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THC Therapeutics, Inc. - Quarter Report: 2009 October (Form 10-Q)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 October 31, 2009
   
[  ]
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the transition period   to __________
   
 
Commission File Number:  333-145794

Aviation Surveillance Systems, Inc.
(Exact name of small business issuer as specified in its charter)

Nevada
26-0164981
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)

7437 S. Eastern Ave., #307, Las Vegas, Nevada  89123-1538
(Address of principal executive offices)

702-885-3072
(Issuer’s telephone number)
 
_____________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
 
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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[ ] Large accelerated filer
[ ] Non-accelerated filer
[ ] Accelerated filer
[X] Smaller reporting company
   
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:  16,488,825 common shares as of December 10, 2009.
 
 
 
 
 
 
 
Page
PART I – FINANCIAL INFORMATION
 
3
4
  7
Item 4T: Controls and Procedures  7
 
PART II – OTHER INFORMATION
 
  8
Item 1A: Risk Factors  8
Item 2:
  8
  8
  8
  8
  9


 PART I - FINANCIAL INFORMATION

Item 1.                           Financial Statements

Our financial statements included in this Form 10-Q are as follows:
 
 
F-1
 
Balance Sheets as of October 31, 2009 (unaudited) and July 31, 2009;
 
F-2
 
Statements of Operations for the three months ended October 31, 2009 and 2008 and from inception on May 1, 2007 through October 31, 2009 (unaudited);
 
F-3
 
Statements of Stockholders’ Equity as of October 31, 2009 (unaudited);
 
F-4
 
Statements of Cash Flows for the three months ended October 31, 2009 and 2008 and from inception on May 1, 2007 through October 31, 2009 (unaudited);
 
F-5
 
Notes to Financial Statements.


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 October 31, 2009 are not necessarily indicative of the results that can be expected for the full year.


AVIATION SURVEILLANCE SYSTEMS, INC
 
(Formerly Fairytale Ventures Inc.)
 
(A Development Stage Company)
 
Balance Sheets
 
   
             
             
ASSETS
 
             
 
October 31,
 
July 31,
 
 
2009
 
2009
 
 
(unaudited)
 
(audited)
 
             
CURRENT ASSETS
           
             
Cash
  $ 1,638     $ 1,638  
                 
Total Current Assets
    1,638       1,638  
                 
TOTAL ASSETS
  $ 1,638     $ 1,638  
                 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
                 
CURRENT LIABILITIES
               
                 
Notes payable - related party
  $ 1,000     $ 1,000  
Accounts payable and accrued expenses
    113,191       69,148  
                 
Total Current Liabilities
    114,191       70,148  
                 
STOCKHOLDERS' DEFICIT
               
                 
Preferred stock - $0.001 par value; 10,000,000 shares
               
   authorized; no shares issued and outstanding
    -       -  
Common stock - $0.001 par value; 90,000,000 shares
               
   authorized; 16,488,827 shares issued and outstanding
    16,489       16,489  
Additional paid-in capital
    (264 )     (264 )
Deficit accumulated during the development stage
    (128,778 )     (84,735 )
                 
Total Stockholders' Deficit
    (112,553 )     (68,510 )
TOTAL LIABILITIES AND
               
  STOCKHOLDERS' DEFICIT
  $ 1,638     $ 1,638  
                 
 
The accompanying notes are an integral part of these financial statements.



AVIATION SURVEILLANCE SYSTEMS, INC
 
(Formerly Fairytale Ventures, Inc.)
 
(A Development Stage Company)
 
Statements of Operations
 
(Unaudited)
 
                   
                   
                   
                   
           
From Inception
 
         
on May 1,
 
 
For the Three Months Ended
 
2007 Through
 
 
October 31,
 
October 31,
 
 
2009
 
2008
 
2009
 
                   
REVENUES
  $ -     $ -     $ 200  
COST OF GOODS SOLD
    -       -       -  
GROSS MARGIN
    -       -       200  
                         
OPERATING EXPENSES
                       
                         
General and administrative
    44,020       4,324       128,792  
                         
Total Operating Expenses
    44,020       4,324       128,792  
                         
OTHER EXPENSES
                       
                         
Interest Expense
    23       20       186  
                         
NET LOSS BEFORE INCOME TAXES
    (44,043 )     (4,344 )     (128,778 )
INCOME TAX EXPENSE
    -       -       -  
                         
NET LOSS
  $ (44,043 )   $ (4,344 )   $ (128,778 )
                         
BASIC LOSS PER SHARE
  $ (0.00 )   $ (0.00 )        
                         
WEIGHTED AVERAGE NUMBER
                       
  OF SHARES OUTSTANDING
    16,488,827       10,305,517          
                         
 
 
The accompanying notes are an integral part of these financial statements.


AVIATION SURVEILLANCE SYSTEMS, INC
 
(Formerly Fairytale Ventures, Inc.)
 
(A Development Stage Company)
 
Statements of Stockholders' Deficit
 
(Unaudited)
 
                               
                     
Deficit
       
                     
Accumulated
       
               
Additional
   
During the
       
   
Common Stock
   
Paid-In
   
Development
       
   
Shares
   
Amount
   
Capital
   
Stage
   
Total
 
                               
Balance May 1, 2007
    -     $ -     $ -     $ -     $ -  
                                         
Contributed capital
    -       -       300       -       300  
                                         
Shares issued for cash
                                       
 at $0.001 per share
                                       
 on May 14, 2007
    11,798,803       11,799       (7,799 )     -       4,000  
                                         
Shares issued for cash
                                       
 at $0.004 per share
                                       
 on June 22, 2007
    4,690,024       4,690       7,235       -       11,925  
                                         
Net loss from inception
                                       
   through July 31, 2007
    -       -       -       (153 )     (153 )
                                         
Balance, July 31, 2007
    16,488,827       16,489       (264 )     (153 )     16,072  
                                         
Net loss for the year
                                       
  ended July 31, 2008
    -       -       -       (15,709 )     (15,709 )
                                         
Balance, July 31, 2008
    16,488,827       16,489       (264 )     (15,862 )     363  
                                         
Net loss for year ended
                                       
   ended July 31, 2009
    -       -       -       (68,873 )     (68,873 )
                                         
Balance, July 31, 2009
    16,488,827       16,489       (264 )     (84,735 )     (68,510 )
                                         
Net loss for the three months
                                       
  ended October 31, 2009
    -       -       -       (44,043 )     (44,043 )
                                         
Balance October 31, 2009
    16,488,827     $ 16,489     $ (264 )   $ (128,778 )   $ (112,553 )
                                         
 
 
The accompanying notes are an integral part of these financial statements.



AVIATION SURVEILLANCE SYSTEMS, INC
 
(Formerly Fairytale Ventures, Inc).
 
(A Development Stage Company)
 
Statements of Cash Flows
 
(Unaudited)
 
                   
                   
                   
               
From Inception
 
               
on May 1,
 
   
For the Three Months Ended
   
2007 Through
 
   
October 31,
   
October 31,
 
   
2009
   
2008
   
2009
 
OPERATING ACTIVITIES
                 
                   
Net loss
  $ (44,043 )   $ (4,344 )   $ (128,778 )
Adjustments to reconcile net loss to
                       
  net cash used by operating activities:
                       
Changes in operating assets and liabilities:
                       
Increase (decrease) in accounts payable
                       
  and accrued expenses
    44,043       3,107       113,191  
                         
Net Cash Used in
                       
   Operating Activities
    -       (1,237 )     (15,587 )
                         
INVESTING ACTIVITIES
    -       -       -  
                         
FINANCING ACTIVITIES
                       
                         
Proceeds from common stock issued
    -       -       16,225  
Increase in notes payable-related parties
    -       -       1,000  
                         
Net Cash Provided by
                       
   Financing Activities
    -       -       17,225  
                         
NET INCREASE (DECREASE) IN CASH
    -       (1,237 )     1,638  
                         
CASH AT BEGINNING OF PERIOD
    1,638       9,075       -  
                         
CASH AT END OF PERIOD
  $ 1,638     $ 7,838     $ 1,638  
                         
SUPPLEMENTAL DISCLOSURES OF
                       
CASH FLOW INFORMATION
                       
                         
CASH PAID FOR:
                       
                         
Interest
  $ -     $ -     $ -  
Income Taxes
  $ -     $ -     $ -  
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
The accompanying notes are an integral part of these financial statements.
 


AVIATION SURVEILLANCE SYSTEMS, INC.
(Formerly Fairytale Ventures, Inc.)
(A Development Stage Company)
Notes to Financial Statements
October 31, 2009


NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to make the financial statements be not misleading and to present fairly the financial position, results of operations, and cash flows at October 31, 2009, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's July 31, 2009 audited financial statements.  The results of operations for the periods ended October 31, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet
Established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

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 of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 
AVIATION SURVEILLANCE SYSTEMS, INC.
(Formerly Fairytale Ventures, Inc.)
(A Development Stage Company)
Notes to Financial Statements
October 31, 2009

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Recent Accounting Pronouncements

In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”.  Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10)  is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended September 30, 2009 did not have a significant effect on the Company’s financial statements as of that date or for the quarter or year-to-date period then ended. In connection with preparing the accompanying unaudited financial statements as of September 30, 2009 and for the quarter and nine month period ended September 30, 2009, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC).
 
 
In June 2009, the FASB issued SFAS 168,  The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009  and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented. As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.
 
NOTE 4 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) Company management reviewed all material events through the December 11, 2009.  There are no material subsequent events to report.


Item 2.     Management’s Discussion and Analysis or Plan of Operation

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.

Company Overview and Plan of Operation

We are a Nevada corporation, formed May 1, 2007.

Our original plan of operations was to offer unique “princess” tea parties and other themed birthday parties and special event parties for children.  The development of our planned operations was severely delayed, however, by certain unexpected personal and professional constraints on the time of our sole officer, Anusha Kumar.   Due to our continuing difficulties in this regard, we eventually determined that our original plan of operations was no longer workable as a practical and logistical matter.

On May 11, 2009, we changed our name to Aviation Surveillance Systems, Inc.  Concurrently with our name change, we suspended pursuit of our former plan of operations and began investigating new business opportunities.



Expected Changes In Number of Employees, Plant, and Equipment

We currently do not have plans to purchase any physical plant or any significant equipment or to change the number of our employees during the next twelve months.

Results of Operations for the three months ended October 31, 2009

We have earned only $200 in revenues from inception through the period ending October 31, 2009. We are presently in the development stage of our business and we can provide no assurance that we will produce significant revenues from the sale of our services or if revenues are earned, that we will be profitable.

We incurred expenses and net losses in the amount of $128,778 from our inception on May 1, 2007 through the period ending October 31, 2009.  We incurred expenses and net losses in the amount of $44,043 during the three months ended October 31, 2009, compared to expenses and net losses the amount of $4,344 during the three months ended October 31, 2008. Our operating expenses from inception through October 31, 2009 consisted primarily of general and administrative expenses.  Our losses are attributable to our operating expenses combined with a lack of significant revenues during our current stage of development.
 
 
Liquidity and Capital Resources

As of October 31, 2009, we had current assets in the amount of $1,638, consisting entirely of cash. Our current liabilities as of October 31, 2009, were $114,191. Thus, we had a working capital deficit of $112,553 as of October 31, 2009.

We have not attained profitable operations and may be dependent upon obtaining financing to pursue a long-term business plan. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Off Balance Sheet Arrangements

As of October 31, 2009, there were no off balance sheet arrangements.

Going Concern

Our financial statements have been prepared on a going concern basis. We had a working capital deficit of $112,553 as of October 31, 2009 and have an accumulated deficit of $128,778 since inception. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time. These factors raise substantial doubt that we will be able to continue as a going concern. Management plans to continue to provide for our capital needs by the issuance of common stock and related party advances.
 
 
 
Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

Recently Issued Accounting Pronouncements

In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”.  Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10)  is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended September 30, 2009 did not have a significant effect on the Company’s financial statements as of that date or for the quarter or year-to-date period then ended. In connection with preparing the accompanying unaudited financial statements as of September 30, 2009 and for the quarter and nine month period ended September 30, 2009, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC).
 
 
In June 2009, the FASB issued SFAS 168,  The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009  and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented. As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.


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 October 31, 2009.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Ms. Anusha Kumar.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of October 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 October 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 October 31, 2009.

Item 5.     Other Information

None



Item 6.      Exhibits

Exhibit
Number
 
Description of Exhibit
3.1
Articles of Incorporation (1)
3.2
Bylaws (1)

1  
Incorporated by reference to Registration Statement on Form SB-2 filed August 30, 2007.

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.

 
Aviation Surveillance Systems, Inc.
   
Date:
December 11, 2009
 
   
 
By:      /s/Anusha Kumar
             Anusha Kumar
Title:    Chief Executive Officer and Director