UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
X. ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year EndedMarch 31, 2011
. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________ to ______
HARBOR ISLAND DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
Nevada | 333-166522 | 27-2464185 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of Incorporation) |
| Identification Number) |
| 2275 NW 150th Street, Unit B Opa Locka, FL 33054 (Address of principal executive offices) |
|
| (305) 688-7494 |
|
| (Registrant’s Telephone Number) |
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes . No X.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes . No X.
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 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 . No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. .
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 definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | .(Do not check if a smaller reporting company) | 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 X. No .
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of September 30, 2010 was $NIL based upon the price ($NIL) at which the common stock was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws. Our common stock is not currently traded in the over-the-counter market.
As of July 6, 2011, there were 5,000,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.
Documents incorporated by reference: None
Explanatory Note to Amendment
This Amendment to the Annual Report on Form 10-K (“Form 10-K”) amends our Annual Report on Form 10-K for the year ended March 31, 2011 which was filed with the Securities and Exchange Commission (“SEC”) on July 14, 2011 . This Form 10-K/A is being filed to include a revised Report of Independent Registered Public Accounting Firm. There are no other changes to the Form 10-K.
2
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HARBOR ISLAND DEVELOPMENT CORP.
(A Development Stage Company)
Financial Statements
March 31, 2011
Index
Report of Independent Registered Public Accounting Firm
F-2
Balance Sheets
F-3
Statements of Operations
F-4
Statements of Cash Flows
F-5
Statement of Stockholders Deficit
F-6
Notes to the Financial Statements
F-7
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Harbor Island Development Corporation
(A Development Stage Company)
We have audited the accompanying consolidated balance sheets of Harbor Island Development Corporation (A Development Stage Company) as of March 31, 2011 and 2010, and the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year ended March 31, 2011, the period from March 19, 2010 (date of inception) to March 31, 2010 and accumulated from March 19, 2010 (date of inception) to March 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2011 and 2010, and the results of its operations and its cash flows for the year ended March 31, 2011, the period from March 19, 2010 (date of inception) to March 31, 2010 and accumulated from March 19, 2010 (date of inception) to March 31, 2011, in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred a net loss from operations, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
July 6, 2011
F-2
HARBOR ISLAND DEVELOPMENT CORP.
(A Development Stage Company)
Balance Sheets
| March 31, 2011 $ | March 31, 2010 $ |
|
|
|
ASSETS |
|
|
|
|
|
Current Assets |
| |
|
|
|
Cash | 242 | 15,444 |
|
|
|
Total Assets | 242 | 15,444 |
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts payable | 12,000 | – |
Accrued liabilities | 4,645 | 113 |
Due to related parties | 27,500 | – |
Notes payable – related | 53,551 | 8,063 |
Notes payable | 8,100 | 8,100 |
|
|
|
Total Liabilities | 105,796 | 16,276 |
|
|
|
|
|
|
Stockholders’ Deficit |
|
|
|
|
|
Preferred stock, 10,000,000 shares authorized, $0.001 par value; nil shares issued and outstanding | – | – |
|
|
|
Common stock, 250,000,000 shares authorized, $0.001 par value; 5,000,000 shares issued and outstanding | 5,000 | 5,000 |
|
|
|
Deficit accumulated during the development stage | (110,554) | (5,832) |
|
|
|
Total Stockholders’ Deficit | (105,554) | (832) |
|
|
|
Total Liabilities and Stockholders’ Deficit | 242 | 15,444 |
(The accompanying notes are an integral part of these financial statements)
F-3
HARBOR ISLAND DEVELOPMENT CORP.
(A Development Stage Company)
Statements of Operations
Year Ended March 31, 2011 $ | For the period from March 19, 2010 (Date of Inception) to March 31, 2010 $ | Accumulated from March 19, 2010 (date of inception) to March 31, 2011 $ | |
|
|
|
|
Revenue | – | – | – |
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
General and administrative | 13,740 | 719 | 14,459 |
Management fees | 27,500 | 5,000 | 32,500 |
Professional fees | 58,950 | – | 58,950 |
|
|
|
|
Total Operating Expenses | 100,190 | 5,719 | 105,909 |
|
|
|
|
Loss from Operations | (100,190) | (5,719) | (105,909) |
|
|
|
|
Other Expense |
|
|
|
|
|
|
|
Interest expense | (4,532) | (113) | (4,645) |
|
|
|
|
Net loss | (104,722) | (5,832) | (110,554) |
|
|
|
|
Net loss per share, basic and diluted | (0.02) | – |
|
|
|
|
|
Weighted average number of shares outstanding | 5,000,000 | 5,000,000 |
|
(The accompanying notes are an integral part of these financial statements)
F-4
HARBOR ISLAND DEVELOPMENT CORP.
(A Development Stage Company)
Statements of Cash Flows
| Year Ended March 31, 2011 $ | For the period from March 19, 2010 (date of inception) to March 31, 2010 $ | Accumulated from March 19, 2010 (Date of Inception) To March 31, 2011 $ |
|
|
|
|
Operating Activities |
|
|
|
|
|
|
|
Net loss for the period | (104,722) | (5,832) | (110,554) |
|
|
|
|
Adjustments to reconcile net loss for non-cash items relating to operating activities: |
|
|
|
|
|
|
|
Shares issued for management fees | – | 5,000 | 5,000 |
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
Accounts payable | 12,000 | – | 12,000 |
Accrued liabilities | 4,532 | 113 | 4,645 |
Due to related parties | 27,500 | – | 27,500 |
|
|
|
|
Net cash used in operating activities | (60,690) | (719) | (61,409) |
|
|
| |
Financing Activities |
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|
|
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|
|
|
Proceeds from notes payable | 45,488 | 16,163 | 61,651 |
|
|
|
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Net cash provided by financing activities | 45,488 | 16,163 | 61,651 |
|
|
|
|
Increase in cash | (15,202) | 15,444 | 242 |
|
|
|
|
Cash, beginning of period | 15,444 | – | – |
|
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|
Cash, end of period | 242 | 15,444 | 242 |
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Supplemental disclosures: |
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Interest paid | – | – | – |
Income taxes paid | – | – | – |
|
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|
|
(The accompanying notes are an integral part of these financial statements)
F-5
HARBOR ISLAND DEVELOPMENT CORP.
(A Development Stage Company)
Statement of Stockholders’ Equity (Deficit)
From March 19, 2010 (Date of Inception) to March 31, 2010
| Common Stock |
| Accumulated |
|
| ||
| Shares |
| Par Value |
| Deficit |
| Total |
| # |
| $ |
| $ |
| $ |
|
|
|
|
|
|
|
|
Balance – March 19, 2010 (Date of Inception) | – |
| – |
| – |
| – |
|
|
|
|
|
|
|
|
Issuance of Founders shares | 5,000,000 |
| 5,000 |
| – |
| 5,000 |
|
|
|
|
|
|
|
|
Net loss for the period | – |
| – |
| (5,832) |
| (5,832) |
|
|
|
|
|
|
|
|
Balance – March 31, 2010 | 5,000,000 |
| 5,000 |
| (5,832) |
| (832) |
|
|
|
|
|
|
|
|
Net loss for the year | – |
| – |
| (104,722) |
| (104,722) |
|
|
|
|
|
|
|
|
Balance – March 31, 2011 | 5,000,000 |
| 5,000 |
| (110,554) |
| (105,554) |
|
|
|
|
|
|
|
|
(The accompanying notes are an integral part of these financial statements)
F-6
HARBOR ISLAND DEVELOPMENT CORP.
(A Development Stage Company)
Notes to the Financial Statements
1.
Nature of Operations and Continuance of Business
Harbor Island Development Corp. (the “Company”) was incorporated in the State of Nevada on March 19, 2010. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915,Development Stage Entities. The Company’s principal business is the retail of beach and island resort apparel.
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at March 31, 2011, the Company has not generated revenues, and has a working capital deficit and accumulated losses totaling $110,554 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company currently has no significant revenues and must rely on the debt and/or equity financing to fund operations. The Company will require significant additional financings in order to pursue exploration of any properties acquired. There is no assurance that the Company will be able to obtain the necessary financings to complete its objectives.
2.
Summary of Significant Accounting Policies
a)
Basis of Presentation
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is March 31.
b)
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
c)
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
d)
Financial Instruments
Pursuant to ASC 820,Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
F-7
HARBOR ISLAND DEVELOPMENT CORP.
(A Development Stage Company)
Notes to the Financial Statements
2.
Summary of Significant Accounting Policies (continued)
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, amounts due to related parties, and notes payable. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
e)
Loss Per Share
The Company computes net loss per share in accordance with ASC 260,Earnings per Share. ASC 260 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 dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
f)
Comprehensive Income
ASC 220,Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2011 and 2010, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
g)
Foreign Currency Translation
Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into United States dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income.
h)
Stock-based Compensation
The Company records stock-based compensation in accordance with ASC 718,Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
F-8
HARBOR ISLAND DEVELOPMENT CORP.
(A Development Stage Company)
Notes to the Financial Statements
2.
Summary of Significant Accounting Policies (continued)
i)
Recent Accounting Pronouncements
In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard did not have a significant impact on the Company’s financial statements.
In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard did not have a significant impact on the Company’s financial statements.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3.
Notes Payable
a)
As of March 31, 2011, The Company had an outstanding note payable of $8,100 (2010 - $8,100) to a non-related party. Under the terms of the note, the amount owing is unsecured, due interest at 10% per annum and due on demand. As at March 31, 2011, accrued interest of $861 (2010 - $51) has been recorded in accrued liabilities.
b)
As of March 31, 2011, The Company had outstanding note payables of $53,551 (2010 - $8,063) to related parties. Under the terms of the notes, the amounts owing are unsecured, due interest at 10% per annum and due on demand. As at March 31, 2011, accrued interest of $3,784 (2010 - $62) has been recorded in accrued liabilities.
4.
Common Shares
On March 19, 2010, the Company issued 5,000,000 founders shares at $0.001 per share for management fees with a fair value of $5,000.
5.
Related Party Transactions
a)
As of March 31, 2011, the Company owes $27,500 (2010 - $nil) to the President and Director of the Company for management fees. The amounts owing are unsecured, non-interest bearing, and due on demand.
b)
During the year ended March 31, 2010, the Company incurred $27,500 (2010 - $5,000) of management fees to the President and Director of the Company.
F-9
HARBOR ISLAND DEVELOPMENT CORP.
(A Development Stage Company)
Notes to the Financial Statements
6.
Income Taxes
The income tax benefit differs from the amount computed by applying the US federal income tax rate of 34% to net loss before income taxes for the years ended March 31, 2011 and 2010 as a result of the following:
| 2011 $ | 2010 $ |
|
|
|
Net loss before taxes | (104,722) | (5,832) |
Statutory rate | 34% | 34% |
|
|
|
Expected tax recovery | (35,605) | (1,983) |
Change in valuation allowance | 35,605 | 1,983 |
|
|
|
Income tax provision | – | – |
The significant components of deferred income tax assets and liabilities as at March 31, 2011 and 2010, after applying enacted corporate income tax rates, are as follows:
| 2011 $ | 2010 $ |
|
|
|
Net operating losses carried forward | 37,588 | 1,983 |
Valuation allowance | (37,588) | (1,983) |
|
|
|
Net deferred tax asset | – | – |
The Company has incurred operating losses of $110,554 which, if unutilized, will expire through to 2030. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance.
7.
Subsequent Events
There were no events subsequent to the year ended March 31, 2011.
F-10
ITEM 15.
EXHIBITS.
(a)
Exhibits
Exhibit |
|
|
|
|
Number |
| Description of Exhibit |
| Filing |
3.01 |
| Articles of Incorporation |
| Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1. |
| Bylaws |
| Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1. | |
10.01 |
| Non-Exclusive Distributor Agreement between the Company and Island Stuff USA dated March 12, 2010 |
| Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1. |
10.02 |
| Form of Promissory Note to Steve Ross dated April 23, 2010 |
| Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1. |
10.03 |
| Form of Promissory Note to Alpha Eagle Development Limited dated April 23, 2010 |
| Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1. |
10.04 |
| Form of Management Agreement between the Company and Donald Ross dated April 26, 2010 |
| Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1. |
10.05 |
| Amended Non-Exclusive Distributor Agreement between the Company and Island Stuff USA dated July 23, 2010 |
| Filed with the SEC on July 30, 2010 as part of our Amended Registration Statement on Form S-1/A. |
10.06 |
| Consulting Agreement between the Company and Voltaire Gomez dated September 23, 2010 |
| Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A. |
10.07 |
| Amended Management Agreement between the Company and Donald Ross dated November 3, 2010 |
| Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A. |
10.08 |
| Promissory Note to Steve Ross dated November 3, 2010 |
| Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A. |
10.09 |
| Promissory Note to Steve Ross dated November 3, 2010 |
| Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A. |
10.10 |
| Promissory Note to Steve Ross dated November 3, 2010 |
| Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A. |
10.11 |
| Amended Promissory Note to Steve Ross dated November 23, 2010 |
| Filed with the SEC on November 30, 2010 as part of our Amended Registration Statement on Form S-1/A. |
31.01 |
| Certification of Principal Executive Officer Pursuant to Rule 13a-14 |
| Filed herewith. |
31.02 |
| Certification of Principal Financial Officer Pursuant to Rule 13a-14 |
| Filed herewith. |
32.01 |
| CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act |
| Filed herewith. |
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HARBOR ISLAND DEVELOPMENT CORP.
Dated: February 16, 2012
/s/ Donald Ross
By: Donald Ross
Its: President, Principal Executive Officer
& Principal Financial Officer (Principal Accounting Officer)
Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:
Dated: February 16, 2012
/s/ Donald Ross
Donald Ross
Director
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
PURSUANT TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS
1. | No annual report to security holders covering the company’s last fiscal year has been sent as of the date of this report. |
2. | No proxy statement, form of proxy, or other proxy soliciting material relating to the company’s last fiscal year has been sent to any of the company’s security holders with respect to any annual or other meeting of security holders. |
3. | If such report or proxy material is furnished to security holders subsequent to the filing of this Annual Report on Form 10-K, the company will furnish copies of such material to the Commission at the time it is sent to security holders. |
4
