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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 ended December 31, 2008
---------------------
OR
[ ] 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: 333-59114
TIME LENDING, CALIFORNIA, INC
-------------------------------------------------------------
(Exact name of small business issuer as specified in charter)
Nevada 33-0730042
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1580 N. Batavia #2, Orange, California 92867
----------------------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
714-288-5901
------------------------------------------------
(Issuer'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. Yes [X] No [ ]
Indicate by check mark whether the registrant is a larger accelerated filer, an
accelerated filer , a non-accelerated filer, or a smaller reporting company. See
the definitions of "larger accelerated filer" and "smaller or a smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated Filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company[X]
(Do not check if a smaller reporting company)
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 of the registrant's common stock outstanding of
each of the insurer's common stock, as of the latest practicable date. As of
September 30, 2008: 24,398,040 shares.
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TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
(a) Consolidated Balance Sheets 4
(b) Consolidated Statements of Operations 5
(c) Consolidated Statement of Shareholders' Equity (deficit) 6
(d) Consolidated Statements of Cash Flows 7
(e) Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 11
Item 4T. Controls and Procedures 12
PART II. OTHER INFORMATION 13
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults On Senior Securities 13
Item 4. Submission of Items to a Vote 13
Item 5. Other Information 13
Item 6. 13
SIGNATURES AND CERTIFICATES 14
2
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited financial statements of Time Lending California, Inc.
(the "Company"), have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q. Accordingly, these financial statements may not
include all of the information and disclosures required by generally accepted
accounting principles for complete financial statements. These financial
statements should be read in conjunction with the audited financial statements
and the notes thereto for the fiscal year ending June 30, 2008. In the opinion
of management, the accompanying unaudited financial statements contain all
adjustments necessary to fairly present the Company's financial position as of
December 31, 2008 and its results of operations and its cash flows for the three
and six-months ended December 31, 2008 and 2007, and cash flows for the
six-months ended December 31, 2008 and 2007.
3
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TIME LENDING CALIFORNIA, INC.
CONSOLIDATED BALANCE SHEETS
Unaudited Audited
December 31, June 30,
2008 2008
ASSETS --------- ---------
CURRENT ASSETS
Cash $ 169,443 $ 268,141
Accounts Receivable 23,871 10,161
--------- ---------
Total current assets 193,314 278,302
Fixed assets,
Net Fixed Assets 13,533 15,933
--------- ---------
Total Fixed Assets 13,533 15,933
--------- ---------
$ 206,847 $ 294,235
TOTAL ASSETS ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 61,592 $ 27,942
Accounts payable - related parties 118,483 258,095
Note Payable - Employee 25,000 25,000
--------- ---------
Total Current Liabilities 205,075 311,037
--------- ---------
TOTAL LABILITIES $ 205,075 $ 311,037
--------- ---------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value; 200,000 shares
Authorized, none issued and outstanding
Common stock, authorized, 200,000,000 shares,
$.001 par value, and 23,398,040 issued and outstanding,
24,398 24,398
Additional Paid-in Capital 144,683 144,683
Retained earnings (deficit) (167,309) (185,883)
--------- ---------
Total stockholders' equity 1,772 (16,802)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 206,847 $ 294,235
========= =========
4
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TIME LENDING CALIFORNIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
2008 2007 2008 2007
------------ ------------ ------------ ------------
Revenue:
Marketing income $ 161,120 $ 41,363 $ 285,752 $ 89,190
Loan income -- 7,436 - 25,528
------------ ------------ ------------ ------------
Total Revenue 161,120 48,799 285,752 114,718
------------ ------------ ------------ ------------
Expenses:
Operating & marketing expense 111,950 55,115 237,911 130,665
General and administrative 22,447 20,687 29,558 25,124
------------ ------------ ------------ ------------
Total expenses 134,397 75,802 267,469 155,789
------------ ------------ ------------ ------------
Other Income
Interest Income 471 -- 471 6,214
------------ ------------ ------------ ------------
Net Income (Loss) $ 27,194 $ ( 27,003) $ 18,754 $ (34,857)
============ ============ ============ ============
Per Share information
Weighted average common shares outstanding 23,398,040 22,817,000 23,398,040 22,817,000
============ ============ ============ ============
Loss per common share, basic and diluted $ 0.001 $ (0.001) $ 0.001 $ (0.001)
============ ============ ============ ============
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TIME LENDING CALIFORNIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
December 31,
CASH FLOWS FROM OPERATING ACTIVITIES 2008 2007
---------- -----------
Net income $ 18,574 $ (34,857)
Issuance of stock for Compensation -- 14,233
Adjustments to reconcile net loss to net cash
used in operating activities -- --
Depreciation and amortization 2,400 --
(Increase) in Accounts Receivable (13,710) --
Increase (decrease) in Accounts payable- related party (139,612) (181,567)
Increase (decrease) in Accounts payable 33,650 1,811
Increase in Deferred Revenue -- --
Increase (decrease) in Accrued Expenses -- (25,357)
--------- ---------
Net cash flows used by operations (98,698) (225,737)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of stock for cash -- --
--------- ---------
Cash Flows from Investing Activities:
Purchase of Assets -- --
--------- ---------
Net cash flows used for investing activities -- --
--------- ---------
Cash Flows from financing activities -- --
Issuance of stock for cash --------- ---------
Net cash flows used by financing activities -- --
--------- ---------
Net Increase (Decrease)in Cash (98,698) (225,737)
--------- ---------
Cash and Cash Equivalents at Beginning period 268,141 501,037
--------- ---------
Cash and Cash Equivalents at End of period $ 169,443 $ 275,300
========= =========
NON-CASH TRANSACTIONS
Common stock issued in exchange for services $ -- --
========= =========
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TIME LENDING, CALIFORNIA, INC.
Consolidated Statement of Stockholders' Equity (Deficit)
December 31,2008
(Unaudited)
COMMON STOCK Additional Retained Total
------------------------ Paid-in Earnings Stockholders'
Shares Amount Capital (Deficit) Equity
---------- ---------- ---------- ---------- ----------
July 1, 2000 4,000,000 $ 4,000 $ (3,999) $ -- $ 1
Issuance for stock for Cash June 15, 2001 1,000,000 1,000 (750) -- 250
Net Loss for Year -- -- -- (7,508) (7,508)
---------- ---------- ---------- ---------- ----------
Balance - June 30, 2001 5,000,000 5,000 (4,749) (7,508) (7,257)
Net Profit for Year -- -- -- 2,252 2,252
---------- ---------- ---------- ---------- ----------
Balance - June 30, 2002 5,000,000 5,000 (4,749) (5,256) (5,005)
---------- ---------- ---------- ---------- ----------
Issuance of stock for services 5/03 4,800,000 4,800 (3,600) -- 1,200
Net Loss for Year -- -- -- (3,299) (3,299)
---------- ---------- ---------- ---------- ----------
Balance - June 30, 2003 9,800,000 $ 9,800 $ (8,349) $ (8,555) $ (7,104)
========== ========== ========== ========== ==========
Issuance of stock for compensation 200,000 200 (150) -- 50
Issuance of stock for cash 222,000 222 10,978 -- 11,200
Issuance of stock for compensation 828,000 828 7,452 -- 8,280
Issuance of stock for cash 116,000 116 5,684 -- 5,800
Issuance of stock for compensation 1,600,000 1,600 14,400 -- 16,000
Net Loss for Year -- -- -- (5,279) (5,279)
---------- ---------- ---------- ---------- ----------
Balance - June 30, 2004 12,766,00 $ 12,766 $ 30,015 $ (13,834) $ 28,947
---------- ---------- ---------- ---------- ----------
Issuance of stock for compensation 10,004,000 10,004 90,016 -- 100,020
Net Loss for Year -- -- -- (88,159) (88,159)
---------- ---------- ---------- ---------- ----------
Balance - June 30, 2005 22,770,000 22,770 120,031 (101,993) $ 40,808
---------- ---------- ---------- ---------- ----------
Issuance of stock for cash 47,040 47 12,000 -- 12,047
Net Profit for Year -- -- -- 1,000 1,000
Balance -June 30, 2006 22,817,040 $ 22,817 $ 132,031 $ (100,993) $ 53,855
---------- ---------- ---------- ---------- ----------
Net Profit for Year -- -- -- (41,282) (41,282)
---------- ---------- ---------- ---------- ----------
Balance - June 30, 2007 22,817,040 $ 22,817 $ 132,031 $ (142,275) $ 12,573
---------- ---------- ---------- ---------- ----------
Issuance of stock for cash 1,581,000 1,581 12,652 -- 14,233
Net Loss for Period -- -- -- (43,608) (43,608)
---------- ---------- ---------- ---------- ----------
Balance - June 30, 2008 24,398,040 24,398 144,683 (185,883) (16,802)
Net Loss for the period. -- -- -- 18,574 18,574
---------- ---------- ---------- ---------- ----------
Balance December 31, 2008 24,398,040 $ 24,398 $ 144,683 $ (167,309) $ 1,772
========== ========== ========== ========== ==========
All stock has been adjusted for a 1/4 Forward split in May 2005.
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TIME LENDING CALIFORNIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
On August 4, 2000, Time Lending, California, Inc., a Nevada corporation
(Time-Nevada) was created for the sole purpose of effecting a merger of Time
Lending, California, Inc., a California corporation (Time-California), with
and into Time - Nevada.
Time Lending, California is a real estate loan broker licensed under the
California Department of Real Estate. On December 4, 2000, Time Lending,
California, Inc., a California corporation (Time - California) and Time Lending,
California, Inc., a Nevada corporation (Time - Nevada), entered into a merger
agreement with Time-Nevada as the surviving corporation. Investments in
subsidiaries are at cost and inter-company transactions are eliminated. The
subsidiaries (Time Management, Inc.) (Time Marketing Associates, Inc.) (Tenth
Street, Inc.), are owned, 50% by Time Lending California, Inc. and 50% by
stockholders per agreement. The stockholders of Time Lending are the officers
and stockholders of the subsidiaries. The entirety of the subsidiaries'
activities are consolidated due to the complete control of the subsidiaries by
the parent corporation Time-Nevada through mutual officers and directors, and
due to identical stockholder ownership.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-Q and do not include all of the information
and disclosures required by generally accepted accounting principles for
complete financial statements. All adjustments which are, in the opinion of
management, necessary for a fair presentation of the results of operations for
the interim periods have been made and are of a recurring nature unless
otherwise disclosed herein. The results of operations for such interim periods
are not necessarily indicative of operations for a full year.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.
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TIME LENDING, CALIFORNIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Use of Estimates
The 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 statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Fiscal year
The Company employs a fiscal year ending June 30.
Income tax
The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 ("SFAS 109"). Under SFAS 109 deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carry forwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by
the weighted average number of shares of common outstanding. Warrants, stock
options, and common stock issuable upon the conversion of the Company's
preferred stock (if any), are not included in the computation if the effect
would be anti-dilutive and would increase the earnings or decrease loss per
share.
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TIME LENDING, CALIFORNIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
Revenue recognition
Marketing Income is from direct mail marketing projects and is recorded when the
project is completed and shipped. Prices are agreed between the Company and its
customer at the time of the order. Shipment is usually within 3-5 days from
ordering.
Loan Fees are primarily mortgage origination fees for loans processed by the
Company for its clients and various mortgage lenders. Revenue is recorded at the
time of mortgage closing.
Real Estate Sales of income is fees for Company receiving fees as a Real Estate
Agent and are recorded at the time the sale is closed.
Property and equipment
Property and equipment are recorded at cost and depreciated under the straight
line method over each item's estimated useful life.
Financial Instruments
The carrying value of the Company's financial instruments, including cash and
cash equivalents and accrued payables, as reported in the accompanying balance
sheet, approximates fair value.
Stock based compensation
The Company accounts for employee and non-employee stock awards under SFAS
123(r), whereby equity instruments issued to employees for services are recorded
based on the fair value of the instrument issued and those issued to
non-employees are recorded based on the fair value of the consideration received
or the fair value of the equity instrument, whichever is more reliably
measurable.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS FOR PLAN OF OPERATION
PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE
COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. PROSPECTIVE SHAREHOLDERS SHOULD
UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD - LOOKING STATEMENT
CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE
FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR
FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND
THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE
FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE
ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE
TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF
WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE
BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE
ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN ARE
REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE,
THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD -
LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE
AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING, CAPITAL
EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE COMPANY'S
RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE
FORWARD - LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF ANY SUCH
STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER
PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.
Results Of Operations
Time Lending, California, Inc. was formerly the wholly-owned, operating
subsidiary of Time Financial Services, Inc., a Nevada corporation. A share
exchange transaction pursuant to the share exchange agreement signed between
Time Financial Services, Inc. and Interruption Television, Inc., a Nevada
corporation, was completed on July 20, 2000. As a part of that transaction, Time
Lending, California, Inc. was sold to the management (comprised of Messrs. Pope
and La Puma) and all Time Financial shares held by Time Lending, California,
Inc. were cancelled.
We became independently owned on July 20, 2000 following the share
exchange transaction described above. Up to that date we were the only
operating, wholly-owned subsidiary of Time Financial Services, Inc. and all
financial statements reported by Time Financial Services, Inc. were consolidated
statements of which Time Lending, California represented 100% of the operating
activities.
Company Overview
Time Lending has been in business as a mortgage broker to originate
first and second loans secured by real estate through deeds of trust and
mortgages. Time Lending has three subsidiaries. Time Marketing Associates, Inc.,
a Nevada corporation, which is engaged in the business of direct mail marketing.
Time Marketing's mailing piece generates mortgage leads for mortgage broker and
lender clients across the country. Tenth Street Inc., a Nevada corporation, is
engaged in the business of brokering mailing lists for direct mail. This
business compliments Time Marketing by selling targeted mailing lists to Time
Lending and its clients.
Time Management Inc., a Nevada corporation, is engaged in the business
of managing real estate properties owned by Time Lending. These properties were
purchased from HUD foreclosures and the open market, repaired and renovated, and
sold or rented.
Three months and Six months ended December 31, 2008 compared to three
and six months ended December 31, 2007 (Unaudited).
During the three months ended December 31, 2008, the mortgage market at
three year lows as reported by the Mortgage Bankers Association of America. With
the demise of the sub-prime market the direct mail marketing segment, which is
targeted to mortgage brokers, came to a near standstill. Loan commissions
declined as the mortgage secondary market was in disarray. Now there is a
resurgence of FHA loans to overcome this difficult market. The direct mail
business is starting to come back with FHA lenders advertising again. Time
Lending stopped doing any real estate loans. Through its Signature Marketing
D.B.A. Time Lending/Time Marketing continued it growth into the insurance agency
telemarketing business. Signature Marketing creates expiration date lists and
appointments for independent insurance agents. Signature Marketing still
produces mailings for Mortgage Companies that are offering FHA loans to
homeowners.
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Total income for the three months ended December 31, 2008 was $161,120
an increase of 230.17%, or $112,321, compared to the $48,799 for the three
months ended December 31, 2007. Total income for the six months ended December
31, 2008 was $285,752 an increase of 149.09%, or $171,034, compared to the
$114,718 for the three months ended December 31, 2007.
Expenses. Total expenses increased 77.3% or $58,595 to $ 134,397 for the three
months ended December 31, 2008, compared to $75,802 for the three months ended
December 31, 2007. Most of the increase was the result of increased marketing
sales cost. Total expenses increased 71.69% or $111,680 to $ 269,469 for the six
months ended December 31, 2008, compared to $155,789 for the six months ended
December 31, 2007. Most of the increase was the result of increased marketing
sales cost.
Net profit/(loss) before tax. The profit(loss) for the three months ended
December 31, 2008 was $27,194, an increase of 200.7%, or $54,197 compared to a
loss of ($ 27,003) for the three months ended December 31, 2007. The
profit(loss) for the six months ended December 31, 2008 was $18,754, an increase
of 153.8%, or $53,611 compared to a loss of ($ 34,857) for the six months ended
December 31, 2007
Marketing segment. The marketing segment is the preparation and mailing of
direct mail advertising for the mortgage industry, mostly medium to small
mortgage companies. In addition, it covers the telemarketing services to
independent insurance agents. This represented 100% 0f revenues for this
quarter. Income: the income for the marketing segment for three months ended
December 31, 2008 $161,120 an increase of 230.17%, or $112,321, compared to the
$48,799 for the three months ended December 31, 2007. Total income for the six
months ended December 31, 2008 was $285,752 an increase of 149.09%, or $171,034,
compared to the $114,718 for the three months ended December 31, 2007 The
mortgage market remained slow during this quarter but revenue increased with the
growth of the insurance telemarketing service.
Expenses. 100 % of expenses for this segment were attributed to this segment for
the three months and six months ended December 31, 2008.
Profit (Loss) contribution. 100% of the Profit (Loss) contribution was from the
marketing segment.
Lending segment. This segment is the origination and brokering of real estate
loans. This requires a real estate brokers license in California. Michael F.
Pope is a licensed broker.
Income: There was no Loan broker income for the three months and six ended
December 31, 2008. This was an decrease of ($7,436), compared to the three
months ended December 31 2007 of $7,436 and ($25,528) for the six months ended
December 31 2007 Of $25,528.
Expenses. There were no expenses for the lending segment for the three months
ended December 31, 2008. This compares to expenses of $12,029 for the three
months ended December 31, 2007 and $32,925 for the six months ended December 31
2007.
Profit (loss) contribution. There was no profit (loss) contribution for the
lending segment for three months ended December 31, 2008. For three months
ended December 31, 2007 the loss was ($4,593) and ($7,397) for the six months
ended December 31 2007.
Real estate segment. There was no revenue for this segment this quarter.
Management segment. This segment is property management and other income
including miscellaneous consulting fees. There was no revenue for this segment
for this quarter.
ITEM 4T. Controls and Procedures
The Company has disclosure controls and procedures (as defined in Rules
13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended) to
ensure that material information contained in its filings with the Securities
and Exchange Commission is recorded, processed, summarized and reported on a
timely and accurate basis. Based on such evaluation, the Company's principal
executive officer and principal financial officer have concluded that the
Company's disclosure controls and procedures are effective at ensuring that
material information is recorded, processed, summarized and reported on a timely
and accurate basis in the Company's filings with the Securities and Exchange
Commission. Since such evaluation there have not been any significant changes in
the Company's internal controls, or in other factors that could significantly
affect these controls
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PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
On October 15, 2008, the Board of Directors of Time Lending, California, Inc.
(the "Registrant") accepted the resignation of Jasper + Hall PC as its auditors.
The Board of Directors of the Registrant accepted approved the appointment of
Ronald R. Chadwick, P.C. Certified Public Accountant 2851 South Parker Road,
Suite 720 Aurora, Colorado 80014 as its new auditors. The Registrant does not
have an audit committee other than the members of the Board of Directors.
During the Registrant's fiscal years 2007-2008, and during the interim period
there have been no past disagreements between the Registrant and Jasper + Hall
PC, on any matter of accounting principles or practices, financial statement
disclosure or auditing, scope or procedure.
The audit reports provided by the Registrant's auditors, Jasper + Hall PC, for
the fiscal years ended June 30, 2008 did not contain any adverse opinion or
disclaimer of opinion nor was any report modified as to uncertainty, audit scope
or accounting principles.
During the two most recent fiscal years and through the date hereof, neither the
Registrant nor any one on behalf of the Registrant has consulted with Ronald R.
Chadwick, P.C regarding the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Registrant's financial statements, or any other matters
or reportable events required to be disclosed under Items 304 (a) (2) (i) and
(ii) of Regulation S-B.
ITEM 6
(a) Exhibits
--------
Exhibit No. Description
----------- -----------
Exhibit 31 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT
Exhibit 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT
13
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: February 17, 2009 TIME LENDING, CALIFORNIA, INC.
By: /s/ Michael F. Pope
-------------------------------------
Michael F. Pope
President
By: /s/ Philip C. La Puma
-------------------------------------
Philip C. La Puma
Treasurer (Chief Financial Officer)
and Secretary
14