UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedJune 30, 2013
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission File Number333-181259
AUTO TOOL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
| Nevada | N/A |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| 101 ½ Mary Street West Whitby, ON, Canada | L1N 2R4 |
| (Address of principal executive offices) | (Zip Code) |
(905) 430-6433
(Registrant’s telephone number, including area code)
N/A
(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.
[X] YES [ ] 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).
[X] YES [ ] NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 [ ] | 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
36,000,001 common shares issued and outstanding as of August 14, 2013.
TABLE OF CONTENTS
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited consolidated interim financial statements for the three and six month periods ended June 30, 2013 and 2012 form part of this quarterly report. Unless otherwise specified our financial statements are expressed in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.
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Auto Tool Technologies Inc.
June 30, 2013
| Index | |
| Consolidated Balance Sheets | F–1 |
| Consolidated Statements of Operations | F–2 |
| Consolidated Statements of Cash Flows | F–3 |
| Notes to the Consolidated Financial Statements | F–4 |
Auto Tool Technologies Inc.
Consolidated Balance Sheets
(Expressed in US dollars)
| June 30, | December 31, | |||||
| 2013 | 2012 | |||||
| (Unaudited) | ||||||
| ASSETS | ||||||
| Current Assets | ||||||
| Cash | $ | 14,857 | $ | – | ||
| Accounts receivable, net of allowances of $0 and $0, respectively | 132,029 | 84,224 | ||||
| Inventory | 72,227 | 88,307 | ||||
| Prepaid expenses | 2,900 | 3,066 | ||||
| Due from related parties, short-term (Note 5) | 90,000 | 90,000 | ||||
| Total Current Assets | 312,013 | 265,597 | ||||
| Due from related parties, long-term (Note 5) | 256,159 | 323,286 | ||||
| Property and equipment, net of accumulated depreciation of $20,730 (December 31, 2012 – $21,419 ) (Note 3) | 1,572 | 2,156 | ||||
| Total Assets | $ | 569,744 | $ | 591,039 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| Current Liabilities | ||||||
| Checks written in excess of funds on deposit | $ | 14,461 | $ | 8,361 | ||
| Accounts payable | 233,857 | 244,021 | ||||
| Accrued liabilities | 3,713 | 8,137 | ||||
| Due to related party (Note 5) | 8,322 | 8,685 | ||||
| Line of credit (Note 4) | 184,591 | 146,573 | ||||
| Total Liabilities | 444,944 | 415,777 | ||||
| Commitments and Contingencies | ||||||
| Stockholders’ Equity | ||||||
| Preferred stock, $0.001 par value, 50,000,000 shares authorized, no shares issued and outstanding | – | – | ||||
| Common stock, $0.001 par value, 200,000,000 shares authorized, 36,000,001 and 35,000,001 shares issued and outstanding, respectively | 36,000 | 35,000 | ||||
| Additional paid in capital (discount) | 15,505 | (3,495 | ) | |||
| Subscriptions receivable (Note 6) | (5,000 | ) | – | |||
| Retained earnings | 40,541 | 96,076 | ||||
| Accumulated other comprehensive income | 37,754 | 47,681 | ||||
| Total Stockholders’ Equity | 124,800 | 175,262 | ||||
| Total Liabilities and Stockholders’ Equity | $ | 569,744 | $ | 591,039 |
(The accompanying notes are an integral part of these unaudited consolidated financial statements)
F-1
Auto Tool Technologies Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Expressed in US dollars)
(Unaudited)
| Six Months Ended | Three Months Ended | |||||||||||
| June 30, | June 30, | |||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||
| Revenue | $ | 343,479 | $ | 420,882 | $ | 244,037 | $ | 263,637 | ||||
| Cost of Sales | 218,488 | 262,752 | 157,522 | 164,785 | ||||||||
| Gross Profit | 124,991 | 158,130 | 86,515 | 98,852 | ||||||||
| Expenses | ||||||||||||
| Bank charges and interest | 8,908 | 7,956 | 5,280 | 4,693 | ||||||||
| Selling, marketing and administrative | 168,254 | 147,989 | 78,935 | 70,902 | ||||||||
| Total Operating Expenses | 177,162 | 155,945 | 84,215 | 75,595 | ||||||||
| Income (Loss) Before Other Income (Expense) | (52,171 | ) | 2,185 | 2,300 | 23,257 | |||||||
| Other Income (Expense) | ||||||||||||
| Gain (Loss) on foreign exchange | (10,139 | ) | (2,785 | ) | (5,174 | ) | (8,822 | ) | ||||
| Interest income (Note 5) | 6,775 | 7,701 | 2,934 | 3,833 | ||||||||
| Income (Loss) Before Taxes | (55,535 | ) | 7,101 | 60 | 18,268 | |||||||
| Income taxes | – | – | – | – | ||||||||
| Net Income (Loss) | (55,535 | ) | 7,101 | 60 | 18,268 | |||||||
| Foreign currency translation adjustments | (9,927 | ) | (503 | ) | (6,025 | ) | (4,676 | ) | ||||
| Comprehensive Income (Loss) | $ | (65,462 | ) | $ | 6,598 | $ | (5,965 | ) | $ | 13,592 | ||
| Net Income (Loss)Per Share – Basic and Diluted | $ | (0.00 | ) | $ | 0.00 | $ | 0.00 | $ | 0.00 | |||
| Weighted Average Shares Outstanding | 35,160,222 | 35,000,001 | 35,315,218 | 35,000,001 | ||||||||
(The accompanying notes are an integral part of these unaudited consolidated financial statements)
F-2
Auto Tool Technologies Inc.
Consolidated Statements of Cash Flows
(Expressed in US dollars)
(Unaudited)
| Six Months Ended | ||||||
| June 30, | ||||||
| 2013 | 2012 | |||||
| Operating Activities | ||||||
| Net Loss | $ | (55,535 | ) | $ | 7,101 | |
| Adjustments to reconcile net loss to cash provided (used) in operating activities: | ||||||
| Depreciation expense | 485 | 490 | ||||
| Changes in operating assets and liabilities: | ||||||
| Inventories | 11,709 | 19,285 | ||||
| Accrued interest receivable | (6,775 | ) | (7,702 | ) | ||
| Accounts receivable | (54,205 | ) | 6,057 | |||
| Accounts payable and accrued liabilities | (2,997 | ) | (71,106 | ) | ||
| Net Cash Used in Operating Activities | (107,318 | ) | (45,875 | ) | ||
| Investing Activities | ||||||
| Loans to related parties | (24,690 | ) | (16,435 | ) | ||
| Repayments from related parties | 77,522 | 24,860 | ||||
| Net Cash Provided By Investing Activities | 52,832 | 8,425 | ||||
| Financing Activities | ||||||
| Bank overdraft | 6,783 | – | ||||
| Net change in line of credit | 47,560 | 103,783 | ||||
| Proceeds from issuance of common stock | 15,000 | – | ||||
| Net Cash Provided By Financing Activities | 69,343 | 103,783 | ||||
| Effect of Exchange Rate Changes on Cash | – | (961 | ) | |||
| Increase (Decrease) In Cash | 14,857 | 65,372 | ||||
| Cash - Beginning of Year | – | 19,215 | ||||
| Cash - End of Year | $ | 14,857 | $ | 84,587 | ||
| Supplemental Disclosures | ||||||
| Interest paid | $ | 7,460 | $ | 3,344 | ||
| Income taxes paid | $ | – | $ | – | ||
(The accompanying notes are an integral part of these unaudited consolidated financial statements)
F-3
Auto Tool Technologies Inc.
Notes to the Consolidated Financial Statements
June 30, 2013
(Expressed in US dollars)
(Unaudited)
| 1. | Nature of Operations |
Auto Tool Technologies Inc. (the “Company”) was incorporated under the laws of the State of Nevada on May 10, 2011. Upon completion of an acquisition agreement, as described below, the Company acquired the business of DSL Products Limited. The Company is engaged in the sales and distribution of hand tools in Canada. | |
On December 30, 2011, the Company closed an acquisition agreement with Rossland Asset Management Ltd. (“Rossland”) in which the Company acquired DSL Products Limited (“DSL”), a private company fully owned by Rossland, in exchange for the issuance of 30,000,000 shares of common stock to Rossland. | |
| 2. | Basis of Presentation and Principles of Consolidation |
The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the Securities and Exchange Commission (“SEC”) instructions for companies filing Form 10-Q. In the opinion of management, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2013, and the results of operations and cash flows for the period then ended. The financial data and other information disclosed in the notes to the interim consolidated financial statements related to this period are unaudited. The results for the three-month and six-month periods ended June 30, 2013 are not necessarily indicative of the results to be expected for any subsequent quarter or the entire year ending December 31, 2013. The unaudited interim consolidated financial statements have been condensed pursuant to the Securities and Exchange Commission's rules and regulations and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the Company’s annual audited consolidated financial statements and notes thereto for the year ended December 31, 2012, included in the Company’s Form 10-K filed on March 6, 2013 with the SEC. | |
These financial statements and related notes are expressed in US dollars. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, DSL Products Limited. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year-end is December 31. The net assets and operations of DSL Products Limited are deemed to be the continuing entity for accounting purposes under the terms of the acquisition described in Note 3 of the December 31, 2011 financial statements included in the S-1 filed with the SEC on May 9, 2012. Accordingly, DSL Products Limited is deemed to have acquired the net assets and operations of Auto Tool Technologies Inc. on December 30, 2011. | |
| 3. | Property and Equipment |
| June 30, | December 31, | ||||||
| 2013 | 2012 | ||||||
| Furniture and Fixtures | $ | 12,504 | $ | 13,218 | |||
| Computer Equipment | 9,798 | 10,357 | |||||
| 22,302 | 23,575 | ||||||
| Less: Accumulated Depreciation | (20,730 | ) | (21,419 | ) | |||
| $ | 1,572 | $ | 2,156 |
| 4. | Line of Credit |
| June 30, | December 31, | ||||||
| 2013 | 2012 | ||||||
| Line of credit payable to bank, interest imputed at prime rate plus 1.55% per annum, secured by assets of the Company. | $ | 184,591 | $ | 146,573 | |||
| $ | 184,591 | $ | 146,573 |
F-4
Auto Tool Technologies Inc.
Notes to the Consolidated Financial Statements
June 30, 2013
(Expressed in US dollars)
(Unaudited)
| 5. | Related Party Transactions | |
| a) | At June 30, 2013, the Company is owed CDN$364,071 (December 31, 2012 - CDN$413,286) from two affiliated companies owned by the controlling shareholder of the Company, representing cash advances, net of expense reimbursements and accrued interest. The amount is unsecured, bears interest at 5% and is due on demand. During the six months ended June 30, 2013, the Company accrued CDN$6,882 (2012 - CDN$7,744) of interest on amounts owed from the related companies. The controlling shareholder will repay $90,000 by June 30, 2014. During the six months ended June 30, 2013, the Company has received total payments of CDN$78,750. At June 30, 2013, the Company owed CDN$8,322 (December 31, 2012 - CDN$8,685) to the President of the Company. These were monies advanced by the shareholder for general working capital purposes, i.e. accounting and professional fees as required. The amount is unsecured, non-interest bearing and due on demand. | |
| b) | During the six months ended June 30, 2013, the Company incurred CDN$48,883 (2012 - CDN$33,800) of contractor expenses to the President of the Company. | |
| 6. | Common Stock | |
On June 1, 2013, the Company issued 1,000,000 shares of common stock at $0.02 per share. At June 30, 2013, the Company had received proceeds of $15,000. The remaining proceeds of $5,000 were recorded in subscriptions receivable and were received subsequent to the period end. | ||
| 7. | Subsequent Events | |
Management has evaluated subsequent events pursuant to ASC Topic 855, and has determined there are no subsequent events to disclose. | ||
F-5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Unless otherwise specified our financial statements are expressed in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this current report and unless otherwise indicated, the terms “we”, “us”, “our” and “our company” mean Auto Tool Technologies Inc., and our wholly-owned subsidiary, DSL Products Limited, an Ontario company, unless otherwise indicated.
General Overview
We were incorporated under the laws of the state of Nevada on May 10, 2011 and are engaged in the distribution of hand tools throughout Canada. Our fiscal year end is December 31. We have one subsidiary, DSL Products Limited, which we acquired via a share exchange on December 30, 2011 in exchange for 30,000,000 shares of our common stock, and which operates our hand tool distribution business. Our business offices are currently located at 101 ½ Mary Street West, Whitby, Ontario, Canada, L1N 2R4. The address of agent for service in Nevada and registered corporate office is c/o National Registered Agents, Inc. of Nevada, 100 East William Street, Suite 204, Carson City, NV, 89701. Our telephone number is (905) 430-6533.
Our Current Business
We import and market hand tools, automotive accessories, lawn and garden products, home products, accessories and attachments for power tools, plumbing products, consumer mechanics tools, cargo control systems and accessories and fasteners. These products are sold to professional end users, distributors, and consumers, and are primarily distributed through retailers (including auto parts stores, home centers, mass merchants, hardware stores, and retail lumber yards).
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Hand tools include measuring and leveling tools, hex key sets, hammers, demolition tools, knives and blades, screwdrivers, saws, chisels, clamps and clamping systems and consumer tackers. Automotive accessories include fuses and fuse sets, o-rings sets, specialty tools, tune-up kits, tire repair kits, electrical test kits, jumper cable sets, and mechanic gloves. Electric power tools equipment includes drill bits, grinders, various saws, polisher pads, routers bits, laser products. Lawn and garden products include work gloves, pruners, shears, and related accessories. Home products are comprised of cable ties, scissors, calculators, magnifying glasses, flexible flashlights, paint tools and cleaning brushes. Accessories and attachments for power tools include drill bits, hammer bits, router bits, hacksaws and blades, circular saw blades, jig and reciprocating saw blades, diamond blades, screwdriver bits and quick-change systems, and worksite tool belts and bags. Consumer mechanics tools include wrenches and sockets sets. Cargo control systems include ratchet tie-down straps, cambuckle sets, tow ropes, bungee cord sets and cargo nets.
Our products are sold throughout Canada. We contract the services of a national manufacturer’s agency who call on current and prospective customers. The sales agency is fully trained in product knowledge and our sales policies. We also sell our products on a wholesale basis via our website at www.toolcachecanada.com, which has on-line ordering capability which is secure and individualized to the respective customer. We plan on launching www.toolvalley.com as our retail consumer portal. Although we may not have, or be able to raise, sufficient capital to launch our e-commerce business, we believe that we have sufficient resources to fund our core business of selling automotive and household tools to retailers for at least one year from our balance sheet date of June 30, 2013.
Cash Requirements
Based on our planned expenditures, we will require approximately $250,000 over the next 12 months, which will be funded from our operations.
Off-Balance Sheet Arrangements
We have no 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 is material to stockholders.
Results of Operations
The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended June 30, 2013, which are included herein.
Three Months Ended June 30, 2013 and June 30, 2012
Our operating results for the three months ended June 30, 2013 and June 30, 2012 are summarized as follows:
| Three Months | Three Months | ||||||
| Ended | Ended | ||||||
| June 30, | June 30, | ||||||
| 2013 | 2012 | ||||||
| Revenue | $ | 244,037 | $ | 263,637 | |||
| Cost of sales | $ | 157,522 | $ | 164,785 | |||
| Bank charges and interest | $ | 5,280 | $ | 4,693 | |||
| Selling, marketing and administrative | $ | 78,935 | $ | 70,902 | |||
| Loss (gain) on foreign exchange | $ | 5,174 | $ | 8,822 | |||
| Interest expense (income) | $ | (2,934 | ) | $ | (3,833 | ) | |
| Net Income (Loss) | $ | 60 | $ | 18,268 |
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Our financial statements report a net income of $60 for the three month period ended June 30, 2013 compared to a net income of $18,268 for the three month period ended June 30, 2012. Our net income has decreased primarily as a result of a decrease in revenue and increases in bank charges and interest and selling, marketing and administrative expenses as well as a decrease in interest income.
Six Months Ended June 30, 2013 and June 30, 2012
Our operating results for the six months ended June 30, 2013 and June 30, 2012 are summarized as follows:
| Six Months | Six Months | ||||||
| Ended | Ended | ||||||
| June 30, | June 30, | ||||||
| 2013 | 2012 | ||||||
| Revenue | $ | 343,479 | $ | 420,882 | |||
| Cost of sales | $ | 218,488 | $ | 262,752 | |||
| Bank charges and interest | $ | 8,908 | $ | 7,956 | |||
| Selling, marketing and administrative | $ | 168,254 | $ | 147,989 | |||
| Loss (gain) on foreign exchange | $ | 10,139 | $ | 2,785 | |||
| Interest expense (income) | $ | (6,775 | ) | $ | (7,701 | ) | |
| Net Income (Loss) | $ | (55,535 | ) | $ | 7,101 |
Our financial statements report a net loss of $55,535 for the six month period ended June 30, 2013 compared to net income of $7,101 for the six month period ended June 30, 2012. Our losses have increased primarily as a result of a decrease in revenue and increases in selling, marketing and administrative expenses and loss on foreign exchange as well as a decrease in interest income.
Liquidity and Financial Condition
Working Capital
| At | At | |||||
| June 30, | December 31, | |||||
| 2013 | 2012 | |||||
| Current assets | $ | 312,013 | $ | 265,597 | ||
| Current liabilities | $ | 444,944 | $ | 415,777 | ||
| Working capital (deficit) | $ | (132,931 | ) | $ | (150,180 | ) |
Our total current assets as of June 30, 2013 were $312,013 as compared to total current assets of $265,597 as of December 31, 2012. The decrease in working capital was primarily due to increased accounts receivable offset by decreased accounts payable.
Cash Flows
| Six Months | Six Months | |||||
| Ended | Ended | |||||
| June 30, | June 30, | |||||
| 2013 | 2012 | |||||
| Net cash provided by (used in) operating activities | $ | (107,318 | ) | $ | (45,875 | ) |
| Net cash provided by (used in) investing activities | $ | 52,832 | $ | 8,425 | ||
| Net cash provided by (used in) financing activities | $ | 69,343 | $ | 103,783 | ||
| Net increase (decrease) in cash during period | $ | 14,857 | $ | 65,372 |
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Operating Activities
Net cash used by operating activities was $107,318 in the six months ended June 30, 2013 compared with net cash used by operating activities of $45,875 in the six months ended June 30, 2012. The increase in use of cash of $61,443 in operating activities is mainly attributed to an increase in net loss offset by an increase in accounts receivable.
Investing Activities
Net cash provided by in investing activities was $52,832 in the six months ended June 30, 2013 compared to net cash provided by investing activities of $8,425 in the six months ended June 30, 2012. The increase in net cash provided by investing activities was mainly due to an increase in repayments from related parties.
Financing Activities
Net cash provided by financing activities was $69,343 in the six months ended June 30, 2013 compared to $103,783 provided by financing activities in the six months ended June 30, 2012. The decrease in cash provided by financing activities was due to a decrease of net change in line of credit
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
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
| Exhibit | Description |
| Number | |
| (3) | Articles of Incorporation and Bylaws |
| 3.1 | Articles of Incorporation (incorporated by reference from our Registration Statement on Form S-1 filed on May 9, 2012) |
| 3.2 | By-laws (incorporated by reference from our Registration Statement on Form S-1 filed on May 9, 2012) |
| (10) | Material Contracts |
| 10.1 | Consulting Agreement dated December 30, 2011 between our company and Cindy Kelly & Associates (incorporated by reference from our Registration Statement on Form S-1 filed on May 9, 2012) |
| 10.2 | Share Purchase Agreement dated December 30, 2011 between our company and Rossland Asset Management Ltd. (incorporated by reference from our Registration Statement on Form S-1 filed on May 9, 2012) |
| (21) | Subsidiaries of the Registrant |
| 21.1 | DSL Products Limited, a wholly-owned Ontario corporation |
| (31) | Rule 13a-14(a)/15d-14(a) Certifications |
| 31.1* | |
| (32) | Section 1350 Certifications |
| 32.1* | |
| 101* | Interactive Data File |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| * | Filed herewith. |
| ** | Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AUTO TOOL TECHNOLOGIES INC.
(Registrant)
| Dated: August _____ , 2013 | By: | /s/ Cindy Lee Kelly |
| Cindy Lee Kelly | ||
| President, Chief Executive Officer, Chief Financial | ||
| Officer, Secretary, Treasurer and Director | ||
| (Principal Executive Officer, Principal Financial | ||
| Officer and Principal Accounting Officer) |
11