NEW AMERICA ENERGY CORP. - Quarter Report: 2009 May (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
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[X]
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Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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For
the quarterly period ended May 31,
2009
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[ ]
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Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
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For
the transition period __________ to __________
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Commission
File Number: 333-138189
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Atheron
Inc.
(Exact
name of small business issuer as specified in its charter)
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Nevada
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N/A
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(State
or other jurisdiction of incorporation or
organization)
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(IRS
Employer Identification
No.)
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3598 Durango St. Palanan, Makati City, Philippines
1235
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(Address
of principal executive
offices)
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011 63 2 728 1626
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(Issuer’s
telephone number)
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_______________________________________________________________
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(Former
name, former address and former fiscal year, if changed since last
report)
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Check
whether the issuer (1) 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 issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X]
Yes [ ] 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 (§232.405 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 [X] No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
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[ ]
Large accelerated filer Accelerated filer
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[ ]
Non-accelerated filer
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[X]
Smaller reporting company
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [X] Yes [ ] No
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 2,150,000 common shares as of June 22,
2009.
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TABLE OF
CONTENTS
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Page
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PART I – FINANCIAL INFORMATION
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PART II – OTHER INFORMATION
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PART
I - FINANCIAL INFORMATION
Item 1. Financial Statements
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Our
financial statements included in this Form 10-Q are as
follows:
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These
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and the SEC instructions to Form 10-Q. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the interim period ended May 31,
2009 are not necessarily indicative of the results that can be expected for the
full year.
ATHERON, INC.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS
As
of May 31, 2009 and August 31, 2008
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May
31,
2009
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August
31,
2008
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||||
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(Unaudited)
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(Audited)
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||||
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ASSETS
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|||||
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Current
Assets
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|||||
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Cash
and equivalents
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$ | 0 | $ | 0 | |
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Prepaid
expenses
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0 | 0 | |||
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TOTAL
ASSETS
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$ | 0 | $ | 0 | |
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LIABILITIES
AND STOCKHOLDERS’ DEFICIT
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|||||
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Current
Liabilities
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|||||
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Loan
payable - related party
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$ | 40,985 | $ | 34,985 | |
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Stockholders’
Deficit
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|||||
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Common
Stock, $.001 par value, 75,000,000 shares authorized, 2,150,000
shares issued and outstanding
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2,150 | 2,150 | |||
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Additional
paid-in capital
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40,850 | 40,850 | |||
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Deficit
accumulated during the development stage
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(83,985) | (77,985) | |||
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Total
stockholders’ deficit
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(40,985) | (34,985) | |||
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TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | 0 | $ | 0 | |
See
accompanying notes to financial statements.
F-1
ATHERON INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
Nine
Months and Three Months Ended May 31, 2009 and 2008
Period
from May 8, 2006 (Inception) to May 31, 2009
(Unaudited)
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Nine
months ended
May 31, 2009
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Nine
months ended
May 31, 2008
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Three
months ended
May 31, 2009
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Three
months ended
May 31, 2008
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Period
from
May 8, 2006
(Inception) to
May 31, 2009
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||||||||||
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Revenues
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$ | -0- | $ | -0- | $ | -0- | $ | -0- | $ | -0- | ||||
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General
and administrative expenses:
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||||||||||||||
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Professional
fees
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6,000 | 6,000 | 2,000 | 2,000 | 83,985 | |||||||||
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Net
Loss
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$ | (6,000) | $ | (6,000) | $ | (2,000) | $ | (2,000) | $ | (83,985) | ||||
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Net
loss per share:
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||||||||||||||
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Basic
and diluted
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$ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.04) | ||||
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Weighted
average shares outstanding:
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||||||||||||||
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Basic
and diluted
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2,150,000 | 2,150,000 | 2,150,000 | 2,150,000 | 2,150,000 | |||||||||
See
accompanying notes to financial statements.
ATHERON, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS’ DEFICIT
Period
from May 8, 2006 (Inception) to May 31, 2009
(Unaudited)
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Common
stock
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Additional
paid-in
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Deficit
accumulated
during
the
development
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||||||||||||
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Shares
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Amount
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capital
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stage
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Total
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||||||||||
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Issuance
of common stock for
cash @$.001
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2,150,000 | $ | 2,150 | $ | 40,850 | $ | - | $ | 43,000 | |||||
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Net
loss for the period ended August 31, 2006
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- | - | - | (43,985) | (43,985) | |||||||||
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Balance
August 31, 2006
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2,150,000 | 2,150 | 40,850 | (43,985) | ( 985) | |||||||||
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Net
loss for the year ended August 31, 2007
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- | - | - | (25,000) | (25,000) | |||||||||
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Balance
August 31, 2007
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2,150,000 | 2,150 | 40,850 | (68,985) | (25,985) | |||||||||
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Net
loss for the year ended August 31, 2008
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- | - | - | (9,000) | (9,000) | |||||||||
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Balance
August 31, 2008
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2,150,000 | 2,150 | 40,850 | (77,985) | (34,985) | |||||||||
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Net
loss for nine months ended May 31, 2009
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- | - | - | (6,000) | (6,000) | |||||||||
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Balance
May 31, 2009
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2,150,000 | $ | 2,150 | $ | 40,850 | $ | (83,985) | $ | (40,985) | |||||
See
accompanying notes to financial statements.
ATHERON INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
Nine
Months Ended May 31, 2009 and 2008
Period
from May 8, 2006 (Inception) to May 31, 2009
(Unaudited)
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Nine
months ended
May 31, 2009
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Nine
months ended
May 31, 2008
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Period
From
May 8, 2006
(Inception) to
May 31, 2009
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||||||
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CASH
FLOWS FROM OPERATING ACTIVITIES
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||||||||
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Net
loss
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$ | (6,000) | $ | (6,000) | $ | (83,985) | ||
| Change in non-cash working capital items | ||||||||
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Prepaid
expenses
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-0- | -0- | -0- | |||||
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CASH
FLOWS USED BY OPERATING ACTIVITIES
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(6,000) | (6,000) | (83,985) | |||||
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CASH
FLOWS FROM FINANCING ACTIVITIES
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||||||||
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Proceeds
from sales of common stock
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0 | 0 | 43,000 | |||||
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Loan
from related party
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6,000 | 6,000 | 40,985 | |||||
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CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES
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6,000 | 6,000 | 83,985 | |||||
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NET
INCREASE IN CASH
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-0- | -0- | -0- | |||||
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Cash,
beginning of period
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-0- | -0- | -0- | |||||
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Cash,
end of period
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$ | -0- | $ | -0- | $ | -0- | ||
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SUPPLEMENTAL
CASH FLOW INFORMATION
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||||||||
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Interest
paid
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$ | -0- | $ | -0- | $ | -0- | ||
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Income
taxes paid
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$ | -0- | $ | -0- | $ | -0- | ||
See
accompanying notes to financial statements.
ATHERON, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
May
31, 2009
NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES
Nature of
Business
Atheron,
Inc. (“Atheron”) was incorporated in Nevada on May 8, 2006. Atheron
is a development stage company located in Makati City 1235, Philippines. Atheron
is developing technology for ethanol-methanol gasoline. Atheron
operates out of office space owned by a director and stockholder of the
Company. The facilities are provided at no charge. There
can be no assurances that the facilities will continue to be provided at no
charge in the future.
Development
Stage Company
The
accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
Development-Stage Enterprises”. A development-stage enterprise is one
in which planned principal operations have not commenced or if its operations
have commenced, there has been no significant revenues there from.
Basis of
Presentation
Certain
information and footnote disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. We believe that the disclosures are adequate to
make the financial information presented not misleading. These condensed
financial statements should be read in conjunction with the audited consolidated
financial statements and the notes thereto for the year ended August 31, 2008.
All adjustments were of a normal recurring nature unless otherwise disclosed. In
the opinion of management, all adjustments necessary for a fair statement of the
results of operations for the interim period have been included. The results of
operations for such interim periods are not necessarily indicative of the
results for the full year.
Cash and
Cash Equivalents
Atheron
considers all highly liquid investments with maturities of three months or less
to be cash equivalents. At May 31, 2009 and August 31, 2008 the
Company had $0 of cash.
Fair
Value of Financial Instruments
Atheron’s
financial instruments consist of cash and cash equivalents and a loan payable to
a related party. The carrying amount of these financial instruments approximates
fair value due either to length of maturity or interest rates that approximate
prevailing market rates unless otherwise disclosed in these financial
statements.
ATHERON,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
May
31, 2009
NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES (continued)
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws. A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Basic
loss per share
Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
Recent
Accounting Pronouncements
Atheron
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.
NOTE 2 –
LOAN PAYABLE – RELATED PARTY
Atheron
has received loans totaling $40,985 for working capital from a shareholder and
officer of the Company. The loans are unsecured, non-interest bearing
and due upon demand.
NOTE 3 –
INCOME TAXES
For the
periods ended May 31, 2009, Atheron has incurred net losses and, therefore, has
no tax liability. The net deferred tax asset generated by the loss
carry-forward has been fully reserved. The cumulative net operating
loss carry-forward is approximately $83,985 at May 31, 2009, and will expire
beginning in the year 2026.
ATHERON,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
May
31, 2009
NOTE 3 –
INCOME TAXES (continued)
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
|
2009
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||
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Deferred
tax asset attributable to:
|
||
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Net
operating loss carryover
|
$ | 28,550 |
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Valuation
allowance
|
(28,550) | |
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Net
deferred tax asset
|
$ | - |
NOTE 4 –
LIQUIDITY AND GOING CONCERN
Atheron
has negative working capital, has incurred losses since inception, and has not
yet received revenues from sales of products or services. These
factors create substantial doubt about the Company’s ability to continue as a
going concern. The financial statements do not include any adjustment
that might be necessary if the Company is unable to continue as a going
concern.
The
ability of Atheron to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations. Management’s
plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.
Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. We intend
such forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of complying with
those safe-harbor provisions. Forward-looking statements are based on
current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise. Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.
Overview
We are in
the business of developing a technology for ethanol-methanol gasoline which is
prepared from light oil, naphtha, straight-run gasoline and key additives.
We are a development stage company and have not generated any sales to date. We
are in the initial stages of developing our formula, have very limited cash
resources and are in need of substantial additional capital to execute our
business plan.
Research
and Development
Our Chief
Technology Officer and one of our directors, Mr. Rey Supera, has conducted
numerous experiments of this mixed gasoline formula. Mr.Rey Supera
has been a long time researcher in the petrochemical industry, in particular,
the use of additives in gasoline products. At this time, he has concluded that
our formula will work with acceptable experiment results. However, we are
continually refining our formula to reduce emissions and prevent engine
damage. We plan to continue conducting experiments on our formula to
achieve a product that will rival traditional gasoline products. Our current
experimental results, explained in the table below, include emission and damage
testing of our formula compared with traditional gasoline.
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Serial
|
Examination
project
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Unit
|
Regular
Gas Specification
|
Target
Examination result
|
|
|
1
|
Octane
value
|
/
|
>=90
|
90
|
|
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2
|
Temperature
of Evaporation
|
10%
Evaporation
|
C
|
<=70
|
66
|
|
20%
Evaporation
|
C
|
<=120
|
93
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||
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50%
Evaporation
|
C
|
<=190
|
185
|
||
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Stop
point
|
C
|
<=205
|
200
|
||
|
Left
content
|
%
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<=2
|
2.1
|
||
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3
|
Steam
Barometric Pressure
|
March
16 – September 15
|
KPa
|
<=74
|
70
|
|
September
16 –March 15
|
KPa
|
<=88
|
82
|
||
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4
|
Sol
|
Mg/100ml
|
<=5
|
5
|
|
|
5
|
Sheet
copper corrosion (50C, 3h)
|
/
|
<=1
|
1
|
|
|
6
|
Water-soluble
acid and alkali
|
/
|
No
|
No
|
|
|
7
|
Mechanical
impurity
|
/
|
No
|
No
|
|
|
8
|
Water
content
|
m/m
|
<=0.15
|
0.16
|
|
Our
target examination results in the next 12 months consist of the
following:
|
Serial
|
Examination
project
|
Unit
|
Regular
Gas Specification
|
Target
Examination result
|
|
|
1
|
Octane
value
|
/
|
>=90
|
91
|
|
|
2
|
Temperature
of Evaporation
|
10%
Evaporation
|
C
|
<=70
|
56
|
|
20%
Evaporation
|
C
|
<=120
|
90
|
||
|
50%
Evaporation
|
C
|
<=190
|
165
|
||
|
Stop
point
|
C
|
<=205
|
190
|
||
|
Left
content
|
%
|
<=2
|
1
|
||
|
3
|
Steam
Barometric Pressure
|
March
16 – September 15
|
KPa
|
<=74
|
65
|
|
September
16 –March 15
|
KPa
|
<=88
|
78
|
||
|
4
|
Sol
|
Mg/100ml
|
<=5
|
4
|
|
|
5
|
Sheet
copper corrosion (50C, 3h)
|
/
|
<=1
|
1
|
|
|
6
|
Water-soluble
acid and alkali
|
/
|
No
|
No
|
|
|
7
|
Mechanical
impurity
|
/
|
No
|
No
|
|
|
8
|
Water
content
|
m/m
|
<=0.15
|
0.13
|
|
As at May
31, 2009 we have not spent any money on research and development. Much of the
work in this area has been provided by Mr. Rey Supera free of charge. Our
projected research and development expenses will be around $30,000.00 in the
next 12 months. Currently, we have two employees dedicated to research and
development. We believe that new and timely development of products and
technologies are important to our competitive position in the market and intend
to continue to invest in research and development activities.
Marketing
Once
developed, we intend to license our formula initially in the Philippines, and if
demand warrants, into China and other countries in Asia. We expect that the
international market for our proposed gasoline formula will grow, and we intend
to expand our presence in strategic international markets in response. To
address a potential global opportunity, we may hire sales, service and support
personnel locally to establish new relationships with petrochemical companies
abroad.
We
anticipate that, in time, the primary source of revenues for our business model
will be the license fees paid by business enterprises for the use of our
proposed gasoline formula. We also anticipate that we may receive compensation
for professional services such as customized research and development of our
proposed gasoline formula. Currently, we do not have any customers as our
gasoline formula is not yet fully developed. However, we do not expect to hire
any employees in the next twelve months.
Plan
of Operation
The
following sets out the timeline of our proposed operations:
|
§
|
Develop
the complete and commercial version of our proposed gasoline formula by
mid to late 2009. This will be the completed version of gasoline formula,
which will be marketed to potential customers in Philippines. Commence an
advertising campaign for our proposed gasoline formula following its
development.
|
|
§
|
Commence
development of prospects for higher standard gasoline formula by late
2009.
|
Furthermore,
in our management’s opinion, we can expect to incur the following expenses to
fund our plan of operation for the next twelve months:
|
§
|
Audit
fee, which consists primarily of accounting and auditing fees for the
yearend audit. We estimate that our audit fees for the next twelve months
will be approximately $10,000, which includes quarterly
reviews;
|
|
§
|
Bank
charges, which consist primarily of charges by our bank for processing
transactions through our checking account. We estimate that our bank
charges for the next twelve months will be approximately
$100;
|
|
§
|
Legal
fees, which consist primarily of fees paid by us regarding corporate and
securities advice and our reporting obligations under the 1934 Securities
and Exchange Act. We estimate that our legal fees for the next twelve
months will be approximately $15,000 to $20,000;
and
|
|
§
|
Other
operating expenses, which consist primarily of the expenses incurred for
further development of our proposed gasoline formula; for the advertising
campaign for our proposed gasoline formula; and for development of
prospects for third party applications for our proposed containment system
and other administrative expenses. We estimate that our other operating
expenses for the next twelve months will be approximately
$30,000.
|
Currently,
we do not have any customers as our gasoline formula is not yet fully developed,
nor can we assure that we will ever achieve revenues in connection with our
business plan.
Purchase
or Sale of Equipment
We do not
have plans to purchase any significant equipment in the next twelve
months.
Results
of operations for the nine and three months ended May 31, 2009 and 2008, and for
the period from Inception (May 8, 2006) to May 31, 2009
We have
not earned any revenues since our inception on May 8, 2006. We do not anticipate
earning revenues until such time that we have fully developed our mixed gasoline
formula and are able to obtain license fees in connection with our formula. We
are presently in the development stage of our business and we can provide no
assurance that we will develop our formula or successfully market
it.
We
incurred operating expenses in the amount of $6,000 for the nine months ended
May 31, 2009, compared with $6,000 for the nine months ended May 31, 2008. We
incurred operating expenses in the amount of $2,000 for the three months ended
May 31, 2009, compared with $2,000 for the three months ended May 31, 2008. We
incurred operating expenses in the amount of $83,985 for the period from May 8,
2006 (Inception) to May 31, 2009. The entire amount for each mentioned period
was attributable to professional fees. We anticipate our operating
expenses will increase as we undertake our plan of operations. The increase will
be attributable to undertaking the additional research phases of our mixed
gasoline formula and the professional fees associating with our becoming a
reporting company under the Securities Exchange Act of 1934.
We
incurred a net loss in the amount of $6,000 for the nine months ended May 31,
2009, compared with $6000 for the nine months ended May 31, 2008. We
incurred a net loss in the amount of $2,000 for the three months ended May 31,
2009, compared with $2,000 for the three months ended May 31,
2008. We incurred a net loss in the amount of $83,985 are
attributable to operating expenses together with a lack of any
revenues.
Liquidity
and Capital Resources
As of May
31, 2009, we had total current assets of $0. Our total current liabilities as of
May 31, 2009 were $40,985. This amount consists of a loan from a shareholder and
officer of the Company. The loan is non-interest bearing and is due upon demand.
As a result, we had working capital deficit of $40,985 as of May 31,
2009.
Operating
activities used $83,985 in cash for the period from inception (May 8, 2006) to
May 31, 2009. Our net loss of $83,985 for this period was the sole component of
our negative operating cash flow. We primarily relied on cash from the sale of
our common stock and loans to fund our operations during the period ended May
31, 2009.
The
success of our business plan beyond the next 12 months is contingent upon us
obtaining additional financing. We intend to fund operations through debt and/or
equity financing arrangements, which may be insufficient to fund our capital
expenditures, working capital, or other cash requirements. We do not have any
formal commitments or arrangements for the sales of stock or the advancement or
loan of funds at this time. There can be no assurance that such additional
financing will be available to us on acceptable terms, or at all.
Off
Balance Sheet Arrangements
As of May
31, 2009, there were no off balance sheet arrangements.
Going
Concern
We have a
working capital deficit and have not yet received revenues from sales of
products or services. These factors create substantial doubt about our
ability to continue as a going concern. The financial statements included
with this quarterly report do not include any adjustment that might be necessary
if we are unable to continue as a going concern.
Our
ability to continue as a going concern is dependent on our generating cash from
the sale of our common stock and/or obtaining debt financing and attaining
future profitable operations. Management’s plans include selling our
equity securities and obtaining debt financing to fund our capital requirement
and ongoing operations; however, there can be no assurance that we will be
successful in these efforts.
Item 3. Quantitative and Qualitative
Disclosures About Market Risk
A smaller
reporting company is not required to provide the information required by this
Item.
Item 4T. Controls and
Procedures
We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of May 31, 2009. This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, Susanna
Hilario. Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that, as of May 31, 2009, our disclosure
controls and procedures are effective. There have been no changes in
our internal controls over financial reporting during the quarter ended May 31,
2009.
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
Limitations on the
Effectiveness of Internal Controls
Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.
PART
II – OTHER INFORMATION
Item 1. Legal Proceedings
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
Item 1A: Risk Factors
A smaller
reporting company is not required to provide the information required by this
Item.
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
No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended May 31,
2009.
Item 5. Other Information
None
Item 6. Exhibits
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Exhibit
Number
|
Description
of Exhibit
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SIGNATURES
In
accordance with the requirements of the Securities and 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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Atheron
Inc.
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|
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Date:
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June
19, 2009
|
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By: /s/ Susanna
Hilario
Susanna
Hilario
Title: Chief
Executive Officer, Chief Financial Officer, Principal Accounting Officer
and Director
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