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 December 31, 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 |
811- 602 West Hastings Street, Vancouver, BC, Canada, V6B 1P2 | |
(604) 484-9086 | |
1304 - 925 West Georgia Street, Vancouver BC, Canada, V6B 2W9 | |
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 December 31, 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 December 31, 2004, have been prepared by the Company.
MANU FORTI GROUP INC.
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
December 31, 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 |
| December 31, 2004 |
| March 31, 2004 |
Current |
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Cash and cash equivalents (Note 2(f)) | $ | 38,097 | $ | 14,131 |
Prepaid | 10,000 | |||
Total current assets |
| 48,097 |
| 14,131 |
TOTAL ASSETS | $ | 48,097 | $ | 14,131 |
LIABILITIES |
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|
|
Current | ||||
Accounts Payable | 164 | 29,300 | ||
Due to shareholders (Note 3) |
| 101,874 |
| 101,874 |
Total current liabilities |
| 102,038 |
| 131,174 |
STOCKHOLDERS' (DEFICIENCY) | ||||
Capital Stock | ||||
Authorized: |
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75,000,000 Common shares, par value $0.001 |
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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 | (189,641) | (134,043) | ||
Total Stockholders (Deficiency) |
| (53,941) |
| (117,043) |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) | $ | 48,097 | $ | 14,131 |
APPROVED ON BEHALF OF THE BOARD |
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"GORDON SAMSON", Director |
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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 December 31, 2004 | For the Three Months Ended December 31 | For the Nine Months Ended December 31 | ||||||||||
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| 2004 | 2003 |
| 2004 | 2003 | ||||||
General and Administrative Expenses |
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Accounting/Audit fees | $ | 12,871 | 5,819 | - | 11,431 | - | ||||||
Bad debts | 63,000 | - | - | - | - | |||||||
Bank charges and interest | 500 | 121 | 48 | 201 | 177 | |||||||
Consulting fees | 23,500 | 21,500 | - | 21,500 | - | |||||||
Geologist report | 12,895 | - | - | 8,595 | - | |||||||
Legal |
| 57,895 |
| 2,164 |
| 1,440 |
| 9,066 |
| 24,853 | ||
Transfer agent and filing fees | 4,505 | 3,030 | - | 3,305 | 1,200 | |||||||
Website development costs | 13,500 | - | - | 1,500 | - | |||||||
Incorporation costs written off |
| 975 |
| - |
| - |
| - |
| - | ||
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| ||||
Net loss before other items |
| 189,641 |
| 32,634 |
| 1,488 |
| 55,598 |
| 26,230 | ||
Provision for income taxes |
|
|
| - |
| - |
| - |
| - | ||
Net profit (loss) for the Period | $ | (189,641) | $ | (32,634) | $ | (1,488) | $ | (55,598) | $ | (26,230) | ||
LOSS PER SHARE - BASIC | $ | (0.01) | $ | (0.00) | $ | (0.02) | $ | (0.01) | ||||
WEIGHTED AVERAGE NUMBER OF ISSUED SHARES | 3,337,000 | 2,000,000 | 2,590,427 | 2,000,000 | ||||||||
Manu Forti Group Inc. |
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(An Exploration Stage Company) |
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Statement of Stockholders' Deficiency |
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For the Nine Months Ended December 31, 2004 |
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(Unaudited) |
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| Total | ||||
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| Additional |
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| 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 December 31, 2004 | - |
| - |
| - |
| - | $ | (55,598) |
| (55,598) | (55,598) | ||||
Balance, December 31, 2004 | 3,337,000 | $ | 3,337 | $ | 132,363 | $ | (189,641) | $ | (53,941) | |||||||
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 December 31, 2004 | For the Three Months Ended December 31 | For the Nine Months Ended December 31 | ||||||||||
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| 2004 | 2003 |
| 2004 | 2003 | ||||||
Cash Provided by (Used for) Operating Activities |
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Net profit (loss) for the period | $ | (189,641) | (32,634) | $ | (1,488) | $ | (55,598) | $ | (26,230) | |||
Items not requiring use of cash | ||||||||||||
Bad debts | - | - | - | - | - | |||||||
Changes in non-cash working capital items | ||||||||||||
Accounts payable and accrued | 164 | (3,586) | (29,136) | 258 | ||||||||
Prepaids | (10,000) | (10,000) | (10,000) | |||||||||
|
| (199,477) |
| (46,220) |
| (1,488) |
| (94,734) |
| (25,972) | ||
Investing Activities | ||||||||||||
Loans receivable | - | - | - | - | ||||||||
Incorporation costs |
| - |
| - |
| - |
| - |
| (975) | ||
- |
| - |
| - |
| - |
| (975) | ||||
Financing Activities |
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Shares issued |
| 135,700 |
| - |
| - |
| 133,700 |
| - | ||
Share subscriptions |
| - |
| - |
| - |
| (15,000) |
| - | ||
Loan from shareholder | 101,874 | - | 23,722 | - | 129,431 | |||||||
237,574 | - | 23,722 | 118,700 | 129,431 | ||||||||
Cash Increase During the Period | 38,097 | (46,220) | 22,234 | 23,966 | 102,484 | |||||||
Cash, Beginning of Period | - | 84,317 | 80,250 | 14,131 | - | |||||||
Cash and Equivalent, End of Period | 38,097 | 38,097 | 102,484 | 38,097 | 102,484 | |||||||
SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||||||
Cash and Equivalents consist of: | ||||||||||||
Cash | $ | 38,097 | $ | 38,097 | $ | 102,484 | $ | 38,097 | $ | 102,484 | ||
Lawyers Trust | - | - | - | |||||||||
Manu Forti Group Inc.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
December 31, 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 December 31, 2004.
Manu Forti Group Inc.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
December 31, 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 nine month period ended December 31, 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)
December 31, 2004 | (Stated in U.S. Dollars) |
2. SIGNIFICANT ACCOUNTING POLICIES (cont'd)
(f) Cash and Cash Equivalents
Cash and cash equivalents consist of $38,097 deposited with the Company's bankers as at December 31, 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 December 31, 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 measurement s 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)
December 31, 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 December 31, 2004.
4. INCOME TAXES
The Company has losses that total $189,641 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 December 31, 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 December 31, 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.
In September, 2004, the Company began an exploration program on the Cruz property that included prospecting a soil geochemical survey that was designed to confirm previously identified gold rich mineralization on the property and to tighten up coverage in the area of known mineralization. The program was successful in outlining two gold in soil anomalies with results of up to 230.6 parts per billion gold in an open ended northwest to southeast trending anomaly. Further programs of continued
Manu Forti Group Inc.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
December 31, 2004 | (Stated in U.S. Dollars) |
7. MINERAL PROPERTY INTEREST(continued)
soil geochemical grid sampling, detailed geological mapping, and mechanical trenching to follow-up the anomalous gold in soil results is required.
The Cruz property is in an area that was the scene of lode mining in the region in the late 1800's and 1900's and was an area of small scale exploration programs in the mid 1970's and 1980's. The property covers an area of extensive and thick pyritic mineralization that is locally enriched by gold. The alteration and mineralization occurs in a Jurassic aged Nicola Group sericitic schist unit that is 180 meters thick.
Previous work on the property was all of a widespread nature and no detailed geological mapping has been done on the property. Results from previous exploration over fifteen years ago resulted in a drill hole that assayed 0.31 grams per tonne gold over 125 meters, including a 34 meter interval that assayed 0.50 grams per tonne gold.
8. SEGMENT REPORTING
Segmented information of the Company's identifiable assets and operating activities, is as follows:
December 31, 2004 |
| Canada |
| U.S. |
| Total |
Current assets | $ | 48,097 | $ | 0 | $ | 48,097 |
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Revenue | $ | 0 | $ | 0 | $ | 0 |
Administration costs | $ | 55,598 | $ | 0 | $ | 55,598 |
Net profit (loss) for the year | $ | (55,598) | $ | 0 | $ | (55,598) |
March 31, 2004 |
| Canada |
| U.S. |
| Total |
Current assets | $ | 14,131 | $ | 0 | $ | 14,131 |
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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.
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 completed. We contracted MCG Consulting Inc. on September 21, 2004. While it was expected that findings would be available in November, the program results were not available until December 2004. The full report is posted on our website atwww.manufortigroup.com.
A summary of the program: sample grid lines on the property were orientated North-South and spaced 100 meters apart; sample spacing on each line was 25 meters. A total of 110 soil samples along five lines. The samples were taken from the "B Horizon", at a depth of about 25 centimetres, and were sealed in Kraft sample bags and shipped directly to Acme Analytical Laboratories in Vancouver BC. ICP-MS (Inductively Coupled Plasma - Mass Spectrometer) analysis was performed on the samples, testing for gold plus 35 other elements.
Results from the soil program indicate that a broad northwest to southeast trending gold in soil anomaly is present and is open in both directions. Results from this anomaly reach 230.6 parts per billion gold, with dimensions of 450 metres in length by 25-100 metres in width. This anomaly essentially mimics the geology of the property, which also trends northwest to southeast. The lower part of the quartz-feldspar porphyry, which is interpreted to be the protolith of the pyritic sericite schist (Caron, 2000), also appears to be mineralized. A second, lower grade anomalous zone is found along the western extent of grid coverage, with results ranging from 22.6 - 72.4 parts per billion gold. This anomaly appears to be entirely within the mapped altered sericite schist.
Results of Phase 1 are being evaluated and if Phase 2 is undertaken, timing would likely be in April 2005, as the property is relatively free of snow from late March to November. A 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.
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 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, and our officers and directors. 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 December 31, 2004, we have engaged in no significant operations other than organizational activities, preparing the registrations of our securities, completion of our public Offering and completion of Phase 1 of our exploration program.
Total operating expenses for the period from June 30, 2004 to September 30, 20004 and from September 30, 2004 to December 31, 2004 were $10,556 and $32,635, respectively. Out of these total expenses, professional fees paid to our independent auditors and legal counsel were $3,670 and $2,165, respectively. Bank charges and other office charges were $126 and $28,635, respectively. Operating expenses for conducting Phase 1 of the exploration program were $8,595.
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 December 31, 2004, we have yet to generate any revenues from our business operations.
We issued 2,000,000 founders shares on July 25, 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.
As of December 31, 2004 we had cash resources of $38,097. As of December 31, 2004, our total assets are $48,097 and our total liabilities are $102,038.
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.
The term "internal control over financial reporting" is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant;and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements
On November 8, 2004, the NASD cleared the request of U.S. Capital Partners, Inc., the market maker of the Company, 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
(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. | |
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.
Dated: February 8, 2005
MANU FORTI GROUP INC.
BY:/s/ Gordon Samson |
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, Mitch Ross, 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/ "Mitch Ross" February 8, 2005 |
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 December 31, 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.
Section 1350 Certifications
CERTIFICATE OF CHIEF FINANCIAL OFFICER
Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Mitch Ross, a Director, who also performs the function of principal chief financial officer of Manu Forti Group Inc., certify that the Quarterly Report on Form 10-QSB (the "Report") for the quarter ended December 31, 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/ Mitch Ross |
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.