UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10QSB/A
Amendment No. 1
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(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ___________
For Quarter Ended Commission File Number
- ------------------- ----------------------
June 30, 2007 000-32099
THE ART BOUTIQUE, INC.
--------------------------
(Exact name of registrant as specified in its charter)
Wyoming 83-0269496
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(State of incorporation) (I.R.S. Employer
Identification No.)
7th Floor, New Henry House, 10 Ice House St.
Central, Hong Kong
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: None
----
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to the filing requirements for the past 90
days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
47,471,900 as of June 30, 2007
Transitional Small Business Disclosure Format (Check one): Yes ___ No__X_
ART BOUTIQUE, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTHS ENDED JUNE 30, 2007
Table of Contents
PART I - FINANCIAL INFORMATION
PAGE
Item 1. Condensed Consolidated Financial Statements
Independent Auditor's Report............................................................ F-1
Balance Sheets June 30, 2007 (unaudited) and December 31,, 2006......................... F-2
Statement of Operations for the Six Months ended June 30, 2007......................... F-3
Statement of Stockholders Equity (Deficit) June 30, 2007 (unaudited)................... F-4
Statement of Cash Flows for the Six Months ended June 30, 2007 ........................ F-5
Notes to Condensed Consolidated Financial Statements (Unaudited)........................ F-6 - F-7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations... 1
Item 3 Controls and Procedures................................................................. 4
Item 3(a)t. Controls and Procedures...............................................................4
PART II - OTHER INFORMATION
Item 1. Legal Proceedings....................................................................... 5
Item 2. Changes in Securities................................................................... 5
Item 3. Defaults upon Senior Securities......................................................... 5
Item 4. Submission of Matters to a Vote of Security Holders..................................... 5
Item 5. Other Information....................................................................... 5
Item 6. Exhibits and Reports on Form 8-K........................................................ 5
Signatures....................................................................................... 6
i
This Amendment No. 1 on Form 10-QSB/A ("Amendment" or "Form 10-QSB/A") to our
Quarterly Report on Form 10-QSB/A for the fiscal quarter ended June 30, 2007,
which was filed with the Securities and Exchange Commission on August 20, 2007,
(the "Original Filing"), is being filed to amend Part I, Item 1 Financial
Statements - Note 2 - Going Concern in response to Staff comments received by
Art Boutique, Inc. relating to Art Boutique's financial statements.
In addition, pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002,
Art Boutique, Inc. is including with this Amendment certain currently dated
certifications. This Form 10-QSB/A amends and replaces the Original Filing in
its entirety. Art Boutique, Inc. is refiling the entire Original Filing (as
amended by this Form 10-QSB/A) with this Form 10-QSB/A. Except as described
above, no changes have been made to the Original Filing.
ii
JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
9175 E. Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Art Boutique, Inc.
Hong Kong
We have reviewed the accompanying consolidated balance sheet of Art Boutique,
Inc. and Subsidiaries (A Development Stage Company) as of June 30, 2007 and the
related consolidated statements of operations for the three and six months ended
June 30, 2007, and stockholders' equity (deficit) and statements of cash flows
for the six-months ended June 30, 2007. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards of the Public Company
Accounting Oversight Board (United States). The review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquires of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with standards of the Public Company Accounting Oversight Board (United States),
the objective of which is the expression of an opinion regarding the financial
statements as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements the Company is in the development stage and will require
funds from profitable operations, from borrowing, or from sale of equity
securities to execute its business plan. Management's plans in regard to these
matters are also discussed in Note 2. The financial statements do not include
any adjustments that might result from this uncertainty.
/s/Jaspers + Hall, PC
- ---------------------
Jaspers + Hall, PC
Denver, Colorado
August 10, 2007 (except for the restatement as discussed in Note 1 to the
consolidated financial statements as to which the date is as of November 13,
2007)
F-1
ART BOUTIQUE, INC & SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheet
(Unaudited) Audited
June 30, December 31,
2007 2006
---------------- -----------------
ASSETS:
Current Assets:
Cash $ - $ -
---------------- -----------------
Total Current Assets - -
Other Assets:
Prepaid Expenses 12,800 -
---------------- -----------------
Total Other Assets 12,800 -
---------------- -----------------
TOTAL ASSETS $ 12,800 $ -
================ =================
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable $ 7,790 $ 38,227
Due to Director - Micronesian Resort 52,745 53,202
Due to Director - Key Chance International 59,285 869
---------------- -----------------
Total Current Liabilities 119,820 92,298
---------------- -----------------
Minority Interest in Consolidated Subsidiary (10,846) (10,944)
Stockholders' Equity (Deficit)
Common Stock, no par value; 50,000,000 shares authorized
47,471,900 shares issued and outstanding June 30, 858,095 858,095
2007 and December 31, 2006, respectively
Accumulated other comprehensive loss (5,647) (7,040)
Deficit accumulated during the development stage (948,622) (932,409)
---------------- -----------------
Total Stockholders' equity (Deficit) (96,174) (81,354)
---------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 12,800 $ -
================ =================
See Accountants' Review Report and notes to these financial statements.
F-2
ART BOUTIQUE, INC. & SUBSIDIARIES
(A Development Stage Company)
Consolidated Statement of Operations
(Unaudited)
May 15, 1984
Three-month period ended Six-month period ended Inception to
June 30, June 30, June 30,
---------------------------- ---------------------------- ---------------
2007 2006 2007 2006 2007
------------- ------------- ------------- ------------- ---------------
Revenue $ - $ - $ - $ - $ 61,102
Operational expenses:
Depreciation - - - - 4,144
Loss from discontinued operations - - - - 26,331
Acquisition costs - - - - 2,100
General and administrative 7,022 7,638 16,213 97,653 1,559,665
------------- ------------- ------------- ------------- ---------------
Total operational expenses 7,022 7,638 16,213 97,653 1,592,240
------------- ------------- ------------- ------------- ---------------
Loss from operations (7,022) (7,638) (16,213) (97,653) (1,531,138)
------------- ------------- ------------- ------------- ---------------
Other income (expense):
Forgiveness of Debt - 579,372 - 579,372 583,716
Exchange Rate (Gain)/Loss - - - - (1,200)
------------- ------------- ------------- ------------- ---------------
Total other income (expense) - 579,372 - 579,372 582,516
(Loss) income before minority interest (7,022) 571,734 (16,213) 481,719 (948,622)
------------- ------------- ------------- ------------- ---------------
Minority interest in net loss of
consolidated subsidiary - - (297) - (11,241)
------------- ------------- ------------- ------------- ---------------
Net (loss) income $ (7,022) $ 571,734 $ (16,510) $ 481,719 $ (959,863)
============= ============= ============= ============= ===============
Net (loss) income per share of common
stock * $ 0.01 * $ 0.01
============= ============= ============= =============
Weighted average number of common
shares outstanding 47,471,900 47,471,900 47,471,900 47,471,900
============= ============= ============= =============
"*" indicates a value of less than $0.01
See Accountants' Review Report and notes to these financial statements.
F-3
ART BOUTIQUE, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statement of Cash Flows
(Unaudited)
May 15, 1984
Six-month period ended (Inception) to
June 30, June 30,
2007 2006 2007
----------- ----------- ----------------
Cash flows from operating activities
Net (loss) income $ (16,213) $481,719 $ (948,622)
Forgiveness of Debt - $ (84) $ (579,372)
Common stock issued for services - - 1,000
Depreciation - - 4,144
Changes in operating assets and liabilities
Decrease in Accounts Payable (30,437) (59,016) (4,676)
Decrease in deposits - 65 609
(Increase) decrease in prepaid expenses (12,800) 1,162 (11,583)
----------- ----------- ----------------
Net Cash Flows Used by Operating Activities (59,450) 423,846 (1,538,500)
----------- ----------- ----------------
Cash Flows from Investing Activities
Sale of Equipment - 13,218 13,218
Acquisition of Fixed Assets - - (17,362)
----------- ----------- ----------------
Net Cash Flows Provided (Used) by Investing
Activities - 13,218 (4,144)
----------- ----------- ----------------
Cash Flows from Financing Activities
Proceeds from notes payable, stockholders 57,959 163,103 474,228
Proceeds from notes payable - - 53,202
Payment of notes payable, stockholders - - (415,399)
Issuance of common stock for cash - - 857,095
----------- ----------- ----------------
Net Cash Flows Provided by Financing Activities 57,959 163,103 969,126
----------- ----------- ----------------
Comprehensive other income (loss) 1,393 - (5,952)
Valuation adjustment in minority interest 98 - 98
Net Increase (Decrease) in Cash - 600,167 (579,372)
----------- ----------- ----------------
Cash at Beginning of Period - 4,284 -
----------- ----------- ----------------
Cash at End of Period $ - $ 604,451 $ (579,372)
=========== =========== ================
Supplemental Disclosure of Cash Flow Information
Cash paid for interest $ - $ - $ -
=========== =========== ================
Cash paid for taxes $ - $ - $ -
=========== =========== ================
Supplemental Disclosure of Non-Cash Transactions
Stock issued for services - 4,000,000 shares $ 1,000
================
See Accountants' Review Report and notes to these financial statements.
F-4
ART BOUTIQUE, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statement of Change of Stockholders'
Equity (Deficit)
(Unaudited)
Accum Deficit
other Accum. During
Common Stock comprehensive the Development
# of Shares Amount loss Stage Totals
------------ ----------- ----------- ----------------- -----------
Balance - December 31, 1995 471,900 $29,795 $ - $ (29,842) $ (47)
------------ ----------- ----------- ----------------- -----------
Net income for year - - - 47 -
------------ ----------- ----------- ----------------- -----------
Balance - December 31, 1996 471,900 29,795 - (29,795) -
------------ ----------- ----------- ----------------- -----------
Issued March 14, 1997 4,000,000 1,000 - - 1,000
Net income for year - - - (1,000) (1,000)
------------ ----------- ----------- ----------------- -----------
Balance - December 31, 1997 4,471,900 30,795 - (30,795) -
------------ ----------- ----------- ----------------- -----------
Net income for year - - - - -
------------ ----------- ----------- ----------------- -----------
Balance - December 31, 1998 4,471,900 30,795 - (30,795) -
------------ ----------- ----------- ----------------- -----------
Net income for year - - - - -
------------ ----------- ----------- ----------------- -----------
Balance - December 31, 1999 4,471,900 30,795 - (30,795) -
------------ ----------- ----------- ----------------- -----------
Shares for acquisition - 2,300 - - 2,300
Net income for year - - - (2,300) (2,300)
------------ ----------- ----------- ----------------- -----------
Balance - December 31, 2000 4,471,900 33,095 - (33,095) -
------------ ----------- ----------- ----------------- -----------
Net income for year - - - (4,608) (4,608)
------------ ----------- ----------- ----------------- -----------
Balance - December 31, 2001 4,471,900 33,095 - (37,703) (4,608)
------------ ----------- ----------- ----------------- -----------
Net income for year - - - (12,683) (12,683)
------------ ----------- ----------- ----------------- -----------
Balance - December 31, 2002 4,471,900 33,095 - (50,386) (17,291)
------------ ----------- ----------- ----------------- -----------
Issuance of stock for cash 8,000,000 400,000 - - 400,000
Net income for year - - - (115,445) (115,445)
------------ ----------- ----------- ----------------- ----------
Balance - December 31, 2003 12,471,900 433,095 - (165,831) 267,264
------------ ----------- ----------- ----------------- -----------
Net income for year - - - (524,992) (524,992)
------------ ----------- ----------- ----------------- -----------
Balance - December 31, 2004 12,471,900 433,095 - (690,823) (257,728)
------------ ----------- ----------- ----------------- -----------
Issuance of stock for Acquisition 25,000,000 - - - -
Issuance of stock for cash 10,000,000 425,000 - - 425,000
Net income for year - - - (698,567) (698,567)
------------ ----------- ----------- ----------------- -----------
Balance - December 31, 2005 47,471,900 858,095 - (1,389,390) (531,295)
------------ ----------- ----------- ----------------- -----------
Net income for year - - - 456,981 456,981
Accumulated comprehensive
other income (loss) - - (7,040) - (7,040)
------------ ----------- ----------- ----------------- -----------
Balance - December 31, 2006 47,471,900 858,095 (7,040) (932,409) (81,354)
------------ ----------- ----------- ----------------- -----------
Net income for period - - - (16,213) (16,213)
Accumulated comprehensive
other income (loss) - - 1,393 - 1,393
------------ ----------- ----------- ----------------- -----------
Balance - June 30, 2007 47,471,900 $858,095 $ (5,647) $ (948,622) $(96,174)
============ =========== =========== ================= ===========
See Accountants' Review Report and notes to these financial statements.
F-5
ART BOUTIQUE, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
For the Six Months Ended June 30, 2007
Note 1 - Presentation of Interim Information
In the opinion of the management of Art Boutique, Inc., and Key Chance
International, LTD (a wholly owned subsidiary) the accompanying unaudited
financial statements include all normal adjustments considered necessary to
present fairly the financial position as of June 30, 2007 and the results of
operations for the three-months and six-months ended June 30, 2007 and 2006 and
the period May 15, 1984 (inception) to June 30, 2007 and cash flows for the
six-months ended June 30, 2007 and 2006, and for the period May 15, 1984
(inception) to June 30, 2007. Interim results are not necessarily indicative of
results for the full year.
The financial statements and notes are presented as permitted by Form 10-QSB,
and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended December 31, 2006.
Reclassification:
The attached consolidated financial statements have been restated as part of a
reclassification of the forgiveness of debt owed to a shareholder from a gain on
the consolidated statement of operations to the equity section of the
consolidated balance sheet.
Note 2 - Going Concern:
The Company's financial statements have been presented on the basis that it is a
going concern, which contemplated the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company's current
liabilities exceed the current assets by $119,820 with an accumulated deficit of
$1,532,338.
The Company is in the development stage and has not earned any revenue from
operations. The Company's ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital or locate a merger
candidate and ultimately, achieve profitable operations. The accompanying
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. Management is seeking new capital to revitalize
the Company.
Note 3 - Due to Directors:
A director of Key Chance International, Inc. (Tsang Ping Lam) is due an amount
of $59,285 for advances made to the Company to pay for Company expenses. The
amount is unsecured, interest free and has no fixed terms of repayment.
The Director of Micronesian Resort, Inc. (Masakazu Kobayashi) is due an amount
of $52,745 for advances made to the Company to pay for Company expenses. The
amount is unsecured, interest free and has no fixed terms of repayment.
F-6
Note 4 - Ownership Interest in Affiliated Company:
On May 25, 2005, the Company purchased an 80% interest in Micronesian Resort,
Inc. (MRI) for an issuance of 25,000,000 shares of common stock in Art Boutique,
Inc. MRI is the lessee of a piece of property in the Republic of Palau under a
lease agreement dated April 25, 2005 for the grant of a lease of such property
to MRI. Art Boutique, Inc. will indirectly control MRI and intends to develop
the property into a resort hotel. The minority interest held by MRI is disclosed
separately in the Company's Consolidated Financial Statements.
F-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
-------------
Cautionary and Forward Looking Statements
In addition to statements of historical fact, this Form 10-QSB contains
forward-looking statements. The presentation of future aspects of The Art
Boutique, Inc. ("The Art Boutique," the "Company" or "issuer") found in these
statements is subject to a number of risks and uncertainties that could cause
actual results to differ materially from those reflected in such statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's analysis only as of the date hereof.
Without limiting the generality of the foregoing, words such as "may," "will,"
"expect," "believe," "anticipate," "intend," or "could" or the negative
variations thereof or comparable terminology are intended to identify
forward-looking statements.
These forward-looking statements are subject to numerous assumptions, risks and
uncertainties that may cause The Art Boutique, Inc. actual results to be
materially different from any future results expressed or implied by The Art
Boutique in those statements. Important facts that could prevent The Art
Boutique from achieving any stated goals include, but are not limited to, the
following:
Some of these risks might include, but are not limited to, the following:
(a) volatility or decline of the Company's stock price;
(b) potential fluctuation in quarterly results;
(c) failure of the Company to earn revenues or profits;
(d) inadequate capital to continue or expand its business, inability
to raise additional capital or financing to implement its
business plans;
(e) failure to commercialize its technology or to make sales;
(f) rapid and significant changes in markets;
(g) litigation with or legal claims and allegations by outside
parties;
(h) insufficient revenues to cover operating costs.
1
There is no assurance that the Company will be profitable, the Company may not
be able to successfully develop, manage or market its products and services, the
Company may not be able to attract or retain qualified executives and technology
personnel, the Company's products and services may become obsolete, government
regulation may hinder the Company's business, additional dilution in outstanding
stock ownership may be incurred due to the issuance of more shares, warrants and
stock options, or the exercise of warrants and stock options, and other risks
inherent in the Company's businesses.
The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
Readers should carefully review the factors described in other documents the
Company files from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB
filed by the Company in 2006 and any Current Reports on Form 8-K filed by the
Company.
OVERVIEW OF OPERATIONS
The management of the Company has been actively seeking potential new businesses
so as to enable the Company to achieve a sustainable level of operations.
Various attempts have been made by the Company in trying to achieve such an
objective, including considering the potential acquisitions of certain
businesses in Japan. Unfortunately, no agreements have been entered into by the
Company despite efforts by the management. In November 2004, an opportunity for
the Company to invest in a real estate development project arose whereby the
Company might act as the developer of a land situated in the Airai State in the
Republic of Palau for a resort hotel. The company continues planning to develop
a resort property in Palau, in the period.
RESULTS OF OPERATIONS FOR QUARTER ENDED JUNE 30, 2007 COMPARED TO SAME PERIOD
ENDED JUNE 30, 2006.
The Company had no revenues from operations in the period in 2007 or 2006. The
Company incurred expenses of $7,638 in the period in 2007 compared to $109,023
in 2006. The Company, due to forgiveness of debt of $579,372 had a gain of
$571,734 in the quarter in 2007 compared to a loss of ($109,023) in the quarter
in 2006. The gain per share was $.01 in the quarter in 2007 and there was a loss
of ($.01) in the period in 2006.
RESULTS OF OPERATIONS FOR SIX MONTHS ENDED JUNE 30, 2007 COMPARED TO SAME PERIOD
ENDED JUNE 30, 2006.
The Company did not recognize revenues from operations in the period in 2007 or
2006. The Company incurred expenses of $16,213 in the period in 2007 compared to
$97,653 in 2006. The Company had a loss of ($16,213) in the six months ended
June 30, 2007 compared to a gain of $481,719 in the six months ended June 30,
2006 due to resigning director Ronald Lui forgiving $579,372 in unsecured debt
owned to him by the Company.
The company expects the trend of losses to continue at an increased rate as the
company seeks to develop its resort concept.
LIQUIDITY AND CAPITAL RESOURCES
The Company had no cash capital at the end of the period and minimal other
assets. The Company will be forced to either borrow or make private placements
of stock in order to fund operations. No assurance exists as to the ability to
achieve loans or make private placements of stock.
2
NEED FOR ADDITIONAL FINANCING
The Company does not have capital sufficient to meet the Company's cash needs,
including the costs of compliance with the continuing reporting requirements of
the Securities Exchange Act of 1934. The Company will have to seek loans or
equity placements to cover such cash needs. In the event the Company is able to
complete a business combination during this period, lack of its existing capital
may be a sufficient impediment to prevent it from accomplishing the goal of
completing a business combination. There is no assurance, however, that without
funds it will ultimately allow registrant to carry out its business
The Company will need to raise additional funds to conduct any business
activities in the next twelve months.
No commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any additional funds
will be available to the Company to allow it to cover its expenses as they may
be incurred.
Irrespective of whether the Company's cash assets prove to be inadequate to meet
the Company's operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.
"GOING CONCERN" QUALIFICATION
The Company's auditor has issued a "going concern" qualification as part of his
opinion in the Audit Report. There is substantial doubt about the ability of the
Company to continue as a "going concern." The Company has no business, limited
capital, debt in excess of $60,000, all of which is current, no cash, nominal
other assets, and no capital commitments. The effects of such conditions could
easily be to cause the Company's bankruptcy.
Management hopes to develop its business plan and will need, at which to seek
and obtain funding, via loans or private placements of stock for operations debt
and to provide working capital. Management had plans to seek capital in the form
of loans or stock private placements in the next quarter of approximately
$100,000. No commitments exist or existed for any funding.
3
ITEM 3. CONTROLS AND PROCEDURES
-----------------------
a. Evaluation of Disclosure Controls and Procedures:
The management of the company has evaluated the effectiveness of the issuer's
disclosure controls and procedures as of the end of the period of the report
June 30, 2007 and have concluded that the disclosure controls internal controls
and procedures are adequate and effective based upon their evaluation as of the
evaluation date.
b. Changes in Internal Control over Financial Reporting:
There were no changes in the small business issuers internal control over
financial reporting identified in connection with the Company evaluation
required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange act
that occurred during the small business issuers last fiscal quarter that has
materially affected or is reasonable likely to materially affect, the small
business issuers internal control over financial reporting.
ITEM 3. (A)T. CONTROLS AND PROCEDURES
-----------------------------
There have been no changes in the small business issuer's internal control over
financial reporting identified in connection with the evaluation required by
paragraph (d) of Rule 240.15d-15 that occurred during the small business
issuer's last fiscal quarter that has materially affected, or is reasonable
likely to materially affect, the small business issuer's internal control over
financial reporting.
4
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-----------------
None
ITEM 2. CHANGES IN SECURITIES
---------------------
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
------------------------------
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None
ITEM 5. OTHER INFORMATION
-----------------
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(A) 31 Sarbanes-Oxley Certification
32 Sarbanes-Oxley Certification
(B) Reports on Form 8-K
None
5
SIGNATURES
Pursuant to the requirements 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.
THE ART BOUTIQUE, INC.
Date: November 13, 2007 /s/ Tsang Ping Lam
-----------------------------
Tsang Ping Lam, President,
Chief Executive Officer and
Acting Chief Financial Officer
6