Full Throttle Indoor Kart Racing 10-Q 2012 Q2 Quarterly report

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: November 30, 2011

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commissions file number 0-32051

FULL THROTTLE INDOOR KART RACING, INC

(Exact name of small business issuer as specified in its charter)

COLORADO	27-1494794
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

4950 S. Yosemite Street, F2 #339

Greenwood Village, CO 80111

Telephone (303) 221-7223

(Issuer's telephone number)

(Former name, former address and former

fiscal year, if changed since last report)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

Yes o  No x

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.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS

DURING THE PRECEDING FIVE YEARS

Indicate by check mark 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  o No o

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:  As of January 13, 2012 there were 160,000 outstanding shares of the Registrant's Common Stock, $0.001 par value.

FULL THROTTLE INDOOR KART RACING, INC.

INDEX TO THE FORM 10-Q

For the quarterly period ended November 30, 2011

			PAGE
PART I.  FINANCIAL INFORMATION			2
	ITEM 1.	FINANCIAL STATEMENTS	2
		Balance Sheets	2
		Statements of Operations	3
		Statements of Changes in Stockholders’ Deficit	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.	10
	ITEM 4.	CONTROLS AND PROCEDURES	10
Part II.  OTHER INFORMATION			11
	ITEM 1.	LEGAL PROCEEDINGS	11
	ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	11
	ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	11
	ITEM 4.	(REMOVED AND RESERVED)	11
	ITEM 5.	OTHER INFORMATION	11
	ITEM 6.	EXHIBITS	11

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PART I

Item 1.  FINANCIAL INFORMATION

Full Throttle Indoor Kart Racing, Inc.

(A Development State Company)

Balance Sheets

	November 30, 2011			May 31, 2011
	(Unaudited)			(Derived from
				audited financial
				statements)
Assets
Cash	$	8,298		$	10,381
Property and equipment, net of accumulated depreciation
of $3,203 (unaudited) and $2,084, respectively		18,372			18,393
	$	26,670		$	28,774
Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable:
Related party (Note 5)	$	11,245		$	-
Other		400			688
Total liabilities		11,645			688
Shareholders’ equity (Notes 2 and 3):
Common stock, $.0001 par value; 25,000,000 shares authorized,
160,000 (unaudited) and 160,000 shares issued and outstanding, respectively		16			16
Additional paid-in capital		132,794			104,294
Deficit accumulated during development stage		(117,785	)		(76,224	)
Total Shareholders’ Equity		15,025			28,086
	$	26,670		$	28,774

See accompanying notes to financial statements

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Full Throttle Indoor Kart Racing, Inc.

(A Development State Company)

Statements of Operations

													July 10, 2009
													(Inception)
	For the Three Months Ended						For the Six Months Ended						Through
	November 30, 2011			November 30, 2010			November 30, 2011			November 30, 2010			November 30, 2011
Revenue	$	—		$	—		$	—		$	—		$	—
Operating expenses:
Rent (Note 2)		—			300			50			600			2,612
Professional fees:
Related party (Note 2)		11,245			—			11,245			—			11,245
Other, including stock-based compensation
totaling $-0-, $-0-, $-0-, $-0- and $2,500,
respectively		14,080			6,283			20,382			13,404			55,785
Organization costs, including stock-based
compensation totaling $-0-, $-0-, $-0-,
$-0- and $510, respectively		—			10,178			—			16,706			21,947
Other general and administrative expenses		3,231			6,029			9,884			8,240			26,196
Operating loss		(28,556	)		(22,790	)		(41,561	)		(38,950	)		(117,785	)
Income tax provision (Note 4)		—			—			—			—			—
Net loss	$	(28,556	)	$	(22,790	)	$	(41,561	)	$	(38,950	)	$	(117,785	)
Basic and diluted loss per share	$	(0.18	)	$	(0.14	)	$	(0.26	)	$	(0.24	)	$
Weighted average number of common
shares outstanding		160,000			160,000			160,000			160,000

See accompanying notes to financial statements

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Full Throttle Indoor Kart Racing, Inc.

(A Development State Company)

Statements of Change in Shareholders' Equity

									Deficit
									Accumulated
							Additional		During
			Common Stock				Paid-In		Development
			Shares		Par Value		Capital		Stage			Total
Balance, July 10, 2009 (inception)				—	$	—	$	—	$	—		$	—
July 2009, common stock issued to president/founder
	for services, $.0007 per share (Note 2)	*		70,000		7		503		—			510
July 2009, common stock issued to corporate counsel
	for services, $.0067 per share (Note 3)	*		15,000		1		999		—			1,000
August 2009, common stock issued to officer/director
	for services, $.01 per share (Note 2)	*		15,000		2		1,498		—			1,500
March and April 2010, common stock sold to
	directors, $.1667 per share (Note 2)	*		60,000		6		99,994		—			100,000
Office use contributed by officers/
	directors (Note 2)			—		—		1,000		—			1,000
Net loss for period ending May 31, 2010				—		—		—		(11,086	)		(11,086	)
Balance, May 31, 2010				160,000		16		103,994		(11,086	)		92,924
Office use contributed by officers/
	directors (Note 2) (unaudited)			—		—		300		—			300
Net loss for the year ended
	May 31, 2010			—		—		—		(65,138	)		(65,138	)
Balance, May 31, 2011				160,000		16		104,294		(76,224	)		28,086
Officer's capital contribution (Note 2) (unaudited)				—		—		28,500		—			28,500
Net loss for the six months ended
	November 30, 2011 (unaudited)			—		—		—		(41,561	)		(41,561	)
Balance, November 30, 2011 (unaudited)				160,000	$	16	$	132,794	$	(117,785	)	$	15,025

*  Restated in accordance with 1 for 10 reverse stock split (see Note 3)

See accompanying notes to financial statements

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Full Throttle Indoor Kart Racing, Inc.

(A Development State Company)

Statements of Cash Flows

							July 10, 2009
							(Inception)
	For the Six Months Ended						Through
	November 30, 2011			November 30, 2010			November 30, 2011
Cash flows from operating activities:
Net loss	$	(41,561	)	$	(38,950	)	$	(117,785	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation		1,119			14			3,203
Stock-based compensation		—			—			3,010
Contributed rent (Note 2).		—			300			1,300
Changes in operating assets and liabilities:
Accounts payable		10,957			(762	)		11,645
Net cash used in
operating activities		(29,485	)		(39,398	)		(98,627	)
Cash flows from investing activities:
Equipment purchases		(1,098	)		(11,191	)		(7,425	)
Building Costs		—			—			(14,150	)
Net cash used in
investing activities		(1,098	)		(11,191	)		(21,575	)
Cash flows from financing activities:
Proceeds from officer's capital contribution		28,500			—			28,500
Proceeds from sale of common stock		—			—			100,000
Net cash provided by
financing activities		28,500			—			128,500
Net change in cash		(2,083	)		(50,589	)		8,298
Cash, beginning of period		10,381			89,236			—
Cash, end of period	$	8,298		$	38,647		$	8,298
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	—		$	—		$	—
Interest	$	—		$	—		$	—

See accompanying notes to financial statements

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Full Throttle Indoor Kart Racing, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

(1)      Nature of Organization and Summary of Significant Accounting Policies

Nature of Organization

Full Throttle Indoor Kart Racing, Inc. (referenced as “we”, “us”, “our” in the accompanying notes) was incorporated in the State of Colorado on July 10, 2009.  We were organized to engage in the business of providing a race-themed entertainment venue.  We have not earned any revenue since our inception, and we did not own any inventory at November 30, 2011 (unaudited) and May 31, 2011.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  As shown in the accompanying condensed financial statements, the Company has a limited operating history and has suffered losses since inception.  These factors, among others, may indicate that the Company will be unable to continue as a going concern.

During the period from inception through November 30, 2011 (unaudited), we have sold common stock to insiders in order to raise capital to build our facility and commence revenue-producing operations.  However, as of November 30, 2011, we have not yet built the facility nor have we engaged in revenue-producing operations.  In the longer term, we plan to raise the necessary capital to build our facility, begin revenue producing operations and eventually be profitable.  There is no assurance that we will be successful in raising the capital required to develop our operations or that we will attain profitability.

The condensed financial statements do not include any adjustments relating to the recoverability and classification of assets and/or liabilities that might be necessary should we be unable to continue as a going concern.  Our continuation as a going concern is dependent upon our ability to meet our obligations on a timely basis, and, ultimately to attain profitability.

Basis of Presentation

The accompanying unaudited, condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. The financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its Form 10-K for the year ended May 31, 2011 and should be read in conjunction with the notes thereto.

All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Development Stage Company

We are in the development stage in accordance with the Accounting and Reporting by Development Stage Enterprises Topic of the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC 915).

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Full Throttle Indoor Kart Racing, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles permits management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash and Cash Equivalents

We consider all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents.  We had no cash equivalents at November 30, 2011 (unaudited) and May 31, 2011.

Property, Equipment and Depreciation

Property and equipment are stated at cost.  Our fixed assets are depreciated using the straight-line method over their estimated useful lives (estimated between three and five years), once placed into service.

Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred.  The cost and related accumulated depreciation of equipment sold or otherwise disposed of are removed from the accounts and any gain or loss will be recorded in the year of disposal.

Financial Instruments

Our financial instruments consist of cash, accounts payable and accrued liabilities.  At November 30, 2011 (unaudited) and May 31, 2011, the fair value of our financial instruments approximates book value due to the short-term maturity of the instruments. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision.  Changes in assumptions could significantly affect these estimates.  We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments.

The FASB Codification states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped based on significant levels of inputs as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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Full Throttle Indoor Kart Racing, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Earnings (Loss) per Common Share

We report loss per share using a dual presentation of basic and diluted loss per share.  Basic loss per share excludes the impact of common stock equivalents.  Diluted loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents.  At November 30, 2011 (unaudited) and May 31, 2011, there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.

Income Taxes

We account for income taxes as required by the Income Tax Topic of the FASB ASC 740, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

We have analyzed filing positions in all of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions.  The Company has identified its federal tax return and its state tax return in Colorado as “major” tax jurisdictions, as defined.  We are not currently under examination by the Internal Revenue Service or any other jurisdiction.  The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow.  Therefore, no reserves for uncertain income tax positions have been recorded under ASC 740 (formerly FIN 48). 

Fiscal Year-end

The Company operates on a May 31 year-end.

(2)      Related Party Transactions

During the six months ended November 30, 2011, we have received $28,500 from our president as capital contributions for working capital.

During the six months ended November 30, 2011, we have incurred $11,245 (unaudited) in accounting and tax services from our CFO. This balance remained unpaid at November 30, 2011 and is included in the accompanying condensed financial statements as Accounts payable, related party.

During the period from August 1, 2009 through August 31, 2010, we received office space from our CFO at a rate of $100 per month.  Rent expense totaled $1,300 for the period from July 10, 2009 (inception) through August 31, 2010.  These amounts have been recognized as Additional paid-in capital, contributed by the CFO for the periods presented.

Effective July 10, 2009, we issued 70,000 shares (post-split) of our common stock to our founder/president in exchange for the acquisition by the Company of all of the rights, title and interest in and to the Full Throttle Indoor Kart Racing Business and Capital Formation Plan that he had prepared. The transaction was recorded at fair value, as determined by the Board of Directors, totaling $510.

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Full Throttle Indoor Kart Racing, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Effective August 20, 2009, we issued 15,000 shares (post-split) of our common stock to our CFO in exchange for provision of general financial services in the capacity of CFO of Full Throttle Indoor Kart Racing, Inc. during the development and initial start-up of the company. The transaction was recorded at fair value, as determined by the Board of Directors, totaling $1,500.

During March and April 2010, we sold 15,000 shares (post-split) of our common stock to four directors for $25,000 each ($1.67 per share; post-split), resulting in total proceeds of $100,000.

(3)      Shareholders’ Equity

On April 18, 2011, our Board of Directors and shareholders approved a 1-for-10 reverse stock split of our common stock.  The reverse stock split reduced the number of common shares issued and outstanding from 1,600,000 down to 160,000.  Shares issued prior to April 18, 2011 have been retroactively restated to reflect the impact of the reverse stock split.

On July 11, 2009, we issued 15,000 shares (post-split) of our common stock to our attorney in exchange for services related to the development of the company. The transaction was recorded at fair value of the services rendered, totaling $1,000.

(4)      Income Taxes

A reconciliation of the U.S. statutory federal income tax rate to the effective tax rate is as follows:

	November 30,			May 31,
	2011			2011
	(Unaudited)
U.S. Federal statutory graduated rate		15	%		15	%
State income tax rate,
net of federal benefit		4	%		4	%
Permanent differences		0	%		0	%
Net operating loss for which no tax
benefit is currently available		-19	%		-19	%
		0	%		0	%

At November 30, 2011, deferred tax assets consisted of a net tax asset of $21,771 (unaudited) due to operating loss carryforwards of $113,475 (unaudited) which was fully allowed for in the valuation allowance of $21,771 (unaudited).  The valuation allowance offsets the net deferred tax asset for which there is no assurance of recovery.  The change in the valuation allowance for the six months ended November 30, 2011 totaled $7,870 (unaudited).

At May 31, 2011, deferred tax assets consisted of a net tax asset of $13,901 due to operating loss carryforwards of $63,326 which was fully allowed for in the valuation allowance of $13,901.  The valuation allowance offsets the net deferred tax asset for which there is no assurance of recovery.  The change in the valuation allowance for the year ended May 31, 2011 totaled $11,991.  The net operating loss carryforward expires through the year 2031.

The valuation allowance will be evaluated at the end of each year, considering positive and negative evidence about whether the deferred tax asset will be realized.  At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax assets is no longer impaired and the allowance is no longer required.

Should we undergo an ownership change as defined in the Internal Revenue Code, our net tax operating loss carryforwards generated prior to the ownership change may be subject to an annual limitation, which could reduce or defer the utilization of these losses.

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 

Forward-Looking Statements

Except for historical information, the information contained in this report contains “forward-looking” statements. These forward-looking statements include, but are not limited to, statements about our industry, plans, objectives, expectations, intentions and assumptions and other statements contained in the report that are not historical facts. When used in this report, the words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” and similar expressions are generally intended to identify forward-looking statements. Because these forward-looking statements involve risks and uncertainties, our actual operating results and financial performance may prove to be very different from what might have predicted as of the date of this report or the dates of our reports filed with the SEC, as the case may be. The risks described herein address some of the factors that may affect our future operating results and financial performance.

Results of Operations

We are in the startup and development stage.   Since inception we have not been in operation and we have not realized any revenues from business operations at this time.   We have developed our business, marketing and operations plan.   We are in the capital formation phase of our plan and must raise sufficient capital to execute our business, marketing and operations plan and generate revenue.

Liquidity and Capital Resources

We are a startup company in the development stage and do not have sufficient funds to execute our plan. Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.  Our plan to raise funds is to conduct the public offering pursuant to the prospectus dated November 29, 2011 for the sale of 190,000 to 350,000 shares of our common stock at $10 per share to generate sufficient capital to select and develop our location and then commence operations.  As of November 30, 2011 we had cash reserves of $8,298. 

Our losses since inception on July 10, 2009 through the fiscal year ended May 31, 2011 are $76,224.   Our loss for the quarter ended November 30, 2011 was $17,311.  Our most significant expenses for the fiscal year ended May 31, 2010 were professional fees for legal and accounting expenses of $4,150 which includes stock based compensation of $1,500 to our chief financial officer and $1,000 to outside legal counsel.  For the fiscal year ended May 31, 2011 our most significant expenses were professional fees for legal and accounting expenses of $31,503.  Our most significant expense for the quarter ended November 30, 2011 was professional fees for legal and accounting of $17,311.  Our current burn rate has been $3,000 or less per month.  Our current burn rate of cash resources will allow us to remain solvent throughout the offering period but we will not be able to execute our business plans and commence operations without the raising of capital from the offering.     If we are unable to raise funds we will not be able to move forward and commence operations.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A

ITEM 4.  CONTROLS AND PROCEDURES

The Company's Chief Executive Officer, Mr. Richard Herrera, and its Chief Financial Officer, Mr. Larry Kopf have implemented the Company's disclosure controls and procedures to ensure that material information relating to the Company is made known to them. These executive officers have evaluated the effectiveness of the Company's disclosure controls and procedures as of November 30, 2011 (the “Evaluation Date”).

10

Based on such evaluation, Messrs. Herrera and Kopf have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are not effective in alerting them on a timely basis to material information relating to the Company that is required to be included in our reports filed or submitted under the Securities Exchange Act of 1934.  We believe the weakness in our internal controls are due to the minimal activity, low materiality and potential deficiency prior to completion of our public offering.  It is our intention to implement comprehensive internal controls during the current fiscal quarter.  There were no significant changes in internal controls or in other factors that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

N/A

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  (REMOVED AND RESERVED)

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

(a) The following exhibits are filed with this report.

31.1  Certification by Chief Executive Officer pursuant to Sarbanes Oxley Section 302.

31.2  Certification by Chief Financial Officer pursuant to Sarbanes Oxley Section 302.

32.1  Certification by Chief Executive Officer pursuant to 18 U.S. C. Section 1350

32.2  Certification by Chief Financial Officer pursuant to 18 U.S. C. Section 1350

101 Interactive Data Files

11

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.

FULL THROTTLE INDOOR KART RACING, INC.

Date: January 17, 2012	By:	/s/ Richard Herrera
	Name:	Richard Herrera
	Title:	President

Date: January 17, 2012	By:	/s/ Larry Kopf
	Name:	Larry Kopf
	Title:	Principal Financial Officer and Accounting Officer

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