U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2008
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
SOTECH, INC.
(Exact name of small business issuer as specified in its charter)
Georgia |
| 20-0230416 |
(State or other jurisdiction of incorporation or formation) |
| (I.R.S. employer identification number) |
136 East Genessee Street
Syracuse, New York 13202
(Address of principal executive offices)
Issuer's telephone number: (315) 451-9601
Issuer's facsimile number: (315) 453-7311
No change
(Former name, former address and former
fiscal year, if changed since last report)
Copies to:
Richard W. Jones
Jones, Haley & Mottern, P.C.
115 Perimeter Center Place, Suite 170
Atlanta, Georgia 30346
(770) 804-0500
www.corplaw.net
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 10,720,000 shares of $.0001 par value common stock outstanding as of March 31, 2008.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer [ ]
Accelerated Filer [ ]
Non-Accelerated Filer [ ]
Smaller reporting company [X]
(Do not check if a smaller reporting company)
2
SOTECH, INC.
(a corporation in the development stage)-
INTERIM AND UNAUDITED FINANCIAL STATEMENTS INDEX
PART I – FINANCIAL INFORMATION:
Page
Item 1. Financial Statements 3 |
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Balance Sheet – March 31, 2008 (unaudited)………………… ……………………………………………….4 |
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Statement of Operations for the three months ended Mach 31, 2008 (unaudited) 5 |
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Statement of Cash Flows for the three months ended March 31, 2008 (unaudited) 6 |
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Notes to Unaudited Financial Statements 7-13 |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
14
Item 3. Quantitive and Qualitative Disclosure About Market Risks
15
Item 4. Controls and Procedures
15
PART II – OTHER INFORMATION:
Item 1. Legal Proceedings
16
Item 1A. Risk Factors
16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
16
Item 3. Defaults Upon Senior Securities
16
Item 4. Submission of Matters to a Vote of Security Holders
16
Item 5. Other Information
16
Item 6. Exhibits
17
Signatures
17
3
SOTECH, INC. | ||||
(A Development Stage Company) | ||||
BALANCE SHEETS | ||||
|
| (Unaudited) |
|
|
|
| March 31, |
| December 31, |
|
| 2008 |
| 2007 |
ASSETS |
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|
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Current Assets: |
|
|
|
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Cash |
| $ 14 |
| $ 14 |
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|
|
|
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Total Current Assets |
| 14 |
| 14 |
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|
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LIABILITIES & EQUITY |
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|
|
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Current Liabilities: |
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|
|
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Accounts Payable |
| 291 |
| 7,764 |
Interest Payable |
| 143 |
| 13 |
Related Party Accounts Payable |
| 1,336 |
| - |
Shareholder Loan |
| 7,050 |
| 50 |
|
|
|
|
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Total Current Liabilities |
| 8,820 |
| 7,827 |
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Total Liabilities |
| 8,820 |
| 7,827 |
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Stockholder's Equity |
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|
|
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Preferred Stock, par value $.0001, |
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|
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Authorized 10,000,000 shares, Issued 0 shares at |
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|
|
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March 31, 2008 and December 31, 2007 |
| - |
| - |
Common Stock, par value $.0001, |
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|
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Authorized 100,000,000 shares, Issued 10,720,000 shares at |
|
| ||
March 31, 2008 and December 31, 2007 |
| 1,072 |
| 1,072 |
Additional Paid-In Capital |
| 8,118 |
| 8,118 |
Deficit Accumulated During the Development Stage |
| (17,996) |
| (17,003) |
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|
|
|
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Total Stockholder's Equity |
| (8,806) |
| (7,813) |
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|
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TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ 14 |
| $ 14 | |
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The accompanying notes are an integral part of these financial statements | ||||
4
SOTECH, INC. | ||||||
(A Development Stage Company) | ||||||
STATEMENTS OF OPERATIONS | ||||||
(Unaudited) | ||||||
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| Cumulative |
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| Since | ||
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| For the Three Months Ended |
| September 8, | ||
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| March 31, |
| 2003 | ||
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| 2008 |
| 2007 |
| (Inception) |
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Revenues: |
| $ - |
| $ - |
| $ - |
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Expenses: |
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Accounting Fees |
| - |
| - |
| 12,033 |
Bookkeeping Fees |
| 863 |
| 698 |
| 3,381 |
General and Administrative |
| - |
| 95 |
| 2,167 |
Legal Fees |
| - |
| - |
| 250 |
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|
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Total Operating Expenses |
| 863 |
| 793 |
| 17,831 |
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Interest Expense |
| 130 |
| 2 |
| 143 |
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Net Loss Before Taxes |
| (993) |
| (795) |
| (17,974) |
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Income Tax |
| - |
| - |
| 22 |
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Net Income (Loss) |
| $ (993) |
| $ (795) |
| $ (17,996) |
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Basic & Diluted Loss per Share |
| $ - |
| $ - |
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Weighted Average Shares |
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Outstanding |
| 10,720,000 |
| 10,720,000 |
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The accompanying notes are an integral part of these financial statements | ||||||
5
SOTECH, INC. | ||||||
(A Development Stage Company) | ||||||
STATEMENT OF CASH FLOWS | ||||||
(Unaudited) | ||||||
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|
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| Cumulative since | ||
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| For the Three Months Ended |
| September 8, | ||
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| March 31, |
| 2003 | ||
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| 2008 |
| 2007 |
| (Inception) |
CASH FLOWS FROM OPERATING |
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ACTIVITIES: |
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Net Loss |
| $ (993) |
| $ (795) |
| $ (17,996) |
Increase (Decrease) in Accounts Payable |
| (5,664) |
| 294 |
| 291 |
Increase (Decrease) in Related Party Accounts Payable |
| (473) |
| - |
| 1,336 |
Increase (Decrease) in Accrued Interest |
| 130 |
| 2 |
| 143 |
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Net Cash Used in Operating Activities |
| (7,000) |
| (499) |
| (16,226) |
CASH FLOWS FROM INVESTING |
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ACTIVITIES |
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Net Cash Provided by Investing Activities |
| - |
| - |
| - |
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CASH FLOWS FROM FINANCING |
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ACTIVITIES: |
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Proceeds from Shareholder Loan |
| 7,000 |
| - |
| 7,050 |
Proceeds from Sale of Common Stock |
| - |
| - |
| 9,190 |
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Net Cash Provided by Financing Activities |
| 7,000 |
| - |
| 16,240 |
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Net (Decrease) Increase in Cash |
| - |
| (499) |
| 14 |
Cash at Beginning of Period |
| 14 |
| 3,418 |
| - |
Cash at End of Period |
| 14 |
| 2,919 |
| 14 |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Cash paid during the year for: |
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Interest |
| $ - |
| $ - |
| $ - |
Franchise Taxes |
| $ - |
| $ - |
| $ 22 |
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SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES |
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None |
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The accompanying notes are an integral part of these financial statements | ||||||
6
SOTECH, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Sotech, Inc. (a development stage company) is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
Interim Financial Statements
The unaudited financial statements as of March 31, 2008 and the three months then ended, reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of the operations for all three months. Operating results for interim periods are not necessarily indicative of the results which can be expected for full years.
Nature of Operations and Going Concern
The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that Sotech, Inc. (hereto referred to as the “Company”) will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.
Several conditions and events cast doubt about the Company’s ability to continue as a “going concern.” The Company has incurred net losses of approximately $ 17,996 for the period from September 8, 2003 (inception) to March 31, 2008, has no revenues and requires additional financing in order to finance its business activities on an ongoing basis. The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses. Management believes that actions presently being taken to revise the Company’s operating and financi al requirements provide them with the opportunity to continue as a “going concern”
These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern”. While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful.
7
SOTECH, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Nature of Operations and Going Concern (Continued)
If the Company were unable to continue as a “going concern,” then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Georgia on September 8, 2003 to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition, or other business combination with a domestic or foreign private business. Since September 8, 2003, the Company is in the development stage, and has not commenced planned principal operations. The Company has a December 31 year end.
Nature of Business
The Company has no products or services as of March 31, 2008. The Company was organized as a vehicle to seek merger or acquisition candidates. The Company intends to acquire interests in various business opportunities, which in the opinion of management will provide a profit to the Company.
Financial Instruments
The Company’s financial assets and liabilities consist of cash, inventory, accounts receivable, property and equipment, and accounts payable. Except as otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values due to the sort-term maturities of these instruments.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents to the extent the funds are not being held for investment purposes.
8
SOTECH, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company had cash and cash equivalents of $14 for both three months ended March 31, 2008 and the year ended December 31, 2007, all of which was fully covered by federal depository insurance.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles required 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 reporting period. Actual results could differ from those estimates.
Loss per Share
Basic loss per share has been computed by dividing the loss for the period applicable to the common stockholders by the weighted average number of common shares outstanding during the years. There were no common equivalent shares outstanding during the three months ended March 31, 2008 and March 31, 2007.
Income Taxes
The Company accounts for income taxes under the provisions of SFAS No.109, “Accounting for Income Taxes.” SFAS No.109 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities.
Reclassification
Certain reclassifications have been made in the 2007 financial statements to conform to the March 31, 2008 presentation.
9
SOTECH, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Standards
In February 2007, the FASB issued SFAS no, 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 provides companies with an option to report selected financials assets and liabilities at fair value. The objective of SFAS 159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. Generally accepted accounting principles have required different measurement attributes for different assets and liabilities that can create artificial volatility in earnings.
The FASB has indicated it believes that SFAS 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 does not eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS 157 and SFA No. 107, “Disclosures about Fair Value of Financial Instruments.” SFAS 159 is effective for the Company as of the beginning of fiscal year 2008. The adoption of this pronouncement did not have an impact on the Company’s finan cial position, results of operations or cash flows.
In December 2007, the FASB issued No. 160, “Noncontrolling Interests in Financial Statements, an amendment of ARB No. 51" (“SFAS 160"). SFAS 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement is effective for fiscal years beginning on or after December 15, 2008. Early adoption is not permitted. Management is currently evaluating the effects of this statement, but it is not expected to have any impact on the Company’s financial statements.
10
SOTECH, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Standards (Continued)
In December 2007, the FASB issued No. 141(R), “Business Combinations” (“SFAS 141(R)”. SFAS 141(R) provides companies with principles and requirements on how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree as well as the recognition and measurement of goodwill acquired in a business combination. SFAS 141(R) also requires certain disclosures to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Acquisition costs associated with the business combination will generally be expensed as incurred. SFAS 141(R) is effective for business combinations occurring in fiscal years beginning after December 15, 2008, which will require the Company to adopt these provisions for business combinations occurring in fiscal 2009 and thereafter. Early a doption of SFAS 141(R) is not permitted. Management is currently evaluating the effects of this statement, but it is not expected to have any impact on the Company’s financial statements.
In March 2008, the FASB issued No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133. (“SFAS 161"). SFAS 161 requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. Management is currently evaluating the effects of this statement, but it is not expected to have any impact on the Company’s financial statements.
11
SOTECH, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 2 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a development stage company, the Company will have recurring losses during its development stage. The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.
NOTE 3 - COMMITMENTS
As of March 31, 2008, all activities of the Company have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities.
NOTE 4 – RELATED PARTY TRANACTIONS
An Officer of the Company, Joseph Passalaqua, has advanced the Company $50 in order to open a bank account in the name of the Company. The note accrues simple interest at a rate of 10% annually and is payable on demand. As of March 31, 2008 the Company owed $50, related to this note, and it has accrued $15 in simple interest.
A Shareholder of the Company, Oxford Financial Group, has advanced the Company $ 7,000. The note accrues simple interest at a rate of 10% annually and is payable upon demand. As of March 31, 2008 the Company owed $7,000, related to this note, and it has accrued $128 in simple interest.
As of March 31, 2008, the Company currently has a Related Party Accounts Payable due to Lyboldt-Daly, Inc. for Bookkeeping expenses. Joseph Passalaqua, an officer of the Company is President and Sole Director of Lyboldt-Daly, Inc.
12
SOTECH, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 5 – COMMON STOCK TRANSACTIONS
On May 11, 2005, the Company issued 50,000 shares of common stock for cash at .01 per share.
On May 27, 2005, the Company issued 900,000 shares of common stock for cash at .0001 per share.
On June 14, 2005, the Company issued 6,000,000 shares of common stock for cash at .0001 per share.
On June 22, 2005, the Company issued 450,000 shares of common stock for cash at .01 per share.
On June 23, 2005, the Company issued 100,000 shares of common stock for cash at .01 per share.
On July 11, 2005, the Company issued 2,800,000 shares of common stock for cash at .0001 per share.
On July 13, 2005, the Company issued 200,000 shares of common stock for cash at .0001 per share.
On July 27, 2005, the Company issued 220,000 shares of common stock for cash at .01 per share.
13
Item 2. Management Discussion and Analysis of Financial Conditions and Results of Operations
THE THREE MONTHS ENDED MARCH 31, 2008 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2007
REVENUES
Our total sales revenue remained at $0 for the three months ended March 31, 2008, when compared to the three months ended March 31, 2007. There are no previous or current sales of merchandise to compare in 2008 or 2007 for a percentage of increase/decrease.
COSTS OF SALES
Our overall cost of sales remained at $0 for the three months ended March 31, 2008, when compared to the three months ended March 31, 2007. There are no previous or current costs of sales of merchandise to compare in 2008 or 2007 for a percentage of increase/decrease and systematic manner.
OPERATION AND ADMINISTRATIVE EXPENSES
Operating expenses increased by $70 or approximately 9% when comparing the $863 in the three months ended March 31, 2008 to $793 in the three months ended March 31, 2007. Professional fees, which included Accounting fees, Bookkeeping fees and Legal fees, increased by $165 over the same period in 2007. These are fees we pay to accountants and attorneys throughout the year for performing various tasks.
GOING CONCERN QUALIFICATION
In their Independent Auditor's Report for the fiscal year ending December 31, 2007, Robison, Hill & Co. states that we have incurred annual losses since inception raising substantial doubt about our ability to continue as a going concern.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2008, the Company had assets consisting of cash in the amount of $14. At March 31, 2008 the Company had total liabilities of $8,820. This amount includes shareholder loans for $7,050 and $143 in interest on these loans. The shareholder loans accrue simple interest at the rate of 10% per annum.
CASH FLOW
Our primary sources of liquidity have been cash from operations and shareholder loans.
WE MAY HAVE TO DISCONTINUE OPERATIONS.
If we are unable to achieve or sustain profitability, or if operating losses increase in the future, we may not be able to remain a viable company and may have to discontinue operations. Our expenses have historically exceeded our revenues and we have had losses in all fiscal years of operation, including those in the fiscal year ending 2007, and the losses are projected to continue in 2008. Our net losses for the three months ending March 31, 2008 and the year ending December 31, 2007 were $993 and $795, respectively. The company has a cumulative net loss of $17,996 since September 8, 2003 (Inception) to the period ended March 31, 2008. We have been concentrating on the development of our products, services and business plan. There is no assurance that we will be successful in implementing our business plan or that we will be profitable now or in the future.
We have been concentrating on the development of our business plan. There is no assurance that we will be successful in implementing our business plan or that we will be profitable now or in the future.
14
COMMON STOCK
We are authorized to issue 100,000,000 shares of Common Stock, with a par value of $0.0001. There are 10,720,000 shares of Common Stock issued and outstanding as of the date of this Quarterly Report on Form 10-Q. All shares of common stock have one vote per share on all matters including election of directors, without provision for cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non- assessable. In the event of liquidation of the company, the holders of common stock will share equally in any balance of the company's assets available for distribution to them after satisfaction of creditors and preferred shareholders, if any. The holders of common stock of the company are entitled to equal dividends and distributions per share with respect to the common stock when, as and if, declared by the board of directors from funds legally available.
PREFERRED STOCK
We are authorized to issue 10,000,000 shares of Preferred Stock, with a par value of $0.0001. There are 0 shares of preferred stock issued and outstanding as of the date of this Quarterly Report on Form 10-Q.
CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS
Statements contained in this "Management's Discussion and Analysis or Plan of Operation" may contain information that includes or is based upon certain "forward-looking statements" relating to our business. These forward-looking statements represent managements current judgment and assumptions, and can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are frequently accompanied by the use of such words as "anticipates," "plans," "believes," "expects," "projects," "intends," and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, including, while it is not possible to predict or identify all such risks, uncertainties, and other factors, those relating to:
·
our ability to secure the additional financing adequate to execute our business plan;
·
our ability to identify, negotiate and complete the acquisition of an operating business, consistent with our business plan.
Any one of these or other risks, uncertainties, other factors, or any inaccurate assumptions may cause actual results to be materially different from those described herein or elsewhere by us. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. Certain of these risks, uncertainties, and other factors may be described in greater detail in our filings from time to time with the Securities and Exchange Commission, which we strongly urge you to read and consider. Subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above and elsewhere in our reports filed with the Securities and Exchange Commission. We expressly disclaim any intent or obligation to update any forward-looking statements.
Item 3. Quantitive and Qualitative Disclosure About Market Risks.
Not Applicable.
Item 4. Controls and Procedures
(a)
Evaluation of disclosure 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, as amended the ("Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules, regulations and related forms, and that such information is accumulated and
15
communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
We have carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective.
(b)
Changes in internal controls.
There have been no significant changes in our internal controls or other factors that could significantly affect such controls and procedures subsequent to the date we completed our evaluation. Therefore, no corrective actions were taken.
Item 1. Legal Proceedings.
To the best knowledge of the Company's officers and directors, the Company is currently not a party to any pending legal proceedings.
Item 1A. Risk Factors.
There have been no material changes to the risk factors previously disclosed under item 1 of the Company’s Registration Statement on Form 10-SB as filed with the United States Securities and Exchange Commission on February 9, 2007.
Item 2. Unregistered sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
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(a)
Exhibits:
*3.1
Certificate of Incorporation, as filed with the Georgia Secretary of State on September 8, 2003.
*3.2
By-Laws.
31.1
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.
31.2
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.
32.1
Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.
32.2
Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.
* Filed as an exhibit to the Company's Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on February 9, 2007, and incorporated herein by this reference.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
Dated: May 2, 2008
SOTECH, INC.
By: /s/ William D. Harper
William D. Harper
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