UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-QSB
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended September 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________to___________
Commission file number333-108911
MANU FORTI GROUP INC.
(Exact name of small business issuer as specified in its charter)
Nevada | 20-0118697 |
1304-925 West Georgia Street, Vancouver, BC, Canada, V6B 2W9 | |
(604) 484-9086 | |
| |
Check whether the issuer (1) filed all reports required to be filed by sections 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorten period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ].
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
Yes [ ] 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:
Outstanding as of September 30, 2004: 3,337,000 common shares
Transitional Small Business Disclosure Form Act (Check One) Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
The following interim unaudited financial statements for the period ended September 30, 2004 have been prepared by the Company.
MANU FORTI GROUP INC.
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
September 30, 2004
1. BALANCE SHEET
2. STATEMENTS OF OPERATIONS
3. STATEMENTS OF CASH FLOW
4. NOTES TO FINANCIAL STATEMENTS
Manu Forti Group Inc.
(An Exploration Stage Company)
BALANCE SHEET
(Unaudited)(Expressed in U.S. Dollars) | ||||
ASSETS | September 30, 2004 | March 31, 2004 | ||
Current | ||||
Cash and cash equivalents (Note 2(f)) | $ | 84,317 | $ | 14,131 |
Total current assets | 84,317 | 14,131 | ||
TOTAL ASSETS | $ | 84,317 | $ | 14,131 |
LIABILITIES | ||||
Current | ||||
Accounts Payable | 3,750 | 29,300 | ||
Due to shareholders (Note 3) | 101,874 | 101,874 | ||
Total current liabilities | 105,624 | 131,174 | ||
STOCKHOLDERS' (DEFICIENCY) | ||||
Capital Stock | ||||
Authorized: | ||||
75,000,000 Common shares, par value $0.001 | ||||
Issued and outstanding: | ||||
3,337,000 common shares (March 31, 2004 - 2,000,000) | ||||
Par Value | 3,337 | 2,000 | ||
Additional paid-in capital | 132,363 | - | ||
Share subscriptions | - | 15,000 | ||
Deficit accumulated | (157,007) | (134,043) | ||
Total Stockholders (Deficiency) | (21,307) | (117,043) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) | $ | 84,317 | $ | 14,131 |
APPROVED ON BEHALF OF THE BOARD | ||||
"GORDON SAMSON", Director | ||||
Manu Forti Group Inc.
(An Exploration Stage Company)
Statement of Operations
(Expressed in U.S. Dollars)
(Unaudited)
From Inception Date of July 25, 2003 to Period Ended September 30, 2004 | For the Three Months Ended September 30 | For the Six Months Ended September 30 | ||||||||||
2004 | 2003 | 2004 | 2003 | |||||||||
General and Administrative Expenses | ||||||||||||
Audit fees | $ | 7,052 | 1,835 | - | 5,612 | - | ||||||
Bad debts | 63,000 | - | - | - | - | |||||||
Bank charges and interest | 379 | 51 | 130 | 80 | 130 | |||||||
Consulting fees | 2,000 | - | - | - | - | |||||||
Geologist report | 12,895 | 8,595 | - | 8,595 | - | |||||||
Legal and accounting | 55,731 | - | 23,412 | 6,902 | 23,412 | |||||||
Transfer agent and filing fees | 1,475 | 75 | 1,200 | 275 | 1,200 | |||||||
Website development costs | 13,500 | - | - | 1,500 | - | |||||||
Incorporation costs written off | 975 | - | - | - | - | |||||||
Net loss before other items | 157,007 | 10,556 | 24,742 | 22,964 | 24,742 | |||||||
Provision for income taxes | - | - | - | - | ||||||||
Net profit (loss) for the Period | $ | (157,007) | $ | (10,556) | $ | (24,742) | $ | (22,964) | $ | (24,742) | ||
LOSS PER SHARE - BASIC | $ | (0.00) | $ | (0.01) | $ | (0.01) | $ | (0.01) | ||||
WEIGHTED AVERAGE NUMBER OF ISSUED SHARES | 2,435,978 | 2,000,000 | 2,219,180 | 2,000,000 | ||||||||
Manu Forti Group Inc. | ||||||||||||||||
(An Exploration Stage Company) | ||||||||||||||||
Statement of Stockholders' Deficiency | ||||||||||||||||
For the Six Months Ended September 30, 2004 | ||||||||||||||||
(Unaudited) | Total | |||||||||||||||
Additional | Stock- | |||||||||||||||
Common stock | paid-in | Share | Income | Deficit | Holders' | |||||||||||
Shares | Amount | capital | Subscriptions | (Loss) | Accumulated | (deficiency) | ||||||||||
Balance,March 31, 2004 | 2,000,000 | $ | 2,000 | - | - | - | $ | (134,043) | $ | (132,043) | ||||||
Share issued September 1 on SB-2 offering | 1,337,000 | 1,337 | 132,363 | - | - | - | 133,700 | |||||||||
- imputed interest on loan | - | - | - | - | - | - | - | |||||||||
- foreign currency translation adjustment | - | - | - | - | - | - | - | |||||||||
Net loss for the period ended September 30, 2004 | - | - | - | - | $ | (22,964) | (22,964) | (22,964) | ||||||||
Balance, September 30, 2004 | 3,337,000 | $ | 3,337 | $ | 132,363 | $ | (157,007) | $ | (21,307) | |||||||
Manu Forti Group Inc.
(An Exploration Stage Company)
Statement of Cash Flows
(Expressed in U.S. Dollars)
(Unaudited)
From Inception Date of July 25, 2003 to Period Ended September 30, 2004 | For the Three Months Ended September 30 | For the Six Months Ended September 30 | |||||||||||||||||||
2004 | 2003 | 2004 | 2003 | ||||||||||||||||||
Cash Provided by (Used for) Operating Activities | |||||||||||||||||||||
Net profit (loss) for the period | $ | (157,007) | (10,556) | $ | (24,742) | $ | (22,964) | $ | (24,742) | ||||||||||||
Items not requiring use of cash | |||||||||||||||||||||
Bad debts | - | - | - | - | - | ||||||||||||||||
Changes in non-cash working capital items | |||||||||||||||||||||
Accounts payable and accrued | 3,750 | (28,942) | 258 | (25,550) | 258 | ||||||||||||||||
(153,257) | (39,498) | (24,484) | (48,514) | (24,484) | |||||||||||||||||
Investing Activities | |||||||||||||||||||||
Loans receivable | - | - | - | - | |||||||||||||||||
Incorporation costs | - | - | (975) | - | (975) | ||||||||||||||||
- | - | (975) | - | (975) | |||||||||||||||||
Financing Activities | |||||||||||||||||||||
Shares issued | 135,700 | 133,700 | - | 133,700 | - | ||||||||||||||||
Share subscriptions | - | (15,000) | - | (15,000) | - | ||||||||||||||||
Loan from shareholder | 101,874 | - | 105,709 | - | 105,709 | ||||||||||||||||
237,574 | 118,700 | 105,709 | 118,700 | 105,709 | |||||||||||||||||
Cash Increase During the Period | 84,317 | 79,202 | 80,250 | 70,186 | 80,250 | ||||||||||||||||
Cash, Beginning of Period | _ | 5,115 | - | 14,131 | - | ||||||||||||||||
Cash and Equivalent, End of Period | 84,317 | 84,317 | 80,250 | 84,317 | 80.250 | ||||||||||||||||
SUPPLEMENTAL CASH FLOW INFORMATION | |||||||||||||||||||||
Cash and Equivalents consist of: | |||||||||||||||||||||
Cash | $ | 84,317 | $ | 84,317 | $ | 80,250 | $ | 84,317 | $ | 80,250 | |||||||||||
Lawyers Trust | - | - | - | ||||||||||||||||||
Manu Forti Group Inc.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 2004 | (Stated in U.S. Dollars) |
1. BUSINESS OPERATIONS AND CONTINUANCE OF OPERATIONS
- The Company was incorporated in the State of Nevada, USA on July 25, 2003 and this is the date of inception of the Company. The Company has contracted to acquire a mineral property interest but has not yet determined whether this property contains mineral resources that are economically recoverable
(b) The Company is considered to be an exploration stage enterprise, and its principal operations have not yet produced significant revenue.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) General and Administration Costs
General and Administration costs are written off to operations when incurred.
(b) Translation of Foreign Currency
The functional currency and the reporting currency is the United States Dollar.
Monetary assets and liabilities are translated at the current rate of exchange.
The weighted average exchange rate for the period is used to translate revenue, expenses, and gains or losses from the functional currency to the reporting currency.
The gain or loss on translation is reported as a separate component of stockholders' equity and is not recognized in net income. Gains or losses on remeasurement are recognized in current net income.
Gains or losses from foreign currency transactions are recognized in current net income.
Fixed assets are measured at historical exchange rates that existed at the time of the transaction.
Depreciation is measured at historical exchange rates that existed at the time the underlying fixed asset was acquired.
Capital accounts are translated at their historical exchange rates when the capital stock is issued.
The effect of exchange rate changes on cash balances is reported in the statement of cash flows as a separate part of the reconciliation of change in cash and cash equivalents during the year. There is no accumulated currency translation adjustment to September 30, 2004.
Manu Forti Group Inc.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 2004 | (Stated in U.S. Dollars) |
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
(c) Basis of Presentation
These financial statements are prepared in accordance with United States of America Generally Accepted Accounting Principles (GAAP).
(d) Net Loss Per Share
Net loss per common share is computed by dividing the net loss by the weighted average number of shares outstanding during the period.
Computation of basic and diluted weighted average of shares outstanding for the six month period ended September 30, 2004 is as follows:
(e) Mining Properties and Exploration Costs
Exploration costs and costs of acquiring mineral properties are charged to operations in the year in which they are incurred, except where these costs relate to specific properties for which economically recoverable resources are estimated to exist, in which case they are capitalized.
Mining properties are, upon commencement of production, amortized over the estimated life of the orebody to which they relate or are written off if the property is abandoned or if there is considered to be a permanent impairment in value.
Investments in mining properties over which the company has significant influence but not joint control are accounted for using the equity method.
Site Restoration and Post Closure Costs
Expenditures related to ongoing environmental and reclamation activities are expensed, as incurred, unless previously accrued.
Provisions for future site restoration and reclamation and other post closure costs in respect of operating facilities are charged to operations over the estimated life of the operating facility, commencing when a reasonably definitive estimate of the cost can be made.
Manu Forti Group Inc.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 2004 | (Stated in U.S. Dollars) |
2. SIGNIFICANT ACCOUNTING POLICIES (cont'd)
(f) Cash and Cash Equivalents
Cash and cash equivalents consist of $84,317 deposited with the Company's bankers as at September 30, 2004.
(g) Environment Remedial Liability
SOP 96-1 provides accounting guidance for environmental remedial liabilities. The Company does not own any properties that are subject to environmental remedial liabilities, accordingly, management is not aware of any known environmental remedial liabilities as at September 30, 2004.
(h) Stock-Based Compensation
The Company accounts for its stock-based compensation arrangements under the intrinsic value recognition and measurement principles of Accounting Principles Board ("APB") Opinion NO. 25, "Accounting for Stock Issued to Employees," and the FASB Interpretation No.44, "Accounting for Certain Transactions Involving Stock Compensation (an Interpretation of APB Opinion No. 25)." No options were granted during the period and accordingly there is no compensation cost.
(i) Segment Reporting
SFAS No.131, "Disclosures about Segments of an Enterprise and Related Information," establishes standards for a public company to report financial and descriptive information about its reportable operating segments in annual and interim financial reports. Operating segments are components of an enterprise about which separate financial information is available and evaluated regularly by the chief operating decision maker in deciding how to allocate resources and evaluate performance. Two or more operating segments may be aggregated into a single operating segment provided aggregation is consistent with objective an basic principles of SFAS No.131, if the segments have similar economic characteristics, and the segments are considered similar under criteria provided by SFAS No.131. SFAS No.131 also establishes standards and related disclosures about the way the operating segments were determined, products and services, geographic areas and major customers, differences between the measurements used in reporting segment information and those used in the Company's general-purpose financial statements, and changes in the measurement of segment amounts from period to period. See Note 8.
Manu Forti Group Inc.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2004 | (Stated in U.S. Dollars) |
3. LOAN FROM SHAREHOLDERS
The Company has a loan payable to a shareholder of $101,874. This amount is unsecured, non-interest bearing and has no fixed repayment terms.
As this related party provide the loan, a change to interest expense will be treated as a contribution to capital for foregone interest. Interest at bank prime rate will be used to record this forgone interest. There is no interest expense incurred for the period ended September 30, 2004.
4. INCOME TAXES
The Company has losses that total $157,007 for income tax purposes that may be carried forward to be applied against future taxable income. The benefit of a potential reduction in future income taxes has not been recorded as an asset at September 30, 2004 as it is reduced to nil by a valuation allowance, due to uncertainty of the application of the losses.
5. PENSION AND EMPLOYMENT LIANILITIES
The Company does not have any liabilities as at September 30, 2004 for pension, post employment benefits or postretirement benefits. The Company does not have a pension plan.
6. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash, and current liabilities. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these instruments. The fair value of these financial statements approximates their carrying values. The Company does not have any off-balance sheet debt.
7. MINERAL PROPERTY INTEREST
The Company owns a mineral property interest in the following twenty unit-mining claims registered in the Vernon Mining Division, covering approximately 1,250 acres.
Claim Name | Units | Record Number | Current Expiry Date |
Cruz | 20 | 413322 | August 19, 2005 |
The claim is 100% owned by Manu Forti Group Inc., and is held in trust for the Company by Stephen Kenwood. The Company will reimburse the director for any out of pocket expenses and staking costs.
On September 21, 2004 the Company contracted MCG Consulting Inc., to begin the initial work program consisting of the establishment of a grid in the area of the drill hole encountering 0.50 grams per tonne gold over 34 metres.
Manu Forti Group Inc.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 2004 | (Stated in U.S. Dollars) |
7. MINERAL PROPERTY INTEREST(continued)
This initial program will consist of the following:
Description | |
Establish Baseline 500 metres long | |
500 metre long grid lines at 100 metre intervals | |
Collect 126 soil samples | |
Assay 126 soil samples | |
Geological mapping and sampling of grid area | |
Compile data and drafting report | |
8. SEGMENT REPORTING
Segmented information of the Company's identifiable assets and operating activities, is as follows:
September 30, 2004 | Canada | U.S. | Total | |||
Current assets | $ | 84,317 | $ | 0 | $ | 84,317 |
Revenue | $ | 0 | $ | 0 | $ | 0 |
Administration costs | $ | 22,964 | $ | 0 | $ | 22,964 |
Net profit (loss) for the year | $ | (22,964) | $ | 0 | $ | (22,964) |
March 31, 2004 | Canada | U.S. | Total | |||
Current assets | $ | 14,131 | $ | 0 | $ | 14,131 |
Revenue | $ | 0 | $ | 0 | $ | 0 |
Administration costs | $ | 134,043 | $ | 0 | $ | 134,043 |
Net profit (loss) for the year | $ | (134,043) | $ | 0 | $ | (134,403) |
ITEM 2. Management's Discussion and Analysis or Plan of Operations.
Some discussions in this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We are an Exploration-stage company, and have not yet generated or realized any revenues from our business operations. We are not a blank check company. We have no intentions of merging with any other companies or allowing ourselves to be acquired by another company, or to act as a blank check company as that term is defined under Rule 419 of Regulation C under the Rules of the Securities Act of 1933.
The following is a list of our claims:
Claim Name | Units | Tenure Number | Current Expiry Date |
Cruz | 20 | 413322 | August 19, 2005 |
We are not the recorded owner of this property. The title of the claim and the right to explore this property are recorded in Stephen Kenwood's name to avoid paying additional fees. However, title to the claim has been conveyed to us in an unrecorded deed. Mr. Kenwood is a director of the Company.
We have a two-phase plan for our exploration program.
Phase 1 is expected to cost $22,000 and is planned to include measurement of regular spacings from a reference location for sample sites, preliminary examination and description of rock and mineral types for use in preparation of maps which show the location and features of each rock or mineral occurrence, if present, and collection of rock and soil samples at the sites which have been measured from a reference location for analysis in a laboratory to determine the quantities of certain of the metallic and non-metallic elements in each sample. On the grid used to collect soil geochemical samples, geophysical testing will also be conducted to obtain results pertaining to the relative magnetic characteristics of the bedrock underlying the sample grid. There is no record of any geophysics being conducted by previous operators of this property area and the Company feels that it will be a useful exploration tool to help delineate targets for further testing. Phase 1 will take approximately o ne month to complete, consisting of two weeks of fieldwork and two weeks of analytical evaluation and report writing. We will rely on an independent consulting geologist to conduct the fieldwork and to write the report based on his laboratory analysis. When we need this work done, we will hire a consulting geologist.
This work has now commenced. We contracted MCG Consulting Inc. on September 21, 2004. It is anticipated that the program will take 15 to 20 man days to complete the field work and another 5 man days to compile and summarize results into a report following receipt of assay information.
Subject to the results of the report provided by the geologist of Phase 1, we will continue to Phase 2, we would then start Phase 2 in November with an expectation to complete by mid December 2004, weather permitting. The Phase 2 program will consist of collection of rock and soil samples at additional sites which may be measured from a reference location for analysis in a laboratory to determine the quantities of certain of the metallic and non-metallic elements in each sample. Digging pits or trenches through soil to expose rock for purposes of sampling and description of rock or mineral occurrences will be the main focus of this program. Trenches or pits will be excavated approximately one to two metres deep and could be from several metres to fifty or more metres in length. A budget of $32,000 is estimated for Phase 2 and will take approximately four to six weeks to complete. We cannot work from December to April because of bad weather conditions.
To meet our needs for cash we have raised $133,700 from our public offering (the "Offering") by filing with the Securities and Exchange Commission ("SEC"), a Registration statement in Form SB-2, file no. 333-108911, which was effective on January 28, 2004. This Offering was completed on July 23, 2004. The completion of the Offering took longer than expected and as a result we did not start Phase 1 until the end of September 2004.
We do not need any more funding for Phases 1 and 2. We will have to raise more money through private placements, public offerings or by bringing in other partners if the exploration program yields any significant discovery of minerals. The money raised from this Offering is sufficient to meet our cash requirements for the next 12 months. The Company may have to raise additional funds within the next 12 months if further exploration is planned.
Our founders have not made a commitment of financial support to meet our obligations and we have not generated any revenues and no revenues are anticipated unless and until gold is discovered on the property that we have an interest. Accordingly, we must raise cash from other than the sale of the gold. We will be conducting research in connection with the exploration of the property. We are not going to buy or sell any plant or significant equipment. We do not expect a change in the number of our employees.
Initially, we intend to use the services of subcontractors for manual labour and exploration work on the property on which we own mining interests. Our only technical employees will be Gordon Samson and Steve Kenwood, our officers and directors.
At present, we have no employees, other than Messrs. Samson, our officers and directors, who are not paid any compensation for their services. Messrs. Samson does not have an employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to any employees.
Limited Operating History-Need for Additional Cash
There is no historical financial information about our company upon which to base an evaluation of our performance. We are an exploration-stage company and have not generated any revenues from operations. 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, possible delays in the exploration of our claims, and possible cost overruns due to price and cost increases in services.
To become profitable and competitive, we must conduct research and exploration of the property on which we own mining interests before we start production of any minerals we may find. We raised equity financing to provide the capital required to implement our research and exploration phases.
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 to explore or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Results of Operations
From inception to September 30, 2004, we have engaged in no significant operations other than organizational activities, preparing the registrations of our securities, completion of our public Offering and starting Phase 1 of our exploration program.
We acquired our mining interest on a property located in British Columbia and are commencing the research and exploration stage of our mining operations on the property at this time.
Mr. McManaman one of our founders is owed $101,874.00 for our corporate costs, mining interest acquisition consists and Offering expenses required before the completion of the Offering, and we issued 2,000,000 shares of common stock to raise money from our founders totalling $2,000.00.
Liquidity and Capital Resources
As of September 30, 2004, we have yet to generate any revenues from our business operations.
We issued 2,000,000 founders shares on July 29, 2003 for the amount of $2,000. Since our inception, Mr. McManaman advanced to us a net sum of $101,874.00, which is used for organizational and start-up costs, operating capital and Offering expenses incurred prior to the completion of this Offering. The loan does not bear interest and has not been repaid as of the date hereof and it is not due on a specific date. Mr. McManaman will accept repayment from us when the money is available. Mr. McManaman has orally agreed not to demand the repayment from the proceeds of this Offering except the Offering expenses that have been paid from the loan before completion of this Offering.
As of September 30, 2004 we had cash resources of $84,317. As of September 30, 2004, our total assets are $84,317 and our total liabilities are $105,624.
ITEM 3. Controls and Procedures
Based on his most recent evaluation, which was completed within 90 days of filing of this Form 10-QSB, the Company's chief executive officer and chief financial officer believes the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-14 and 15d-14) are effective. There were not any significant changes in the Company's internal controls or no other facts that could significantly affect these controls subsequent to the date of this evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. The Company is presently unable to provide segregation of duties within the Company as a means of internal control. As a result, the Company is presently relying on overriding management reviews, and assistance from its board of directors in providing short-term review procedures until such time as additional funding is provided to hire additional executives to segregate duties within the Company.
On November 8, 2004, the NASD cleared the request of U.S. Capital Partners, Inc., the market maker of the Compny, for an unpriced quotation on the OTC Bulletin Board ("OTCBB") for the Company's Common Stock. Our symbol on the OTCBB is "MNFG".
Item 6. Exhibits and Reports on Form 8-K
(a)
Exhibit No. | Description |
3.1* | Articles of Incorporation |
3.2* | Bylaws |
4.1* | Specimen Stock Certificate |
10.1* | Bill of Sale Absolute |
10.2* | Statement of Trustee |
10.3* | Deed |
31.1 | Rule 13(a) - 14 (a)/15(d) - 14(a) Certifications |
32.1 | Section 1350 Certifications |
*Filed as an Exhibit to the Company's Registration Statement on Form SB-2, dated May 17, 2003, and incorporated herein by this reference. | |
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.
Dated: November 10, 2004
MANU FORTI GROUP INC.
BY:/s/ Gordon Samson |
BY:/s/ Steven Kenwood |
Rule 13a-14(a)/15d-14(a)
I, Gordon Samson, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Manu Forti Group 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 respect the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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 functions):
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.
(Signature) (Date) | /s/ "Gordon Samson" |
Rule 13a-14(a)/15d-14(a)
I, Steven Kenwood, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Manu Forti Group 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 respect the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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 functions):
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.
(Signature) (Date) | /s/ "Steven Kenwood" November 10, 2004 |
Section 1350 Certifications
CERTIFICATE OF CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Gordon Samson, a Director and President, who also performs the function of principal chief executive officer and principal accounting officer of Manu Forti Group Inc., certify that the Quarterly Report on Form 10-QSB (the "Report") for the quarter ended September 30, 2004, filed with the Securities and Exchange Commission on the date hereof:
(i) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
(ii) the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of Manu Forti Group Inc.
By: | /s/ Gordon Samson |
A signed original of this written statement required by Section 906 has been provided to Manu Forti Group Inc. and will be retained by Manu Forti Group Inc. and furnished to the Securities and Exchange Commission or its staff upon request.