Green Stream Holdings Inc. - Quarter Report: 2008 October (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
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þ
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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:
October
31, 2008
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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For the
transition period from: _____________ to _____________
FORD SPOLETI HOLDINGS,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-1437476
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20-1144153
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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248 RT. 25A; SUITE 73, EAST SETAUKET
NY 11733
(Address
of Principal Executive Office) (Zip Code)
(631) 246-8184
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last
report)
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. þ Yes ¨ 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
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¨
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Accelerated
filer
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¨
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|
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Non-accelerated
filer
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¨
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Smaller
reporting company
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þ
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). ¨ Yes þ No
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
As of
February 28, 2009 there were 31,500,000 shares of common stock
outstanding.
PART
I – FINANCIAL INFORMATION
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Item
1.
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Financial
Statements.
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FORD-SPOLETI
HOLDINGS, INC.
Consolidated
Balance Sheets
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October 31,
2008
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April 30,
2008
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|||||||
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(Unaudited)
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||||||||
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ASSETS
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||||||||
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CURRENT
ASSETS:
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||||||||
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Cash
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$ | 100 | $ | 55,274 | ||||
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Receivables
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- | 475,000 | ||||||
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Due
from related party
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- | 1,347 | ||||||
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Total
Current Assets
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- | 531,621 | ||||||
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TOTAL
ASSETS
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$ | 100 | $ | 531,621 | ||||
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LIABILITIES
AND STOCKHOLDERS’ DEFICIT
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||||||||
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CURRENT
LIABILITIES:
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||||||||
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Accounts
payable and accrued expenses
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$ | 818,505 | $ | 768,662 | ||||
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Notes
payable
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238,860 | 80,000 | ||||||
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Notes
payable – officer
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- | 435,146 | ||||||
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Minority
interest payable
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66,905 | - | ||||||
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Total
Current Liabilities
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1,124,270 | 1,283,808 | ||||||
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Minority
interest
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- | 66,905 | ||||||
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Total
Liabilities
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1,124,270 | 1,350,713 | ||||||
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STOCKHOLDERS’
DEFICIT:
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||||||||
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Preferred
stock at $0.0001 par value; 10,000,000 shares authorized
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||||||||
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Series
A Preferred stock at $0.0001 par value; 2,000,000 shares designated; none
issued or outstanding
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- | - | ||||||
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Series
B Convertible Preferred stock at $0.001 par value; 2,000,000 shares issued
and outstanding
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2,000 | 2,000 | ||||||
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Common
stock at $0.001 par value; 300,000,000 shares authorized; 31,500,000 and
31,450,000 shares issued and outstanding, respectively
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31,500 | 31,450 | ||||||
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Additional
paid-in capital
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323,778 | 318,828 | ||||||
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Accumulated
deficit
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(1,481,170 | ) | (1,171,092 | ) | ||||
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Less
treasury stock, 278,420 shares at par
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(278 | ) | (278 | ) | ||||
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Total
Stockholders’ Deficit
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(1,124,170 | ) | (819,092 | ) | ||||
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TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | 100 | $ | 531,621 | ||||
See
accompanying notes to the consolidated financial statements.
FORD-SPOLETI
HOLDINGS, INC.
Consolidated
Statements of Operations
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For
the Three Months Ended
October
31,
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||||||||
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2008
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2007
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|||||||
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Operating
expenses:
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||||||||
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Officers’
compensation
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$ | 18,000 | $ | 18,000 | ||||
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Selling,
general and administrative
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146,824 | 73,180 | ||||||
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Loss
from operations
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(164,824 | ) | (91,180 | ) | ||||
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Other
income (expense):
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||||||||
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Interest
expense, net
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(88,638 | ) | (26,772 | ) | ||||
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Equity
in gain of joint venture
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- | 56,166 | ||||||
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Gain
on sale of joint venture
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- | 705,729 | ||||||
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Total
other income (expense)
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(88,638 | ) | 735,123 | |||||
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Income
(loss) before minority interest
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(253,462 | ) | 643,943 | |||||
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Minority
interest
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- | 28,083 | ||||||
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Net
income (loss)
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$ | (253,462 | ) | $ | 672,026 | |||
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Net
income (loss) per common share – basic and diluted
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$ | (0.01 | ) | $ | 0.02 | |||
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Weighted
average number of common shares outstanding – basic and
diluted
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31,191,145 | 31,171,580 | ||||||
See
accompanying notes to the consolidated financial statements.
FORD-SPOLETI
HOLDINGS, INC.
Consolidated
Statements of Operations
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For
the Six Months Ended
October
31,
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||||||||
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2008
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2007
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Operating
expenses:
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||||||||
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Officers’
compensation
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$ | 36,000 | $ | 36,000 | ||||
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Selling,
general and administrative
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172,822 | 119,088 | ||||||
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Loss
from operations
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(208,822 | ) | (155,088 | ) | ||||
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Other
income (expense):
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||||||||
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Interest
expense, net
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(101,256 | ) | (43,494 | ) | ||||
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Equity
in loss of joint venture
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- | (123,100 | ) | |||||
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Gain
on sale of joint venture
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- | 705,729 | ||||||
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Total
other income (expense)
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(101,256 | ) | 539,135 | |||||
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Income
(loss) before minority interest
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(310,078 | ) | 384,047 | |||||
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Minority
interest
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- | (29,131 | ) | |||||
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Net
income (loss)
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$ | (310,078 | ) | $ | 354,916 | |||
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Net
income (loss) per common share – basic and diluted
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$ | (0.01 | ) | $ | 0.01 | |||
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Weighted
average number of common shares outstanding – basic and
diluted
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31,181,363 | 31,171,580 | ||||||
See
accompanying notes to the consolidated financial statements.
FORD-SPOLETI
HOLDINGS, INC.
Consolidated
Statements of Cash Flows
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For
the Six Months Ended
October
31,
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||||||||
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2008
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2007
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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||||||||
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Net
income ( loss)
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$ | (310,078 | ) | $ | 354,916 | |||
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Adjustments
to reconcile net income (loss) to net cash provided by operating
activities:
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||||||||
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Loss
from joint venture
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- | 123,100 | ||||||
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Gain
on sale of joint venture
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- | (705,729 | ) | |||||
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Stock
compensation
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5,000 | - | ||||||
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Minority
interest in loss of joint venture
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- | 29,131 | ||||||
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Changes
in assets and liabilities:
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||||||||
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Decrease
in receivables
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475,000 | 4,000 | ||||||
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Decrease
in due from related party
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1,347 | - | ||||||
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Decrease
in other assets
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- | 102,669 | ||||||
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Increase
in accounts payable and accrued expenses
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49,843 | 194,187 | ||||||
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Net
Cash Provided by Operating Activities
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221,112 | 102,274 | ||||||
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CASH
FLOWS FROM FINANCING ACTIVITIES
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||||||||
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Sale
of joint venture
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- | 101,055 | ||||||
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CASH
FLOWS FROM FINANCING ACTIVITIES
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||||||||
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Loans
from officer
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- | 5,000 | ||||||
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Repayments
to officer
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(216,286 | ) | (42,167 | ) | ||||
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Repayments
of loans
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(60,000 | ) | - | |||||
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Minority
interest
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- | 28,531 | ||||||
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Net
Cash Used in Financing Activities
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(276,286 | ) | (8,636 | ) | ||||
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NET
INCREASE (DECREASE) IN CASH
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(55,174 | ) | 194,693 | |||||
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CASH
AT BEGINNING OF PERIOD
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55,274 | 10,167 | ||||||
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CASH
AT END OF PERIOD
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$ | 100 | $ | 204,860 | ||||
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SUPPLEMENTAL
SCHEDULE OF CASH FLOW ACTIVITIES:
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||||||||
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Cash
Paid For:
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||||||||
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Interest
paid
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$ | - | $ | - | ||||
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Taxes
paid
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$ | - | $ | - | ||||
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NON-CASH
INVESTING AND FINANCING
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||||||||
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Receivable
from gain on sale of joint venture
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$ | - | $ | 475,000 | ||||
See
accompanying notes to the consolidated financial statements.
Ford-Spoleti Holdings,
Inc.
October
31, 2008 and 2007
Notes to
the Consolidated Financial Statements
(Unaudited)
Note
1 - ORGANIZATION AND OPERATIONS
Ford-Spoleti
Holdings Inc. (“FSH”) was incorporated under the laws of the State of Nevada on
April 12, 2004, for the purpose of among other things acquiring and renovating
real estate property.
On March
19, 2004, Spoleti Development, LLC (SD) was incorporated under the laws of the
State of New York. On April 12, 2004 SD became a 100% subsidiary of the
Company.
Ford-Spoleti
Holdings, Inc. entered into a co-ownership, joint venture and management
agreement on October 20, 2005, with 140 Belle Mead LLC (LLC).
140 Belle
Mead Joint Venture (“BMJV”) was formed by this agreement for the purpose of
acquiring and renovating an office building located at 140 North Belle Mead
Road, Setauket, New York (the “Property”). BMJV has a December 31, calendar year
end.
In
February, 2007, Ford-Spoleti Holdings, Inc. (“FSH”) entered into a joint venture
agreement with Future Five Inc. (“FFI”) as co-owners and tenants in common and
gave FFI a 5% interest in FSH’s interest in BMJV. The brother of the president
of the Company owns 100% of FFI.
On
February 6, 2007, Ford-Spoleti Holdings, Inc. (“FSH”) incorporated Annie’s
Enchanted Gardens, Inc. (“AEG”); a 100% owned New York State Corporation, for
the purpose of acquiring an existing business. At this time, AGE has not found a
business that to acquire.
Note
2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis
of Presentation
The
accompanying unaudited financial statements and related notes have been prepared
in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) for interim financial information, and with the rules
and regulations of the United States Securities and Exchange Commission (“SEC”)
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by U.S. GAAP for complete
financial statements. The unaudited interim consolidated financial
statements furnished reflect all adjustments (consisting of normal recurring
accruals) which are, in the opinion of management, necessary to a fair statement
of the results for the interim periods presented. Interim results are not
necessarily indicative of the results for the full fiscal year. These
financial statements should be read in conjunction with the financial statements
of the Company for the year ended April 30, 2008 and notes thereto contained in
the information filed as part of the Company’s Registration Statement on Form
10/A as filed with the SEC on February 19, 2009.
Basis
of Consolidation
The
Company’s consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
(“U.S. GAAP”).
The
consolidated financial statements include the accounts of Ford-Spoleti Holdings,
Inc. and all of its controlled subsidiaries. All significant inter-company
transactions and balances have been eliminated in consolidation.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and 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.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.
Income
Taxes
The
Company follows Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes”
(“SFAS No. 109”), which requires recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this method, deferred
tax assets and liabilities are based on the differences between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse. Deferred
tax assets are reduced by a valuation allowance to the extent management
concludes it is more likely than not that the assets will not be realized.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the
Consolidated Statements of Operations in the period that includes the enactment
date.
Fair
Value of Financial Instruments
The
Company follows Statement of Financial Accounting Standards No. 107 “Disclosures about Fair Value of
Financial Instruments” (“SFAS No. 107”) for its financial
instruments. The fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between willing
parties. The carrying amounts of financial assets and liabilities, such
as cash, accounts payable and accrued expenses and short-term borrowings
approximate their fair values because of the short maturity of these
instruments.
Net
Income (Loss) Per Common Share
Net
income (loss) per common share is computed pursuant to Statement of Financial
Accounting Standards No. 128 “Earnings Per Share” (“SFAS
No. 128”). Basic net income (loss) per share is computed by dividing net income
(loss) by the weighted average number of shares of common stock outstanding
during the period. Diluted net income (loss) per share is computed by
dividing net income (loss) by the weighted average number of shares of common
stock and potentially outstanding shares of common stock during each period.
There were no potentially dilutive shares outstanding as of October 31, 2008 and
2007.
Revenue
Recognition
The
Company recognizes revenue from its customers on a monthly basis, when per the
lease it supplies space in the property and the passage of time expires on a
monthly basis.
Recently
Issued Accounting Pronouncements
In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-8934 on June 26, 2008. Commencing with the Company’s Annual
Report for the year ending April 30, 2010, the Company is required to include a
report of management on the Company’s internal control over financial reporting.
The internal control report must include a statement of management’s
responsibility for establishing and maintaining adequate internal control over
financial reporting for the Company; of management’s assessment of the
effectiveness of the Company’s internal control over financial reporting as of
year end; of the framework used by management to evaluate the effectiveness of
the Company’s internal control over financial reporting. Furthermore, in the
following fiscal year, it is required to file the auditor’s attestation report
separately on the Company’s internal control over financial reporting on whether
it believes that the Company has maintained, in all material respects, effective
internal control over financial reporting.
In
December 2007, the FASB issued FASB Statement No. 141 (Revised 2007) “Business Combinations”
(“SFAS No. 141(R)”), which requires the Company to record fair value estimates
of contingent consideration and certain other potential liabilities during the
original purchase price allocation, expense acquisition costs as incurred and
does not permit certain restructuring activities previously allowed under
Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
purchase accounting. SFAS No. 141(R) applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008, except for the presentation and disclosure requirements, which shall
be applied retrospectively for all periods presented. The Company will adopt
this standard at the beginning of the Company’s fiscal year ending June 30, 2009
for all prospective business acquisitions. The Company has not determined the
effect that the adoption of SFAS No. 141(R) will have on its financial
statements.
In
December 2007, the FASB issued FASB Statement No. 160 “Non-controlling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS
No. 160”), which causes non-controlling interests in subsidiaries to be included
in the equity section of the balance sheet. SFAS No. 160 applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008, except for the presentation and disclosure requirements,
which shall be applied retrospectively for all periods presented. The
Company will adopt this standard at the beginning of the Company’s fiscal year
ending June 30, 2009 for all prospective business acquisitions. The
Company has not determined the effect that the adoption of SFAS No. 160 will
have on its consolidated financial statements.
In March
2008, the FASB issued FASB Statement No. 161 “Disclosures about Derivative
Instruments and Hedging Activities an amendment of FASB Statement No.
133” (“SFAS No. 161”), which changes the disclosure requirements for
derivative instruments and hedging activities. Pursuant to SFAS No.161, Entities
are required to provide enhanced disclosures about (a) how and why an entity
uses derivative instruments, (b) how derivative instruments and related hedged
items are accounted for under Statement 133 and its related interpretations, and
(c) how derivative instruments and related hedged items affect an entity’s
financial position, financial performance, and cash flows. SFAS No.
161 is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008 with early application encouraged.
SFAS No. 161 encourages but does not require disclosures for earlier periods
presented for comparative purposes at initial adoption. In years after initial
adoption, this Statement requires comparative disclosures only for periods
subsequent to initial adoption. The Company does not expect the adoption of SFAS
No. 161 to have a material impact on the financial results of the
Company.
Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying consolidated financial statements.
Note
3 - GOING CONCERN
As
reflected in the accompanying consolidated financial statements, the Company had
an accumulated deficit of $ 1,481,170 as of October 31, 2008 and had a loss from
operations of $310,078 for the six months ended October 31, 2008.
While the
Company is attempting to increase revenues, the Company’s cash position may not
be sufficient enough to support its daily operations. Management intends to
raise additional funds by way of a public or private offering. Management
believes that the actions presently being taken to further implement its
business plan and generate revenues provide the opportunity for the Company to
continue as a going concern. While the Company believes in the viability of its
strategy to increase revenues and in its ability to raise additional funds,
there can be no assurances to that effect. The ability of the Company to
continue as a going concern is dependent upon its ability to achieve profitable
operations or obtain adequate financing. The consolidated financial statements
do not include any adjustments related to the recoverability and classification
of recorded asset amounts or the amounts and classification of liabilities that
might be necessary should the Company be unable to continue in
existence.
Note
4 – NOTES PAYABLE
On
September 25, 2008, the officer of the Company assigned the remaining balance of
her notes of $218,860 to an independent third party. The note bears interest at
12% per annum, is secured by all of the assets of the Company, common stock held
by the sole officer, her spouse and companies owned by them and is guaranteed by
the officer’s spouse. The note with accrued interest is due in its entirety on
March 25, 2009.
Note
5 - STOCKHOLDERS’ DEFICIT
On
September 25, 2008 the Company issued 50,000 shares of its common stock for
services valued at $5,000.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
The
following discussion of our financial condition and results of operations should
be read together with the financial statements and related notes included in
this Report. This discussion contains forward-looking statements that
involve risks and uncertainties. Our actual results may differ
materially from those anticipated in those forward-looking statements as a
result of certain factors, including, but not limited to, those contained in the
discussion on forward-looking statements that follows this section.
OVERVIEW
We were
organized under the laws of the State of Nevada in April 2004. In April 2004, we
also formed our wholly owned subsidiary, Spoleti Development, LLC, a New York
LLC. We are engaged in acquiring, developing, operating and selling real estate
on Long Island, in New York State.
Results of
Operations
The
Company had no operating revenue for the three and six month periods ended
October 31, 2008 and no operating revenue in the comparable periods in
2007.
Operating
Expenses
Our
operating expenses consist of officer’s compensation, selling, general and
administrative (“SGA”) expenses. Operating expenses for the three month period
ended October 31, 2008 were $164,824 as compared to $91,180 for the same period
in 2007, an increase of 81%. The increase in operating expenses was
attributed to a large increase in SGA expenses related mostly to an increase in
professional fees. Operating expenses for the six month period ended October 31,
2008 were $208,822 as compared to $155,088 for the same period in 2007, an
increase of 35%. The increase in operating expenses was attributed to an
increase in SGA expenses.
Operating
Loss
In the
three month period ended October 31, 2008, our operating loss was $164,824 as
compared to a loss of $91,180 in the comparable period in 2007, an increase of
81%. This increase in our operating loss is attributable to the
increase in operating expenses during such period.
In the
six month period ended October 31, 2008, our operating loss was $208,822 as
compared to a loss of $155,088 in the comparable period in 2007, an
increase of 35%. This increase in our operating loss is attributable to the
increase in operating expenses during such period.
Other
Income (Expense)
Our other
income (expense) consists of interest expense, equity loss in the Company’s
joint ventures and gains from the sale of joint ventures. Other
income (expense) for the three month period ended October 31, 2008 was
$(88,638), as compared to other income of $735,123 in the comparable period in
2007, a decrease of $823,761. The decrease in other income is
attributable to a $705,729 gain on the sale of a joint venture during the 2007
period.
Other
income (expense) for the six month period ended October 31, 2008 was $(101,256),
as compared to other income of $539,135 in the comparable period in 2007, a
decrease of $640,391. The decrease in other income is attributable to
a $705,729 gain on the sale of a joint venture during the 2007
period.
Net
Income (Loss) and Net Income (Loss) Per Share
Net loss
for the three month period ended October 31, 2008 was $253,462 or $0.01 per
share as compared to net income of $672,026 or $0.02 per share in the comparable
period in 2007. Net loss for six month period ended October 31, 2008 was
$310,078 or $0.01 per share as compared to net income of $354,916 or $0.01 per
share in the comparable period in 2007.
Liquidity
and Capital Resources
As of
October 31, 2008, total current assets were $100, total current liabilities were
$1,124,270 and the Company had a cash balance of $100. We believe that our
existing cash will not be sufficient to support our operations for the next 12
months through the fourth quarter of 2009 and the Company will require
significant amounts of additional capital sooner than the third quarter of 2009.
We may seek to sell additional equity or debt securities or obtain a credit
facility. The sale of additional equity or convertible debt securities could
result in additional dilution to our stockholders. Incurring indebtedness would
result in an increase in our fixed obligations and could result in borrowing
covenants that would restrict our operations. There can be no assurance that
financing will be available in amounts or on terms acceptable to us, if at all.
If financing is not available when required or is not available on acceptable
terms, we may be unable to develop or enhance our products or services, or, we
may potentially not be able to continue business activities. Any of these events
could have a material and adverse effect on our business, results of operations
and financial condition.
Critical
Accounting Policies and Estimates
The
preparation of condensed consolidated financial statements in conformity with
the accounting principles generally accepted in the United States requires us to
make estimates and assumptions that affect reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities as the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. These estimates and assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances. Actual results could differ materially from
those estimates under different assumptions.
We
believe that the following accounting policies are the most critical to our
condensed financial statements since these policies require significant judgment
or involve complex estimates to the portrayal of our financial condition and
operating results:
o Revenue recognition
o Stock based compensation
Our
audited financial statements prepared as of April 30, 2008 contain further
discussions on our critical accounting policies and estimates.
Off-Balance
Sheet Arrangements
We do not
currently have any off-balance sheet arrangements as defined in
Item 303(c)(2) of Regulation S-K.
Forward-Looking
Statements
The
statement made above relating to the adequacy of our working capital is a
forward-looking statement within the meaning of the Private Securities
Litigation Reform Act of 1995. The statements that express the “belief,”
“anticipation,” “plans,” “expectations,” “will” and similar expressions are
intended to identify forward-looking statements.
The
results anticipated by any or all of these forward-looking statements might not
occur. Important factors, uncertainties and risks that may cause actual results
to differ materially from these forward-looking statements include matters
relating to the business and financial condition of any company we acquire. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as the result of new information, future events or
otherwise.
|
Item
3.
|
Quantitative
and Qualitative Disclosure about Market
Risk
|
Not
required for Smaller Reporting Companies
|
Item
4T.
|
Controls
and Procedures
|
Evaluation
of Effectiveness of Disclosure Controls and Procedures
Under the
supervision and with the participation of our management, including our Chief
Executive Officer, who also acts as our Chief Financial Officer, the Company
evaluated the effectiveness of its disclosure controls and procedures, as such
term is defined under Rule 13a-15(e) promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The evaluation considered the
procedures designed to provide assurance ensure that information required to be
disclosed by us in the reports filed or submitted by the Company under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms and communicated to our
management as appropriate to allow timely decisions regarding required
disclosure. Our disclosure controls and procedures have been designed to provide
reasonable assurance of achieving their objectives. Based on that
evaluation, our Chief Executive Officer concluded that our disclosure controls
and procedures are effective.
Changes in Internal Control over
Financial Reporting
There
have been no changes in our internal control over financial reporting (as
defined in Exchange Act Rule 13a-15(f)) during the quarter ended October 31,
2008, that have materially affected, or are reasonably likely to materially
affect our internal control over financial reporting.
PART
II – OTHER INFORMATION
|
Item
1.
|
Legal
Proceedings.
|
None.
|
Item
1A.
|
Risk
Factors.
|
None.
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of
Proceeds.
|
None.
|
Item
3.
|
Defaults
Upon Senior Securities.
|
None.
|
Item
4.
|
Submission
of Matters to a Vote of Security
Holders.
|
None.
|
Item
5.
|
Other
Information.
|
None.
|
Item
6.
|
Exhibits.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
March 5, 2009
|
|
FORD
SPOLEI HOLDINGS, INC.
|
|
|
|
||
|
By:
|
/s/
Ann Ford Spoleti
|
|
|
Ann
Ford Spoleti
|
||
|
President
and Chief Financial
Officer
|
||