | 250,000 |
Revenue |
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| 50,000 |
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TOTAL |
| $ | 200,000 |
PRODUCT RESEARCH AND DEVELOPMENT
Our business plan is focused on continued international training of law enforcement officers and research and development activities into applied security technology devices.
8
The Canadian Tactical Training Academy is an educational organization devoted to the training of Law Enforcement, security, investigation, protection officers and all those who dedicate themselves to maintaining peace. The Academy also provides tailored security and safety-oriented civilian training at both the individual and/or corporate levels. We offer recognized tactical training programs of the highest level, as well as specialized programs for the fields of Intelligence and Investigation, Executive Protection and both Public and Private Security and Safety. Above and beyond the quality of its training programs, the strength of an academy resides in the competency and capabilities of its instructors. Our instructors are very carefully selected and have proven their superior skills in both the field and classroom before they are entrusted the guidance and professional development of our students. Our Mission is to facilitate professional training and operational objectives by offering the tools and guidance required to enhance careers and ensure the survival of its participants. CTTA offers specialized programs such as: Executive Protection, Investigation and Surveillance, Rapid Integrated Survival Kombat (RISK) System, Tactical Firearms, Handcuffing, Airport and Airline Security (IATA and ICAO standards), Ports Facilities and Maritime Security (ISPS Code), Basic SWAT Techniques, Corporate Safety Awareness, and much more. Our civilian training programs are recognized by numerous notable corporations, and our instructors are proud members of several prestigious law enforcement and security associations.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the next 12 months.
Employees
Currently we have no full-time or part-time employees. We utilize short term contractors as necessary. Our directors and officers provide services on a month to month basis pursuant to oral arrangements, but have not signed employment or consulting agreements with us. We do not expect any material changes in the number of employees over the next 12 month period. We may enter formal written service agreements with our directors and officers in the future. We expect to continue to outsource contract employment as needed. Depending on the level of success of our exploration and development initiatives, we may retain full- or part-time employees in the future.
Going Concern
The accompanying financial statements have been prepared assuming we will continue as a going concern. We incurred a net loss of $42,968 for the quarter ended June 30, 2012 and a net loss of $55,985 for the same period in 2011.
There are no assurances that we will be able, over the next twelve months, to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings, bank financing or shareholder advances necessary to support Canadian Tactical Training Academy Inc.'s working capital requirements. To the extent that funds generated from operations and any private placements, public offerings or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to Canadian Tactical Training Academy Inc. If adequate working capital is not available, Canadian Tactical Training Academy Inc. may be required to cease its operations.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These conditions raise substantial doubt about our ability to continue as a going concern. There are no definitive agreements or arrangements for future funding.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our balance sheet, the statements of operations and stockholders' equity, and the cash flows statements included elsewhere in this filing.
9
Item 4(T). Controls and Procedures
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Principal Executive Officer who is also our Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
As of September 30, 2010, management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives; (2) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Principal Financial Officer in connection with the audit of our financial statements as of December 31, 2009 and communicated the matters to our management.
Management believes that the material weaknesses set forth in items (1), (2) and (3) above did not have an effect on the Company's financial results.
We are committed to improving our financial organization. As part of this commitment, we will i) create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company ii) preparing and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. This annual report does not include an attestation report of the Company's registered accounting firm regarding internal control over financial reporting.
Management's report is not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.
10.1
Share Exchange Agreement
31.1
Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934
32.1
Section 1350 Certification of the Principal Executive Officer and Principal Financial Officer
10
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 2, 2014 | CANADIAN TACTICAL TRAINING ACADEMY |
| (Registrant) |
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| By: /s/ Jocelyn Moisan |
| Jocelyn Moisan |
| President |
11