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 SEPTEMBER 30, 2012
Commission file number 333-152805
LAKE FOREST MINERALS, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
711 S. Carson Street, Suite 4
Carson City, NV 89701
(Address of principal executive offices, including zip code)
(206) 203-4100
(Telephone number, including area code)
Resident Agents of Nevada, Inc.
711 S. Carson Street, Suite 4
Carson City, NV 89701
(775) 882 4641
(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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). 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: 11,000,000 shares as of November 13,
2012.
ITEM 1. FINANCIAL STATEMENTS
LAKE FOREST MINERALS INC.
(A Development Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)
(Unaudited)
September 30, 2012 June 30, 2012
------------------ -------------
ASSETS
CURRENT ASSETS
Cash $ 240 $ 630
-------- --------
Total Current Assets 240 630
-------- --------
Total Assets $ 240 $ 630
======== ========
LIABILITIES
CURRENT LIABILITIES
Accounts payable $ 3,162 $ 5,188
Due to related party 29,000 24,000
-------- --------
Total Current Liabilities 32,162 29,188
-------- --------
STOCKHOLDERS' EQUITY
Common Stock
75,000,000 authorized shares, par value $0.001
11,000,000 shares issued and outstanding at 11,000 11,000
September 30, 2012 and June 30, 2012
Additional Paid-in-Capital 31,000 31,000
Deficit accumulated during exploration stage (73,922) (70,558)
-------- --------
Total Stockholders' Equity (Deficit) (31,922) (28,558)
-------- --------
Total Liabilities and Stockholders' Equity $ 240 $ 630
======== ========
The accompanying notes are an integral part of these financial statements.
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LAKE FOREST MINERALS INC.
(A Development Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited)
Period from
June 23, 2008
Three Months Three Months (Date of inception)
Ended Ended through
September 30, 2012 September 30, 2011 September 30, 2012
------------------ ------------------ ------------------
REVENUES:
Revenues $ -- $ -- $ --
------------ ------------ ------------
Total Revenues -- -- --
EXPENSES:
Operating Expenses
Exploration expenses -- -- 5,000
Impairment of mineral property -- -- 7,500
General and Adminstrative 1,552 408 14,075
Professional Fees 1,812 1,862 47,347
------------ ------------ ------------
Total Expenses 3,364 2,270 73,922
------------ ------------ ------------
Net loss from Operations (3,364) (2,270) (73,922)
PROVISION FOR INCOME TAXES:
Income Tax Benefit -- -- --
------------ ------------ ------------
Net Loss for the period $ (3,364) $ (2,270) $ (73,922)
============ ============ ============
Basic and Diluted Earnings (Loss) Per
Common Share $ (0.00) $ (0.00)
============ ============
Weighted Average number of Common Shares
used in per share calculations 11,000,000 11,000,000
============ ============
The accompanying notes are an integral part of these financial statements.
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LAKE FOREST MINERALS INC.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in U.S. Dollars)
(Unaudited)
Period from
Three Months Three Months June 23, 2008
Ended Ended (Date of inception) to
September 30, 2012 September 30, 2011 September 30, 2012
------------------ ------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (3,364) $ (2,270) $(73,922)
Adjustments to reconcile net loss to net
cash used in operating activities:
Accounts payable (2,026) (2,228) 3,162
Impairment of mineral property -- -- 5,000
-------- -------- --------
Net Cash Provided by (Used in) Operating Activities (5,390) (4,498) (65,760)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Mineral property option payment -- -- (5,000)
-------- -------- --------
Net Cash (Used in) Investing Activities -- -- (5,000)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common Stock issued for cash -- -- 42,000
Due to related party 5,000 4,982 29,000
-------- -------- --------
Net Cash Provided by Financing Activities 5,000 4,982 71,000
-------- -------- --------
Net Increase (Decrease) in Cash (390) 484 240
-------- -------- --------
Cash Balance, Beginning of Period 630 2,718 --
-------- -------- --------
Cash Balance, End of Period $ 240 $ 3,202 $ 240
======== ======== ========
The accompanying notes are an integral part of these financial statements.
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LAKE FOREST MINERALS INC.
(A Development Stage Company)
Notes to the Financial Statements
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
BASIS OF PRESENTATION - In the opinion of management, the accompanying balance
sheets and related interim statements of income, cash flows, and stockholders'
equity include all adjustments, consisting only of normal recurring items,
necessary for their fair presentation in conformity with accounting principles
generally accepted in the United States of America. Preparing financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, and expenses. Actual results
and outcomes may differ from management's estimates and assumptions.
Interim results are not necessarily indicative of results for a full year. The
information included in this Form 10-Q should be read in conjunction with
information included in the Form 10-K for the year ended June 30, 2012.
DESCRIPTION OF BUSINESS AND HISTORY - Lake Forest Minerals Inc., a Nevada
corporation, (hereinafter referred to as the "Company" or "Lake Forest
Minerals") was incorporated in the State of Nevada on June 23, 2008. The Company
was formed to engage in the acquisition, exploration and development of natural
resource properties of merit. During the initial period ending June 30, 2008,
the Company entered into an option agreement to acquire certain mineral claims
located in British Columbia (refer to Note 3).
On February 22, 2010 the Company provided notice to the Optionor, and terminated
the Option Agreement and relieved itself from any obligations thereunder.
The Company's operations have been limited to general administrative operations,
initial property staking and investigation, and is considered an Exploration
Stage Company in accordance with ASC 915.
THE COMPANY TODAY - The Company is currently a development stage company
reporting under the provisions of ASC 915 "Accounting and Reporting for
Development Stage Enterprises."
Since February 22, 2010, our purpose has been to serve as a vehicle to acquire
an operating business and we are currently considered a "shell" company inasmuch
as we are not generating revenues, do not own an operating business, and have no
specific plan other than to engage in a merger or acquisition transaction with a
yet-to-be identified operating company or business. We have no employees and no
material assets.
MANAGEMENT OF COMPANY - The Company filed its articles of incorporation with the
Nevada Secretary of State on June 23, 2008. The initial list of officers filed
with the Nevada Secretary of State on June 23, 2008, indicates the sole director
Jeffrey Taylor as the President, Secretary, and Treasurer.
YEAR END - The Company's fiscal year end is June 30.
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LAKE FOREST MINERALS INC.
(A Development Stage Company)
Notes to the Financial Statements
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
USE OF ESTIMATES - The preparation of the financial statements in conformity
with generally accepted accounting principles in the United States of America
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.
INCOME TAXES - The Company provides for income taxes under ASC 740, Accounting
for Income Taxes. ASC 740 requires the use of an asset and liability approach in
accounting for income taxes. Deferred tax assets and liabilities are recorded
based on the differences between the financial statement and tax bases of assets
and liabilities and the tax rates in effect when these differences are expected
to reverse.
ASC 740 requires the reduction of deferred tax assets by a valuation allowance
if, based on the weight of available evidence, it is more likely than not that
some or all of the deferred tax assets will not be realized.
The Company has net operating loss carryover to be used for reducing future
year's 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.
REVENUE RECOGNITION - The Company has no current source of revenue; therefore
the Company has not yet adopted any policy regarding the recognition of revenue
or cost.
NET LOSS PER COMMON SHARE - 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 June 23, 2008 (Date of Inception) through September 30, 2012 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.
CASH AND CASH EQUIVALENTS - For purposes of Statements of Cash Flows, the
Company considers all highly liquid instruments purchased with a maturity of
three months or less to be cash equivalents to the extent the funds are not
being held for investment purposes.
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LAKE FOREST MINERALS INC.
(A Development Stage Company)
Notes to the Financial Statements
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
ADVERTISING COSTS - The Company's policy regarding advertising is to expense
advertising when incurred. The Company had not incurred any advertising expenses
as of September 30, 2012.
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.
MINERAL PROPERTY COSTS - The Company has been in the exploration stage since its
inception on June 23, 2008 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. The Company assesses
the carrying costs for impairment 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 - From Septbember 30, 2012 through the filing
date of these financial statements, the FASB (Financial Accounting Standards
Board) issued various Accounting Standards Updates relating to the treatment and
recording of certain accounting transactions. Management has determined that
these recent accounting pronouncements will have no impact on the financial
statements of Lake Forest Minerals Inc.
2. PROPERTY AND EQUIPMENT
As of September 30, 2012, the Company does not own any property and/or
equipment.
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LAKE FOREST MINERALS INC.
(A Development Stage Company)
Notes to the Financial Statements
3. STOCKHOLDER'S EQUITY
The Company has 75,000,000 common shares and 10,000,000 preferred shares
authorized with a par value of $0.001 per share.
The Company has not issued any preferred shares since inception through
September 30, 2012.
A total of 11,000,000 shares of the Company's common stock have been issued as
of September 30, 2012, 8,000,000 of these shares were issued to the sole
director of the Company pursuant to a stock subscription agreement at $0.0015
per share for total proceeds of $12,000 on June 26, 2008. The remaining
3,000,000 shares of the Company's issued and outstanding common stock were
issued at a price of $0.01 per share for gross proceeds of $30,000.
4. RELATED PARTY TRANSACTIONS
Jeffrey Taylor, the sole officer and director of the Company was not paid for
any underwriting services that he performed on behalf of the Company with
respect to the Company's S-1 prospectus offering, filed August 6, 2008.
To September 30, 2012, Jeffrey Taylor loaned the Company $29,000 for operating
expenses, the loan bears no interest and has no specific terms of payment.
5. GOING CONCERN
The Company has incurred net losses of approximately $73,922 for the period from
June 23, 2008 (Date of Inception) through September 30, 2012 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.
6. SUBSEQUENT EVENTS
The Company's management has reviewed all material subsequent events through the
filing date of these financial statements in accordance with ASC 885-10, and has
determined that there are no material subsequent events to report.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
Certain statements in this report contain or may contain forward-looking
statements that are subject to known and unknown risks, uncertainties and other
factors which may cause actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These forward-looking
statements were based on various factors and were derived utilizing numerous
assumptions and other factors that could cause our actual results to differ
materially from those in the forward-looking statements. These factors include,
but are not limited to, our ability to generate revenues, economic, political
and market conditions and fluctuations, government and industry regulation,
interest rate risk, U.S. and global competition, and other factors. Most of
these factors are difficult to predict accurately and are generally beyond our
control. You should consider the areas of risk described in connection with any
forward-looking statements that may be made herein. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this report. Readers should carefully review this report in its
entirety, including but not limited to our financial statements and the notes
thereto. Except for our ongoing obligations to disclose material information
under the Federal securities laws, we undertake no obligation to release
publicly any revisions to any forward-looking statements, to report events or to
report the occurrence of unanticipated events. For any forward-looking
statements contained in any document, we claim the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995.
GENERAL INFORMATION
Lake Forest Minerals was incorporated in the State of Nevada on June 23, 2008.
We are a development stage company with no revenues or operating history.
We have sold $42,000 in equity securities since inception, $12,000 from the sale
of 8,000,000 shares of stock to our officer and director and $30,000 from the
sale of 3,000,000 shares registered pursuant to our S-1 Registration Statement
which became effective on August 18, 2008. The offering was completed on
September 11, 2008.
Our financial statements from inception through the year ended September 30,
2012 report no revenues and a net loss of $73,922. Seale and Beers, Certified
Public Accountants, our independent auditor, has issued an audit opinion for
Lake Forest Minerals which includes a statement expressing substantial doubt as
to our ability to continue as a going concern.
Effective June 26, 2008, the Company entered into a Mineral Property Option
Agreement with T.L. Sadlier-Brown, whereby the Company obtained an option to
acquire the VIN Mineral Claim located in the Princeton Mining Division of
British Columbia.
Under the terms of the Agreement, the Company paid $2,500 by June 30, 2008, paid
a further $5,000 by August 15, 2009 and in order to maintain the option was
required to pay an additional $7,500 by June 30, 2010. Upon completion of the
required payments the Company would have owned an undivided 100% interest in the
VIN Mineral Claim subject to a 2% net smelter returns royalty reserved in favour
of the Optionor.
9
Prior to completing the payments required under the Agreement, the Company had
the right to conduct exploration and development activities on the property at
its sole discretion and, having provided notice to the vendor, had the option to
terminate the Agreement and relieve itself from any obligations thereunder.
On February 22, 2010 the Company provided notice to Mr. Sadlier-Brown, and
terminated the Option Agreement and relieved itself from any obligations
thereunder.
Our plan is to seek, investigate, and consummate a merger or other business
combination, purchase of assets or other strategic transaction (i.e. a merger)
with a corporation, partnership, limited liability company or other operating
business entity (a "Merger Target") desiring the perceived advantages of
becoming a publicly reporting and publicly held corporation. We have no
operating business, and conduct minimal operations necessary to meet regulatory
requirements. Our ability to commence any operations is contingent upon
obtaining adequate financial resources. We are currently considered a "shell"
company inasmuch as we are not generating revenues, do not own an operating
business, and have no specific plan other than to engage in a merger or
acquisition transaction with a yet-to-be identified operating company or
business. We have no employees and no material assets.
We currently have no definitive agreements or understandings with any
prospective business combination candidates and there are no assurances that we
will find a suitable business with which to combine. The implementation of our
business objectives is wholly contingent upon a business combination and/or the
successful sale of our securities. We intend to utilize the proceeds of any
offering, any sales of equity securities or debt securities, bank and other
borrowings or a combination of those sources to effect a business combination
with a target business which we believe has significant growth potential. While
we may, under certain circumstances, seek to effect business combinations with
more than one target business, unless additional financing is obtained, we will
not have sufficient proceeds remaining after an initial business combination to
undertake additional business combinations.
A common reason for a target company to enter into a merger with a shell company
is the desire to establish a public trading market for its shares. Such a
company would hope to avoid the perceived adverse consequences of undertaking a
public offering itself, such as the time delays and significant expenses
incurred to comply with the various federal and state securities law that
regulate initial public offerings.
As a result of our limited resources, unless and until additional financing is
obtained we expect to have sufficient proceeds to effect only a single business
combination. Accordingly, the prospects for our success will be entirely
dependent upon the future performance of a single business. Unlike certain
entities that have the resources to consummate several business combinations or
entities operating in multiple industries or multiple segments of a single
industry, we will not have the resources to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses. A target business
may be dependent upon the development or market acceptance of a single or
limited number of products, processes or services, in which case there will be
an even higher risk that the target business will not prove to be commercially
viable.
10
Our officer is only required to devote a small portion of his time to our
affairs on a part-time or as-needed basis. We expect to use outside consultants,
advisors, attorneys and accountants as necessary, none of which will be hired on
a retainer basis. We do not anticipate hiring any full-time employees so long as
we are seeking and evaluating business opportunities.
We do not expect our present management to play any managerial role for us
following a business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect.
In evaluating a prospective target business, we will consider several factors,
including the following:
- experience and skill of management and availability of additional
personnel of the target business;
- costs associated with effecting the business combination;
- equity interest retained by our stockholders in the merged entity;
- growth potential of the target business;
- capital requirements of the target business;
- capital available to the target business;
- stage of development of the target business;
- proprietary features and degree of intellectual property or other
protection of the target business;
- the financial statements of the target business; and
- the regulatory environment in which the target business operates.
The foregoing criteria are not intended to be exhaustive and any evaluation
relating to the merits of a particular target business will be based, to the
extent relevant, on the above factors, as well as other considerations we deem
relevant. In connection with our evaluation of a prospective target business, we
anticipate that we will conduct a due diligence review which will encompass,
among other things, meeting with incumbent management as well as a review of
financial, legal and other information.
The time and costs required to select and evaluate a target business (including
conducting a due diligence review) and to structure and consummate the business
combination (including negotiating and documenting relevant agreements and
preparing requisite documents for filing pursuant to applicable corporate and
securities laws) cannot be determined at this time. Our president intends to
devote only a very small portion of his time to our affairs, and, accordingly,
the consummation of a business combination may require a longer time than if he
devoted his full time to our affairs. However, he will devote such time as he
deems reasonably necessary to carry out our business and affairs. The amount of
time devoted to our business and affairs may vary significantly depending upon,
among other things, whether we have identified a target business or are engaged
in active negotiation of a business combination.
11
We anticipate that various prospective target businesses will be brought to our
attention from various sources, including securities broker-dealers, investment
bankers, venture capitalists, bankers and other members of the financial
community, including, possibly, the executive officers and our affiliates.
Various impediments to a business combination may arise, such as appraisal
rights afforded the stockholders of a target business under the laws of its
state of organization. This may prove to be deterrent to a particular
combination.
Our shares are quoted on the Over-the-Counter Electronic Bulletin Board (OTCBB)
under the symbol "LAKF". There has been no active trading of our securities,
and, therefore, no high and low bid pricing. As of the date of this report Lake
Forest Minerals had 21shareholders of record. We have paid no cash dividends and
have no outstanding options.
RESULTS OF OPERATIONS
We are still in our development stage and have not generated any revenue.
We incurred operating expenses of $3,364 and $2,270 for the three month periods
ended September 30, 2012 and 2011, 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.
Our net loss from inception (June 23, 2008) through September 30, 2012 was
$73,922.
Our auditors expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at September 30, 2012 was $240 with $32,162 in current
liabilities. We have sold $42,000 in equity securities since inception, $12,000
from the sale of 8,000,000 shares of stock to our officer and director and
$30,000 from the sale of 3,000,000 shares registered pursuant to our S-1
Registration Statement which became effective on August 18, 2008. The offering
was completed on September 11, 2008.
Since we have no revenue or plans to generate any revenue, if our expenses
exceed our cash currently on hand we will be dependent upon loans to fund losses
incurred in excess of our cash.
PLAN OF OPERATION
Our plan is to seek, investigate, and consummate a merger or other business
combination, purchase of assets or other strategic transaction (i.e. a merger)
with a corporation, partnership, limited liability company or other operating
business entity (a "Merger Target") desiring the perceived advantages of
becoming a publicly reporting and publicly held corporation. We have no
operating business, and conduct minimal operations necessary to meet regulatory
requirements. Our ability to commence any operations is contingent upon
obtaining adequate financial resources.
12
We are not currently engaged in any business activities that provide cash flow.
The costs of investigating and analyzing business combinations for the next 12
months and beyond such time will be paid with money in our treasury.
During the next twelve months we anticipate incurring costs related to:
(i) filing of Exchange Act reports, and
(ii) costs relating to identifying and consummating a transaction with a
Merger Target.
We believe we will be able to meet these costs through use of funds in our
treasury and additional amounts, as necessary, to be loaned to or invested in us
by our stockholders, management or other investors.
We may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.
Jeffrey Taylor is our president, secretary and our chief financial officer. Mr.
Taylor is only required to devote a small portion of his time to our affairs on
a part-time or as-needed basis. No regular compensation has, in the past, nor is
anticipated in the future, to be paid to any officer or director in their
capacities as such. We do not anticipate hiring any full-time employees as long
as we are seeking and evaluating business opportunities.
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 September 30, 2012, 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
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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.
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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
S-1 filed with the SEC on
August 6, 2008.
3.2 Bylaws Incorporated by reference to
Exhibit 3.2 to the Company's
Registration Statement on Form
S-1 filed with the SEC on
August 6, 2008.
31.1 Certification of Chief Executive Filed electronically herewith
Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Filed electronically herewith
Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Filed electronically herewith
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.
101 Interactive data files pursuant to Filed electronically herewith
Rule 405 of Regulation S-T
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
/s/ Jeffrey Taylor November 13, 2012
------------------------------------ -----------------
Jeffrey Taylor, President & Director Date
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)
15