U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Mark One
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2009
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File No. 333-158560
EQUINOX INTERNATIONAL, INC. (Name of small business issuer in its charter) |
| | | |
| Nevada | | 80-0324801 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | |
3300 S. Decatur, #10542 Las Vegas, NV 89102 (Address of principal executive offices) |
| | | |
(267) 295-7814 (Issuer’s telephone number) |
| | | |
| Securities registered pursuant to Section12(b) of the Act: | | Name of each exchange on which registered: |
| None | | |
Securities registered pursuant to Section 12(g) of the Act:
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes o No o
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
| Class | | Outstanding as of January 21, 2010 |
| Common Stock, $0.001 | | 4,640,000 shares |
EQUINOX INTERNATIONAL, INC.
Form 10-Q/A
| PART 1 | FINANCIAL INFOMRATION | |
| | | |
| ITEM 1 | Financial Statements | 3 |
| | Balance Sheets | 3 |
| | Statements of Operations | 4 |
| | Statements of Cash Flows | 5 |
| | Notes to Financial Statements | 6 |
| | | |
| ITEM 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 |
| | | |
| ITEM 3 | Quantitative and Qualitative Disclosures About Market Risk | 12 |
| | | |
| ITEM 4 | Controls and Procedures | 12 |
| | | |
| PART II | OTHER INFORMATION | 13 |
| | | |
| ITEM 1 | Legal Proceedings | 13 |
| | | |
| ITEM 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
| | | |
| ITEM 3 | Defaults Upon Senior Securities | 13 |
| | | |
| ITEM 4 | Submission of Matters to a Vote of Security Holders | 13 |
| | | |
| ITEM 5 | Other Information | 13 |
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| ITEM 6 | Exhibits | 13 |
PART I
ITEM 1. FINANCIAL STATEMENTS
EQUINOX INTERNATIONAL, INC. (A Development Stage Company) Balance Sheet |
| Assets |
| | | November 30, | | | February 28, |
| | | 2009 | | | 2009 |
| | | (Unaudited) | | | (Audited) |
| Current Assets | | | | |
| Cash | | $ | - | | | $ | 13,462 | |
| Total Current Assets | | | - | | | | 13,462 | |
| | | | | | | |
| Other Assets | | | | | | |
Oil and Gas Property | | | 10,000 | | | | 10,000 | |
| Total Other Assets | | | 10,000 | | | | 10,000 | |
| | | | | | | |
| Total Assets | | $ | 10,000 | | | $ | 23,462 | |
| Liabilities and Stockholders’ Equity (deficit) |
| | | | | | | |
| Long Term Liabilities | | | | | | |
| Loan from Director | | $ | - | | | $ | 174 | |
| Total Long Term Liabilities | | | - | | | | 174 | |
| | | | | | | |
| Stockholders’ Equity (deficit) | | | | | | |
| | | | | | | |
| Common stock, $0.001par value, 75,000,000 shares authorized; | | | |
| 4,640,000 shares issued and outstanding | | | 4,640 | | | | 4,640 | |
| | | | | | | |
| Additional paid-in-capital | | | 22,160 | | | | 22,160 | |
| Deficit accumulated during the development stage | | | (16,800 | ) | | | (3,512 | ) |
| Total stockholders’ equity (deficit) | | | 10,000 | | | | 23,288 | |
| Total liabilities and stockholders’ equity (deficit) | | $ | 10,000 | | | $ | 23,462 | |
| |
| The accompanying notes are an integral part of these financial statements. |
EQUINOX INTERNATIONAL, INC. (A Development Stage Company) Statements of Operations(Unaudited) |
| | | Three Months Ended November 30, 2009 | | | Nine Months Ended November 30, 2009 | | | From Inception on November 5, 2008 to November 30, 2009 | |
| Revenues | | | | | | | | | |
| Revenues | | $ | 158 | | | $ | 499 | | | $ | 499 | |
| Total Revenues | | | 158 | | | | 499 | | | | 499 | |
| | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | | |
| General and Administrative Expenses | | | 5,833 | | | | 13,787 | | | | 17,299 | |
| Total expenses | | | 5,833 | | | | 13,787 | | | | 17,299 | |
| | | | | | | | | | | | | |
| Net (loss) | | $ | (5,675 | | | $ | (13,288 | ) | | $ | (16,800 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| (Loss) per common share – Basic and diluted | | $ | (0.00 | | | $ | (0.00 | ) | | $ | (0.00 | ) |
| | | | | | | | | | | | | |
| Weighted Average Number of Common Shares Outstanding | | | 4,640,000 | | | | 4,640,000 | | | | 4,640,000 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| The accompanying notes are an integral part of these financial statements. | |
EQUINOX INTERNATIONAL, INC. (A Development Stage Company) Statements of Cash Flows |
| (Unaudited) |
| | | Three Months Ended November 30, 2009 | | | Nine Months Ended November 30, 2009 | | From Inception on November 5, 2008 to November 30, 2009 | |
| Operating Activities | | | | | | | | |
| Net (loss) | | $ | (5,675 | ) | | $ | (13,288 | ) | | $ | (16,800 | ) |
Net cash (used) for operating activities | | | (5,675 | ) | | | (13,288 | ) | | | (16,800 | ) |
| | | | | | | | | | | | | |
| Investing Activities | | | | | | | | | | | | |
| Oil and gas property acquisition costs | | | - | | | | | | | | (10,000 | ) |
| Net Cash provided by (used in) Investing Activities | | | - | | | | | | | | (10,000 | ) |
| | | | | | | | | | | | | |
| Financing Activities | | | | | | | | | | | | |
| Loans from Director | | | (174 | ) | | | (174 | ) | | | - | |
| Sale of common stock | | | - | | | | | | | | 26,800 | |
| Net cash provided by financing activities | | | (174 | ) | | | (174 | ) | | | 26,800 | |
| | | | | | | | | | | | | |
Net increase (decrease) in cash and equivalents | | | (5,849 | ) | | | (13,462 | ) | | | (26,800 | ) |
| | | | | | | | | | | | | |
| Cash and equivalents at beginning of the period | | | 5,849 | | | | 13,462 | | | | - | |
| Cash and equivalents at end of the period | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| Supplemental cash flow information: | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Cash paid for: | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Interest | | $ | - | | | $ | | | | $ | - | |
| Taxes | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Non-Cash Activities | | $ | - | | | $ | - | | | $ | - | |
The accompanying notes are an integral part of these financial statements.
EQUINOX INTERNATIONAL, INC.
(A Development Stage Company)
Notes To The Financial Statements
November 30, 2009
1. ORGANIZATION AND BUSINESS OPERATIONS
EQUINOX INTERNATIONAL, INC. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on November 5, 2008. The Company is in the development stage as defined under Statement on Financial Accounting Standards No. 7, Development Stage Enterprises (“SFAS No.7”) and intends to commence operations in oil & gas exploration and production industry in North America. As at November 30, 2009, the Company had a loss from operations of $16,941, working capital equity of $33 and has earned $499 in revenues since inception.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a)Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
b) Going Concern
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $16,941 as of November 30, 2009 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with private placement of common stock.
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
d) Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
e) Foreign Currency Translation
The Company's functional currency and its reporting currency is the United States dollar.
f) Financial Instruments
The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments.
g) Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R). To date, the Company has not adopted a stock option plan and has not granted any stock options.
EQUINOX INTERNATIONAL, INC.
(A Development Stage Company)
Notes To The Financial Statements
November 30, 2009
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
h) Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
i) Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with SFAS No. 128,"Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares
outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.
j) Fiscal Periods
The Company's fiscal year end is February 28.
k) Oil and gas accounting policy. The Company utilizes the full-cost method of accounting for oil and gas properties. Under this method, the Company capitalizes all costs associated with acquisition, exploration and development of oil and natural gas reserves, including leasehold acquisition costs whether the projects are successful or unsuccessful. The capitalized cost is then amortized into expense as the total reserves are produced.
l) Recent Accounting Pronouncements
Recently issued accounting pronouncements
FASB Accounting Standards Codification (Accounting Standards Update (“ASU”) 2009-01)
In June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the SEC, have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the quarter ended November 30, 2009.
As a result of the Company’s implementation of the Codification during the quarter ended November 30, 2009, previous references to new accounting standards and literature are no longer applicable. In the current quarter financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.
EQUINOX INTERNATIONAL, INC.
(A Development Stage Company)
Notes To The Financial Statements
November 30, 2009
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Subsequent Events
(Included in ASC 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)
ASC 855 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued. ASC 855 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. ASC 855 became effective for interim or annual periods ending after June 15, 2009 and did not impact the Company’s consolidated financial statements. The Company evaluated for subsequent events through January 21, 2010, the issuance date of the Company’s financial statements.
3. COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share.
On January 20, 2009, the Company issued 3,000,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $3,000.
In February 2009, the Company issued 900,000 shares of common stock at a price of $0.01 per share for total cash proceeds of $9,000.
In February 2009, the Company issued 740,000 shares of common stock at a price of $0.02 per share for total cash proceeds of $14,800.
During the period November 5, 2008 (inception) to February 28, 2009, the Company sold a total of 4,640,000 shares of common stock for total cash proceeds of $26,800. The Company has not sold or issued any shares of common stock subsequent to February 28, 2009.
4. INCOME TAXES
As of November 30, 2009, the Company had net operating loss carry forwards of approximately $16,800 that may be available to reduce future years’ taxable income through 2029. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
5.OIL AND GAS PROPERTY
In February 2009, the Company acquired by farmout for $10,000 the right to earn a ..38% working interest in two wells in the Bigoray Area of West Central Alberta, Canada, by paying the costs of workover, equipping and tie in on the two wells.
EQUINOX INTERNATIONAL, INC.
(A Development Stage Company)
Notes To The Financial Statements
November 30, 2009
6. RELATED PARTY TRANSACTIONS
On November 5, 2008, a related party loaned the Company $174. The loan is non-interest bearing, due upon demand and unsecured. The loan was paid in full on November 24, 2009.
7. CHANGE OF CONTROL TRANSACTION
With the approval of its Board of Directors and the consent of a majority of its outstanding shareholders, the Company entered into an agreement on August 19, 2009, with the stockholders of Biostem US Inc. (“Biostem”) pursuant to which the Company will acquire all of the issued and outstanding shares of Biostem in exchange for a quantity of newly issued common shares of the Company. As a result of the proposed transaction, the shareholders of Biostem would acquire control of the Company and would appoint the directors and officers of the Company. As of January 21, 2010, the transaction has not been consummated.
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
GENERAL
EQUINOX INTERNATIONAL, INC. was incorporated under the laws of the State of Nevada on November 5, 2008. Our registration statement has been filed with the Securities and Exchange Commission on April 14, 2009 and has been declared effective on June 4, 2009.
Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or " Equinox," refers to Equinox International, Inc.
We have been engaged in the acquisition of interests and leases of developing and producing oil and natural gas wells. On February 2, 2009, we purchased, for $10,000 USD a 0.8974% non-operating interest in two West Central Alberta A & B wells, which are located in Bigoray, Alberta, Canada. Our interest gives us the right to receive 0.8974% of the profits from YourOilRig.com’s 42% working interest in these wells, but it does not give us the right to operate the wells. C.U. YourOilRig.com Corp. of Edmonton, Alberta operates the wells and is obligated to pay us our 0.8974% interest out of their profits.
Operation “A” started in the end of March 2009 and operation “B” started in June 2009. We are earning 0.8974% of YourOilRig.com’s 42% working interest in the wells.
We have only recently begun our current operations and earned our first payment of $341 in April 2009 and a second payment of $158 USD in September 2009. We have an operational loss of $16,800 from November 5, 2008 (date of inception) through November 30, 2009.
Future operations of the Company are subject to change if the Company consummates the Biostem transaction described in Note 7 of these financial statements.
RESULTS OF OPERATION
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We have acquired an interest in two wells in the Bigoray Area of Alberta, Canada. We need capital to carry out our current business plan. We also anticipate that we will require additional financing in order to execute our business plan. We may not have sufficient financing to purchase interests in profitable oil and gas wells or to sustain our current operations. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Future operations of the Company are subject to change if the Company consummates the Biostem transaction described in Note 7 of the financial statements.
Three Month Period Ended November 30, 2009 Compared to the period from Inception (November 5, 2008) to November 30, 2009
Our net loss for the three-month period ended November 30, 2009 was ($5,675) compared to a net loss of ($16,800) during the period from inception (November 5, 2008) through November 30, 2009. During the three-month period ended November 30, 2009, we earned $158 in revenues. During the three-month period ended November 30, 2009, we incurred general and administrative expenses of approximately $5,833 compared to $17,299 incurred during the period from inception (November 5, 2008) to November 30, 2009. General and administrative expenses incurred during the three-month period ended November 30, 2009 were generally related to corporate overhead, financial and administrative contracted services, such as legal, accounting and developmental costs.
The weighted average number of shares outstanding was 4,640,000 for the three-month period ended November 30, 2009.
LIQUIDITY AND CAPITAL RESOURCES
Three-Month Period Ended November 30, 2009
As at the three-month period ended November 30, 2009, our current assets were $0; other assets were $10,000 and our total liabilities were $0, which resulted in a working capital surplus of $0. As at the three-month period ended November 30, 2009 , current assets were comprised of $0 in cash and other assets were comprised of $10,000 in Oil and Gas Property. As at the three month period ended November 30, 2009, there were no current liabilities.
Stockholders’ equity decreased from $23,288 for fiscal year ended February 28, 2009, to $10,000 for the three-month period ended November 30, 2009.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the three-month period ended November 30, 2009, net cash flows used in operating activities was ($5,675) consisting primarily of a net loss of ($5,675). Net cash flows used in operating activities was ($16,800) for the period from inception (November 5, 2008) to November 30, 2009.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the three-month period ended November 30, 2009, we did not generate net cash flows from financing activities. For the period from inception (November 5, 2008) to November 30, 2009, net cash provided by financing activities was $26,974 received from proceeds from issuance of common stock and a loan from a director.
PLAN OF OPERATION AND FUNDING
Our plan of operations for the next twelve months is to pursue consummation of the Biostem transaction described in Note 7 of the financial statements and to continue earning revenue from our non-operating interest of producing oil and gas wells.
We expect that working capital requirements will continue to be funded through a combination of borrowings and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are not currently adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities, if available, would result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
Future operations of the Company are subject to change if the Company consummates the Biostem transaction described in Note 7 of the financial statements.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our February 28, 2009 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No report required.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2009. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended November 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No securities were sold or issued during the quarter ended November 30, 2009.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION
On October 30, 2009, the Company filed a current report on Form 8-K with the Securities and Exchange Commission, reporting the appointment to its board of directors of Mr. Robert T. Yurckonis who was also appointed by the board of directors to the positions of Chairman, Chief Executive Officer, President, Chief Operating Officer, Treasurer and Chief Financial Officer, which positions had formerly been held by existing director Elena Dannikova. On December 30, 2009, the Company filed a current report on Form 8-K with the Securities and Exchange Commission, reporting the resignation of director Elena Dannikova from the Company’s board of directors and her positions of Vice President and Secretary.
ITEM 6. EXHIBITS.
| | |
| Exhibits: | |
| | |
| 31.1 | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
| | |
| 31.2 | Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
| | |
| 32.1 | Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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.
| | EQUINOX INTERNATIONAL, INC. | |
| | | | |
| Dated: January 25, 2010 | By: | /s/ Robert T. Yurckonis | |
| | | Robert T. Yurckonis, President and | |
| | | Chief Executive Officer | |
| | | | |
| Dated: January 25, 2010 | By: | /s/ Robert T. Yurckonis | |
| | | Robert T. Yurckonis, | |
| | | Chief Financial Officer | |
