NOTOX TECHNOLOGIES CORP. - Quarter Report: 2012 January (Form 10-Q)

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

or

For the transition period from ______________ to ________________

Commission File Number: 001-34911

Rockford Minerals Inc.

(Exact name of registrant as specified in its charter)

369 Shuter Street

Toronto, Ontario M5A 1X2, Canada

(Address of principal executive offices)

Registrant’s telephone number, including area code:  (416) 937-3266

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes S 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 £ 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 in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act).  Yes £ No S

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant 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 ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 10,146,883 shares of common stock at March 13, 2012.

ROCKFORD MINERALS INC.

INDEX

Item 1. Financial Statements

See accompanying notes to condensed unaudited financial statements

Rockford Minerals, Inc. 

(An Exploration Stage Company) 

 Condensed Statements of Operations

 (Unaudited)

See accompanying notes to condensed unaudited financial statements

Rockford Minerals, Inc.

(An Exploration Stage Company)

Condensed Statement of Changes in Stockholders' Equity/(Deficiency)

For the Period From October 29, 2007 (Inception) to January 31, 2012

(Unaudited)

See accompanying notes to condensed unaudited financial statements

Rockford Minerals, Inc.

(An Exploration Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

See accompanying notes to condensed unaudited financial statements

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2012

UNAUDITED

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation  

(B) Use of Estimates 

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2012

UNAUDITED

(C) Cash and Cash Equivalents

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

Cash includes deposits at foreign financial institutions which are not covered by FDIC. As of January 31, 2012 and October 31, 2011, the Company held $496 and $2,860, respectively, of US funds in a Canadian bank.

(D) Property and Equipment, Mining Properties (Exploration Costs)

In accordance with FASB Accounting Standards Codification No. 930, Extractive Activities – Mining, costs of acquiring mining properties are capitalized when proven and probable reserves exist and the property is a commercially mineable property. If the criteria are not met for capitalization, the costs of acquiring mining properties are expensed as incurred. Mining exploration costs are expensed as incurred. When it has been determined that a mineral property can be commercially developed, mining development costs incurred either to develop new gold, silver, lead and copper deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of the carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

The Company capitalizes costs for mining properties by individual property and defers such costs for later amortization only if the prospects for economic productions are reasonably certain.

Capitalized costs are expensed in the period when the determination has been made that economic production does not appear reasonably certain. The Company currently does not have any capitalized mining costs and all mining costs have been expensed.

(E) Loss Per Share

Basic income per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification No. 260, Earnings Per Share. As of January 31, 2012 and 2011, there were no common share equivalents outstanding.

(F) Income Taxes

The Company accounts for income taxes under the FASB Accounting Standards Codification No. 740, Income Taxes.  Under FASB Accounting Standards Codification No. 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under FASB Accounting Standards Codification No. 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2012

UNAUDITED

(G) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(H) Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments including accounts payable, notes payable- shareholder, and shareholder loans approximate fair value due to the relatively short period to maturity for these instruments.

(I) Reclassifications

Certain amounts from prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company’s net loss or cash flows.

(J) Recent Accounting Pronouncements

In June, 2011, the FASB issued ASU No. 2011-05, which amends ASC Topic 220, Comprehensive Income. Under the amendment, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments in this ASU should be applied retrospectively.

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2012

UNAUDITED

Additionally, the FASB issued a second amendment to ASC Topic 220 in December 2011, ASU No. 2011-12, which allows companies the ability to defer certain aspects of ASU 2011-05. For public entities, these amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The amendments do not require any transition disclosures.

On September 15, 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other, which simplifies how an entity is required to test goodwill for impairment. This ASU will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment.  The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  Early adoption is permitted.

NOTE 2       GOING CONCERN

As reflected in the accompanying unaudited financial statements, the Company is in the exploration stage with minimal operations, has a net loss of $174,099 since inception and has used cash from operations of $116,435 from inception. In addition, there is a working capital deficiency and stockholders’ deficiency of $63,296 as of January 31, 2012. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

NOTE 3       NOTES PAYABLE - SHAREHOLDER

During the three months ended January 31, 2012, the CFO loaned an additional $1,000 to the Company to pay Company expenses. The loan is non-interest bearing, unsecured and due on demand (See Note 6).

For the year ended October 31, 2011, the CFO paid $34,874 of expenses on behalf of the Company. Pursuant to the terms of the note agreements, the amount is non-interest bearing, unsecured and due on demand (See Note 6).

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2012

UNAUDITED

For the year ended October 31, 2009, the CEO loaned $6,500 to the Company. This loan isnon interest bearing, unsecured, and due on demand (See Note 6).

For the year ended October 31, 2008, the CEO loaned $18,503 to the Company. This loan isnon interest bearing, unsecured, and due on demand (See Note 6).

For the year ended October 31, 2009, the CEO was repaid $25,500 by the Company which included $497 of interest (See Note 6).

For the year ended October 31, 2011, the Company recorded $677 of imputed interest related to shareholder loans and notes payable as an in-kind contribution (See Notes 5 and 6). 

For the year ended October 31, 2009, the Company recorded $977 of imputed interest related to shareholder loans payable as an in-kind contribution (See Notes 5 and 6).

NOTE 4       SHAREHOLDER LOANS

During the three months ended January 31, 2012, the CFO paid an additional $3,000 of expenses on behalf of the company and was reimbursed $5,873. The loans are non-interest bearing, unsecured and due on demand (See Note 6).

For the year ended October 31, 2011, the CFO paid $4,934 of expenses on behalf of the Company and was repaid $1,692 (See Note 6). Pursuant to the terms of the loans, the remaining balance of $3,242 is non interest bearing, unsecured and due on demand.

NOTE 5       STOCKHOLDERS’ EQUITY/(DEFICIENCY)

Increase in Authorized Shares

On August 24, 2010, the Company increased the authorized shares of common stock from 10,000,000 to 100,000,000 shares.

Common Stock Issued for Cash

On December 11, 2011, the Company issued 146,883 shares of common stock for cash of $14,688 ($0.10 per share).

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2012

UNAUDITED

For the year ended October 31, 2010, the Company issued 1,000,000 shares of common stock for cash of $15,000 ($0.015 per share).

For the year ended October 31, 2009, the Company issued 3,000,000 shares of common stock for cash of $45,000 ($0.015 per share).

For the year ended October 31, 2008, the Company issued 6,000,000 shares of common stock for cash of $6,000 ($0.001 per share) to its founders.

In kind contribution of services and interest

For the three months ended January 31, 2012, the CEO and CFO of the Company contributed services having a fair value of $1,560 (See Note 6).

For the year ended October 31, 2011, the CEO and CFO of the Company contributed services having a fair value of $6,240(See Note 6).

For the three months ended January 31, 2012, the Company recorded $601 of imputed interest related to shareholder loans payable as an in-kind contribution (See Note 6).

For the year ended October 31, 2011, the Company recorded $677 of imputed interest related to shareholder loans payable as an in-kind contribution (See Notes 3 and 6).

For the year ended October 31, 2009, the Company recorded $977 of imputed interest related to shareholder loans payable as an in-kind contribution (See Notes 3 and 6). 

For the year ended October 31, 2010, the CEO and CFO of the Company contributed services having a fair value of $6,240 (See Note 6).

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2012

UNAUDITED

For the year ended October 31, 2009, the CEO and CFO of the Company contributed services having a fair value of $6,240 (See Note 6).

For the year ended October 31, 2008, the CEO and CFO of the Company contributed services having a fair value of $6,240 (See Note 6).

For the period from October 29, 2007 (inception) through October 31, 2007, the CEO and CFO of the Company contributed service having a fair value of $1,340 (See Note 6).

NOTE 6       RELATED PARTY TRANSACTIONS

For the three months ended January 31, 2012, the Company recorded $601 of imputed interest related to shareholder loans and notes payable as an in-kind contribution (See Note 5).

For the three months ended January 31, 2012, the CEO and CFO of the Company contributed services having a fair value of $1,560 (See Note 5).

During the three months ended January 31, 2012, the CFO loaned an additional $1,000 to the Company to pay Company expenses. The loan is non-interest bearing, unsecured and due on demand (See Note 3).

During the three months ended January 31, 2012, the CFO paid an additional $3,000 of expenses on behalf of the company and was reimbursed $5,873. The loans are non-interest bearing, unsecured and due on demand (See Note 4).

For the year ended October 31, 2011, the CFO paid $34,874 of expenses on behalf of the Company. Pursuant to the terms of the note agreements, the amount is non-interest bearing, unsecured and due on demand (See Note 3).

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2012

UNAUDITED

For the year ended October 31, 2011, the CFO paid $4,934 of expenses on behalf of the Company and was repaid $1,692 (See Note 4). Pursuant to the terms of the loans the remaining balance of $3,242 is non interest bearing, unsecured and due on demand.

For the year ended October 31, 2011, the Company recorded $677 of imputed interest related to shareholder loans and notes payable as an in-kind contribution (See Notes 3 and 5).

For the year ended October 31, 2011, the CEO and CFO of the Company contributed services having a fair value of $6,240 (See Note 5).

For the year ended October 31, 2010, the CEO and CFO of the Company contributed services having a fair value of $6,240 (See Note 5).

For the year ended October 31, 2009, the CEO loaned $6,500 to the Company. This loan is on interest bearing, unsecured, and due on demand (See Note 3).

For the year ended October 31, 2009, the CEO was repaid $25,500 by the Company, which included $497 on interest (See Note 3).

For the year ended October 31, 2009, the Company recorded $977 of imputed interest related to shareholder loans payable as an in-kind contribution (See Notes 3 and 5).

For the year ended October 31, 2009, the CEO and CFO of the Company contributed services having a fair value of $6,240 (See Note 5).

For the year ended October 31, 2008, the CEO and CFO of the Company contributed services having a fair value of $6,240 (See Note 5).

For the year ended October 31, 2008, the CEO loaned $18,503 to the Company. This loan is non interest bearing, unsecured, and due on demand (See Note 3).

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2012

UNAUDITED

For the period from October 29, 2007 (inception) through October 31, 2007, the CEO and CFO of the Company contributed service having a fair value of $1,340 (See Note 5).

NOTE 7       SUBSEQUENT EVENT

Subsequent to January 31, 2012, a shareholder loaned an additional $7,096 to the Company to pay Company expenses. These loans are non-interest bearing, unsecured and due on demand.

Item 2. Management’s Discussion and Analysis and Results of Operation

Caution Regarding Forward-Looking Statements

The following information may contain certain forward-looking statements that are not historical facts. These statements represent our expectations or beliefs, including but not limited to, statements concerning future acquisitions, future operating results, statements concerning industry performance, capital expenditures, financings, as well as assumptions related to the foregoing. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “shall,” “will,” “could,” “expect,” “estimate,” “anticipate,” “predict,” “should,” “continue” or similar terms, variations of those terms or the negative of those terms. Forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or view expressed herein. Our financial performance and the forward-looking statements contained in this report are further qualified by other risks including those set forth from time to time in documents filed by us with the U.S. Securities and Exchange Commission (“SEC”).

The following information has not been audited.  You should read this information in conjunction with the unaudited financial statements and related notes to the financial statements of Rockford Minerals Inc. (the “Company”) included in this report.

Plan of Operations

Overview

We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, exploiting natural resource properties. Our primary focus in the natural resource sector is gold.

We do not anticipate going into production ourselves but instead anticipate optioning or selling any ore bodies that we may discover to a major mining company. Most major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies such as the Company. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. By optioning or selling a deposit found by us to these major mining companies, it would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and it would also provide future capital for the Company to continue operations.

The search for valuable natural resources as a business is extremely risky. We can provide no assurance that the properties we have contain commercially exploitable reserves.  Exploration for natural resource reserves is a speculative venture involving substantial risks. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected geological formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost.

Natural resource exploration and development requires significant capital and our assets and resources are very limited. Therefore, we anticipate participating in the natural resource industry through the purchase or option of early stage properties. To date, we own one mining claim which is located in southwest Nevada.

Rockford Lode Claim

The Company owns the Rockford Lode Claim which was filed in Clark County, Nevada recorder’s office in Las Vegas on June 19, 2008, as Instrument 20080619- 0000221, File 081, Page 0074, in the official records book, T20080120393.

The Rockford Lode Claim is located within Township 27S, Range 60E, Section 31, and adjoining Township 28S, Range 60E, Section 6, in the Sunset Mining District of Clark County, Nevada, and is a Lode claim, unpatented mining claim.

Access from Las Vegas, Nevada to the Rockford Lode Claim is southeastward to Boulder City, then southward via Highway 95 to Searchlight, then westward via Highway 164 to Crescent from where a sub-standard road is taken northward to the Rockford Lode Claim. The entire distance from Las Vegas to the Rockford Lode Claim is approximately 84 miles.

The Sunset Mining District was established in 1867 within an area comprised of a group of hills (the Lucy Grey Range) of relatively low relief about 16 miles south of Jean, Nevada in the extreme southern part of Township 27S, Range 60E. The Sunset Mining District is south of the Goodsprings Mining District, which ranks second only to Tonopah in total lead and zinc production in the State of Nevada. The Lucy Grey mine began operations in 1905. Total production from the Lucy Grey mine is estimated (Vanderburg, 1937, p.80) at $50,000, principally in gold with lesser amounts of silver, lead, and copper.

There is no recorded production from the ground covered by the Rockford Lode Claim; however, inclusive prospect pits indicate the existence of mineralized zones.

Results of Operations for the Three Months ended January 31, 2012 compared to the Three Months ended January 31, 2011

Mining Development Rights. During the three month periods ended January 31, 2012, and 2011, the Company did not incur any costs to develop its mineral rights.

Professional Fees. During the three months period ended January 31, 2012, the Company incurred $14,646 in professional fees compared to $2,958 for the three month period ended January 31, 2011, an increase of 395%. Professional fees were paid primarily to the attorneys and accountants of the Company for legal compliance and SEC public company registration and reporting requirements.

General and Administrative Expenses. During the three month period ended January 31, 2012, the Company incurred $6,123 of general and administrative expenses compared to $2,000 during the three month period ended January 31, 2011, an increase of 206% in general administrative expenses. The general and administrative costs were comprised of administrative expenses including filing fees and in kind contribution of services.

Net Loss. During the three month period ended January 31, 2012, the Company incurred a net loss of $21,370 compared to a net loss of $4,958 during the three month period ended January 31, 2011, an increase in net loss of 318%.

Revenues. We have not earned any revenues since our incorporation on October 29, 2007, through January 31, 2012.  We do not anticipate producing revenues unless we enter into commercial production on our Rockford Lode mining claim, which is doubtful.  We can provide no assurance that we will discover economic mineralization on the Rockford Lode claim, or if such minerals are discovered, that we will enter into commercial production.

Liquidity and Capital Resources

Since inception, we have financed our cash requirements from cash generated from the sale of common stock and advances from related parties.

Since inception through to and including January 31, 2012, we have raised $80,688 through private placements of our common stock.

There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. Therefore, there is substantial doubt of the Company’s ability to continue as a going concern. If we are unable to achieve the financing necessary to continue the plan of operations, then we will not be able to continue our exploration of our mineral claims as the Company’s sources of cash are not adequate for the next twelve months and our business plans will fail.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet transactions, arrangements, or obligations that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, or capital resources.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements. Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment as estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect in our condensed results of operations, financial position or liquidity for the periods presented in this report.

Recent Accounting Pronouncements

In June, 2011, the FASB issued ASU No. 2011-05, which amends ASC Topic 220, Comprehensive Income. Under the amendment, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments in this ASU should be applied retrospectively.

Additionally, the FASB issued a second amendment to ASC Topic 220 in December 2011, ASU No. 2011-12, which allows companies the ability to defer certain aspects of ASU 2011-05. For public entities, these amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The amendments do not require any transition disclosures.

On September 15, 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other, which simplifies how an entity is required to test goodwill for impairment. This ASU will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment.  The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  Early adoption is permitted.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting Company as defined by Rule 12b-2 under the Securities Exchange Act of 1934, and are not required to provide the information required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls

Our management, which includes our President and our Chief Financial Officer who serves as our principal financial officer, have conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-14(c) promulgated under the Securities and Exchange Act of 1934, as amended) as of a date (the “Evaluation Date”) as of the end of the period covered by this report.  Our management does not expect that our disclosure controls and procedures will prevent all errors and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.  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, 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.  The design of any system of controls 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.

Based on their evaluation as of the end of the period covered by this report, our President and our Chief Financial Officer who also serves as our principal financial officer have concluded that our disclosure controls and procedures were effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our President and our Chief Financial Officer who serves as our Principal Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting in our last quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

N/A

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On December 11, 2011, the Company issued 146,883 shares of its Common Stock for $14,688 ($0.10 per share) to one non - United States resident purchases in reliance upon Regulation S under the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 20, 2012

INDEX TO EXHIBITS