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 January 31, 2009
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to __________
Commission File Number: 333-151350
AIR TRANSPORT GROUP HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Nevada 98-0491567
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7453 Woodruff Way
Stone Mountain Ga 30087 Telephone: 404-671-9253
(Address of principal executive offices) (Registrant's telephone number,
including area code)
Former Name, Address and Fiscal Year, If Changed Since Last Report
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 past 90 days. Yes [X] No [ ]
We had a total of 52,500,000 shares of common stock issued and outstanding at
April 2, 2009.
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Transitional Small Business Disclosure Format: Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The interim financial statements included herein are unaudited but reflect, in
management's opinion, all adjustments, consisting only of normal recurring
adjustments, that are necessary for a fair presentation of our financial
position and the results of our operations for the interim periods presented.
Because of the nature of our business, the results of operations for the
quarterly period ended January 31, 2009 are not necessarily indicative of the
results that may be expected for the full fiscal year.
2
Air Transport Group Holdings, Inc.
(fka Azure International, Inc.)
(A Development Stage Company)
Balance Sheets
(Stated in US Dollars)
As of
January 31, April 30,
2009 2008
-------- --------
(Audited)
Assets
Current assets
Cash $ -- $ 30,619
-------- --------
Total current assets
-- 30,619
-------- --------
Total Assets $ -- $ 30,619
======== ========
Liabilities
Current liabilities
Accounts payable $ 4,128 $ --
-------- --------
Total current liabilities
4,128 --
Long term liabilities
Loan from Director 788 788
-------- --------
Total Liabilities $ 4,916 $ 788
======== ========
Equity
75,000,000 Common Shares Authorized, 52,500,000
at $0.001 Per Share Issued and Outstanding $ 52,500 $ 52,500
Additional paid-in capital (21,000) (21,000)
Deficit accumulated during development stage (36,416) (1,669)
-------- --------
Total stockholders equity (4,916) 29,831
-------- --------
Total liabilites and stockholders equity $ -- $ 30,619
======== ========
The accompanying notes are an integral part of these financial statements.
3
Air Transport Group Holdings, Inc.
(fka Azure International, Inc.)
(A Development Stage Company)
Statements of Operations
(Stated in US Dollars)
Three Months Nine Months From Inception
Ended Ended (November 26, 2007) to
January 31, January 31, Janaury 31,
2009 2009 2009
----------- ----------- -----------
Revenue $ -- $ -- $ --
----------- ----------- -----------
Expenses
General and Adminstrative Expenses 3,928 34,747 36,416
----------- ----------- -----------
Total Expenses 3,928 34,747 36,416
Provision for Income Tax -- -- --
Net Income (Loss) $ (3,928) $ (34,747) $ (36,416)
=========== =========== ===========
Basic & Diluted (Loss) per Common Share (0.000) (0.001)
----------- -----------
Weighted Average Number of Common Shares 52,500,000 52,500,000
The accompanying notes are an integral part of these financial statements.
4
Air Transport Group Holdings, Inc.
(fka Azure International, Inc.)
(A Development Stage Company)
Statements of Stockholders' Equity
From Inception (November 26, 2007) to January 31, 2009
(Stated in US Dollars)
Deficit
Accumulated
Additional During
Common Stock Paid in Development Total
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Balance at Inception, November 26, 2007 0 $ -- $ -- $ -- $ --
Shares issued for cash - February 4, 2008
at $0.0001 per share 30,000,000 30,000 (27,000) 3,000
Shares issued for cash - February 12, 2008
at 0.01 per share 21,000,000 21,000 -- 21,000
Shares issued for cash - March 11, 2008
at 0.05 per share 1,500,000 1,500 6,000 7,500
Net (Loss) for period from inception
(November 26, 2007) to April 30, 2008 (1,669) (1,669)
----------- ------- -------- -------- --------
Balance, April 30, 2008 52,500,000 52,500 (21,000) (1,669) 29,831
Net (Loss) for period ended January 31, 2009 (34,747) (34,747)
----------- ------- -------- -------- --------
Balance, January 31, 2009 52,500,000 $52,500 $(21,000) $(36,416) $ (4,916)
=========== ======= ======== ======== ========
The accompanying notes are an integral part of these financial statements.
5
Air Transport Group Holdings, Inc.
(fka Azure International, Inc.)
(A Development Stage Company)
Statements of Cash Flows
(Stated in US Dollars)
Three Months Nine Months From Inception
Ended Ended (November 26, 2007) to
January 31, January 31, Janaury 31,
2009 2009 2009
-------- --------- --------
OPERATING ACTIVITIES
Net income (loss) $ (3,928) $ (34,747) $(36,416)
Accounts Payable 3,928 4,128 4,128
-------- --------- --------
NET CASH USED IN OPERATING ACTIVITIES -- (30,619) (32,288)
INVESTING ACTIVITIES
NET CASH USED IN INVESTING ACTIVITIES -- -- --
-------- --------- --------
-------- --------- --------
FINANCING ACTIVITIES
Common shares issued at founders
@ 0.001 per share -- -- 5,250
Additional paid-in capital -- -- 26,250
Loans From Director -- -- 788
-------- --------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- 32,288
Cash at beginning of period -- 30,619 --
CASH AT END OF PERIOD $ -- $ -- $ --
======== ========= ========
Cash Paid For:
Interest $ -- $ -- $ --
======== ========= ========
Income Tax $ -- $ -- $ --
======== ========= ========
Non-Cash Activities
Shares issued in Lieu of Payment for Service $ -- $ -- $ --
======== ========= ========
Stock issued for accounts payable $ -- $ -- $ --
======== ========= ========
Stock issued for notes payable and interest $ -- $ -- $ --
======== ========= ========
Stock issued for convertible debentures and interest $ -- $ -- $ --
======== ========= ========
Convertible debentures issued for services $ -- $ -- $ --
======== ========= ========
Warrants issued $ -- $ -- $ --
======== ========= ========
Stock issued for penalty on default of convertible
debentures $ -- $ -- $ --
======== ========= ========
Note payable issued for finance charges $ -- $ -- $ --
======== ========= ========
Forgiveness of note payable and accrued interest $ -- $ -- $ --
======== ========= ========
The accompanying notes are an integral part of these financial statements.
6
AIR TRANSPORT GROUP HOLDINGS, INC
(fka Azure International, Inc.)
(A Development Stage Company)
Footnotes to the Financial Statements
From Inception (November 26, 2007) to January 31, 2009
(Stated in US Dollars)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Air Transport Group Holdings, Inc ("the Company") was incorporated under
the laws of the State of Nevada, U.S. on November 26, 2007 under the name
Azure International, Inc. On October 30, 2008, and effective as of the same
date, the Company filed Articles of Merger ("Articles") with the Secretary
of State of the State of Nevada, to effect a merger by and between Air
Transport Group Holdings, Inc., a Nevada corporation and Azure
International, Inc. As a result of the merger, the Company changed its name
to Air Transport Group Holdings, Inc. The Company is in the development
stage as defined under Statement on Financial Accounting Standards No. 7,
Development Stage Enterprises ("SFAS No.7"). The Company has not generated
any revenue to date and consequently its operations are subject to all
risks inherent in the establishment of a new business enterprise. For the
period from inception, November 26, 2007 through January 31, 2009 the
Company has accumulated losses of $36,416.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected an April 30 year-end.
b. Revenue Recognition
The Company recognizes revenue when persuasive evidence of an arrangement
exists, goods delivered, the contract price is fixed or determinable, and
collectability is reasonably assured.
c. Income Taxes
The Company prepares its tax returns on the accrual basis. The Company
accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("Statement 109"). Under
Statement 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. 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.
Under Statement 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
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d. 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 amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
e. Assets
The company has no cash as of January 31, 2009.
f. Income
Income represents all of the company's revenue less all its expenses in the
period incurred. The Company has no revenues as of January 31, 2009 and has
paid expenses of $36,416 since inception. For the nine-month period ended
January 31, 2009 it has incurred expenses of $34,747.
In accordance with FASB/ FAS 142 option 12, paragraph 11 "Intangible Assets
Subject to Amortization", a recognized intangible asset shall be amortized
over its useful life to the reporting entity unless that life is determined
to be indefinite. If an intangible asset has been has a finite useful life,
but the precise length of that life is not known, that intangible asset
shall be amortized over the best estimate of its useful life. The method of
amortization shall reflect the pattern in which the economic benefits of
the intangible asset are consumed or otherwise used up. If that pattern
cannot be reliable determined, a straight-line amortization method shall be
used. An intangible asset shall not be written down or off in the period of
acquisition unless it becomes impaired during that period.
In accordance with FASB 144, 25, "An impairment loss recognized for a
long-lived asset (asset group) to be held and used shall be included in
income from continuing operations before income taxes in the income
statement of a business enterprise and in income from continuing operations
in the statement of activities of a not-for-profit organization. If a
subtotal such as "income from operations" is presented, it shall include
the amount of that loss." The Company has recognized the impairment of a
long-lived asset by declaring that amount as a loss in income from
operations in accordance with an interpretation of FASB 144.
g. Basic Income (Loss) Per Share
In accordance with SFAS No. 128-"Earnings Per Share", the basic loss per
common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted loss per common share is computed similar to basic loss per common
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were
dilutive. At January 31, 2009, the Company has no stock equivalents that
were anti-dilutive and excluded in the earnings per share computation.
h. Cash and Cash Equivalents
For purposes of the statement of cash flows, the company considers all
highly liquid investments purchased with maturity of three months or less
to be cash equivalents.
8
i. Liabilities
Liabilities are made up of current and long-term liabilities. Current
liabilities include accounts payable of $4,128 and a loan from a past
director of $788 as of January 31, 2009.
Share Capital
a) Authorized:
75,000,000 common shares with a par value of $0.001
b) Issued:
The authorized capital of the Company is 75,000,000 common shares with a
par value of $0.001 per share. In February 2008, the Company issued
3,000,000 shares of common stock at a price of $0.001 per share for total
cash proceeds of $3,000.
In February 2008, the Company issued 2,100,000 shares of common stock at a
price of $0.01 per share for total cash proceeds of $21,000.
In March 2008, the Company also issued 150,000 shares of common stock at a
price of $0.05 per share for total cash proceeds of $7,500.
During the period November 26, 2007 (inception) to April 30, 2008, the
Company sold a total of 5,250,000 shares of common stock for total cash
proceeds of $31,500.
There are no preferred shares authorized. The Company has issued no
preferred shares.
The Company has no stock option plan, warrants or other dilutive
securities.
j. Subsequent Events
On February 27, 2009 the company executed a forward split on the basis of
10 new common shares for each existing 1 common shares. The record date for
this transaction was Friday, February 27, 2009 and the payment date was
March 2, 2009.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal
course of business. However, the Company has accumulated a loss and is new.
This raises substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from this uncertainty.
As shown in the accompanying financial statements, the Company has incurred
a net loss of $36,416 for the period from November 26, 2007 (inception) to
January 31, 2009 and has not generated any revenues. The future of the
Company is dependent upon its ability to obtain financing and upon future
profitable operations from the development of acquisitions. Management has
plans to seek additional capital through a private placement and public
offering of its common stock. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts of and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
The information in this discussion contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). These forward-looking statements involve risks and uncertainties,
including statements regarding Air Transport Group Holdings, Inc (the "Company")
capital needs, business strategy and expectations. Any statements contained
herein that are not statements of historical facts may be deemed to be
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may", "will", "should", "expect", "plan",
"intend", "anticipate", "believe", "estimate", "predict", "potential" or
"continue", the negative of such terms or other comparable terminology. Actual
events or results may differ materially. In evaluating these statements, you
should consider various factors, including the risks outlined below, and, from
time to time, in other reports the Company files with the SEC. These factors may
cause the Company's actual results to differ materially from any forward-looking
statement. The Company disclaims any obligation to publicly update these
statements, or disclose any difference between its actual results and those
reflected in these statements. The information constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.
As used in this quarterly report, the terms "we," "us," "our," and "our company"
mean Air Transport Group Holdings, Inc. unless otherwise indicated. All dollar
amounts in this quarterly report are in U.S. dollars unless otherwise stated.
OVERVIEW
Air Transport Group Holdings, Inc ("the Company") was incorporated under the
laws of the State of Nevada, U.S. on November 26, 2007 under the name Azure
International, Inc. On October 30, 2008, and effective as of the same date, the
Company filed Articles of Merger ("Articles") with the Secretary of State of the
State of Nevada, to effect a merger by and between Air Transport Group Holdings,
Inc., a Nevada corporation and Azure International, Inc. As a result of the
merger, the Company changed its name to Air Transport Group Holdings, Inc.
Air Transport Group Holdings is in the business of acquiring aviation, travel,
and leisure companies. By acquiring multiple small to mid size companies AITG
plans to increase its efficiencies by consolidate management expenses, negotiate
preferred rates with vendors, and increase it's asset base.
RESULTS OF OPERATIONS FOR THE PERIOD ENDED JANUARY 31, 2009
The accompanying financial statements show that the Company has incurred a net
loss of $34,747 for the nine month period ended January 31, 2009 and has not yet
generated any revenues that can offset operating expenses. We anticipate that we
will not earn revenues until such time as we have further advanced the
development of our company. We are presently in the development stage of our
business and we can provide no assurance of our ability to obtain future
profitable operation of our cooperation.
LIQUIDITY AND FINANCIAL CONDITION
Based on our current operating plan, we do not expect to generate revenue that
is sufficient to cover our expenses for at least the next year. In addition, we
do not have sufficient cash and cash equivalents to execute our operations for
the next year. We will need to obtain additional financing to operate our
business for the next twelve months. We will raise the capital necessary to fund
10
our business through a private placement and public offering of our common
stock. Additional financing, whether through public or private equity or debt
financing, arrangements with shareholders or other sources to fund operations,
may not be available, or if available, may be on terms unacceptable to us. Our
ability to maintain sufficient liquidity is dependent on our ability to raise
additional capital. If we issue additional equity securities to raise funds, the
ownership percentage of our existing shareholders would be reduced. New
investors may demand rights, preferences or privileges senior to those of
existing holders of our common stock. Debt incurred by us would be senior to
equity in the ability of debt holders to make claims on our assets. The terms of
any debt issued could impose restrictions on our operations. If adequate funds
are not available to satisfy either short or long-term capital requirements, our
operations and liquidity could be materially adversely affected and we could be
forced to cease operations.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.
INFLATION
In the opinion of management, inflation has not had a material effect on our
operations.
CONSULTANTS
The Company currently has no stock option plan.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any research or development expenditures since our
incorporation.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patent or trademark.
REGISTRATION STATEMENT
On June 2, 2008, the Company filed a registration statement on Form S-1 with the
Securities and Exchange Commission (the "SEC") . On June 10, 2008, the SEC
declared the registration statement effective.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. We would not be able to pay our debts as they become due in the usual
course of business; or
2. Our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
11
We have not declared any dividends and we do not plan to declare any dividends
in the foreseeable future.
ITEM 3. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS
We evaluated the effectiveness of our disclosure controls and procedures as of
the date of this report. This evaluation was conducted by our President and
Chief Executive Officer, Arnold Leonora.
Disclosure controls are controls and other procedures that are designed to
ensure that information that we are required to disclose in the reports we file
pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported.
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
- Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and
- Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of January 31, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
12
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of January 31, 2009.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2009. Additionally, we plan to test our updated
controls and remediate our deficiencies by December 31, 2009.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not a party to any material legal proceedings and to our knowledge, no
such proceedings are threatened or contemplated.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to our security holders for a vote during the period
ending January 31, 2009.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit Number Description of Exhibit
- -------------- ----------------------
3.1 Articles of Incorporation(1)
3.2 Bylaws(1)
31.1 Certification by Chief Executive Officer and Chief Financial
Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the
Exchange Act, promulgated pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, filed herewith
32.1 Certification by Chief Executive Officer and Chief Financial
Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the
Exchange Act and Section 1350 of Chapter 63 of Title 18 of
the United States Code, promulgated pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 filed herewith
- ----------
(1) Filed with the SEC as an exhibit to our Form SB-1 Registration Statement
originally filed on June 2, 2008.
14
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: April 9, 2009
Signature Title Date
--------- ----- ----
By: /s/ Arnold Leonora President and Director April 9, 2009
--------------------------------
Arnold Leonora
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