UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2008
Commission file number 333-141328
KITCHER RESOURCES, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
Suite 138 - 1027 Davie Street
Vancouver, BC V6E 4L2
(Address of principal executive offices, including zip code.)
(604) 231-0074
(Telephone number, including area code)
Karen Batcher
Batcher & Zarcone, LLP
4252 Bonita Road #151
Bonita, CA 91902
Phone (619) 475-7882 Fax (619) 789-6262
(Name, address and telephone number of agent for service)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 such filing requirements for the last 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,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 30,000,000 shares as of August 28,
2008.
ITEM 1. FINANCIAL STATEMENTS
KITCHER RESOURCES INC.
(An Exploration Stage Company)
Balance Sheets
July 31, January 31,
2008 2008
-------- --------
(Unaudited) (Audited)
A S S E T S
CURRENT ASSETS
Cash $ 37,469 $ 46,148
-------- --------
Total Assets $ 37,469 $ 46,148
======== ========
L I A B I L I T I E S
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities $ 150 $ 1,206
-------- --------
Total Current Liabilities 150 1,206
-------- --------
S T O C K H O L D E R S ' E Q U I T Y
Common Stock
75,000,000 authorized shares, par value $.001
30,000,000 shares issued and outstanding
(April 30, 2008 - 30,000,000) 30,000 30,000
Additional paid in capital 40,000 40,000
Deficit accumulated during exploration stage (32,681) (25,058)
-------- --------
Total Stockholders' Equity 37,319 44,942
-------- --------
Total Liabilities and Stockholders' Equity $ 37,469 $ 46,148
======== ========
See accompanying notes to financial statements
2
KITCHER RESOURCES INC
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
Period from
Three Months Three Months December 26, 2006
Ended Ended (Date of inception) to
July 31, July 31, July 31,
2008 2007 2008
----------- ----------- -----------
REVENUES:
Revenues $ -- $ -- $ --
----------- ----------- -----------
Total Revenues -- -- --
----------- ----------- -----------
EXPENSES:
Operating Expenses
Exploration Expenses -- -- 10,000
Impairment of Mineral Property 514 -- 1,262
General and Adminstrative 377 776 3,089
Professional Fees 4,500 -- 11,950
Transfer Agent/Regulatory/Filing 388 2,116 6,380
----------- ----------- -----------
Total Expenses 5,779 2,892 32,681
----------- ----------- -----------
Net loss from Operations (5,779) (2,892) (32,681)
PROVISION FOR INCOME TAXES: -- -- --
----------- ----------- -----------
Net Income (Loss) for the period $ (5,779) $ (2,892) $ (32,681)
=========== =========== ===========
Basic and Diluted Earnings Per Common Share (0.00) (0.00) (0.00)
----------- ----------- -----------
Weighted Average number of Common Shares 30,000,000 27,096,774 26,583,528
=========== =========== ===========
See accompanying notes to financial statements
3
KITCHER RESOURCES INC.
(An Exploration Stage Company)
Statement of Stockholders' Equity
For the period from December 26, 2006 (inception) to July 31, 2008
Deficit
Accumulated
Additional During Total
$0.001 Paid-In Exploration Stockholders'
Shares Par Value Capital Stage Equity
------ --------- ------- ----- ------
Balance, December 26, 2006 (Date of Inception) -- $ -- $ -- $ -- $ --
Stock Issued for cash at $0.001 per share
on December 29, 2006 20,000,000 20,000 -- -- 20,000
Net loss for the period -- -- -- (8,088) (8,088)
---------- -------- -------- --------- --------
Balance, January 31, 2007 20,000,000 20,000 -- (8,088) 11,912
Stock Issued for cash at $0.005 per share 10,000,000 10,000 40,000 -- 50,000
on July 9, 2007
Net loss for the year -- -- -- (16,970) (16,970)
---------- -------- -------- --------- --------
Balance, January 31, 2008 30,000,000 30,000 40,000 (25,058) 44,942
Net loss for the period -- -- -- (7,623) (7,623)
---------- -------- -------- --------- --------
Balance, July 31, 2008 (Unaudited) 30,000,000 $ 30,000 $ 40,000 $ (32,681) $ 37,319
========== ======== ======== ========= ========
See accompanying notes to financial statements
4
KITCHER RESOURCES INC
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
Period from
Three Months Three Months December 26, 2006
Ended Ended (Date of inception) to
July 31, July 31, July 31,
2008 2007 2008
-------- -------- --------
OPERATING ACTIVITIES:
Net (Loss) $ (5,779) $ (2,892) $(32,681)
Adjustments to reconcile net loss to net
cash used in operating activities:
Impairment of mineral property 514 -- 1,262
Accounts Payable (150) (840) 150
-------- -------- --------
Net Cash Used in from Operating Activities (5,415) (3,732) (31,269)
-------- -------- --------
INVESTING ACTIVITIES:
Mineral Property Acquisition (514) -- (1,262)
-------- -------- --------
Net Cash Used in Investing Activities (514) -- (1,262)
-------- -------- --------
FINANCING ACTIVITIES:
Common Stock issued for cash -- 50,000 70,000
Advance (to) from Related Party -- -- --
-------- -------- --------
Net Cash Provided by Financing Activities -- 50,000 70,000
-------- -------- --------
Net Increase in Cash (5,929) 46,268 37,469
Cash Balance, Begin Period 43,398 8,633 --
-------- -------- --------
Cash Balance, End Period $ 37,469 $ 54,901 $ 37,469
======== ======== ========
SUPPLEMENTAL INFORMATION:
Taxes paid $ -- $ -- $ --
======== ======== ========
Interest paid $ -- $ -- $ --
======== ======== ========
See accompanying notes to financial statements
5
KITCHER RESOURCES INC.
(An Exploration Stage Company)
Notes to the Financial Statements
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
DESCRIPTION OF BUSINESS AND HISTORY - Kitcher Resources Inc., a Nevada
corporation, (hereinafter referred to as the "Company" or "Kitcher Resources ")
was incorporated in the State of Nevada on December 26, 2006. The Company was
formed to engage in the acquisition, exploration and development of natural
resource properties. The Company acquired mineral claims during the period
ending July 31, 2008 for $1,262.
The Company's operations have been limited to general administrative operations,
and initial property staking and investigation, and is considered to be an
Exploration Stage Company in accordance with Statement of Financial Accounting
Standards No. 7.
The Company will review and further develop the accounting policies as the
business plan is implemented.
The Company's SB-2 registration statement that was initially filed on March 25,
2007 with the Securities and Exchange Commission (SEC) in order to raise an
aggregate amount of $50,000 from the sale of 10,000,000 common shares at $0.005
per share, was declared effective by the SEC on June 4, 2007. The Company
completed the offering as of July 9 2007 and raised $50,000 from the sale of
10,000,000 common shares at $0.005 per share.
GOING CONCERN - The Company incurred net losses of approximately $32,681 for the
period from December 26, 2006 (Date of Inception) through July 31, 2008 and has
commenced limited operations, raising substantial doubt about the Company's
ability to continue as a going concern. The Company will seek additional sources
of capital through the issuance of debt or equity financing, but there can be no
assurance the Company will be successful in accomplishing its objectives.
The ability of the Company to continue as a going concern is dependent on
additional sources of capital and the success of the Company's plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
YEAR END - The Company's year end is January 31.
USE OF ESTIMATES - The preparation of the 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 amount of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
6
KITCHER RESOURCES INC.
(An Exploration Stage Company)
Notes to the Financial Statements
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
(continued)
INCOME TAXES - The Company accounts for its income taxes in accordance with
Financial Accounting Standards Board ("FASB") Statement of Financial Accounting
Standards ("SFAS") No. 109, which requires recognition of deferred tax assets
and liabilities for future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis and tax credit carry forwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in operations in the period that includes the
enactment date.
The Company has net operating loss carryovers available to be used for reducing
future years taxable income. The Company has recorded a valuation allowance for
the full potential tax benefit of the operating loss carryovers due to the
uncertainty regarding realization.
NET LOSS PER COMMON SHARE - The Company computes net loss per share in
accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff
Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB
98, basic net loss per share is computed by dividing the net loss available to
common stockholders for the period by the weighted average number of shares of
common stock outstanding during the period. The calculation of diluted net loss
per share gives effect to common stock equivalents; however, potential common
shares are excluded if their effect is anti-dilutive. For the period from
December 26, 2006 (Date of Inception) through July 31, 2008, the Company had no
potentially dilutive securities.
STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and
has not granted any stock options. Accordingly no stock-based compensation has
been recorded to date.
LONG-LIVED ASSETS - In accordance with FASB SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", the carrying value of intangible
assets and other long-lived assets is reviewed on a regular basis for the
existence of facts or circumstances that may suggest impairment. The Company
recognizes impairment when the sum of the expected undiscounted future cash
flows is less than the carrying amount of the asset. Impairment losses, if any,
are measured as the excess of the carrying amount of the asset over its
estimated fair value.
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KITCHER RESOURCES INC.
(An Exploration Stage Company)
Notes to the Financial Statements
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
(continued)
MINERAL PROPERTY COSTS - The Company has been in the exploration stage since its
inception on December 26, 2006 and has not yet realized any revenues from its
planned operations, being the acquisition and exploration of mining properties.
Mineral property exploration costs are expensed as incurred. Mineral property
acquisition costs are initially capitalized when incurred using the guidance in
EITF 04-02, "Whether Mineral Rights Are Tangible or Intangible Assets". The
Company assesses the carrying costs for impairment under SFAS No. 144,
"Accounting for Impairment or Disposal of Long Lived Assets" at each fiscal
quarter end. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property, are capitalized. Such costs
will be amortized using the units-of-production method over the estimated life
of the probable reserve. If mineral properties are subsequently abandoned or
impaired, any capitalized costs will be charged to operations.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, THE FAIR VALUE OPTION FOR FINANCIAL
ASSETS AND FINANCIAL LIABILITIES - INCLUDING AN AMENDMENT OF FASB STATEMENT NO.
115 ("SFAS No. 159"). This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings cause by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board's long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of the Company's first fiscal year that begins after
November 15, 2007, although earlier adoption is permitted. As of July 31, 2008,
the Company has not adopted this statement and management has not determined the
effect that adopting this statement would have on the Company's financial
position or results of operations.
In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTEREST IN
CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB NO. 51 ("SFAS No. 160"),
which will change the accounting and reporting for minority interests, which
will be recharacterized as noncontrolling interests and classified as a
component of equity within the consolidated balance sheets. SFAS No. 160 is
effective as of the beginning of an entity's first fiscal year beginning on or
after December 15, 2008. Earlier adoption is prohibited. Management has not
determined the effect that adopting this statement would have on the Company's
financial position or results of operations.
8
KITCHER RESOURCES INC.
(An Exploration Stage Company)
Notes to the Financial Statements
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
RECENT ACCOUNTING PRONOUNCEMENTS (continued)
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), BUSINESS
COMBINATIONS ("SFAS No. 141R"). SFAS No. 141R will change the accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the acquisition-date fair value with limited exceptions. SFAS No. 141R will
change the accounting treatment and disclosure for certain specific items in a
business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
entity's first annual reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by the Company prior to
February 1, 2009 will be recorded and disclosed following existing GAAP.
Management has not determined the effect that adopting this statement would have
on the Company's financial position or results of operations.
In September 2006, FASB issued SFAS No. 157, FAIR VALUE MEASURE" ("SFAS No.
157"). This Statement defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), expands
disclosures about fair value measurements, and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements. However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, which for the Company is the fiscal year
beginning February 1, 2008. The Company is currently evaluating the impact of
adopting SFAS No. 157 but does not expect that it will have a significant effect
on its financial position or results of operations.
In June 2006, FASB issued Interpretation No. 48, ACCOUNTING FOR UNCERTAINTY IN
INCOME TAXES-AN INTERPRETATION OF FASB STATEMENT NO. 109 ("FIN 48"). This
Interpretation clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with FASB No.
109, "ACCOUNTING FOR INCOME Taxes." This Interpretation prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
This Interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition. This Interpretation is effective for fiscal years beginning after
December 15, 2006. The Company has determined that the adoption of Statement No.
158 did not have any material impact on the Company's results of operations or
financial position.
9
KITCHER RESOURCES INC.
(An Exploration Stage Company)
Notes to the Financial Statements
2. PROPERTY AND EQUIPMENT
As of July 31, 2008, the Company does not own any property and/or equipment.
3. STOCKHOLDER'S EQUITY
The Company has 75,000,000 common shares authorized with a par value of $0.001
per share.
A total of 30,000,000 shares of the Company's common stock have been issued.
On December 29, 2006, 20,000,00 shares were issued to the founding and sole
director of the Company pursuant to a stock subscription agreement at $0.001 per
share for total proceeds of $20,000.
On July 9, 2007 10,000,000 shares of the Company's common stock were issued at a
price of $0.005 per share for gross proceeds of $50,000.
4. RELATED PARTY TRANSACTIONS
The Company's sole director was not paid for any underwriting services that he
performed on behalf of the Company with respect to the Company's SB-2 prospectus
offering.
During the period ended January 31, 2008, the sole director and officer of the
Company incurred $1,338 of expenses on behalf of the Company. These amounts were
repaid during the year ended January 31, 2008. Accordingly, as of July 31, 2008
$Nil (2007 - $1,338) is owing to this director and officer.
For all periods presented, there have been no other related party transactions
other than those mentioned above.
5. STOCK OPTIONS
As of July 31, 2008, the Company does not have any stock options outstanding,
nor does it have any written or verbal agreements for the issuance or
distribution of stock options at any point in the future.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-Q that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-Q, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
The safe harbours of forward-looking statements provided by the Securities
Litigation Reform Act of 1995 are unavailable to issuers not subject to the
reporting requirements set forth under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended. As we have not registered our securities
pursuant to Section 12 of the Exchange Act, such safe harbours set forth under
the Reform Act are unavailable to us.
RESULTS OF OPERATIONS
We are still in our exploration stage and have not generated any revenue.
We incurred operating expenses of $5,779 and $2,892 for the three month periods
ended July 31, 2008 and 2007, respectively. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business and the preparation and filing of our periodic reports and registration
statement.
Our net loss from inception (December 26, 2006) through July 31, 2008 was
$32,681.
Our auditors expressed their doubt about our ability to continue as a going
concern unless we are able to raise additional capital and ultimately to
generate profitable operations. We cannot continually incur operating losses in
the future and may decide that we can no longer continue with our business
operations as detailed in our original business plan because of a lack of
exploration and financial results and available financial resources. We may need
to look for other potential business opportunities that might be available.
There can be no assurances that any other business opportunities will be
available nor can there be any certainties of the business industry of the
opportunity that might be available nor any indication of the financial
resources required.
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at July 31, 2008 was $37,469 and our liabilities were $150.
We have sold $70,000 in equity securities since inception, $20,000 from the sale
11
of 20,000,000 shares of stock to our officer and director and $50,000 from the
sale of 10,000,000 shares registered pursuant to our SB-2 Registration Statement
which became effective on June 4, 2007. The offering was completed on June 25,
2007.
PLAN OF OPERATION
The completed fieldworks of the Phase I of the exploration program do not appear
to indicate an economically viable mineral deposit. We continued to maintain a
mineral claim of 59 Mineral Title Grid Units (approx 3,020 acres) under Tenure
#583207, 583211, 583215, 583203. The original Marg mineral property claim
consisted of 106 Mineral Title Grid Units (approx 5,446 acres).
We will look for other potential business opportunities that might be available
to the Company. Our management will begin analyzing various alternatives
available to our Company to ensure our survival and to preserve our
shareholder's investment in our common shares. This analysis will include
sourcing additional forms of financing to continue in mineral exploration, or
mergers and/or acquisitions. At this stage in our operations, we believe either
course is acceptable, as our operations have not been profitable and our future
prospects for our original business are not good.
We will be focusing our preliminary merger/acquisition activities on potential
business opportunities with established business entities for the merger of a
target business with our Company. In certain instances, a target business may
wish to become a subsidiary of our Company or may wish to contribute assets to
our Company rather than merge. There can be no assurances that there will be
other business opportunities available nor can there be any certainties of the
business industry of the opportunity that might be available nor any indication
of the financial resources required of any possible business opportunity. We
anticipate that any new acquisition or business opportunities by our Company
will require additional financing. There can be no assurance, however, that we
will be able to acquire the financing necessary to enable us to pursue our plan
of operation. If our Company requires additional financing and we are unable to
acquire such funds, our business may fail.
In implementing a structure for a particular business acquisition or
opportunity, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may
also acquire stock or assets of an existing business. Upon the consummation of a
transaction, it is likely that our present management will no longer be in
control of our company and our existing business will close down. In addition,
it is likely that our officers and directors will, as part of the terms of the
acquisition transaction, resign and be replaced by one or more new officers and
directors.
We anticipate that the selection of a business opportunity in which to
participate will be complex and without certainty of success. Management
believes that there are numerous firms in various industries seeking the
perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
12
We may seek a business opportunity with entities who have recently commenced
operations, or entities who wish to utilize the public marketplace in order to
raise additional capital in order to expand business development activities, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.
At this stage, we can provide no assurance that we will be able to locate
compatible business opportunities, what additional financing we will require to
complete a combination or merger with another business opportunity or whether
the opportunity's operations will be profitable.
As of the date hereof, we have not been successful in our exploration efforts.
We are uncertain about our continued ability to raise funds. Further, we believe
that our Company may have more difficulties raising capital for our existing
operations than for a new business opportunity. We have not entered into any
formal written agreements for a business combination or opportunity. If any such
agreement is reached, we intend to disclose such an agreement by filing a
current report on Form 8-K with the Securities and Exchange Commission.
If we are unable to secure adequate capital to continue our business or
alternatively, complete a merger or acquisition, our shareholders will lose some
or all of their investment and our business will likely fail.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with the participation
of our management, including the chief executive officer and the chief financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based upon
that evaluation, our chief executive officer and chief financial officer
concluded that the company's disclosure controls and procedures are effective,
as of July 31, 2008, in ensuring that material information relating to us
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by an issuer in reports it files or submits
under the Securities Exchange Act is accumulated and communicated to management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
There was no change in our internal control over financial reporting identified
in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of
the Exchange Act that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
13
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit Description Method of Filing
- ------- ----------- ----------------
3.1 Articles of Incorporation Incorporated by reference to
Exhibit 3.1 to the Company's
Registration Statement on Form
SB-2 filed with the SEC on
March 15, 2007.
3.2 Bylaws Incorporated by reference to
Exhibit 3.2 to the Company's
Registration Statement on Form
SB-2 filed with the SEC on
March 15, 2007.
31.1 Certification of Chief Executive Filed electronically
Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Filed electronically
Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Filed electronically
Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
/s/ Raminder Badyal September 8, 2008
- ------------------------------------- -----------------
Raminder Badyal, President & Director Date
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer)
14