U. S. 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 fiscal quarter ended December 31, 2010
[ ] 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: 333-152365
INTERPRO MANAGEMENT CORP.
(Name of small business issuer as specified in its charter)
Nevada 98-0537233
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
601 Union Street, Two Union Square, 42nd Floor
Seattle, Washington 98101
(Address of principal executive offices, including zip code)
(206) 652-3770
(Registrant's telephone number, including area code)
Indicate by check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15(d) of the 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 such filing requirements for the past 90
days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
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 [ ]
The issuer had 2,280,000 shares of its common stock issued and outstanding as of
February 11, 2011.
AVAILABLE INFORMATION
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and all amendments to those reports that we file with the Securities
and Exchange Commission, or SEC, are available at the SEC's public reference
room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain
information on the operation of the public reference room by calling the SEC at
1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains
reports, proxy, and information statements and other information regarding
reporting companies.
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TABLE OF CONTENTS
Page
----
PART I
ITEM 1. Financial Statements 5
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 15
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 16
ITEM 4. Controls and Procedures 16
PART II
ITEM 1. Legal Proceedings 17
ITEM 1A. Risk Factors 17
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 17
ITEM 4. Submission of Matters to a Vote of Security Holders 17
ITEM 5. Other Information 18
ITEM 6. Exhibits
3
CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS
USE OF NAMES
In this quarterly report, the terms "Interpro," "Company," "we," or "our,"
unless the context otherwise requires, mean Interpro Management Corp.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q and other reports that we file with the SEC
contain statements that are considered forward-looking statements.
Forward-looking statements give the Company's current expectations, plans,
objectives, assumptions, or forecasts of future events. All statements other
than statements of current or historical fact contained in this annual report,
including statements regarding the Company's future financial position, business
strategy, budgets, projected costs and plans and objectives of management for
future operations, are forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as "anticipate,"
"estimate," "plans," "potential," "projects," "ongoing," "expects," "management
believes," "we believe," "we intend," and similar expressions. These statements
are based on the Company's current plans and are subject to risks and
uncertainties, and as such the Company's actual future activities and results of
operations may be materially different from those set forth in the forward
looking statements. Any or all of the forward-looking statements in this annual
report may turn out to be inaccurate and as such, you should not place undue
reliance on these forward-looking statements. The Company has based these
forward-looking statements largely on its current expectations and projections
about future events and financial trends that it believes may affect its
financial condition, results of operations, business strategy and financial
needs. The forward-looking statements can be affected by inaccurate assumptions
or by known or unknown risks, uncertainties, and assumptions due to a number of
factors.
These forward-looking statements speak only as of the date on which they are
made, and except to the extent required by federal securities laws, we undertake
no obligation to update any forward-looking statements to reflect events or
circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events. In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the cautionary statements contained in
this Quarterly Report.
4
PART I ITEM 1. FINANCIAL STATEMENTS.
Interpro Management Corp
(A Development Stage Company)
Balance Sheets
December 31, March 31,
2010 2010
-------- --------
(Unaudited)
Assets
Cash $ 9 $ 4,111
-------- --------
Total Current Assets 9 4,111
-------- --------
Total Assets $ 9 $ 4,111
======== ========
Liabilities
Accounts payable and accrued liabilities $ 16,873 $ 11,753
Due to stockholder 3,938 3,938
-------- --------
Total Current Liabilities 20,811 15,691
-------- --------
Total Liabilities 20,811 15,691
-------- --------
Stockholders' Deficit
Common stock at $0.001 par value: 100,000,000 shares authorized;
2,280,000 shares issued and outstanding 2,280 2,280
Additional paid in capital 51,720 51,720
Deficit accumulated during the development stage (74,802) (65,580)
-------- --------
Total Stockholders' Deficit (20,802) (11,580)
-------- --------
Total Liabilities and Stockholders' Deficit $ 9 $ 4,111
======== ========
See accompanying notes to the financial statements
5
Interpro Management Corp
(A Development Stage Company)
Statements of Operations
(UNAUDITED)
Period from
For the For the For the For the May 21, 2007
Three Months Three Months Nine Months Nine Months (Inception)
Ended Ended Ended Ended through
December 31, December 31, December 31, December 31, December 31,
2010 2009 2010 2009 2010
---------- ---------- ---------- ---------- ----------
Revenue $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
Operating expenses
Legal and accounting 750 1,000 4,750 18,813 44,563
Software and web design -- -- -- -- 3,500
General and administrative 1,058 2,454 4,472 7,686 26,739
---------- ---------- ---------- ---------- ----------
Total operating expenses 1,808 3,454 9,222 26,499 74,802
---------- ---------- ---------- ---------- ----------
Loss before income tax provision (1,808) (3,454) (9,222) (26,499) (74,802)
Income tax provision -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Net loss $ (1,808) $ (3,454) $ (9,222) $ (26,499) $ (74,802)
========== ========== ========== ========== ==========
Net loss per common share -
basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.01)
========== ========== ========== ==========
Weighted common shares outstanding -
basic and diluted 2,280,000 2,280,000 2,280,000 2,280,000
========== ========== ========== ==========
See accompanying notes to the financial statements
6
Interpro Management Corp
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
For the period from May 21, 2007 (Inception) through December 31, 2010
(UNAUDITED)
Deficit
Accumulated Total
Common Stock Additional During the Stockholders'
--------------------- Paid in Development Equity
Shares Amount Capital Stage (Deficit)
------ ------ ------- ----- ---------
Balance, May 21, 2007 (date of inception) -- $ -- $ -- $ -- $ --
Shares issued to founder on May 21, 2007
@ $0.0125 per share (par value $0.001
per share) 1,600,000 1,600 18,400 -- 20,000
Net loss (9,626) (9,626)
---------- ---------- ---------- ---------- ----------
Balance, March 31, 2008 1,600,000 1,600 18,400 (9,626) 10,374
Private placement on February 10, 2009
at $0.05 per share 680,000 680 33,320 -- 34,000
Net loss (26,368) (26,368)
---------- ---------- ---------- ---------- ----------
Balance, March 31, 2009 2,280,000 2,280 51,720 (35,994) 18,006
Net loss (29,586) (29,586)
---------- ---------- ---------- ---------- ----------
Balance, March 31, 2010 2,280,000 2,280 51,720 (65,580) (11,580)
Net loss (9,222) (9,222)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 2010 2,280,000 $ 2,280 $ 51,720 $ (74,802) $ (20,802)
========== ========== ========== ========== ==========
See accompanying notes to the financial statements
7
Interpro Management Corp
(A Development Stage Company)
Statements of Cash Flows
(UNAUDITED)
Period from
For the For the May 21, 2007
Nine Months Nine Months (Inception)
Ended Ended through
December 31, December 31, December 31,
2010 2009 2010
-------- -------- --------
Cash Flows from Operating Activities:
Net loss $ (9,222) $(26,499) $(74,802)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in operating assets and liabilities
Increase in prepaid expenses -- (26) --
Increase (decrease) in accounts payable and
accrued liabilities 5,120 250 16,873
-------- -------- --------
Net Cash Used in Operating Activities (4,102) (26,275) (57,929)
-------- -------- --------
Cash Flows from Financing Activities:
Advances from stockholder -- 100 3,938
Proceeds from sale of stock -- -- 54,000
-------- -------- --------
Net Cash Provided by Financing Activities -- 100 57,938
-------- -------- --------
NET CHANGE IN CASH (4,102) (26,175) 9
CASH AT BEGINNING OF PERIOD 4,111 30,864 --
-------- -------- --------
CASH AT END OF PERIOD $ 9 $ 4,689 $ 9
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ -- $ -- $ --
======== ======== ========
Income axes paid $ -- $ -- $ --
======== ======== ========
See accompanying notes to the financial statements
8
Interpro Management Corp
(A Development Stage Company)
December 31, 2010 and 2009
Notes to the Financial Statements
(UNAUDITED)
NOTE 1 - ORGANIZATION AND OPERATIONS
Interpro Management Corp ("the Company"), incorporated in the State of Nevada on
May 21, 2007, is a company with business activities focused on developing and
offering web based software that will be designed to be an online project
management tool used to enhance an organization's efficiency through planning
and monitoring the daily operations of a business.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying interim financial statements for the interim period ended
December 31, 2010 and 2009, and the period from May 21, 2007 (Inception) through
December 31, 2010 are unaudited and have been prepared in accordance with
accounting principles generally accepted in the United States of America ("U.S.
GAAP") for interim financial information and with the instructions to Form 10-Q
and Article 8 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by U.S. GAAP for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The results of operations realized during an interim period are not
necessarily indicative of results to be expected for a full year. These
financial statements should be read in conjunction with the financial statements
of the Company for the fiscal year ended March 31, 2010 and notes thereto
contained in the information filed on Form 10-K which was filed with the SEC on
July 14, 2010.
DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined by section 810-10-20 of
the FASB Accounting Standards Codification. The Company is still devoting
substantially all of its efforts on establishing the business and its planned
principal operations have not commenced. All losses accumulated since inception
have been considered as part of the Company's exploration stage activities.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles of the United States 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 year.
Actual results may differ from the estimates.
Due to the limited level of operations, the Company has not had to make material
assumptions or estimates other than the assumption that the Company is a going
concern. FISCAL YEAR END
The Company elected March 31 as its fiscal year ending date.
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CASH EQUIVALENTS
The Company considers all highly liquid investments with maturities of three
months or less at the time of purchase to be cash equivalents.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph
820-10-35-37") to measure the fair value of its financial instruments. Paragraph
820-10-35-37 establishes a framework for measuring fair value in accounting
principles generally accepted in the United States of America (U.S. GAAP), and
expands disclosures about fair value measurements. To increase consistency and
comparability in fair value measurements and related disclosures, Paragraph
820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to
valuation techniques used to measure fair value into three (3) broad levels. The
fair value hierarchy gives the highest priority to quoted prices (unadjusted) in
active markets for identical assets or liabilities and the lowest priority to
unobservable inputs. The three (3) levels of fair value hierarchy defined by
Paragraph 820-10-35-37 are described below:
Level 1 Quoted market prices available in active markets for identical assets
or liabilities as of the reporting date.
Level 2 Pricing inputs other than quoted prices in active markets included in
Level 1, which are either directly or indirectly observable as of the
reporting date.
Level 3 Pricing inputs that are generally observable inputs and not
corroborated by market data.
The carrying amounts of the Company's financial assets and liabilities, such as
cash, accounts payable and accrued liabilities, approximate their fair values
because of the short maturity of these instruments.
The Company does not have any assets or liabilities measured at fair value on a
recurring or a non-recurring basis, consequently, the Company did not have any
fair value adjustments for assets and liabilities measured at fair value at
December 31, 2010 or March 31, 2010; no gains or losses are reported in the
statement of operations that are attributable to the change in unrealized gains
or losses relating to those assets and liabilities still held at the reporting
date for the interim periods ended December 31, 2010 or 2009 or for the period
from May 21, 2007 (inception) through December 31, 2010.
REVENUE RECOGNITION
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification for revenue recognition. The Company will recognize revenue when it
is realized or realizable and earned. The Company considers revenue realized or
realizable and earned when it has persuasive evidence of an arrangement that the
services have been rendered to the customer, the sales price is fixed or
determinable, and collectability is reasonably assured.
INCOME TAXES
The Company accounts for income taxes under Section 740-10-30 of the FASB
Accounting Standards Codification. Deferred income tax assets and liabilities
are determined based upon differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates and
laws that will be in effect when the differences are expected to reverse.
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Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be
realized. 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 the statements
of operations in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards
Codification ("Section 740-10-25"). Section 740-10-25 addresses the
determination of whether tax benefits claimed or expected to be claimed on a tax
return should be recorded in the financial statements. Under Section 740-10-25,
the Company may recognize the tax benefit from an uncertain tax position only if
it is more likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater than
fifty percent (50%) likelihood of being realized upon ultimate settlement.
Section 740-10-25 also provides guidance on de-recognition, classification,
interest and penalties on income taxes, accounting in interim periods and
requires increased disclosures. The Company had no material adjustments to its
liabilities for unrecognized income tax benefits according to the provisions of
Section 740-10-25.
NET LOSS PER COMMON SHARE
Net loss per common share is computed pursuant to section 260-10-45 of the FASB
Accounting Standards Codification. Basic net loss per common share is computed
by dividing net loss by the weighted average number of shares of common stock
outstanding during the period. Diluted net loss per common share is computed by
dividing net loss by the weighted average number of shares of common stock and
potentially outstanding shares of common stock during the period. There were no
potentially dilutive shares outstanding as of December 31, 2010 or 2009.
COMMITMENTS AND CONTINGENCIES
The Company follows subtopic 450-20 of the FASB Accounting Standards
Codification to report accounting for contingencies. Liabilities for loss
contingencies arising from claims, assessments, litigation, fines and penalties
and other sources are recorded when it is probable that a liability has been
incurred and the amount of the assessment can be reasonably estimated.
CASH FLOWS REPORTING
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards
Codification for cash flows reporting, classifies cash receipts and payments
according to whether they stem from operating, investing, or financing
activities and provides definitions of each category, and uses the indirect or
reconciliation method ("Indirect method") as defined by paragraph 230-10-45-25
of the FASB Accounting Standards Codification to report net cash flow from
operating activities by adjusting net income to reconcile it to net cash flow
from operating activities by removing the effects of (a) all deferrals of past
operating cash receipts and payments and all accruals of expected future
operating cash receipts and payments and (b) all items that are included in net
income that do not affect operating cash receipts and payments.
SUBSEQUENT EVENTS
The Company follows the guidance in Section 855-10-50 of the FASB Accounting
Standards Codification for the disclosure of subsequent events. The Company will
evaluate subsequent events through the date when the financial statements were
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issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification,
the Company as an SEC filer considers its financial statements issued when they
are widely distributed to users, such as through filing them on EDGAR
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-06 "FAIR VALUE MEASUREMENTS AND DISCLOSURES (TOPIC 820) IMPROVING
DISCLOSURES ABOUT FAIR VALUE MEASUREMENTS", which provides amendments to
Subtopic 820-10 that requires new disclosures as follows:
1. Transfers in and out of Levels 1 and 2. A reporting entity should
disclose separately the amounts of significant transfers in and out of
Level 1 and Level 2 fair value measurements and describe the reasons
for the transfers.
2. Activity in Level 3 fair value measurements. In the reconciliation for
fair value measurements using significant unobservable inputs (Level
3), a reporting entity should present separately information about
purchases, sales, issuances, and settlements (that is, on a gross
basis rather than as one net number).
This Update provides amendments to Subtopic 820-10 that clarify existing
disclosures as follows:
1. Level of disaggregation. A reporting entity should provide fair value
measurement disclosures for each class of assets and liabilities. A
class is often a subset of assets or liabilities within a line item in
the statement of financial position. A reporting entity needs to use
judgment in determining the appropriate classes of assets and
liabilities.
2. Disclosures about inputs and valuation techniques. A reporting entity
should provide disclosures about the valuation techniques and inputs
used to measure fair value for both recurring and nonrecurring fair
value measurements. Those disclosures are required for fair value
measurements that fall in either Level 2 or Level 3.
This Update also includes conforming amendments to the guidance on employers'
disclosures about postretirement benefit plan assets (Subtopic 715-20). The
conforming amendments to Subtopic 715-20 change the terminology from MAJOR
CATEGORIES of assets to CLASSES of assets and provide a cross reference to the
guidance in Subtopic 820-10 on how to determine appropriate classes to present
fair value disclosures. The new disclosures and clarifications of existing
disclosures are effective for interim and annual reporting periods beginning
after December 15, 2009, except for the disclosures about purchases, sales,
issuances, and settlements in the roll forward of activity in Level 3 fair value
measurements. Those disclosures are effective for fiscal years beginning after
December 15, 2010, and for interim periods within those fiscal years.
In April 2010, the FASB issued ASU No. 2010-13, "COMPENSATION--STOCK
COMPENSATION (TOPIC 718): EFFECT OF DENOMINATING THE EXERCISE PRICE OF A
SHARE-BASED PAYMENT AWARD IN THE CURRENCY OF THE MARKET IN WHICH THE UNDERLYING
EQUITY SECURITY TRADES" ("ASU 2010-13"). This update provides amendments to
Topic 718 to clarify that an employee share-based payment award with an exercise
price denominated in the currency of a market in which a substantial portion of
the entity's equity securities trades should not be considered to contain a
condition that is not a market, performance, or service condition. Therefore, an
entity would not classify such an award as a liability if it otherwise qualifies
as equity. The amendments in ASU 2010-13 are effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2010.
In August 2010, the FASB issued ASU 2010-21, "ACCOUNTING FOR TECHNICAL
AMENDMENTS TO VARIOUS SEC RULES AND SCHEDULES: AMENDMENTS TO SEC PARAGRAPHS
PURSUANT TO RELEASE NO. 33-9026: TECHNICAL AMENDMENTS TO RULES, FORMS, SCHEDULES
AND CODIFICATION OF FINANCIAL REPORTING POLICIES" ("ASU 2010-21"), was issued to
conform the SEC's reporting requirements to the terminology and provisions in
ASC 805, BUSINESS COMBINATIONS, and in ASC 810-10, CONSOLIDATION. ASU No.
2010-21 was issued to reflect SEC Release No. 33-9026, "Technical Amendments to
12
Rules, Forms, Schedules and Codification of Financial Reporting Policies," which
was effective April 23, 2009. The ASU also proposes additions or modifications
to the XBRL taxonomy as a result of the amendments in the update.
In August 2010, the FASB issued ASU 2010-22, "ACCOUNTING FOR VARIOUS TOPICS:
TECHNICAL CORRECTIONS TO SEC PARAGRAPHS" ("ASU 2010-22"), which amends various
SEC paragraphs based on external comments received and the issuance of SEC Staff
Accounting Bulletin (SAB) No. 112, which amends or rescinds portions of certain
SAB topics. The topics affected include reporting of inventories in condensed
financial statements for Form 10-Q, debt issue costs in conjunction with a
business combination, sales of stock by subsidiary, gain recognition on sales of
business, business combinations prior to an initial public offering, loss
contingent and liability assumed in business combination, divestitures, and oil
and gas exchange offers.
In December 2010, the FASB issued the FASB Accounting Standards Update No.
2010-28 "INTANGIBLES--GOODWILL AND OTHER (TOPIC 350): WHEN TO PERFORM STEP 2 OF
THE GOODWILL IMPAIRMENT TEST FOR REPORTING UNITS WITH ZERO OR NEGATIVE CARRYING
AMOUNTS" ("ASU 2010-28").Under ASU 2010-28, if the carrying amount of a
reporting unit is zero or negative, an entity must assess whether it is more
likely than not that goodwill impairment exists. To make that determination, an
entity should consider whether there are adverse qualitative factors that could
impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a
result of the new guidance, an entity can no longer assert that a reporting unit
is not required to perform the second step of the goodwill impairment test
because the carrying amount of the reporting unit is zero or negative, despite
the existence of qualitative factors that indicate goodwill is more likely than
not impaired. ASU 2010-28 is effective for public entities for fiscal years, and
for interim periods within those years, beginning after December 15, 2010, with
early adoption prohibited.
In December 2010, the FASB issued the FASB Accounting Standards Update No.
2010-29 "BUSINESS COMBINATIONS (TOPIC 805): DISCLOSURE OF SUPPLEMENTARY PRO
FORMA INFORMATION FOR BUSINESS COMBINATIONS" ("ASU 2010-29"). ASU 2010-29
specifies that if a public entity presents comparative financial statements, the
entity should disclose revenue and earnings of the combined entity as though the
business combination(s) that occurred during the current year had occurred as of
the beginning of the comparable prior annual reporting period only. The
amendments in this Update also expand the supplemental pro forma disclosures
under Topic 805 to include a description of the nature and amount of material,
nonrecurring pro forma adjustments directly attributable to the business
combination included in the reported pro forma revenue and earnings. The amended
guidance is effective prospectively for business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2010. Early adoption is permitted.
Management does not believe that any other recently issued, but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying consolidated financial statements.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As reflected in the accompanying
financial statements, the Company had a deficit accumulated during the
development stage of $74,802 at December 31, 2010, a net loss of $9,222 and net
cash used in operating activities of $4,102 for the interim period then ended,
respectively, with no revenues earned since inception.
While the Company is attempting to generate sufficient revenues, the Company's
cash position may not be enough to support the Company's daily operations.
Management intends to raise additional funds by way of a public or private
offering. Management believes that the actions presently being taken to further
implement its business plan and generate sufficient revenues provide the
13
opportunity for the Company to continue as a going concern. While the Company
believes in the viability of its strategy to generate sufficient revenues and in
its ability to raise additional funds, there can be no assurances to that
effect. The ability of the Company to continue as a going concern is dependent
upon the Company's ability to further implement its business plan and generate
sufficient revenues.
The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.
NOTE 4 - DUE TO STOCKHOLDER
The amount owing to a stockholder is unsecured, non-interest bearing and is
payable on demand.
NOTE 5 - SUBSEQUENT EVENTS
The Company has evaluated all events that occurred after the balance sheet date
through the date these financial statements were issued. The Management of the
Company determined that there were no reportable events that occurred during
that subsequent period to be disclosed or recorded.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
OVERVIEW
We are a development stage company with limited operations and no revenues from
our business operations. Our auditors have issued a going concern opinion. This
means that our auditors believe there is substantial doubt as to whether we can
continue as an ongoing business for the next twelve months. We do not anticipate
that we will generate revenues at any point in the near future and we are
dependent upon outside financing to fund our operations. This inability to
self-sustain our operations, combined with the current difficult economic
environment, has led our Board of Directors to begin to analyze strategic
alternatives available to our Company in order to continue as a going concern.
Such alternatives include raising additional debt or equity financing or
consummating a merger or acquisition with a partner that may involve a change in
our business plan. Although our Board of Directors' preference would be to
obtain additional debt or equity funding, the Board believes that it must
consider all viable strategic alternatives that are in the best interests of our
shareholders. Such strategic alternatives included a merger, acquisition, share
exchange, asset purchase, or similar transaction in which our present management
will no longer be in control of our Company and our business operations would be
replaced by that of our transaction partner. We believe we would be an
attractive candidate for such a business combination due to the perceived
benefits of being a publicly registered company, thereby providing a transaction
partner access to the public marketplace to raise capital.
RESULTS OF OPERATIONS
REVENUES
We had no revenues for the period from May 21, 2007 (date of inception) through
December 31, 2010.
EXPENSES
Our expenses for the three months ended December 31, 2010 and 2009 were $1,808
and $3,454, for the nine months ended December 31, 2010 were $9,222 and $26,499
and since our inception were $74,802. These expenses were comprised primarily of
general and administrative, and legal and accounting expenses, as well as
banking fees.
NET INCOME (LOSS)
Our net loss for the three months ended December 31, 2010 and 2009 were $1,808
and $3,454, for the nine months ended December 31, 2010 were $9,222 and $26,499
and since our inception were $74,802. These losses were comprised primarily of
general and administrative, and legal and accounting expenses, as well as
banking fees. Since inception, we have sold 2,280,000 shares of common stock.
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LIQUIDITY AND CAPITAL RESOURCES
Our balance sheet as of December 31, 2010, reflects assets of $9. Cash and cash
equivalents from inception to date have been insufficient to provide the working
capital necessary to operate to date.
We anticipate generating losses and, therefore, may be unable to continue
operations in the future. If we require additional capital, we would have to
issue debt or equity or enter into a strategic arrangement with a third party.
There can be no assurance that additional capital will be available to us. We
currently have no agreements, arrangements or understandings with any person to
obtain funds through bank loans, lines of credit or any other sources.
GOING CONCERN CONSIDERATION
The financial statements contained herein for the fiscal quarter ended September
30, 2010, have been prepared on a "going concern" basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. There is a significant risk that we will be unable to continue as a
going concern.
Management continues to seek funding from its shareholders and other qualified
investors to pursue its business plan. In the alternative, the Company may be
amenable to a sale, merger or other acquisition in the event such transaction is
deemed by management to be in the best interests of the shareholders.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
None.
ITEM 4. CONTROLS AND PROCEDURES.
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our president (who is acting as our
principal executive officer) and our chief financial officer (who is acting as
our principal financial officer and principal accounting officer) to allow for
timely decisions regarding required disclosure. In designing and evaluating our
disclosure controls and procedures, our management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and our
management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
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As of December 31, 2010, the end of the three-month period covered by this
Quarterly Report, we carried out an evaluation, under the supervision and with
the participation of our management, including our president and our chief
financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president and
our chief financial officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this quarterly
report.
There have been no significant changes in our internal controls over financial
reporting that occurred during the quarter ended December 31, 2010, that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
There have been no material changes from the risk factors disclosed in our S-1
filed on May 28, 2008.
ITEM 2. UNREGISTERED SALES OF EQUITY 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.
None.
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ITEM 6. EXHIBITS.
Exhibit
No. Description
--- -----------
3.1 Articles of Incorporation. (Attached as an exhibit to our Registration
Statement on Form S-1 originally filed with the SEC on July 16, 2008,
and incorporated herein by reference.)
3(ii) Bylaws. (Attached as an exhibit to our Registration Statement on Form
S-1 originally filed with the SEC on July 16, 2008, and incorporated
herein by reference.)
31 Certification of Mohanad Shurrab pursuant to Rule 13a-14(a).
32 Certification of Mohanad Shurrab pursuant to 18 U.S.C Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INTERPRO MANAGEMENT CORP.
By: /s/ Monahand Shurrab
------------------------------------
Mohanad Shurrab, President,
Treasurer and Director Principal
Executive and Financial Officer
Date: February 11, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Mohanad Shurrab President, Treasurer and Director February 11, 2011
- -----------------------------------
Mohanad Shurrab
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