Hanjiao Group, Inc. - Quarter Report: 2009 February (Form 10-Q)
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.
11
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.
12
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
|
13