Gate To Wire Solutions (GWIR) 10-Q 2009 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 Ended November 30, 2008
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ______________ to ________________

Commission file number 000-28506

Gate To Wire Solutions, Inc.

 (Exact Name of Small Business Issuer as Specified in Its Charter)

Nevada	13-3411167
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

3565 King Road, Suite 102

King City, Ontario, L7B 1M3, Canada

(Address of Principal Executive Offices)

(905) 833-9845

(Issuer’s Telephone Number, Including Area Code)

TrackPower, Inc.

(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 [  ]

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	[  ]	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 [  ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

The number of shares of common stock (see Note 1) outstanding as of January 9, 2009: 27,702,578

GATE TO WIRE SOLUTIONS, INC.

INDEX

PART I.	Financial Information
Item 1.	Condensed Consolidated Financial Statements (unaudited)
	Condensed Consolidated Balance Sheet	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis or Plan of Operation	9
Item 3.	Controls and Procedures	12
PART II.	Other Information
Item 2.	Unregistered Sales of Equity Securities	13
Item 3.	Defaults Upon Senior Securities	13
Item 6.	Exhibits	13
Signatures and Certifications		14

PART I. Financial Information

Item 1.Condensed Financial Statements.

GATE TO WIRE SOLUTIONS, INC. AND SUBSIDIARY

(formerly known as TrackPower, Inc.)

Consolidated Balance Sheets

Assets

	November 30, 2008		February 29,
	(Unaudited)		2008
Current assets
Cash and cash equivalents	$	169	$	110,522
Due from related parties (Note 2)		4,042		-
Total current assets		4,211		110,522
License rights (Note 3)		50,000		50,000
Total assets	$	54,211	$	160,522

Liabilities and Stockholders’ Deficiency
Current liabilities
Accounts payable	$	233,590		$	263,726
Due to related parties (Note 2)		339,933			212,000
Restructured related party liabilities (Note 4)		-			99,875
Accrued expenses
Professional fees		33,500			34,000
Other		14,683			12,000
Total current liabilities		621,706			621,601
Total liabilities	$	621,706		$	621,601
Stockholders’ deficiency
Preferred stock, 20,000,000 shares authorized, none outstanding		-			-
Common stock, $0.001 par value; 200,000,000 shares  authorized, 27,702,578 shares issued and outstanding  (Feb. 29, 2008: 9,853,055)		27,703			9,853
Additional paid-in capital		34,200,027			30,226,509
Common stock subscribed		-			3,647,169
Accumulated deficit		(34,795,225	)		(34,344,610
Total stockholders’ deficiency		(567,495	)		(461,079
Total liabilities and stockholders’ deficiency	$	54,211		$	160,522

See accompanying notes to financial statements

GATE TO WIRE SOULUTIONS, INC. AND SUBSIDIARY

(formerly known as TrackPower, Inc.)

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended November 30,						Nine Months Ended November 30,
	2008			2007			2008			2007
Revenues:	$	-		$	-		$	-		$	-
Costs and expenses:
Management fees, related party		79,407			55,429			239,096			182,929
Professional fees		11,070			(6,696	)		34,739			1,479
General and administrative		107,048			30,081			176,780			73,062
Interest		-			26,178			-			83,893
Depreciation and amortization		-			381			-			1,145
Gain on disposal of marketable securities		-			-			-			(7,550	)
Total costs and expenses		197,525			105,373			450,615			334,958
Net loss		(197,525	)		(105,373	)		(450,615	)		(334,958	)
Preferred dividends		-			59,836			-			180,822
Net loss applicable to common shareholders	$	(197,525	)	$	(165,209	)	$	(450,615	)	$	(515,780	)
Loss per share of common stock:
Weighted average number of common shares outstanding		27,702,578			8,177,685			21,710,978			7,894,074
Loss per share	$	(0.007	)	$	(0.020	)	$	(0.021	)	$	(0.065	)

See accompanying notes to financial statements

GATE TO WIRE SOLUTIONS, INC. AND SUBSIDIARY

(formerly known as TrackPower, Inc.)

Consolidated Statement of Changes in Stockholders’ Equity/ (Deficiency)

November 30, 2008

(Unaudited)

	Common Stock				Additional Paid-in		Common Stock			Accumulated
	Shares		Amount		Capital		Subscribed			(Deficit)			Total
Balance February 29, 2008		9,853,055		9,853		30,226,509		3,647,169			(34,344,610	)		(461,079	)
Common stock private placement		150,000		150		104,850		(105,000	)		-			-
Common stock issued pursuant to private placement associated with disposal of trade name		2,000,000		2,000		100,333		(102,333	)		-			-
Common stock issued to settle preferred share obligations		12,200,000		12,200		3,427,636		(3,439,836	)		-			-
Common stock issued pursuant to settlement with officers		899,375		899		98,976		-			-			99,875
Net loss for the three months ended May 31, 2008		-				-		-			(129,171	)		(129,171	)
Balance May 31, 2008		25,102,430		25,102		33,958,304		-			(34,473,781	)		(490,375	)
Net loss for the three months ended August 31, 2008		-		-		-		-			(123,919	)		(123,919	)
Balance August 31, 2008		25,102,430		25,102		33,958,304		-			(34,597,700	)		(614,294	)
Common stock issued in settlement of related party liabilities		2,600,000		2,600		241,722		-			-			244,322
Common stock issued pursuant to merger		148		1		1		-			-			2
Net loss for the three months ended November 30, 2008		-		-		-		-			(197,525	)		(197,525	)
Balance November 30, 2008		27,702,578		27,703		34,200,027		-			(34,795,225	)		(567,495	)

See accompanying notes to financial statements

GATE TO WIRE SOLUTIONS, INC. AND SUBSIDIARY

(formerly known as TrackPower, Inc.)

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended November 30,
	2008			2007
Net cash from operations
Net (loss)	$	(450,615	)	$	(334,958	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation and amortization		-			1,145
Gain on disposal of investment		-			(7,550	)
Changes in:
Prepaid expenses		-			(6,720	)
Due from/to related parties		378,340			127,876
Accounts payable and accrued expenses		(38,078	)		56,789
Net cash used in operating activities		(110,353	)		(163,418	)
Cash flows from investing activities:
Proceeds on disposal of marketable securities		-			37,100
Net cash provided by investing activities		-			37,100
Cash flows from financing activities:
Increase in bank indebtedness		-			5,985
Proceeds on issuance of common stock		-			45,500
Proceeds from common stock subscribed		-			63,000
Net cash provided by financing activities		-			114,485
(Decrease) in cash		(110,353	)		(11,833	)
Cash,  beginning of period		110,522			$11,833
Cash,  end of period	$	169		$	-

Non-cash activities:

During the nine months ended November 30, 2008 the Company:

1.	Issued 2,000,000 common shares valued at $102,333 pursuant to a private placement associated with disposal of trade name.
2.	Issued 899,375 common shares valued at $99,875 pursuant to settlement with officers.
3.	Issued 12,200,000 common shares valued at $3,439,836 pursuant to settlement of preferred share obligations.
4.	Issued 150,000 common shares valued at $105,000 pursuant to common stock subscribed.
5.	Issued 2,600,000 common shares valued at $244,322 in repayment of amounts owed for a related party liability.

During the nine months ended November 30, 2007 the Company:

1. Issued 100,000 shares of its common stock, valued at $36,000 pursuant to a settlement agreement with the Company’s former CEO

The Company did not make cash interest or tax payments during the nine month periods ended November 30, 2008 or 2007.

See accompanying notes to financial statements

GATE TO WIRE SOLUTIONS, INC. AND SUBSIDIARY

(formerly known as TrackPower, Inc.)

Notes to Condensed Consolidated Financial Statements

November 30, 2008

Note 1 - Summary of Significant Accounting Policies

Agreement and Plan of Merger

On July 25, 2008 at the Annual Meeting of Shareholders, shareholders approved an Agreement and Plan of Merger providing for the merger of the TrackPower, Inc. (“TrackPower” or the “Company”) with Gate to Wire Solutions, Inc., a Nevada corporation which was a newly formed special purpose wholly owned subsidiary of TrackPower. The Agreement and Plan of Merger became effective September 3, 2008.  Subsequent to the merger the Company began to conduct business under the name Gate to Wire Solutions, Inc. (“Gate To Wire”), which more accurately reflects the nature of the business the Company is engaged in. Upon consummation of the merger, each one hundred (100) outstanding shares of the Company’s Common Stock was automatically converted into one (1) fully paid and non-assessable share of outstanding Common Stock. Further information can be reviewed in the Company’s Notice of Annual Shareholder Meeting and Proxy Statement.

Nature of Business

Our present business strategy and direction is to develop and operate a horseracing video distribution venture in international markets.

Basis of Presentation

The accompanying unaudited consolidated financial statements of Gate To Wire Solutions, Inc. have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly they do not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended November 30, 2008 are not necessarily indicative of the results that may be expected for the fiscal year ending February 28, 2009. For further information, refer to the financial statements and footnotes thereto included in the Company’s annual report on Form 10-KSB for the fiscal year ended February 29, 2008.

Consolidated Financial Statements

The consolidated financial statements included the accounts of the Company and its wholly owned subsidiary Gamecorp Inc., which is inactive. All inter-company transactions have been eliminated.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has suffered recurring losses from operations during its operating history and at November 30, 2008 had a working capital deficit of $617,495. The ability of the Company to continue as a going concern is dependent upon obtaining future financing and profitable operations. Management is in the process of evaluating future business opportunities, which would generate revenue to sustain the operations of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with 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. Significant estimates include the recoverability of assets and the fair value of common stock and other equity securities issued. Actual results could differ from those estimates.

Note 2 - Due to/from Related Parties

Periodically, the Company advances funds and pays expenses on behalf of related parties and funds are advanced and expenses are paid by related parties on behalf of the Company.  These transactions result in non-interest bearing payables or receivables to related parties.

Amounts due from related parties were:

	November 30, 2008		February 29, 2008
Entities with common directors and/or officers	$	4,042	$	-

Amounts due to related parties were:

	November 30, 2008		November 30, 2008
Entities with common directors and/or officers	$	117,345	$	-
Director		2,985		-
Shareholder		219,603		212,000
Total	$	339,933	$	212,000

Amounts due to or from related parties are non-interest bearing, unsecured and do not have any specific repayment terms.

Note 3 – Licensing Rights

During fiscal 2008, the Company acquired the exclusive licensing rights for Latin America for a horseracing proprietary video distribution service from Bettor Solutions Inc. Under the license the Company will share net revenues with Bettor Solutions Inc.

As of November 30, 2008 the Company had not yet begun to receive revenues under the arrangement, and therefore, the Company has not yet begun to amortize the intangible asset.

Note 4 - Restructuring of Liabilities and Preferred Stock

On February 29, 2008, the Company entered into a series of agreements to restructure certain related party liabilities and Series A convertible preferred shares.

Related Party Liabilities:

The Company agreed to issue 899,375 common shares to existing and former officers and directors for past services provided of $99,875.  Such shares were issued in the three months ended May 31, 2008

Series A Convertible Preferred Stock:

The Company had $3,000,000 principal value of 8% Series A convertible preferred share obligations and $439,836 of accrued and unpaid dividends outstanding and the Company agreed to; 1) issue 12,200,000 restricted shares of its common stock valued at $3,439,836, and 2) provide an earn out arrangement of ten percent (10%) of cumulative earnings before interest, taxes, depreciation and amortization paid in cash, quarterly, 45 days following fiscal quarter end, to a maximum of $1,000,000, collectively, to the members and affiliates of Asolare II, LLC, (“Asolare”) as full and complete settlement of its preferred share obligations including any related obligations of Asolare to its affiliates.  The 12,200,000 restricted common shares were issued in the three months ended May 31, 2008.

Note 5 - Loss per Share

Loss per common share is based on the weighted average number of shares outstanding during each period presented. Warrants to purchase stock are included as common stock equivalents only when dilutive.

Note 6 - Related Party Transactions

During the nine month period ended November 30, 2008, the Company paid $239,096 in compensation to officers as management fees for their services. The Company also issued 899,375 common shares to officers in payment of obligations owed (Note 4).

Recent Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 161, "Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”.  SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities.  SFAS

161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged.  As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended February 28, 2010.  The Company is currently evaluating the impact of SFAS 161 on its consolidated financial statements but does not expect it to have a material effect.

In May 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 162, "The Hierarchy of Generally Accepted Accounting Principles”.  SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States.  SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company is currently evaluating the impact of SFAS 162 on its consolidated financial statements but does not expect it to have a material effect.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 163, "Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60" (“SFAS 163”).  SFAS 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement.  SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years.  As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended February 28, 2010.  The Company is currently evaluating the impact of SFAS 163 on its consolidated financial statements but does not expect it to have a material effect.

Item 2.Management’s Discussion and Analysis or Plan of Operation.

Forward Looking Statements

Certain matters discussed in this Quarterly Report may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and as such may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which the Company operates, projections of future performance, perceived opportunities in the market and statements regarding the Company's goals. The Company's actual results, performance, or achievements expressed or implied in such forward-looking statements may differ.  We are under no duty to update, and do not undertake to update, any of the forward-looking statements contained in this quarterly report to conform them to actual results or to changes in our expectations.

Plan of Operations

Bettor Solutions Inc. Agreement

On December 4, 2007, the Company announced that it entered into an agreement with Bettor Solutions Inc. (“BSI”) to jointly develop and market BSI's proprietary Video Distribution Service in Latin America.

This was Gate To Wire's first major step in a restructuring strategy, as it positioned itself to offer a range of products and services to the Latin American marketplace. Gate To Wire and BSI are combining efforts to deliver a package of products, services and advisory expertise to racing and wagering interests to this region.

Gate To Wire obtained an exclusive license to operate the Video Distribution Service in Latin America in exchange for 500,000 shares of its common stock. Pursuant to the license, Gate To Wire and BSI agree to share the net profit from the video distribution

and wager processing on a 50/50 basis. Gate To Wire will be responsible for the expenses associated with obtaining distribution

agreements and BSI will be responsible for delivering the technology and operational support on a day-to-day basis. The initial term for the license runs until November 21, 2009 and may be extended for additional one-year terms.

The Company will need to raise additional cash to continue to pay its operating expenses in the next twelve months until the distribution from the new ventures exceed the day to day operating costs. The Company also plans to seek other racing and gaming opportunities in the United States.

The Company plans to raise additional funds, in the next twelve months, through the issuance of its common stock or through a combination of equity and debt security instruments. It is anticipated that the debt security instruments will have conversion features that would cause further dilution to existing shareholders.

Results of Operations

For the three month period ended November 30, 2008 and 2007

Costs and expenses totalled $197,525 during the three-month period ended November 30, 2008, $92,152 higher than during the three month period ended November 30, 2007.  The Company experienced increased costs during the third quarter of the current year as management and directors transitioned our business strategy and direction to develop and operate a horseracing video distribution venture in international markets.

Management fees paid to related parties were $79,407 for the three month period ended November 30, 2008 and $55,429 in the comparative period in the prior period.

Professional fees for the three month period end November 30, 2008 was $11,070 in comparison to a recovery of $6,696 for the prior period. For the three month period ended November 30, 2008 the professional fees consisted of: $6,500 in audit fees; and $4,570 in legal costs. The Company experienced an increase in legal costs relating to the Agreement and Plan of Merger with Gate to Wire Solutions, Inc.

General and administrative expenses were $107,048 during the three month period ended November 30, 2008 compared to $30,081 during the three month period ended November 30, 2007. General and administrative expenses are higher than the previous year due to management’s transition of the company’s business strategy. General and administrative expenses during the three month period ended November 30, 2008 included: 1) corporate fees of $23,609 2) travel, meals and entertainment of $37,599, 3) insurance of $4,151, 4) foreign exchange gains of $12,276, 5) consulting costs of $40,730, 6) other miscellaneous costs of $13,235.

Amortization decreased from $381 during the three month period ended November 30, 2007 to $nil during the current quarter.

Interest expense during the three month period ended November 30, 2008 was $nil and $26,178 in the prior year. Interest expense has been reduced due to the Company repaying a 15%, $700,000 promissory note.

Preferred dividends for the three month period November 30, 2008 was $nil compared to $59,836 during the three month period ended November 30, 2007. Preferred dividends has been reduced due to the Company restructuring its Series A convertible preferred shares. (Note 4)

For the nine month period ended November 30, 2008 and 2007

Costs and expenses totalled $450,615 during the nine-month period ended November 30, 2008, $115,657 higher than during the nine month period ended November 30, 2007.  The Company experienced increased costs during the first nine months of the current year as management and directors transitioned our business strategy and direction to develop and operate a horseracing video distribution venture in international markets.

Management fees paid to related parties were $239,096 for the nine month period ended November 30, 2008 and $182,929 in the comparative period in the prior period.

Professional fees for the nine month period end November 30, 2008 was $34,739 in comparison to $1,479 for the prior year. For the nine month period end November 30, 2008 the professional fees consisted of: $19,500 in audit fees; and $15,239 in legal costs. The Company experienced an increase in legal costs relating to the Agreement and Plan of Merger with Gate to Wire Solutions, Inc.

General and administrative expenses were $176,780 during the nine month period ended November 30, 2008 compared to $73,062 during the nine month period ended November 30, 2008. General and administrative expenses are higher than the previous period due to management’s transition of the company’s business strategy. General and administrative expenses during the nine month period ended November 30, 2008 included: 1) corporate fees of $45,208, 2) travel, meals and entertainment of $61,728, 3) insurance of $13,700, 4) foreign exchange gain of $19,120, 5) consulting costs of $40,730, 6) other miscellaneous costs of $34,534.

Amortization decreased from $1,145 during the nine month period ended November 30, 2007 to $nil during the current period.

Interest expense during the nine month period ended November 30, 2008 was $nil and $83,893 in the prior year. Interest expense has been reduced due to the Company repaying a 15%, $700,000 promissory note.

Preferred dividends for the nine month period November 30, 2008 was $nil compared to $180,822 during the nine month period ended November 30, 2007. Preferred dividends has been reduced due to the Company restructuring its Series A convertible preferred shares. (Note 4)

Critical Accounting Policies and Estimates

The discussion and analysis of results of operations and financial condition are based upon the financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Management evaluates the estimates on an on-going basis, including those related to bad debts, investments, customer accounts, intangible assets, income taxes, and contingencies and litigation. Management bases its estimates on historical experience and on various other assumptions that they believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Note 2 of the "Notes to Financial Statements" of the Company’s Annual Audited Financial Statements include a summary of the significant accounting policies and methods used in the preparation of the financial statements. The following is a brief description of the more significant accounting policies and methods the Company uses.

Intangibles, Goodwill and Other Assets

The Company adopted SFAS No 142, “Goodwill and Other Intangible Assets”.  SFAS No. 142 does not permit the amortization of goodwill and indefinite-lived intangible assets.  Instead, these assets must be reviewed annually (or more frequently under prescribed conditions) for impairment in accordance with this statement.  If the carrying amount of the reporting unit’s goodwill or indefinite-lived intangible assets exceeds the implied fair value, an impairment loss is recognized for an amount equal to that excess.  Intangible assets that do not have indefinite lives are amortized over their useful lives.

The Company regularly reviews all of its long-lived assets, including goodwill and other intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable based on undiscounted cash flow. Factors the Company considers important that could trigger an impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for the Company’s overall business, and significant negative industry or economic trends. When management determines that an impairment review is necessary based upon the existence of one or more of the above indicators of impairment, the Company measures any impairment based on a projected discounted cash flow method using a discount rate commensurate with the risk inherent in our current business model. Significant judgment is required in the development of projected cash flows for these purposes including assumptions regarding the appropriate level of aggregation of cash flows, their term and discount rate as well as the underlying forecasts of expected future revenue and expense. To the extent that events or circumstances cause assumptions to change, charges may be required which could be material.

Financial Condition

During the nine month period ended November 30, 2008, total assets decreased from $160,552 to $54,211. The decrease is primarily the result of a $110,353 decrease in cash due to the loss from operations for the nine month period.

The most significant asset of the Company is its license rights, which it carries at $50,000 (unchanged since last fiscal year end).  The Company has not placed this asset in use as of November 30, 2008.

The Company’s liabilities remained unchanged at approximately $622,000 at November 30, 2008.  However, amounts due to related parties increased by $127,933, and restructured liabilities from a settlement with former officers and directors for past services provided decreased by $99,875.

Accounts payable decreased from$263,726 at the beginning of the year to $233,590 at November 30, 2008.

 Due to related parties increased from $212,000 at February 29, 2008 to $339,933 at November 30, 2008. Periodically, the Company is advanced and expenses are paid by related parties on behalf of the Company.  Amounts due to related parties are unsecured, non-interest bearing and have no specific repayment terms.

The stockholders’ deficiency increased from $461,079 at February 29, 2008 to $567,495 at November 30, 2008. The increase is substantially attributable to an increase in the accumulated deficit arising from the $450,615 loss for the nine month period ended November 30, 2008.

Liquidity and Capital Resources

Operations were financed primarily through advances from related parties and from existing cash balances. During the nine month period ended November 30, 2008, the Company used $110,353 in cash from operating activities primarily as a result of operating losses and adjustments to working capital accounts. Related parties provided $378,340 during the nine month period ended November 30, 2008.

Cash provided by financing activities for the nine month period ended November 30, 2008 totalled $nil.

The revenues of the Company during the nine month period ended November 30, 2008 were zero therefore did not play a significant role in financing operations. The Company in the past has financed operations through the issuance of restricted equity securities. There can be no assurance that the Company’s ability to raise capital through private placements will continue.

Management is hopeful that the future business direction of the Company will substantially decrease the history of operating losses and provide the ability to improve the Company’s liquidity.  The Company will require additional capital over the next year in order to satisfy existing liabilities and to provide further capital contributions to its investments.  Failure to obtain such capital could adversely impact the Company's operations and prospects.

Off-balance sheet arrangements.

The Company does not have any off balance sheet arrangements.

Item 3. Controls and Procedures.

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There have been no changes in the Company’s internal controls over financial reporting during the Company’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. Other Information

Item 2. Unregistered Sales of Equity Securities.

The Company issued the following unregistered securities during the three month period ended November 30, 2008

Date	Securities Issued To:	Number of Shares
September 1, 2008	ETIFF Holdings	2,600,000

Item 3. Defaults upon Senior Securities

None

Item 6.Exhibits and Reports on Form 8-K

a)  Exhibits

Exhibit No.	Description
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

(*)           Filed with this Report.

b)           Reports on Form 8-K

None

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SIGNATURES

In accordance with the registration requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

Date: January 14, 2009	By:	/s/ John G. Simmonds
		Name: John G. Simmonds
		Title:   President and Chief Executive Officer
Date: January 14, 2009	By:	/s/ Gary N. Hokkanen
		Name: Gary N. Hokkanen
		Title:   Chief Financial Officer
		(Principal Financial Officer)