UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ x ] | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period endedMarch 31, 2003 |
[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
| For the transition period from [ ] to [ ] |
Commission file number 333-82478
CANPRO PLACEMENT SERVICES INC.
(Exact name of small business issuer as specified in its charter)
Nevada | N/A |
Suite 1600, 777 Dunsmuir Street,
Vancouver, British Columbia
Canada V7Y 1K4
(Address of principal executive offices)
(604) 687-9931
(Issuer's telephone number)
not applicable
(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 Exchange Act during the past 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 5,000,000 common shares outstanding as of April 30, 2003
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ x ]
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The Company's financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
CANPRO PLACEMENT SERVICES INC.
(a development stage company)
TABLE OF CONTENTS
| PAGE | |
PART 1 | FINANCIAL INFORMATION |
|
Item 1 | Financial Statements |
|
| Balance Sheets | -3- |
| Statements of Operations | -4- |
| Statements of Cash Flows | -5- |
| Notes To Financial Statements | -6- |
Item 2 | Management's Discussion and Analysis or Plan of Operation | -10- |
Item 3 | Controls and Procedures | -15- |
PART II | OTHER INFORMATION |
|
Item 4 | Other Information | -15- |
-2-
Canpro Placement Services Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)
March 31, | December 31, | |
Assets | ||
Current Assets | ||
Cash | 50 | 50 |
Total Assets | 50 | 50 |
Liabilities and Stockholder's Deficit | ||
Current Liabilities | ||
Accounts payable | 14,650 | 10,150 |
Accrued liabilities | 1,100 | 3,000 |
Due to a related party (Note 3(b)) | 15,251 | 12,028 |
Note payable to a related party (Note 3(a)) | 22,000 | 22,000 |
Total Liabilities | 53,001 | 47,178 |
Commitments (Note 1) | ||
Stockholder's Deficit | ||
Common Stock: 200,000,000 common shares authorized with a par value of $0.00001; 5,000,000 issued and outstanding (Note 4) | 50 | 50 |
Additional Paid-in Capital | - | - |
50 | 50 | |
Deficit Accumulated During the Development Stage (Note 1) | (53,001) | (47,178) |
Total Stockholder's Deficit | (52,951) | (47,128) |
Total Liabilities and Stockholder's Deficit | 50 | 50 |
-3-
Canpro Placement Services Inc.
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)
(unaudited)
Accumulated from | Three months | Three months | |
$ | $ | $ | |
Revenue | - | - | - |
Operating Expenses | |||
General and administrative | 11,886 | 2,250 | 2,250 |
Interest (Note 3) | 4,604 | 973 | 814 |
Organizational | 2,000 | - | -- |
Professional fees | 26,850 | 1,100 | -- |
Salary (Note 3) | 7,500 | 1,500 | 1,500 |
Travel | 161 | -- | -- |
| | (53,001) | 5,823 | 4,564 |
Net Loss for the Period | (53,001) | (5,823) | (4,564) |
Net Loss Per Share - Basic | | (0.00) | (0.00) |
Weighted Average Shares Outstanding |
| 5,000,000 | 5,000,000 |
(Diluted loss per share has not been presented as the result is anti-dilutive)
-4-
Canpro Placement Services Inc.
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)
(unaudited)
| Three months |
| Three months |
Cash Flows From Operating Activities |
|
|
|
Net loss | (5,823) |
| (4,564) |
Change in operating assets and liabilities |
|
|
|
Increase in accounts payable and accrued liabilities | 2,600 |
| 2,250 |
Net Cash (Used In) Operating Activities | (3,223) |
| (2,314) |
Cash Flows From Financing Activities |
|
|
|
Notes payable to a related party | - |
| 2,314 |
Due to a related party | 3,223 |
| - |
Net Cash Provided By Financing Activities | 3,233 |
| 2,314 |
Change in Cash | - |
| - |
Cash - Beginning of Period | 50 |
| 50 |
Cash - End of Period | 50 |
| 50 |
Supplemental Disclosures |
|
|
|
Interest paid | - |
| - |
Income taxes paid | - |
| - |
-5-
Canpro Placement Services Inc.
(A Development Stage Company)
Notes to Financial Statements
(expressed in U.S. dollars)
(unaudited)
1. Nature of Development Stage Activities and Operations
The Company was incorporated in the State of Nevada on December 21, 2001. The Company provides staffing services to accounting and information technology professionals. The right to exploit the business plan was acquired from the Company's President and only shareholder for no consideration. The Company is headquartered in Vancouver, British Columbia, Canada.
The Company's future operations are dependent upon the market's acceptance of its business plan. There can be no assurance that the Company will be able to secure market acceptance. As of December 31, 2002, the Company is considered to be a development stage enterprise as the Company has not generated any revenues. The Company is continuing to develop its new business, and has experienced negative cash flow to date. Costs to date have been financed by the issuance of common stock and financing from a related party. The Company may not have sufficient working capital to sustain operations over the fiscal year. Additional debt or equity financing will be required from its existing shareholder or third parties and may not be available on reasonable terms or on any terms at all. It is management's intention to continue to pursue market acceptance of its business plan and to identify equity funding sources until such time as there is sufficient operating cash flow to fund operating requirements. There is subs tantial doubt regarding the Company's ability to continue as a going concern.
The Company's SB-2 registration statement became effective September 24, 2002 and offering of shares will be open until March 23, 2003 which was extended to June 21, 2003. Management intends to raise $200,000 by issuing 2,000,000 common shares at $0.10 per share. Funds raised in the proposed equity financing will be used to fund the development of the business and to repay liabilities.
2. Summary of Significant Accounting Principles
(a) Use of Estimates
The preparation of financial statements in conformity with U.S. 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 periods. Actual results could differ from those estimates.
(b) Year End
The Company's fiscal year end is December 31.
(c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
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Canpro Placement Services Inc.
(A Development Stage Company)
Notes to Financial Statements
(expressed in U.S. dollars)
(unaudited)
2. Summary of Significant Accounting Principles (continued)
(d) Foreign Currency Translation
The functional currency of the Company's Canadian operations is the local currency. The financial statements are translated to United States dollars in accordance with SFAS No. 52 "Foreign Currency Translation" using period-end rates of exchange for assets and liabilities, and average rates of exchange for the year for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders' equity. Foreign currency transaction gains and losses are included in current operations.
(e) Revenue Recognition
Revenue generated from permanent placement services are on a contingency basis and are recognized at the time the customer agrees to hire a candidate supplied by the Company. The Company is a development stage enterprise and has not generated any revenue since inception. The Company will recognize revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements." According to SAB 101 revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability is reasonably assured.
(f) Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period.
(g) Financial Instruments
The fair values of cash and equivalents, accounts payable, accrued liabilities and amounts due to a related party were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The financial risk is the risk to the Company's operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
-7-
Canpro Placement Services Inc.
(A Development Stage Company)
Notes to Financial Statements
(expressed in U.S. dollars)
(unaudited)
2. Summary of Significant Accounting Principles (continued)
(h) Other Comprehensive Loss
SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. At March 31, 2003, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
(i) Recent Accounting Pronouncements
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," which amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The transition provisions do not currently have an impact on the Company's financial position and results of operations as the Company has no stock-based employee compensation. The disclosure provisions of SFAS No. 148 are effective for financial statements for interim periods beginning after December 15, 2002. The Company will a dopt the disclosure requirements of SFAS No. 148 if stock-based compensation is awarded to employees.
In June 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The Company adopted SFAS No. 146 on January 1, 2003. The adoption of this standard did not have a material effect on the Company's results of operations or financial position.
FASB has also issued SFAS No. 145, 147 and 149 but they will not have any relationship to the operations of the Company therefore a description of each and their respective impact on the Company's operations have not been disclosed.
-8-
Canpro Placement Services Inc.
(A Development Stage Company)
Notes to Financial Statements
(expressed in U.S. dollars)
(unaudited)
2. Summary of Significant Accounting Principles (continued)
(j) Interim Financial Statements
These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
3. Related Party Transactions and Balances
(a) The notes payable of $22,000 represent amounts loaned to the Company by the President. The loans are unsecured, bear interest at a rate of 1.25% per month, and are payable on demand.
(b) The amount owing of $15,251 to the President relates to a non-interest bearing loan of $2,750, interest owing on the notes payable of $4,604 (see Note 3(a)), salary of $7,500 and expenses paid on behalf of the Company of $397. These amounts are non-interest bearing, unsecured and due on demand.
-9-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward Looking Statements
This quarterly report contains certain forward-looking statements. Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, prediction, projections, assumptions or other future performance suggested herein.
Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements."
Overview
We are a start-up stage company and have not started operations or generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin placing employees. Accordingly, we must raise cash from other sources other than operations. Our only other source for cash at this time is investments by others in CanPro Placement Services Inc. We must raise cash to implement our operations. We are currently attempting to raise money via an offering of shares. We are offering 2,000,000 common shares at $0.10 per common share on a self-underwritten basis, no minimum, 2,000,000 shares maximum. Even if we raise the maximum amount of money in this offering, we do not know how long the money will last, however, we do believe it will last twelve months. We will not begin operations until we raise money from this offerin g.
To meet our need for cash we are attempting to raise money from this offering. We cannot guarantee that we will be able to raise enough money through this offering to begin operations or to stay in business after operations have commenced. If we do not raise all of the money we need from this offering to start or maintain our operations, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others. We have discussed this matter with our officers however, our officers are unwilling to make any commitment to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. If we raise the maximum amount of money from this offering, it will last a year. If we raise less than the maximum amount, we do not believe the money will last a year. If we raise less than the maximum amount and we need more money we will have to revert obtaining additional money as described in this paragraph. Other than as described in this paragraph, we have no other financing plans.
-10-
We anticipate completing our public offering within 270 days of SEC effectiveness. To date, we have not collected any proceeds from this offering. We expect to be fully operational within 30 days of completing our offering. Once operational, we will begin soliciting business and expect to generate revenues after approximately two months of operations. A portion of the funds received from this offering will be used to maintain our operations until we begin generating revenues.
We will not be conducting any research. Our plan of operation is explained in as much detail as possible in the business section of this report. We are not going to buy or sell any plant or significant equipment during the next twelve months.
If we are unable to start our operations or if we are unable to continue in business after we start our operations, because we do not have enough money, we will cease operations until we raise more money. If we cannot or do not raise more money, we will cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything.
In the event that we raise proceeds of $200,000 we plan to hire an additional full-time employee.
Plan of Operation for the next 12 months
Our specific goal is to create a profitable service for placing Canadian citizens in accounting, marketing, and information technology positions with Canadian and U.S. corporations. We intend to accomplish the foregoing by the following steps.
1. Complete our public offering. We believe that we will raise sufficient capital to begin our operations. We believe this could take up to 270 days. We will not begin operations until we have closed this offering. We intend to concentrate all of our efforts on raising as much capital as we can during this period.
2. After completing the offering, we will immediately begin establish our office and begin advertising and promoting our operations to prospective clients. Establishing our office will take a week. We have allocated up to $109,000 for the operation of our office. A detailed breakdown of the cost of operating our office is set forth in the Use of Proceeds section of this report.
Advertising and promotion will be an ongoing effort. We believe that we will place at least four candidates during the first thirty days of operation. We have allocated up to $40,000 for advertising and promotion. We intend to promote our services to software, telecommunications, manufacturing, engineering companies, and to accounting firms. We intend to do this initially by telephone and letter writing. Depending upon the amount of money we receive from the offering and the amount of success we have initially, we intend to expand our marketing through the use of printed brochures and advertising in professional journals. As our customer database increases, we intend to expand through the use of a website on the Internet.
3. At the same time we begin marketing our services, we will be creating an accounting system to bill our fees which will range from 15% to 30% of our candidate's first year annual salary compensation and to record our administrative expenses. We believe that we can have our accounting system completely functional within the first thirty days of operation. The cost is dependent upon the amount of money raised from the offering. We have allocated up to $5,000.00 for the creation of the accounting system. We have also allocated up to $3,000.00 for legal services relating to compliance with the Employment Standards Act. This will be accomplished within the first thirty days of operation as well.
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4. As we obtain information about each candidate, including those rejected by us, we will place the information in a database and coded in such a manner to allow us to access individuals in particular fields upon being contacted by a customer. Currently we do not have a software database to hold information on candidates. At the conclusion of this offering, we intend to buy software called Maximizer which costs approximately $140 for our software database. The database will be in place during the first week of our operation. A key to our future success is the ability to create a large database of qualified professionals.
In summary, we should be in full operation within thirty days of completing this offering.
We estimate we will generate revenues within sixty days of beginning operations and should be operating profitably within six months of beginning operations.
Use of Proceeds
Our offering is being made on a self-underwritten basis - no minimum basis. The table below sets forth the use of proceeds if 25%, 50%, 75% and 100% of the offering is sold.
| 25% |
| 50% |
| 75% |
| 100% | ||||
Gross proceeds | $ | 50,000 |
| $ | 100,000 |
| $ | 100,000 |
| $ | 200,000 |
Offering expenses | $ | 13,000 |
| $ | 13,000 |
| $ | 100,000 |
| $ | 200,000 |
Net proceeds | $ | 37,000 |
| $ | 87,000 |
| $ | 137,000 |
| $ | 187,000 |
The net proceeds will be used as follows:
Repayment of loan | $ | 22,000 |
| $ | 22,000 |
| $ | 22,000 |
| $ | 22,000 |
| 25% |
| 50% |
| 75% |
| 100% | ||||
Management salary | $ | 6,000 |
| $ | 6,000 |
| $ | 6,000 |
| $ | 6,000 |
Marketing | $ | 0 |
| $ | 10,000 |
| $ | 20,000 |
| $ | 40,000 |
Legal and accounting | $ | 5,000 |
| $ | 10,000 |
| $ | 10,000 |
| $ | 10,000 |
Working capital | $ | 4,000 |
| $ | 39,000 |
| $ | 79,000 |
| $ | 109,000 |
Total offering expenses were $35,000. Of the $35,000, $22,000 has been paid by Marcel de Groot, one of the officers and directors.
Proceeds will be first used to pay the offering expenses, then for staffing, marketing, legal and accounting, and working capital. If there is not enough money to pay the offering expenses, the unpaid portion will be accrued as a liability.
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The amounts to be paid from the proceeds for expenses of the offering are: $100 for legal fees; $2,000 for printing our prospectus; $5,000 for accounting fees; $2,000 for state securities registration fees; $3,000 for our transfer agent; and, $400 for miscellaneous unforeseen expenses relating to the offering. If less than $13,000 is raised in this offering, the money will be paid in the following order: (1) state securities registration fees; (2) legal fees; (3) accounting fees; (4) fees due the transfer agent; (5) printing expenses; and, (6) miscellaneous unforeseen expenses. Mr. de Groot has agreed to advance money to pay the expenses in the event that less than $13,000 is raised form the offering. If that occurs, Mr. de Groot will be repaid by us if and when we ever generate revenues to repay him.
A loan by Mr. de Groot to pay certain expenses associated with the offering will be repaid from the proceeds of the offering. The $22,000 was for legal fees for our incorporation and for the preparation of this registration statement and the payment of the SEC filing fee. The loan is unsecured, payable on demand, and bears interest at the rate of 1.5% per month.
Management salary consists of $500 per month to be paid to Mr. de Groot.
Limited operating history; need for additional capital
There is no historical financial information about CanPro Placement Services Inc. upon which to base an evaluation of our performance. We are in a start-up stage operation and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.
To become profitable and competitive, we have established a clientele and place our clients with businesses. We are seeking equity financing to provide for the capital required to implement our operations.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Results of operations
Operating results for the three-month period ended March 31, 2003
We incurred a net loss of $5,823 for the three-month period ended March 31, 2003 resulting in a loss per share of $0.00. The loss was attributable to $2,250 in general and administrative expenses and $973 in interest expense, $1,500 in salary expense and $1,100 in professional fees.
Operating results for the three-month period ended March 31, 2002
We incurred a net loss of $4,564 for the three-month period ended March 31, 2002 resulting in a loss per share of $0.00. The loss was attributable to $2,250 in general and administrative expenses and $814 in interest expense, and $1,500 in salary expense.
Other than incorporating, hiring and attorney and auditor, we did not conduct any operations of any kind and will not do so until we have completed this offering. We expect to begin operations thirty days after we complete this offering.
-13-
Since inception, we sold 5,000,000 shares of common stock to Marcel de Groot, one of our officers and directors for $50.00. Mr. de Groot has advanced $24,750 for the expenses of this offering.
Liquidity and capital resources
As of the date of this registration statement, we have yet to generate any revenues from our business operations.
We issued 5,000,000 shares of common stock through a Section 4(2) offering in December 2001. This was accounted for as a sale of common stock.
As of March 31, 2003, our total assets were $50 and our total liabilities were $53,001.
The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Certain conditions, discussed below, currently exist which raise substantial doubt upon the validity of this assumption. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.
Our future operations are dependent upon our ability to obtain third party financing in the form of debt and equity and ultimately to generate future profitable operations or income from its investments. As of March 31, 2003, we have not generated revenues, and have experienced negative cash flow from operations. We may look to secure additional funds through future debt or equity financings. Such financings may not be available or may not be available on reasonable terms.
Critical Accounting Policies
Our discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.
Recent Accounting Pronouncements
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," which amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The transition provisions do not currently have an impact on the Company's financial position and results of operations as the Company has no stock-based employee compensation. The disclosure provisions of SFAS No. 148 are effective for financial statements for interim periods beginning after December 15, 2002. The Company will a dopt the disclosure requirements of SFAS No. 148 if stock-based compensation is awarded to employees.
-14-
In June 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The Company adopted SFAS No. 146 on January 1, 2003. The adoption of this standard did not have a material effect on the Company's results of operations or financial position.
FASB has also issued SFAS No. 145, 147 and 149 but they will not have any relationship to the operations of the Company therefore a description of each and their respective impact on the Company's operations have not been disclosed.
The following discussion should be read in conjunction with our historical Financial Statements and contained herein.
ITEM 3. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 are recorded, processed, summarized and reported within the time periods specified in the rules and forms promulgated under such Act, and that such information is accumulated and communicated to management, including its Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Within 90 days prior to the date of this report, management carried out an evaluation, under the supervision and with the participation of the management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are effective in connection with the filing of this Quarterly Report on Form 10-QSB for the three month period ended March 31, 2003.
PART II OTHER INFORMATION
Item 4. Other Information
Securities Offering.
The Company's SB-2 registration statement was effective with the SEC on September 27, 2002.
The Company is offering up to a total of 2,000,000 common shares of common stock on a self-under written basis, no minimums, 2,000,000 shares maximum. The offering price is $0.10 per share.
To date the Company has not collected any proceed relating to this offering. The Company has issued its offering prospectus to several individuals and is in discussions with same, but has not yet collected any proceeds. The Company's proposed use of proceeds of our current offering is as follows:
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 14th day of May, 2003.
| CANPRO PLACEMENT SERVICES, INC. | |
| BY: | /s/ Marcel de Groot |
|
| Marcel de Groot |
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CERTIFICATION
I, Marcel de Groot, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of CanPro Placement Services, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Dated this 14th day of May, 2003.
| /s/ Marcel de Groot |
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CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of CanPro Placement Service Inc. (the "Company") on Form 10-QSB for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Marcel de Groot, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated this 14th day of May, 2003.
| /s/ Marcel de Groot |
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