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Hanjiao Group, Inc. - Quarter Report: 2009 February (Form 10-Q)

f10q022909_jupiter.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
 
FORM 10-Q
_______________
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended February 28, 2009
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______to______.
 
JUPITER RESOURCES INC.
 (Exact name of registrant as specified in Charter
 
Nevada
 
333-148189
 
 98-0577859
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
(IRS Employee Identification No.)

408 Royal Street, Imperial, Saskatchewan
Canada S0G 2J0
 (Address of Principal Executive Offices)
 _______________
 
(306) 963-2788
 (Issuer Telephone number)
_______________
 
 (Former Name or Former Address if Changed Since Last Report)
 
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes x No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
 
Large Accelerated Filer o     Accelerated Filer o     Non-Accelerated Filer o     Smaller Reporting Company x
 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes x  No o
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of April 13, 2009: 7,000,000 shares of common stock.

 




 
JUPITER RESOURCES INC.
 
FORM 10-Q
 
February 28, 2009
 
INDEX
 
PART I-- FINANCIAL INFORMATION
 

Item 1.
Financial Statements
1
Item 2.
Management’s Discussion and Analysis of Financial Condition
9
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
10
Item 4T
Control and Procedures
11
 
PART II-- OTHER INFORMATION
 
 Item 1.
Legal Proceedings
12
 Item 1A.
Risk Factors
12
 Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
12
 Item 3.
Defaults Upon Senior Securities
12
 Item 4.
Submission of Matters to a Vote of Security Holders
12
 Item 5.
Other Information
12
 Item 6.
Exhibits and Reports on Form 8-K
12
 
SIGNATURE
 

 
Item 1. Financial Statements
 
 
JUPITER RESOURCES INC.
           
(An Exploration Stage Company)
           
Balance Sheets
           
             
             
   
February 28,
   
May 31,
 
   
2009
   
2008
 
   
(Unaudited)
   
(Audited)
 
ASSETS
 
Current Assets
           
  Cash
  $ -     $ 38  
Total Current Assets
    -       38  
  Other assets
    -       -  
Total Assets
  $ -     $ 38  
                 
                 
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
 
Current Liabilities
               
  Accounts payable and accrued liabilities
  $ 1,638     $ 12,456  
  Due to related party (non-interest bearing, due on demand)
    30,537       5,300  
Total current liabilities
    32,175       17,756  
Stockholders' Equity (Deficiency)
               
  Common stock, $0.001 par value;
               
    authorized 75,000,000 shares,
               
    issued and outstanding 7,000,000 and 7,000,000 shares, respectively
    7,000       7,000  
  Additional paid-in capital
    18,000       18,000  
  Deficit accumulated during the exploration stage
    (57,175 )     (42,718 )
Total stockholders' equity (Deficiency)
    (32,175 )     (17,718 )
Total Liabilities and Stockholders' Equity (Deficiency)
  $ -     $ 38  
                 
 
 
See notes to financial statements
1

 
JUPITER RESOURCES INC.
                             
(An Exploration Stage Company)
                             
Statements of Operations
                             
(Unaudited)
                             
                               
                               
   
Three Months Ended February 28, 2009
   
Three Months Ended February 29, 2008
   
Nine Months Ended February 28, 2009
   
Nine Months Ended February 29, 2008
   
Cumulative from June 15, 2006 (Inception) to February 28, 2009
 
                               
Revenue
  $ -     $ -     $ -     $ -     $ -  
Total Revenue
    -       -       -       -       -  
                                         
Cost and expenses
                                       
  General and administrative
    1,866       8,001       14,457       13,267       49,675  
  Impairment of mineral interest acquisition costs
    -       -       -       -       7,500  
Total Costs and Expenses
    1,866       8,001       14,457       13,267       57,175  
Net Loss
  $ (1,866 )   $ (8,001 )   $ (14,457 )   $ (13,267 )   $ (57,175 )
                                         
Net Loss per share
                                       
  Basic and diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
                                         
                                         
Number of common shares used to compute net loss per share
                                 
  Basic and Diluted
    7,000,000       7,000,000       7,000,000       6,922,445          
 
 
See notes to financial statements
2

 
JUPITER RESOURCES INC.
                             
(An Exploration Stage Company)
                             
Statements of Stockholders' Equity (Deficiency)
                             
For the period June 15, 2006 (Inception) to February 28, 2009
                         
                               
                               
   
Common Stock, $0.001 Par Value
   
Additional Paid-in Capital
   
Deficit Accumulated During the Exploration Stage
   
Total Stockholders' Equity (Deficiency)
 
   
Shares
   
Amount
 
Sales of Common stock;
                             
-March 9, 2007 at $0.001
    5,000,000     $ 5,000     $ -     $ -     $ 5,000  
-March 30, 2007 at $0.01
    650,000       650       5,850       -       6,500  
- April 20, 2007 at $0.01
    200,000       200       1,800       -       2,000  
-May 17, 2007 at $0.01
    50,000       50       450       -       500  
Net loss for the period June 15, 2006 (inception) to May 31, 2007
    -       -       -       (14,279 )     (14,279 )
Balance, May 31, 2007
    5,900,000     $ 5,900     $ 8,100     $ (14,279 )   $ (279 )
Sales of Common stock;
                                       
-June 15, 2007 at $0.01
    650,000       650       5,850       -       6,500  
-June 28, 2007 at $0.01
    450,000       450       4,050       -       4,500  
Net loss for year ended May 31, 2008
    -       -       -       (28,439 )     (28,439 )
Balance, May 31, 2008
    7,000,000     $ 7,000     $ 18,000     $ (42,718 )   $ (17,718 )
  Unaudited:
                                       
  Net loss for the three months ended August 31,2008
    -       -       -       (3,594 )     (3,594 )
Balance, August 31, 2008
    7,000,000     $ 7,000     $ 18,000     $ (46,312 )   $ (21,312 )
  Unaudited :
                                       
  Net loss for the three months ended November 30, 2008
    -       -       -       (8,997 )     (8,997 )
Balance, November 30, 2008
    7,000,000     $ 7,000     $ 18,000     $ (55,309 )   $ (30,309 )
  Unaudited :
                                       
  Net loss for the three months ended February 28, 2009
    -       -       -       (1,866 )     (1,866 )
Balance, February 28, 2009
    7,000,000     $ 7,000     $ 18,000     $ (57,175 )   $ (32,175 )
 
 
See notes to financial statements
3

 
JUPITER RESOURCES INC.
                 
(An Exploration Stage Company)
                 
Statements of Cash Flows
                 
(Unaudited)
                 
                   
   
Nine Months
Ended
February 28,
2009
   
Nine Months
Ended
February 29,
2008
   
Period
June 15, 2006
(Inception) to
February 28,
2009
 
Cash Flow from operating activities
                 
Net loss
  $ (14,457 )   $ (13,267 )   $ (57,175 )
Adjustments to reconcile net loss to net cash
                       
provided by (used for) operating activities:
                       
Impairment of mineral interest acquisition costs
    -       -       7,500  
Changes in operating assets and liabilities:
                    -  
Accounts payable and accrued liabilities
    (10,818 )     (5,528 )     1,638  
Net cash provided by (used for) operating activities
    (25,275 )     (18,795 )     (48,037 )
                         
Cash Flows from Investing Activities
                       
Acquisition of mineral interest
    -       -       (7,500 )
Net Cash provided by (used for) investing activities
    -       -       (7,500 )
                         
Cash Flows from Financing activities
                       
Proceeds from sales of common stock
    -       11,000       25,000  
Loans from related party
    25,237       4,000       30,537  
Net cash provided by (used for) financing activities
    25,237       15,000       55,537  
                         
Increase (decrease) in cash
    (38 )     (3,795 )     -  
Cash, beginning of period
    38       5,721       -  
                         
Cash, end of period
  $ -     $ 1,927     $ -  
                         
                         
Supplemental Disclosures of Cash Flow Information:
                       
Interest paid
  $ -     $ -     $ -  
Income taxes paid
  $ -     $ -     $ -  
 
 
See notes to financial statements
4

 
JUPITER RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2009
(Unaudited)
 
 
Note 1.   Organization and Business Operations
 
Jupiter Resources Inc. (the “Company”) was incorporated in the State of Nevada on June 15, 2006, and that is the inception date. The Company is an Exploration Stage Company as defined by Statement of Financial Accounting Standards (SFAS) No. 7 "Accounting and Reporting for Development Stage Enterprises". The Company acquired a mineral claim located in British Columbia, Canada in March 2007. On May 14, 2008, the claim was forfeited due to nonpayment of renewal fees. The Company is presently considering other potential acquisitions in the resource and non-resource sectors.
 
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at February 28, 2009, the Company has accumulated losses of $57,175 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
Note 2.   Interim Financial Information
 
The unaudited financial statements as of February 28, 2009 and for the three and nine months ended February 28, 2009 and February 29, 2008 and for the period June 15, 2006 (inception) to February 28, 2009 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of February 28, 2009 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim financial statements relating to these periods are unaudited. The results for the nine month period ended February 28, 2009 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending May 31, 2009. The balance sheet at May 31, 2008 has been derived from the audited financial statements at that date.
 
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended May 31, 2008 as included in our Form 10-KSB filed with the Securities and Exchange Commission on August 27, 2008.
 
 
5

 
JUPITER RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2009
(Unaudited)
 
 
Note 3.   Mineral Interest
 
On March 27, 2007, the Company acquired a 100% interest in one mineral claim located in British Columbia for total consideration of $7,500.
 
The mineral interest was held in trust for the Company by the vendor of the property. Upon request from the Company, the title was to be recorded in the name of the Company with the appropriate mining recorder.
 
After a review of all relevant data relating to the mineral interest at May 31, 2007, the Company decided to record an impairment charge of $7,500 and reduced the carrying amount of the mineral interest acquisition costs to $0.
 
On May 14, 2008, the claim was forfeited due to nonpayment of renewal fees.
 
Note 4.   Common Stock
 
The Company is authorized to issue 75,000,000 shares with a par value of $0.001 per share and no other class of shares is authorized.
 
On March 9, 2007, the Company sold 5,000,000 shares of common stock to a director at a price of $0.001 per share for cash proceeds of $5,000.
 
On March 30, 2007, the Company sold 650,000 shares of common stock at a price of $0.01 per share for cash proceeds of $6,500.
 
On April 20, 2007, the Company sold 200,000 shares of common stock at a price of $0.01 per share for cash proceeds of $2,000.
 
On May 17, 2007, the Company sold 50,000 shares of common stock at a price of $0.01 per share for cash proceeds of $500.
 
On June 15, 2007, the Company sold 650,000 shares of common stock at a price of $0.01 per share for cash proceeds of $6,500.
 
On June 28, 2007, the Company sold 450,000 shares of common stock at a price of $0.01 per share for cash proceeds of $4,500.
 
The Company has no stock option plan, warrants or other dilutive securities.
 
6

 
JUPITER RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2009
(Unaudited)
 
 
Note 5.   Income Taxes
 
The provision for income taxes (benefit) differs from the amount computed by applying the statutory United States federal income tax rate of 35% to income (loss) before income taxes.
 
The sources of the difference follow:
 
   
Three Months
Ended
February 28,
2009
   
Period
June 15, 2006
(Inception) to
February 29,
2008
 
Expected tax at 35%
  $ (653 )   $ (20,011 )
Increase in valuation allowance
    653       20,011  
Income tax provision
  $ -     $ -  
 
Significant components of the Company’s deferred income tax assets are as follows
 
   
February 28,
   
May 31,
 
   
2009
   
2008
 
Net operating loss carryforword
  $ 20,011     $ 14,952  
Valuation allowance
    (20,011 )     (14,952 )
Net deferred tax assets
  $ -     $ -  
 
Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $ 20,011 at February 28, 2009 attributable to the future utilization of the net operating loss carryforward of $57,175 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward expires $14,279 in 2027, $28,439 in 2028, and $14,457 in 2029.
 
7

 
JUPITER RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2009
(Unaudited)
 
 
Current United States income tax laws limit the amount of loss available to offset against future taxable income when a substantial change in ownership occurs.  Therefore, the amount available to offset future taxable income may be limited.
 
Note 6.   Registration Statement
 
On December 19, 2007, the Company filed a Registration Statement on Form SB-2 with the United States Securities and Exchange Commission (“SEC”) to register 2,000,000 shares of common stock for resale by existing stockholders of the Company at $0.01 per share until the shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices. On January 11, 2008, the Registration Statement was declared effective by the SEC. The Company will not receive any proceeds from the resale of shares of common stock by the shareholders.
 
A Post Effective Amendment to the Registration Statement was filed on December 18, 2008 and declared effective by the SEC on December 23, 2008.

Note 7.   Subsequent Events
 
On March 25, our shareholder and directors authorized us to file an Amendment to our Certificate of Incorporation with the State of Nevada in order to authorize 10,000,000 shares of preferred stock.
 
On March 30, 2009, we entered into a binding letter of intent with NatProv Holdings, Inc., a British Virgin Islands corporation. Pursuant to the terms of the letter of intent, we and NatProv will commence the negotiation and preparation of a definitive share exchange agreement which shall contain customary representations, warranties and indemnities as agreed upon by NatProv and us.
 
 
 
8

 
Item 1A. Risk Factors

Not applicable to smaller reporting companies.

Item 2. Management’s Discussion and Analysis or Plan of Operation
 
Certain statements contained in this quarterly filing, including, without limitation, statements containing the words “believes”, “anticipates”, “expects” and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.  Given these uncertainties, readers of this prospectus and investors are cautioned not to place undue reliance on such forward-looking statements.
 
Plan of Operations
 
On March 27, 2007, we entered into an agreement with Ms. Helen Louise Robinson of Vernon, British Columbia, whereby she agreed to sell to us one mineral claim located approximately 30 kilometers northwest of Vernon, British Columbia in an area having the potential to contain silver or copper mineralization or deposits.  In order to acquire a 100% interest in this claim, we paid $7,500 to Ms. Robinson.

However, we were unable to keep the mineral claim in good standing due to lack of funding and our interest in it has lapsed.

We are reviewing other potential acquisitions in the resource and non-resource sectors. While we are in the process of completing due diligence reviews of several opportunities, there is no guarantee that we will be able to reach any agreement to acquire such assets. We expect that these reviews could cost us a total of $20,000 in the next 12 months.

In the next 12 months, we also anticipate spending the following over the next 12 months on administrative fees:

*         $2,000 on legal fees
*         $8,500 on accounting and audit fees
*         $500 on EDGAR filing fees
*         $1,000 on general administration costs

Unless we enter into an acquisition agreement with another company or significantly change our business plan, total expenditures over the next 12 months are expected to be approximately $32,000.

Our cash reserves are not sufficient to meet our obligations for the next twelve-month period.  As a result, we will need to seek additional funding in the near future.  We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock.  We may also seek to obtain short-term loans from our directors, although no such arrangement has been made.  At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months.  We do not have any arrangements in place for any future equity financing.

We do not expect to earn any revenue from operations until we have either commenced mining operations on a resource property, or operations on a non-resource property.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the small business issuer's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

If we are unable to effectively market and fund these projects we may have to suspend or cease our efforts. If we cease our previously stated efforts we do not have plans to pursue other business opportunities. If we cease operations investors will not receive any return on their investments.

9

 
On March 30, 2009, we entered into a letter of intent with NatProv Holdings, Inc., a British Virgin Islands corporation. Pursuant to the terms of the Letter of Intent, Natprov and the Company will commence the negotiation and preparation of a definitive share exchange agreement which shall contain customary representations, warranties and indemnities as agreed upon by Natprov, the Company and the shareholders of Natprov, whereby the Company, Natprov and the shareholders of Natprov will complete a share exchange transaction on or before May 26, 2009, subject to certain conditions precedent to the closing of the Transaction.  There has been no definitive agreements signed and no assurance that this transaction will occur.

Results of Operations for the Three-Month Period Ended February 28, 2009

We did not earn any revenues during the three-month period ended February 28, 2009.

We incurred operating expenses in the amount of $1,866 for the three-month period ended February 28, 2009. These operating expenses were comprised entirely of general and administrative expenses.

Results of Operations for the Three-Month Period Ended February 29, 2008

We did not earn any revenues during the three-month period ended February 29, 2008.

We incurred operating expenses in the amount of $8,001 for the three-month period ended February 29, 2008. These operating expenses were comprised entirely of general and administrative expenses.

Results of Operations for the Nine-Month Period Ended February 28, 2009

We did not earn any revenues during the nine-month period ended February 28, 2009.

We incurred operating expenses in the amount of $14,457 for the nine-month period ended February 28, 2009. These operating expenses were comprised entirely of general and administrative expenses.

Results of Operations for the Nine-Month Period Ended February 29, 2008

We did not earn any revenues during the nine-month period ended February 29, 2008.

We incurred operating expenses in the amount of $13,267 for the nine-month period ended February 29, 2008. These operating expenses were comprised entirely of general and administrative expenses.
 
Results of Operations from June 15, 2006 (inception) to February 28, 2009

No revenues were earned during this period.

We incurred operating expenses in the amount of $57,175 during this period. These operating expenses were comprised of general and administrative expenses of $49,675, and expenses related to the mineral property of $7,500.
 
Off-Balance Sheet Arrangements
 
We do not have any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates.  The Company does not undertake any specific actions to limit those exposures.

 
 
10


 
Item 4T. Controls and Procedures
 
Evaluation of disclosure controls and procedures  
 
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of  Novemebr 30, 2008. Based on this evaluation, our principal executive officer and principal financial officers have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with United State’s generally accepted accounting principles (US GAAP), including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on this assessment, Management concluded the Company maintained effective internal control over financial reporting as of February 28, 2009.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
 
This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
 
Changes in internal controls
 
We have not made any changes to our internal controls subsequent to the Evaluation Date. We have not identified any deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action was taken. 
 
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PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings
 
Currently we are not aware of any litigation pending or threatened by or against the Company.

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
 
On March 25, 2009, our shareholders voted to approve an Amendment to our Certificate of Incorporation with the State of Nevada in order to authorize 10,000,000 shares of preferred stock to be designated at a later date by our Board of Directors. A copy of the Amendment to the Certificate of Incorporation is attached hereto as Exhibit 3.1.
 
Item 5. Other Information
 
None
 
Item 6. Exhibits and Reports of Form 8-K
 
(a)           Exhibits
 
                3.1 Amendment to the Certificate of Incorporation (1)

                10.1 Letter of Intent for the Share Exchange Transaction (1)
 
                31.1 Certifications of Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002
 
                32.1 Certifications of Chief Executive Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002
 
(1) referred to and incorporated by reference to the Form 8-k filed with the SEC on April 1, 2009.
                
(b)          Reports of Form 8-K  
 
               Referred to and incorporated by reference herein.
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Signature
Title
Date
     
/s/ Darcy George Roney
President
April 14, 2009
 

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