UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 10-Q
_______________
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x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2011
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______to______.
Hazlo! Technologies, Inc.
(Exact name of registrant as specified in Charter
| | | | |
Nevada | | 333-170480 | | 80-0638212 |
(State or other jurisdiction of incorporation or organization) | | (Commission File No.) | | (IRS Employee Identification No.) |
9181 S. Antler Crest Drive
Vail, AZ 85641
(Address of Principal Executive Offices)
_______________
(520) 990-5533
(Issuer Telephone number)
_______________
(Former Name or Former Address if Changed Since Last Report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx Noo
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).
Yesx Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
| | | |
Large Accelerated Filero | Non-Accelerated Filero | Accelerated Filero | Smaller Reporting Companyx |
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yesx Noo
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
As of April 18, 2011 there were 5,200,000 shares of common stock issued and outstanding.
HAZLO! TECHNOLOGIES, INC.
FORM 10-Q
March 31, 2011
INDEX
Part 1. Financial Information
4
Item 1. Financial Statements
4
Item 2. Management’s Discussion and Analysis or Plan of Operation
11
Item 3. Quantitative and Qualitative Disclosures About Market Risk
13
PART II - OTHER INFORMATION
14
Item 1. Legal Proceedings.
14
Item 1A. Risk Factors
14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
14
Item 3. Defaults Upon Senior Securities.
14
Item 4. (Removed & Reserved).
14
Item 5. Other Information.
14
Item 6. Exhibits
14
SIGNATURES
15
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as "plan", "anticipate", "believe", "estimate", "should", "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward – looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Registration Statement on Form S-1 as filed with the Securities and Exchange Commission (the “SEC”) and declared effective on February 11, 2011. We advise you to carefully review the reports and documents we file from time to time with the SEC, particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.
OTHER PERTINENT INFORMATION
When used in this report, the terms, "we," the "Company," "our," and "us" refers to Hazlo! Technologies, Inc.
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PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
HAZLO! TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
| | | | | | |
| | | 03/31/11 | | | 09/30/10 |
| | (unaudited) | | | |
ASSETS | | | | | |
| Cash and equivalents – unrestricted | $ | 4,236 | | $ | 15,447 |
| Cash and equivalents – restricted | | 6,250 | | | - |
| TOTAL ASSETS | $ | 10,486 | | $ | 15,447 |
| | | | | | |
SHAREHOLDERS' EQUITY | | | | | |
| Common stock: $0.001 par value; 75,000,000 shares authorized; 5,200,000 shares issued and outstanding at March 31, 2011 and September 30, 2010 | | 5,200 | | | 5,200 |
| Common stock payable | | 6,250 | | | - |
| Additional paid-in capital | | 10,400 | | | 10,400 |
| Deficit accumulated during the development phase | | (11,364) | | | (153) |
| TOTAL SHAREHOLDERS' EQUITY | | 10,486 | | | 15,447 |
| | | | | | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 10,486 | | $ | 15,447 |
See accompanying notes to the financial statements
4
HAZLO! TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(Unaudited)
| | | | | | | | |
| | Six Months Ended 03/31/11 | | | Three Months Ended 03/31/11 | | | From Inception (8/19/10) to 03/31/11 |
| | | | |
| | | | | | | |
Revenues | $ | - | | $ | - | | $ | - |
| | | | | | | | |
OPERATING EXPENSES | | | | | | | | |
General and administrative expenses | | 11,211 | | | 2,401 | | | 11,364 |
| | | | | | | | |
Net operating loss | | (11,211) | | | (2,401) | | | (11,364) |
| | | | | | | | |
NET LOSS | $ | (11,211) | | $ | (2,401) | | $ | (11,364) |
| | | | | | | | |
Net loss per share, basic and fully diluted | $ | - | | $ | - | | | |
Weighted average number of shares outstanding | | 5,200,000 | | | 5,200,000 | | | |
See accompanying notes to the financial statements.
5
HAZLO! TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | |
| | | Six Months Ended 03/31/11 | | | From Inception (8/19/10) to 03/31/11 |
| | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | |
| Net loss | $ | (11,211) | | $ | (11,364) |
| Net cash used in operating activities | | (11,211) | | | (11,364) |
| | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | |
| | | - | | | - |
| Net cash provided by / used in investing activities | | - | | | - |
| | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | |
| Proceeds from the issuance of common stock | | - | | | 15,600 |
| Proceeds from stock payable | | 6,250 | | | 6,250 |
| | | | | | |
| Net cash provided by financing activities | | 6,250 | | | 21,850 |
| | | | | | |
| NET INCREASE / (DECREASE) IN CASH | | (4,961) | | | 10,486 |
| | | | | | |
| Cash at beginning of period | | 15,447 | | | - |
| Cash at end of period | $ | 10,486 | | $ | 10,486 |
| | | | | | |
SUPPLEMENTAL DISCLOSURES | | |
| Cash paid for interest | $ | - | | $ | - |
| Cash paid for income taxes | | - | | | - |
See accompanying notes to the financial statements
HAZLO! TCHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
March 31, 2011
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 – Organization, Nature of Operations and Basis of Presentation
Organization and History
Hazlo! Technologies, Inc. was incorporated on August 19, 2010 in the State of Nevada. Our founding partners are Michael A. Klinicki, Director, and Alejandra J. De La Torre, Director and President.
Nature of Operations
Our business plan is to modify and translate software and web applications originally written in English into Spanish and to focus on the needs of the Arizona business community to better serve the Spanish-speaking population. We hope to generate revenues through the sale of fixed-cost service contracts as well as term-based maintenance contracts with various businesses. We plan to market our services through advertising, trade shows, customer outreach campaigns and referrals.
Development Stage
The Company has not earned revenue from planned principal operations since inception (August 19, 2010). Accordingly, the Company's activities have been accounted for as those of a development stage enterprise as set forth in Accounting Codification Standard (“ASC”) Topic 915 (“ASC 915”), Development Stage Entities. Among the disclosures required by ASC 915 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity (deficit) and cash flows disclose activity since the date of the Company's inception.
Basis of Presentation and Summary of Significant Accounting Policies
Use of EstimatesThe preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
Cash and Cash Equivalents:For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. As of March 31, 2011 and September 30, 2010 , there were no cash equivalents.
Property and Equipment: New property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place.
Revenue Recognition: the Company will recognize revenue when persuasive evidence of an agreement exists, services have been rendered, the sales price of a unit is fixed or determinable, and collectibility is reasonably assured. Since our inception on August 19, 2010 through the date of these financial statements, we have earned no revenues.
Valuation of Long-Lived Assets: We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.
Stock Based Compensation:Stock-based awards to non-employees are accounted for using the fair value method in accordance with ASC 718,Compensation-Stock Compensation. The provisions of ASC 718 requires that companies measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements.
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We calculate the fair value of options using a Black-Scholes option pricing model. We do not currently have any outstanding options subject to future vesting therefore no charge is required for the period ended March 31, 2011 or September 30, 2010. ASC 718 also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow.
Fair Value of Financial Instruments: ASC 825,Financial Instruments requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2011.
Earnings per Common Share: Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period.
There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding during the period from inception (August 19, 2010) to March 31, 2011.
Income Taxes:We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.
Deferred income taxes are recorded in accordance with ASC 740,Income Taxes. Under ASC 740, deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse.
ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate.
In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.
ASC 740 also requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.
Note 2 – Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $11,364 at March 31, 2011, and had a net loss of the same amount for the for the period from inception (August 19, 2010) to March 31, 2011. During that same period, cash used in operations was $11,364. No revenues have been earned since inception.
While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
9
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Note 3 – Stockholder’ Equity
We are authorized to issue up to 75 million shares of common stock. As of March 31, 2011, we have issued 5,200,000 shares. 5,000,000 million of these shares were issued to Michael A. Kliniski, a founding shareholder and director in exchange for $15,000 in cash. 200,000 of these shares were issued to Alejandra J. De La Torre, Director and President in exchange for $600 in cash.
Potentially Dilutive Securities
We have no potentially dilutive securities outstanding at March 31, 2011 or September 30, 2010.
Note 4 – Related Party Transaction
We issued 5,200,000 shares of stock to founding shareholders and officers in exchange for $15,600 in cash.
Note 5 – Private Placement Memorandum
We are offering for sale 1,250,000 shares of our common stock directly to the public for $0.02 per share. There is no underwriter involved in this offering. We are offering the shares without any underwriting discounts or commissions. If all of the shares offered by us are purchased, the gross proceeds before deducting expenses of the offering will be up to $25,000. Expenses associated with this offering are estimated to be $6,500 or approximately 26% of the gross proceeds resulting in net proceeds of $18,500. If all the shares offered by us are not purchased, all money will be returned to the purchasers and we will retain no proceeds from this offer.
As of March 31, 2011, we have $6,250 held in escrow from twelve subscribers. These collected subscriptions are on our balance sheet as “Cash and equivalents – restricted” and as an equity item under the title “Common Stock Payable”.
Note 6 – Subsequent Events
During April 2011, we sold the remainder of our public offering of $25,000.
The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The management of the Company determined that there are no reportable subsequent events to be disclosed.
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Item 2. Management’s Discussion and Analysis or Plan of Operation
Plan of Operation
Overview
We were incorporated in Nevada on August 19, 2010 and are a development stage company. We plan to initiate business in the software and web application industry. We plan to focus our business on the Spanish-speaking market of Arizona. Our primary business plan involves modifying and translating software and web applications originally written in English to Spanish and servicing the information technology (IT) needs of Arizona businesses seeking to better serve the Spanish-speaking population. We will generate revenue through the sale of fixed-cost service contracts as well as term-based maintenance contracts with various businesses. We plan to market our services through advertising, trade shows, customer outreach campaigns, and customer referral.
The company’s market focus will be providing language translation for our customers. The principle features of our service will include updating and maintaining software and websites for our customers. Our business objective is to provide customers with a seamless and fluid translation service for their existing systems. Through custom modification and programming, we intend to automate the translation process by making use of third party translation software and utilities. Our services will allow customers to leverage the use of their existing software and web applications by being able to serve English and Spanish speaking individuals with user-friendly, real-time translation.
Results of Operations
The following discussion should be read in conjunction with the accompanying financial statements and the Company's S-1 and amended S-1/As. Results for interim periods may not be indicative of results for the full year.
During the first six months of the Company’s 2010 fiscal year we focused on preparing the documentation required to be filed with the Securities and Exchange Commission (SEC) and with the Financial Industry Regulatory Authority (FINRA). On November 9, 2010 the Company filed a Registration Statement on Form S-1 and subsequently filed S-1/A amendments with the SEC. The Registration Statement was declared effective as of February 11, 2011. Since February 11, 2011 we have focused on selling the shares of our initial public offering.
The Company has not generated any revenue during the period from August 19, 2010 (inception) through March 31, 2011.
Total expenses for the period from August 19, 2010 (inception) through March 31, 2011 were $11,364, resulting in an operating loss for the period of $11,364. Basic and diluted loss per share for the same period was $0.00. Expenses were comprised of general and administrative expenses and consisted primarily of filing and professional fees, office expenses and bookkeeping for the period from August 19, 2010 (inception) through March 31, 2011.
Total expenses for the three (3) months ended March 31, 2011 were $2,401 resulting in an operating loss for the period of $2,401. Basic and diluted loss per share was $0.00 for the three (3) months ending March 31, 2011. Expenses were comprised of general and administrative expenses and consisted primarily of filing and professional fees, office expenses and bookkeeping for the three (3) months ending March 31, 2011.
Total expenses for the six (6) months ended March 31, 2011 were $11,211 resulting in an operating loss for the period of $11,211. Basic and diluted loss per share was $0.00 for the six (6) months ending March 31, 2011. Expenses were comprised of general and administrative expenses and consisted primarily of filing and professional fees, office expenses and bookkeeping for the six (6) months ending March 31, 2011.
Total liabilities at March 31, 2011 were $6,250, consisting of subscriptions payable.
Liquidity and Capital Resources
From August 19, 2010 (inception) through March 31, 2011, our assets have consisted solely of cash and cash equivalents. At March 31, 2011 we had unrestricted cash and cash equivalents in the amount of $4,236.
Cash used in operating activities for the six (6) month period ended March 31, 2011 was $11,211 and $11,364 for the period from August 19, 2010 (inception) through March 31, 2011.
Critical Accounting Policies
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The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.
An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.
Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. The Notes to the Financial Statements as of September 30, 2010 included in our Form S-1 filed November 9, 2010, as amended, as well as this report on Form 10Q, include a summary of the significant accounting policies and methods used in the preparation of our financial statements.
Recent Pronouncements
In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-01“Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash”, which clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)). Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification. The amendments in this Update also provide a technical correction to the Accounting Standards Codification. The correction moves guidance that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary. That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders. It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.
In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-02“Consolidation Topic 810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification”, which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to the following:
| | |
| 1. | A subsidiary or group of assets that is a business or nonprofit activity, |
| | |
| 2. | A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture, and |
| | |
| 3. | An exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity (including an equity method investee or joint venture). |
The amendments in this Update also clarify that the decrease in ownership guidance in Subtopic 810-10 does not apply to the following transactions even if they involve businesses:
| | |
| 1. | Sales of in substance real estate. Entities should apply the sale of real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions. |
| | |
| 2. | Conveyances of oil and gas mineral rights. Entities should apply the mineral property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such transactions. |
If a decrease in ownership occurs in a subsidiary that is not a business or nonprofit activity, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP, such as transfers of financial assets, revenue recognition, exchanges of nonmonetary assets, sales of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
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Off Balance Sheet Transactions
None.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our sole executive officer, who is our principal executive officer and principal financial and accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our sole executive officer concluded that our disclosure controls and procedures were effective as of the end of the applicable period to ensure that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer, as appropriate to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There have been no material developments during the quarter ended March 31, 2011 in any material pending legal proceedings to which the Company is a party or of which any of our property is the subject.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. (Removed & Reserved).
Item 5. Other Information.
None.
Item 6. Exhibits
| | |
Exhibit Number | | Description |
| | |
31 | | Section 302 Certification by the Corporation’s Principal Executive Officer and Principal Financial and Accounting Officer * |
| | |
32 | | Section 906 Certification by the Corporation’s Principal Executive Officer and Principal Financial and Accounting Officer * |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
| HAZLO! TECHNOLOGIES, INC. |
| (Registrant) |
| |
Date: April 29, 2011 | By: | /s/ Alejandra J. De La Torre |
| | Alejandra J. De La Torre |
| | President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer, Director, Chief Executive Officer and Chief Financial Officer |
15