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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 ended September 30, 2003 |
[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
| For the transition period from [ ] to [ ] |
Commission file number 000-50232
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)
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 [ ]
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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)
INTERIM FINANCIAL STATEMENTS
September 30, 2003
(Unaudited)
PAGE | |
PART 1 FINANCIAL INFORMATION | |
Item 1. Balance Sheet | 3 |
4 | |
5 | |
6 | |
Item 2. Management's Discussion and Analysis or Plan of Operation | 10 |
Item 3. Controls and Procedures | 11 |
PART II OTHER INFORMATION | |
Item 2. Changes in Securities | 16 |
Item 6. Exhibits and Reports on Form 8-K | 16 |
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Canpro Placement Services Inc.
(A Development Stage Company)
Balance Sheet
(expressed in U.S. dollars)
September 30, | December 31, | |
Assets | ||
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Current Assets | ||
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Cash and cash equivalents | 50 | 50 |
Total Assets | 50 | 50 |
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Liabilities and Stockholder's Deficit | ||
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Current Liabilities | ||
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Accounts payable | 29,849 | 10,150 |
Accrued liabilities | 700 | 3,000 |
Due to a related party (Note 3(b)) | 20,309 | 12,028 |
Note payable to a related party (Note 3(a)) | 22,000 | 22,000 |
Total Current Liabilities | 72,858 | 47,178 |
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Stockholder's Deficit | ||
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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 |
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Additional Paid-in Capital | - | - |
50 | 50 | |
Deficit Accumulated During the Development Stage (Note 1) | (72,858) | (47,178) |
Total Stockholder's Deficit | (72,808) | (47,128) |
Total Liabilities and Stockholder's Deficit | 50 | 50 |
Contingent Liability (Note 1)
The accompanying notes are an integral part of these financial statements
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Canpro Placement Services Inc.
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)
(unaudited)
Accumulated from |
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| |||
2003 | 2003 | 2002 | 2003 | 2002 | |
$ | $ | $ | $ | $ | |
Revenue | - | - | - | - | - |
Operating Expenses | |||||
General and administrative | 16,386 | 2,250 | 3,521 | 6,750 | 7,352 |
Interest | 6,662 | 1,048 | 607 | 3,032 | 2,587 |
Organizational | 2,000 | - | - | - | - |
Professional fees | 37,149 | 6,625 | 750 | 11,399 | 750 |
Salary | 10,500 | 1,500 | - | 4,500 | 4,500 |
Travel | 161 | - | 161 | - | 161 |
| | 72,858 | 11,423 | 5,039 | 25,681 | 15,350 |
Net Loss for the Period | 72,858 | 11,423 | 5,039 | 25,681 | 15,350 |
Net Loss Per Share - Basic and Diluted |
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Weighted Average Shares Outstanding |
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The accompanying notes are an integral part of these financial statements
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Canpro Placement Services Inc.
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)
(unaudited)
Nine month period ended | ||
2003 | 2002 | |
$ | $ | |
Cash Flows To Operating Activities | ||
Net loss | (25,681) | (15,350) |
Adjustment to reconcile net loss to cash | ||
Accounts payable and accrued liabilities | 17,400 | 5,900 |
Net Cash Used In Operating Activities | (8,281) | (9,450) |
Cash Flows From Financing Activities: | ||
Due to a related party | 8,281 | 9,450 |
Net Cash Provided By Financing Activities | 8,281 | 9,450 |
Net Increase in Cash and Cash Equivalents | - | - |
Cash and Cash Equivalents - Beginning of Period | 50 | 50 |
Cash and Cash Equivalents - End of Period | 50 | 50 |
Non-Cash Financing Activities | - | - |
Supplemental Disclosures | ||
Interest paid | - | - |
Income taxes paid | - | - |
The accompanying notes are an integral part of these financial statements
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Canpro Placement Services Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
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 September 30, 2003, 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 requirement s. There is substantial doubt regarding the Company's ability to continue as a going concern.
The Company's SB-2 registration statement became effective October 10, 2003 and offering of shares is open until April 8, 2004. 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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2. Summary of Significant Accounting Principles (Cont'd)
(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.
(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.
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2. Summary of Significant Accounting Principles (Cont'd)
(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. Th e Company will adopt the disclosure requirements of SFAS No. 148 if stock-based compensation is awarded to employees.
FASB has also issued SFAS No. 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.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The requirements of SFAS No. 150 apply to issuers' classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS No. 150 does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial inst ruments of non-public entities. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of SFAS No. 150 and still existing at the beginning of the interim period of adoption. Restatement is not permitted. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position".
(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.
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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 $20,309 to the President relates to a non-interest bearing loan of $2,750, interest owing on the notes payable of $6,662 (see Note 3(a)), salary of $10,500 and expenses paid on behalf of the Company of $397. These amounts are non-interest bearing, unsecured and due on demand.
4. Subsequent Events
On October 10, 2003, the Company's SB-2 Registration Statement became effective. The Company is offering up to 2,000,000 common shares at a price of $0.10 per common share on a self-underwritten basis.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward Looking StatementsThis 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 intend to attempt to raise money via an offering of shares. We prepared an SB-2 registration statement which went effective October 10, 2003, subsequent to the end of the period ended September 30, 2003. We intend to resubmit the registration statement. We will offer 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 amou nt 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 offering.
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.
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We anticipate completing our public offering within 180 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. - 11 - 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, a former officer and director.
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 from 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 1.25% per month.
Management salary consists of $500 per month to be paid to our President Mr. De Witt effective October 2003.
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 nine-month period ended September 30, 2003
We incurred a net loss of $25,681 for the nine-month period ended September 30, 2003 resulting in a loss per share of $0.00. The loss was attributable to $6,750 in general and administrative expenses and $3,032 in interest expense, $4,500 in salary expense and $11,399 in professional fees. Professional fees included audit and legal fees paid to cover reporting costs and the filing of the Company's SB-2 Registration Statement.
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Operating results for the nine-month period ended September 30, 2002
We incurred a net loss of $15,350 for the nine-month period ended September 30, 2002 resulting in a loss per share of $0.00. The loss was attributable to $7,352 in general and administrative expenses and $2,587 in interest expense, and $3,000 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.
Since inception, we sold 5,000,000 shares of common stock to Marcel de Groot, a former officer and director 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 September 30, 2003, our total assets were $50 and our total liabilities were $72,158.
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 September 30, 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.
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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. Th e Company will adopt the disclosure requirements of SFAS No. 148 if stock-based compensation is awarded to employees.
FASB has also issued SFAS No. 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.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The requirements of SFAS No. 150 apply to issuers' classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS No. 150 does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial inst ruments of non-public entities. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of SFAS No. 150 and still existing at the beginning of the interim period of adoption. Restatement is not permitted. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position".
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 Chief Executive 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 President 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 President 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 nine month period ended September 30, 2003.
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PART II OTHER INFORMATION
Item 2. Changes in Securities
Securities Offering.
The Company's SB-2 registration statement became effective with the SEC, subsequent to the nine-month period ended September 30,2003 (October 10, 2003).
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:
Item 6. Exhibits and Reports on Form 8-K
(a) | Exhibits | Item Description |
31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15 and Rule 15d-15(a), promulgated under the Securities and Exchange Act of 1934, as amended. | |
32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). | |
(b) Reports on Form 8-K
Subsequent to period end one report was filed on Form 8-K.
On October 3, 2003, Marcel de Groot, the Company's former President, transferred 4,500,000 shares of common stock which he owned to Patrick De Witt in consideration of $45. The foregoing 4,500,000 shares of common stock constituted all but 500,000 shares owned by Mr. de Groot. After the foregoing transaction, there were 5,000,000 shares outstanding and the following persons own more than 5% of the total outstanding shares of the Company.
On October 3, 2003, Marcel de Groot resigned as the Company's President, Principal Executive Officer, Treasurer, Principal Financial Officer and from the Board of Directors. Patrick De Witt assumed all appointed positions to fill Mr. de Groot's vacancy.
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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 18th day of November 2003.
| CANPRO PLACEMENT SERVICES INC. | |
| BY: | /s/ Patrick De Witt |
|
| Patrick De Witt President, Principal Executive Officer, Treasurer, Principal Financial Officer and a member of the Board of Directors. |
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