MARIZYME, INC. - Quarter Report: 2009 December (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: December 31, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-53223

SWAV ENTERPRISES LTD.
(Exact name of registrant as specified in its charter)

Suite 2806, 505 – 4^th Street SW, Calgary, Alberta, Canada T2P 1X5
(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code (403) 237-8330

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

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

Common Stock, $0.001 par value
(Title of class)

     Copies to:
The Sourlis Law Firm
Virginia K. Sourlis, Esq. 
     214 Broad Street
Red Bank, New Jersey 07701
T: (732) 530-9007
F: (732) 530-9008
www.SourlisLaw.com

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [  ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [  ] No [X]

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

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. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange ct. (Check one):

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [  ] No [X]

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [  ] No [ ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of February 22, 2010, 12,234,670 shares of common stock, par value $0.0001 per share, of the Registrant were issued and outstanding.

TABLE OF CONTENTS

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PART I — FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

These consolidated financial statements have been prepared by SWAV Enterprises Ltd., a Nevada corporation (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with such SEC rules and regulations. In the opinion of management, the accompanying statements contain all adjustments necessary to present fairly the financial position of the Company as of December 31, 2009, and its results of operations, stockholders’ equity, and its cash flows for the three months period ended December 31, 2009. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto filed as a part of the Company’s annual report on Form 10-K filed on July 14, 2009.

See Accompanying Notes

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SWAV Enterprises Ltd.
CONSOLIDATED BALANCE SHEETS
As at December 31, 2009 and March 31, 2009

See Accompanying Notes

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SWAV Enterprises Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and nine months ended December 31, 2009 and 2008

See Accompanying Notes

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SWAV Enterprises Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended December 31, 2009 and 2008

See Accompanying Notes

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SWAV Enterprises Ltd.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
For the nine months ended December 31, 2009 and the year ended March 31, 2009

See Accompanying Notes

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SWAV ENTERPRISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
December 31, 2009

NOTE 1 - OPERATIONS AND RESTRUCTURING

Swav Enterprises Ltd. (the -” Company”) was incorporated in the State of Nevada on March 20, 2007 and did not have any operations until April 1, 2007. On that date, the Company completed an agreement to acquire 100% of the outstanding common shares of Swav Holdings Inc. for an aggregate of 8,900,000 authorized but heretofore unissued shares of common stock, par value $.001 per share. For accounting purposes, the acquisition has been treated as a recapitalization of Swav Holdings Inc. with Swav Holdings Inc as the acquirer (reverse take-over). Accordingly, the accompanying consolidated financial statements reflect the historical financial statements of Swav Holdings Inc., the accounting acquirer, as adjusted for the exchange of shares on its equity accounts, the inclusion of the net liabilities of the accounting subsidiary as of the date of the merger on their historical basis and the inclusion of the accounting subsidiary’s results of operations from that date. Although the Company is the legal acquirer, Swav Holdings Inc. will be treated as having acquired the Company for accounting purposes and all of the operations reported represent the historical financial statements of Swav Holdings Inc.

The Company provides management services and imports and wholesales Chinese manufactured goods.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are the representations of the Company’s management, who is responsible for their integrity and objectivity.

Interim reporting

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, they include all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s audited March 31, 2009 financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s March 31, 2009 financial statements.

Operating results for the nine months ended December 31, 2009 are not necessarily indicative of the results that can be expected for the year ending March 31, 2010.

Basis of Presentation

The Company’s financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. These consolidated financial statements include the Company’s wholly owned subsidiary, Swav Holdings Inc, and 100% of its asset, liabilities and net income or loss. All intercompany accounts and transactions have been eliminated

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SWAV ENTERPRISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
December 31, 2009

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)

Going concern

These financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business. The Company has accumulated losses of $230,509 as at December 31, 2009 and has not generated sufficient cash flow from operations to fund its activities. There can be no assurance that a self-supporting level of operation will ever be achieved. Further, it requires additional capital in order to continue.

The continuation of the Company is dependent on its ability to obtain the necessary capital to achieve profitability and to meet the requirements, from time to time, of lenders, if any, who are willing to provide this financing. Management believes that its operations will generate additional funds and that it will be able to obtain additional capital primarily through the issue of shares and debt from outside investors and management.

These financial statements do not reflect the adjustments or reclassifications to the assets and liabilities which would be necessary if the Company was unable to continue its operations.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, management considers liquid investments with an original maturity of three months or less to be cash equivalents. As at December 31, 2009, all cash amounts were deposited in accounts that were federally insured. (All cash amounts in 2008 were likewise federally insured).

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 disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.

Comprehensive Income (Loss)

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 220, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Company’s other comprehensive income represents foreign currency translation adjustments.

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SWAV ENTERPRISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
December 31, 2009

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)

Net Income per Common Share

FASB ASC 260 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.

Financial Instruments

Fair Value

The fair value of financial instruments consisting of cash and cash equivalents, accrued liabilities to related party and notes payable to related party were estimated to approximate their carrying values based on the short-term maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Risks

Financial instruments that potentially subject the Company to credit risk consist principally of cash. Management does not believe the Company is exposed to significant credit risk. Management, as well, does not believe the Company is exposed to significant interest rate risks during the period presented in these financial statements.

Fair Value Measurements

The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

The Company has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.

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SWAV ENTERPRISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
December 31, 2009

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)

Currency risks

The Company incurs expenditures in Canadian dollars. Consequently, some assets and liabilities are exposed to Canadian dollar foreign currency fluctuations. As at December 31, 2009, cash, accounts receivable advances from related parties and accounts payable and accrued charges were all denominated in Canadian dollars.

Costs of Goods Sold

The Company does not manufacture its own goods. The costs of goods sold include all direct costs incurred to acquire goods for sale, including original cost, duty and freight in. There are no warehousing costs.

Impairment of Long-Lived Assets

Impairment losses on long-lived assets, such intellectual assets, are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying amounts. No impairments of these types of assets were recognized during the period ended December 31, 2009.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Customers take ownership at point of sale and bear the costs and risks of delivery.

Foreign currency translation

The functional currency of the Company is Canadian dollars (“C$”). The Company maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

For financial reporting purposes, the financial statements of the Subsidiary Company which are prepared using the functional currency have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity (deficit).

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SWAV ENTERPRISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
December 31, 2009

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)

Deferred Taxes

A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment

Recent Accounting Pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

NOTE 3 – RELATED PARTY TRANSACTIONS AND BALANCES

Advances from (to) related parties represent advances from (to) a shareholder, advances from a company with common management and advances from a party related to a shareholder. The advances are without interest and have no specified repayment terms.

The Company had the following transactions with related parties for the three months ending December 31, 2009 and 2008:

The transactions between the Company and the parties were consummated at the price agreed upon between the parties.

NOTE 4 - CAPITAL STOCK

On March 20, 2007 the Company issued 8,900,000 shares in aggregate for $75,462 of debt.
On May 4, 2007, the Company completed a private placement, issuing 2,500,000 shares for $67,757 in cash.
On June 30, 2008, the Company completed a private placement, issuing 834,670 shares for $25,040 in cash.

As at December 31, 2009, there were no shares subject to options, warrants or other agreements.

NOTE 5 – SUBSEQUENT EVENTS

The Company evaluates subsequent events up to the date and time the financial statements were available to be issued on February 19, 2010.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Corporate Overview and Background

SWAV Enterprises Ltd. (“we”, “us”, the “Company” or like terms) was incorporated on March 20, 2007, in the State of Nevada. On April 1, 2007, we acquired SWAV Holdings Inc. of Calgary, Alberta. SWAV Holdings is an importer and wholesaler of Chinese manufactured goods. SWAV Holdings was incorporated in the Province of Alberta, Canada in March 1999. On April 1, 2007, we acquired all of the issued and outstanding share capital of SWAV Holdings by completing two share exchange agreements with then shareholders of SWAV Holdings. Pursuant to the share exchange agreements, the then shareholders of SWAV Holdings exchanged all of their common shares in SWAV Holdings with 8,900,000 common shares of our company on April 1, 2007.

Carlyle Gaming Limited

As previously reported by the Company on a Form 8-K filed with the SEC on September 21, 2009 and on a Form 8-K filed with the SEC on December 22, 2009, on September 21, 2009, the Company entered into a Share Transaction Purchase Agreement (the "Transaction Agreement") with Carlyle Gaming Limited, a Canadian company ("Carlyle"), pursuant to which the Company issued 100 shares of SWAV common stock to Carlyle in consideration for 100% of the issued and outstanding shares of common stock of Carlyle. As a result of the transaction (the "Transaction"), Carlyle became a wholly-owned subsidiary of the Company. Mr. Sandy J. Masselli, Jr. owns 100% of Carlyle.

Simultaneously with the execution and delivery of the Transaction Agreement, the Selling Stockholders named in that certain Stock Purchase Agreement, dated September 21, 2009 (the "Stock Purchase Agreement), sold an aggregate of 10,399,470 shares of their common stock of the Company to Mr. Masselli, representing approximately 85% of the issued and outstanding shares of common stock of the Company, for an aggregate purchase price of $300,000.

Due to the nonpayment of the $300,000 owed the Selling Stockholders by Mr. Masselli pursuant to the Stock Purchase Agreement, on December 22, 2009, the Selling Stockholders unwound the above transactions.

On December 22, 2009, Mr. Masselli was dismissed as the Chief Executive Officer and director of the Company and Pui Shan Lam and Vanleo Y.W. Fung resumed their former positions with the Company prior to the Transaction. Pui Shan Lam serves served as the President, Chief Executive Officer and Director of the Company and Vanleo Y.W. Fung serves as the Chief Financial Officer, Secretary and Director of the Company.

Our Business

SWAV Holdings has its principal operating office and a warehouse in Calgary, Alberta, Canada.

SWAV Holdings initially imported a variety of goods from China and wholesaled them in the Calgary area. Early products included: various promotional gift products, women’s clothing, ballroom dancing shoes, and women’s fashion accessories. The original warehouse doubled as a showroom, where clients could browse through the products and immediately fill their orders. Most of the early clients were from Calgary and the surrounding areas. SWAV Holdings then began focusing on personalized promotional products. This enabled the company to fill numerous orders for goods such as: tailored pens, promotional key chains, business card holders, and even political paraphernalia. Clients included local accounting firms, auto dealerships, restaurants, and regional politicians.

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In addition, because our President and Chief Executive Officer, Pui Shan Lam, has traveled frequently to China and has become generally familiar with doing business with Chinese businesses, we have provided consulting services to other companies in Canada who wish to carry out various projects in China.

Beginning in early 2007, SWAV Holdings recognized an opportunity in the furniture market due to strong housing activities in Alberta. SWAV Holdings decided to expand its business to take advantage of this growth. Presently our company has established and aims to further develop those working relationships with China-based furniture suppliers and manufacturers developed by our President and Chief Executive Officer, Pui Shan Lam. We believe this will serve as a competitive advantage and provide significant benefits and future opportunities.

SWAV Holdings has successfully conducted business through various distribution channels, such as auctions and trade shows. We engage Able Auctions, an auction house in Calgary, Alberta, Canada to conduct auctions for us, which generally occur once a month. We have effectively used auctions to dispose of our excess inventory. Through our engagement of Able Auctions, we do not have to pay for any of the operating expenses related to the auction house other than paying a commission on any sale. The auction house does its own advertising as it deems necessary and provides warehousing facility as required. We paid Able Auction a total cost of 18% commission on each sale in year 2008 and will also pay Able Auction 18% commissions on our sales in year 2009. There is no other cost involved with Able Auctions. We deliver the furniture to Able Auctions’ premise and the buyers take care of their own delivery. Able Auctions charges all of their clients the same commission rate. There is no written agreement signed between Able Auctions and our company.

In addition to the auction house, we have also been selling furniture privately to various home owners. In these private sales to home owners, we would show our furniture catalogues to the home owners, who would then place an order to us directly. After receiving the order, we would ship the ordered furniture products from China and make arrangement for delivery to the home owners directly.

Liquidity & Capital Resources

Our financial condition as at December 31, 2009 and March 31, 2009 and the changes between those periods for the respective items are summarized as follows:

Working Capital

As of December 31, 2009, we had working capital deficit of $30,968. As of December 31, 2009, our total current assets were $9,077, which consist of cash and cash equivalents of $195 and $8,882 in inventory, and our total current liabilities were $40,045, which consist of accounts payable of $15,161 and $24,884 of due to related party.

Management believes that our company’s cash will not be sufficient to meet our working capital requirements for the next twelve month period. Should this prove to be the case, our company plans to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities. There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements.

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There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Cash Flows

Cash Provided by Financing Activities

On December 31, 2008, we issued an aggregate of 834,670 common shares to the selling security holders at an offering price of $0.03 per share for gross offering proceeds of $25,040 in an offshore transaction relying on Rule 903 of Regulation S of the Securities Act of 1933. The proceeds will be used for working capital. We issued all of the 834,670 common shares to non U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited consolidated financial statements for the year ended March 31, 2009, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors.

Results of Operations

Revenues

During the nine months ended December 31, 2009, we generated $1,981 in sales revenue, compared to $10,484 generated in the nine months ended December 31, 2008. This revenue was generated from sales of gift products through various stores and also an auction house in Calgary, Canada. The cost of sales for the nine months ended December 31, 2009 was $nil compared to $8,159 in the nine months ended December 31, 2008. The cost of sales included the total cost of purchased goods, transportation, import duty, custom tax, etc. for the goods purchased during the nine months. During the nine months ended December 31, 2009, we generated $9,610 in consulting revenue compared to $2,610 in the nine months ended December 31, 2008.

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Expenses

Our expenses for the nine months ended December 31, 2009 and 2008 were as follows:

We incurred a net loss of $15,135 for the nine months ended December 31, 2009, compared to $42,141 for the nine months ended December 31, 2008.

Plan of Operations and Cash Requirements

All project obligations for calendar year 2009 have been satisfied.

Off-Balance Sheet Arrangements

As of December 31, 2009, we had no off-balance sheet arrangements, including any outstanding derivative financial statements, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Critical Accounting Policies and Estimates

Financial Reporting Release No. 60 recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. The Securities and Exchange Commission (“SEC”) defines critical accounting policies as those that are, in management's view, most important to the portrayal of our financial condition and results of operations and those that require significant judgments and estimates.

The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities at the date of our financial statements. We base our estimates on historical experience, actuarial valuations and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Some of those judgments can be subjective and complex and, consequently, actual results may differ from these estimates under different assumptions or conditions. While for any given estimate or assumption made by our management there may be other estimates or assumptions that are reasonable, we believe that, given the current facts and circumstances, it is unlikely that applying any such other reasonable estimate or assumption would materially impact the financial statements.

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Accounts subject to significant accounting estimates are donated capital and valuation allowance for income taxes. Donated capital has been based on the estimated fair value that would have been paid to third parties to perform the services during the periods when no cash outlay was made for those services. The income tax valuation is based on the fact that the Company does not have a stable earnings history and has a significant accumulated deficit.

The accounting principles we utilized in preparing our financial statements conform in all material respects to generally accepted accounting principles in the United States of America.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The disclosure required under this item is not required to be reported by small reporting companies; as such term is defined by Item 305(e) of Regulation S-K.

Item 4T. Controls and Procedures.

Evaluation of Controls and Procedures.

In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required to perform an evaluation under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period.

Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2009, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in this Report was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and instructions for Form 10-Q.

Our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures had the following deficiency:

(i) lack of segregation of incompatible duties;
(ii) Insufficient Board of Directors representation.
(iii) Excessive unrecorded adjustments

Though no material misstatements have resulted, our management has determined that until such time as sufficient representation on our Board of Directors can be achieved, the Company’s inability to formulate an audit committee represents a significant risk.

Changes in Internal Controls.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The Company presently is not a party to, nor is management aware of, any pending, legal proceedings.

Item 1A. Risk Factors.

The disclosure required under this item is not required to be reported by small reporting companies; as such term is defined by Item 503(e) of Regulation S-K.

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.

There were no matters submitted to a vote of security holders during the three months ended December 31, 2009.

Item 5. Other Information.

None

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K:

*filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

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