UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2010
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 333-59114
(Exact name of small business issuer as specified in charter)
Nevada
| 33-0730042
|
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
4440 PGA Blvd. Suite 600 Palm Beach, Fl
| 33410
|
| (Address of principal executive offices) | (Zip Code) |
888 720 2112
(Issuer's Telephone number, including area code)
N/A
(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 [X] No [_]
Indicate by check mark whether the registrant is a larger accelerated filer, an accelerated filer , a non-accelerated filer, or a smaller reporting company. See the definitions of "larger accelerated filer" and "smaller or a smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated Filer [ ] | Accelerated filer [_] |
| Non-accelerated filer[_] (Do not check if a smaller reporting company) | |
| Smaller reporting company[X] | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes[_] No [X]
Indicate the number of shares of the registrant's common stock outstanding of each of the insurer's common stock, as of the latest practicable date. As of September 30, 2010: 348,649 shares.
TABLE OF CONTENTS
| | PAGE |
| | |
| PART I. FINANCIAL INFORMATION | |
| | |
| Item 1. Financial Statements | |
| | |
| (a) Consolidated Balance Sheets | 4 |
| (b) Consolidated Statements of Operations | 5 |
| (c) Consolidated Statement of Shareholders' Equity (deficit) | 6 |
| (d) Consolidated Statements of Cash Flows | 7 |
| (e) Notes to Financial Statements | 8 |
| | |
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 12 |
| | |
| Item 4T. Controls and Procedures | 13 |
| | |
| PART II. OTHER INFORMATION | 14 |
| | |
| Item 1. Legal Proceedings | |
| | |
| Item 2. Changes in Securities and Use of Proceeds | |
| | |
| Item 3. Defaults On Senior Securities | |
| | |
| Item 4. Submission of Items to a Vote | |
| | |
| Item 5. Other Information | |
| | |
| Item 6. | |
| | |
| SIGNATURES AND CERTIFICATES | 15 |
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited financial statements of Time Associates, Inc. (the "Company"), have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, these financial statements may not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the audited financial statements and the notes thereto for the fiscal year ending June 30, 2010. In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to fairly present the Company's financial position as of September 30, 2010 and its results of operations and its cash flows for the t hree months ended September 30, 2010 and 2009, and the three months ended September 30, 2010 and 2009.
TIME ASSOCIATES, INC.
CONSOLIDATED BALANCES SHEET
| | | September 30 | | | | |
| | | 2010 | | | June 30, | |
| | | (UNAUDITED) | | | 2010 | |
| ASSETS | | | | | | |
| CURRENT ASSETS | | | | | | |
| Cash and Cash equivalents | | $ | 37,300 | | | $ | 87,646 | |
| Accounts Receivable | | | 18,056 | | | | 7,939 | |
| Total current assets | | | 55,356 | | | | 95,585 | |
| | | | | | | | | |
| Fixed assets, less accumulated depreciation | | | 5,773 | | | | 7,156 | |
| | | | | | | | | |
| | | $ | 61,129 | | | $ | 102,741 | |
| TOTAL ASSETS | | | | | | | | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
| CURRENT LIABILITIES | | | | | | | | |
| Accounts payable | | $ | 46,890 | | | $ | - | |
| Accounts payable – related parties | | | - | | | | 106,755 | |
| Accounts payable – credit line | | | 16,047 | | | | 16,681 | |
| Note Payable – Employee | | | 62,559 | | | | 62,559 | |
| Accrued expenses | | | 1,260 | | | | 1,260 | |
| Total Current Liabilities | | | 126,756 | | | | 187,255 | |
| | | | | | | | | |
| STOCKHOLDERS' EQUITY | | | | | | | | |
| | | | | | | | | |
| Preferred stock, $.001 par value; 200,000 shares Authorized, none issued and outstanding | | | | | | | | |
| Common stock, authorized, 200,000,000 shares, $.001 par value, 348,649 and 24,398,040 issued and outstanding, At September 30 and June 30, 2010 respectively | | | 349 | | | | 24,398 | |
| | | | | | | | | |
| Additional Paid-in Capital | | | 220,006 | | | | 195,957 | |
| Retained earnings (deficit) | | | (285,980 | ) | | | (304,869 | ) |
| Total stockholders' equity (deficit) | | | (65,626 | ) | | | (20,234 | ) |
| | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | $ | 61,129 | | | $ | 102,741 | |
The accompanying notes are an integral part of these financial statements.
TIME ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | | For the Three Months Ended September 30: | |
| | | 2010 | | | 2009 | |
| Revenue: | | | | | | |
| Marketing income | | $ | 139,110 | | | $ | 158,100 | |
| Total Revenue | | | 139,110 | | | | 158,100 | |
| | | | | | | | | |
| Expenses: | | | | | | | | |
| General & marketing expense | | | 99,097 | | | | 136,085 | |
| General and administrative | | | 17,849 | | | | 17,748 | |
| Total expenses | | | 116,946 | | | | 153,833 | |
| | | | | | | | | |
| Gain (Loss) from Operations | | | 22,164 | | | | 4,267 | |
| | | | | | | | | |
| Other Income (Expense) | | | | | | | | |
| Other Expense | | | (3,296 | ) | | | (473 | ) |
| Interest Income | | | 20 | | | | 191 | |
| | | | | | | | | |
Income (Loss) before provision for income tax | | | 18,888 | | | | 3,985 | |
| Provision for income taxes | | | - | | | | - | |
| Net income | | $ | 18,888 | | | $ | 3,985 | |
| | | | | | | | | |
| Loss per common share, basic and diluted | | $ | 0.05 | | | $ | | * |
| | | | | | | | | |
| Weighted average common shares outstanding | | | 348,649 | | | | 24,398,040 | |
| * Less than $.01 value | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
TIME ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | | Three Months Ended September 30, | |
| | | 2010 | | | 2009 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
| Net income | | $ | 18,888 | | | $ | 3,985 | |
| Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | | |
| Depreciation and amortization | | | 1.383 | | | | 1,911 | |
| (Increase) in Accounts Receivable | | | (10,117 | ) | | | 1,193 | |
| Increase (decrease) in Accounts payable | | | (46,890 | ) | | | ( 1,168 | ) |
| Increase (decrease) in Accounts payable- related party | | | (106,755 | ) | | | - | |
| Capital One Credit Line | | | (635 | ) | | | (864 | ) |
| Net cash used by operations | | | (50,346 | ) | | | 5,057 | |
| | | | | | | | | |
| Net Increase in Cash and Cash Equivalent | | | (50,346 | ) | | | 5,057 | |
| | | | | | | | | |
| Cash and Cash Equivalents at Beginning of Period | | | 87,646 | | | | 170,301 | |
| Cash and Cash Equivalents at End of Period | | $ | 37,300 | | | $ | 175,358 | |
| | | | | | | | | |
| NON-CASH TRANSACTIONS | | | | | | | | |
| Income tax paid | | $ | - | | | $ | - | |
| Interest paid | | $ | - | | | $ | - | |
The accompanying notes are an integral part of these financial statements.
TIME ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
| | | Common Stock | | | Additional Paid-in | | | Retained Earnings | | | Total Stockholders' | |
| | | Shares | | | Amount | | | Capital | | | (Deficit) | | | Equity | |
| | | | | | | | | | | | | | | | |
| Balance June 30, 2009 | | | 24,398,040 | | | $ | 24,398 | | | $ | 195,957 | | | $ | (240,589 | ) | | $ | (20,234 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Net Loss for the Year | | | -- | | | | -- | | | | -- | | | | (64,280 | ) | | | (64,280 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Balance June 30, 2010 | | | 24,398,040 | | | | 24,398 | | | | 195,957 | | | | (304,869 | ) | | | (84,514 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| August 11, 2010 reverse stock split one share for each 70 | | | (24,049,391 | ) | | | (24,049 | ) | | | 24,049 | | | | -- | | | | -- | |
| | | | | | | | | | | | | | | | | | | | | |
| Net Profit for the period. | | | -- | | | | -- | | | | -- | | | | 18,888 | | | | 18,888 | |
| | | | | | | | | | | | | | | | | | | | | |
| Balance September 30, 2009 (UNAUDITED) | | | 348,649 | | | $ | 349 | | | $ | 220,006 | | | $ | (285,981 | ) | | $ | (65,626 | ) |
The accompanying notes are an integral part of these financial statements.
TIME ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(UNAUDITED)
NOTE 1. - ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
On August 4, 2000, Time Lending, California, Inc., a Nevada corporation (Time-Nevada) was created for the sole purpose of effecting a merger of Time Lending, California, Inc., a California corporation (Time-California), with and into Time - Nevada.
Time Lending, California is a real estate loan broker licensed under the California Department of Real Estate. On December 4, 2000, Time Lending, California, Inc., a California corporation (Time - California) and Time Lending, California, Inc., a Nevada corporation (Time - Nevada), entered into a merger agreement with Time-Nevada as the surviving corporation. Investments in subsidiaries are at cost and inter-company transactions are eliminated. The subsidiaries (Time Management, Inc.) (Time Marketing Associates, Inc.) (Tenth Street, Inc.), are owned, 50% by Time Lending California, Inc. and 50% by stockholders per agreement. The stockholders of Time Lending are the officers and stockholders of the subsidiaries. The entirety of the subsidiaries' activities are consolidated due to the complete control of the subsidiaries by the parent corporation Time-Nevada through mutual officers and directors, and due to identical stockholder ownership.
On March 16, 2009 Time Lending California, Inc. was renamed Time Associates, Inc. with the approval of the Board of Directors and written consent of a majority of share holders
On August 11, 2010 the Company affected a 70 for one reverse stock split. Shares outstanding before the stock split were 24,398,040 and 348,649 after the split.
On August 30, 2010 the Company’s Board of Directors consented to a Merger with Healthient, Inc. a Nevada corporation. The “Merger Agreement” included the sale of the Company’s two fifty percent owned subsidiaries Time Management, Inc. and Time Marketing, Inc. to those companies’ minority shareholders.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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.
Fiscal year
The Company employs a fiscal year ending June 30.
Income tax
The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 ("SFAS 109"). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.
Revenue recognition
Marketing Income is from direct mail and telemarketing marketing projects and is recorded when the project is completed and shipped. Prices are agreed between the Company and its customer at the time of the order. Shipment is usually within 3-5 days from ordering.
Loan Fees are primarily mortgage origination fees for loans processed by the Company for its clients and various mortgage lenders. Revenue is recorded at the time of mortgage closing.
Real Estate Sales of income is fees for Company receiving fees as a Real Estate Agent and are recorded at the time the sale is closed.
Property and equipment
Property and equipment are recorded at cost and depreciated under the straight line method over each item's estimated useful life.
Financial Instruments
The carrying value of the Company's financial instruments, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value.
Stock based compensation
The Company accounts for employee and non-employee stock awards under SFAS 123(r), whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.
NOTE 2 - PROPERTY AND EQUIPMENT:
Property and equipment consisted of the following at:
| | | September 30, 2010 | | | June 30, 2010 | |
| Printers and Bursters | | $ | 41,776 | | | $ | 41,776 | |
| Accumulated depreciation | | | 36,003 | | | | 34,620 | |
| | | | | | | | | |
| Net Property and equipment | | $ | 5,773 | | | $ | 7,156 | |
| | | | | | | | | |
| Depreciation for the three month and year were: | | $ | 1,383 | | | $ | 6,589 | |
NOTE 3 - FEDERAL INCOME TAXES
The Company accounts for income taxes under ASC 740, which requires a change from the deferred method to the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable to future years to differences between financial statements carrying amounts and the tax basis of existing assets and liability.
At September 30 and June 30, 2010 the Company had net operating loss carry-forwards of approximately $286,000 and $305,000 which begin to expire in 2021. The deferred tax asset of 57,200 and $60,000 created by the net operating losses has been offset by a 100% valuation allowance. The change in the valuation allowance in three months ended September 30 was a negative $2,800 and for the year ended June 30, 2010 was $12,000.
NOTE 4 - LEASES
The Company leases office space under an operating lease which expires in January 2011 with payments of $2,100 per month.
NOTE 5 - NOTES PAYABLE
The Company at September 30 and June 30, 2010 had notes payable outstanding to an officer $62,559, unsecured and due on demand, with one note for $25,000 bearing no interest and one for $25,000 bearing interest at 4% adjustable, and one for $12,559 at 4% simple interest.
The Company carries a revolving line of credit with a bank, bearing interest at variable rates and requiring minimum monthly payments, with an outstanding balance at September 30 and June 30, 2010 of $16,047 and $16,681. Interest expense under the credit line for the three months ended September 30 and the year ended June 30, 2010 was approximately $200 and $2,000.
NOTE 6 - RELATED PARTY TRANSACTIONS
During the three months ended September 30, 2010 all amounts owed by the Company at June 30, 2010 to officers and others $106,755 for commissions and working capital advances were paid.
NOTE 7 - GOING CONCERN
The Company has suffered recurring losses from operations and has a working capital deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company may raise additional capital through the sale of its equity securities, through offerings of debt securities, or through borrowings from financial institutions. By doing so, the Company hopes through increased marketing efforts to generate greater revenues from sales of its direct marketing services. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.
Note 8 – REVERSE STOCK SPLIT
On August 11, 2010 the Company affected a 70 for one reverse stock split. Shares outstanding before the stock split were 24,398,040 and 348,649 after the split.
Note 9 – SUBSEQUENT EVENTS
On October 5, 2010 the Company’s merged with Healthient, Inc. a Nevada corporation. The “Merger Agreement” included the sale of the Company’s two fifty percent owned subsidiaries Time Management, Inc. and Tenth Street, Inc. to those companies’ minority shareholders.
The merger has been accounted for that a reverse merger and re-capitalizion. For full details see Securities and Exchange Commission 8-K filing dated October 13, 2010.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS FOR PLAN OF OPERATION
PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. PROSPECTIVE SHAREHOLDERS SHOULD UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD - LOOKING STATEMENT CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING, CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE COMPANY'S RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD - LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.
Company Overview
Time Associates, Inc. has engaged through Signature Marketing Division in the telemarketing for the insurance agencies and direct mailing for mortgage companies.
Time Associate's direct mail marketing division is a full service direct mail marketing service which prints and mails mortgage solicitations to potential home borrowers on behalf of mortgage companies to generate mortgage leads to help them increase their mortgage business.
Signature Marketing Division is a full service telemarketing service which schedules appointments for generating expiration dates and appointments for insurance agencies to bid on commercial policies for insurance producers to build their business.
Results of operation
Although revenues declined from $158,100 in the quarter ended September 30, 2009 to $139,110 in the current quarter ($18,990), the Company was able to decrease general and administrative expense from $136,085 in 2009 to $99,097 for the quarter ended September 30, 2010 ($36,988). This resulted in the increased profit from $3,985 in 2009 quarter to $18,888 for the quarter ended September 30, 2010.
Change in business
On July 19, 2010 the Company affected a 70 for one stock split. Shares outstanding before the stock split were 24,398,040 and 348,649 after the split.
Then on August 30, 2010 the Company’s Board of Directors consented to a Merger with Healthinet, Inc. a Nevada corporation. The “Merger Agreement” included the sale of the Company’s two fifty percent owned subsidiaries Time Management, Inc. and Time Marketing, Inc. to those companies’ minority shareholders. On October 5, 2010 the Company completed the merger with Healthient, Inc., issuing 43,618,356 shares of restricted common shares to acquire Healthient.
The Merger is being accounted for as a reverse-merger and recapitalization. The Company is the acquired for financial reporting purposes and Healthient is the acquiring company. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the Exchange will be those of the Healthient and will be recorded at the historical cost basis of Healthient, and the consolidated financial statements after completion of the Merger will include the assets and liabilities of Healthient and the Company, historical operations of the Company and operations of Healthient from the closing date of the Merger. As a result of the Merger, Healthient became a wholly-owned subsidiary of the Company.
Healthient is a direct sales company, offering delicious snacks that make healthy eating a fun experience for the entire family. The Company’s goal is to successfully position our products as convenient, healthy solutions across several eating occasions daily.
The SnackHealthy business opportunity empowers people from all walks of life to achieve their financial dreams. We provide tools and training, and support to help ensure the success of our brand partners.
ITEM 4T - Controls and Procedures The Company has disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended) to ensure that material information contained in its filings with the Securities and Exchange Commission is recorded, processed, summarized and reported on a timely and accurate basis. Based on such evaluation, the Company's principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures are effective at ensuring that material information is recorded, processed, summarized and reported on a timely and accurate basis in the Company's filings with the Securities and Exchange Commission. Since such evaluation there have not been any significant changes in the Company's internal controls, or in other factors that could significantly affect these controls.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the quarter ended September 30, 2010, there were no changes in our internal controls that have materially affected or are reasonably likely to have materially affected our internal control over financial reporting.
Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting 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 objectives of the control system is met. 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.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
On August 11, 2010 a reverse split of common stocks at one share for every 70 held.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 19, 2010, a majority of the Company's shareholders (54.11%) approved in a written consent a one-for-seventy reverse stock split of the Company's common stock. On August 30, 2010 the shareholders voted by a written consent of a majority of shareholders (54.11%) to approve the agreement and plan of reorganization with Healthient, Inc., a Nevada corporation and to ratify the spin-off of Time Marketing Associates, Inc., a subsidiary of the Company.
ITEM 5 - OTHER INFORMATION
On October 5, 2010 Healthient, Inc. acquitted Time Associates, Inc. in a reverse merger and the Time Associates subsidiaries were sold to the minority shareholders.
ITEM 6
(a) Exhibits
| Exhibit No. | Description |
| | |
| Exhibit 31.1 | CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT |
| | |
| Exhibit 31.2 | CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT |
| | |
| Exhibit 32 | CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| | TIME ASSOCIATES, INC., INC. | |
| | | | |
| Date: November 12, 2010 | By: | /s/ Katherine West | |
| | | Katherine West | |
| | | President | |
| | | | |
| | By: | /s/ William Lindberg | |
| | | William Lindberg | |
| | | Chief Financial Officer | |
| | | | |
