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