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 quarterly period ended October 31, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to _____________
Commission File No. 333-161869
LOGAN SOUND, INC.
(Exact name of registrant as specified in its charter)
Nevada 3931 Pending
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
1 Hunter Street East, Suite G100
Hamilton, Ontario, L81 3W1
(Address of principal executive offices)
905-777-8002
(Issuer's telephone number)
Indicate by checkmark whether the issuer: (1) has 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 [ ] No [X]
Indicate by check mark whether the registrant has submitted and electronically
posted on its corporate Website, 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 filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most practicable date:
Class of Shares Outstanding as of March 31, 2014
--------------- --------------------------------
Common Stock, $0.001 8,200,000
INDEX
Page
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited) 3
BALANCE SHEETS as of October 31, 2011 and April 30, 2011 3
CONSOLIDATED STATEMENTS OF OPERATIONS for the Three Months Ended
October 31, 2011 and 2010, and for the period since inception 4
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY for the period
since inception 5
CONSOLIDATED STATEMENTS OF CASH FLOWS for the Three Months Ended
October 31, 2011 and 2010, and for the period since inception 6
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 11
Item 3 Quantitative and Qualitative Disclosures About Market Risk 12
Item 4. Controls and Procedures 12
PART II OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 1A. Risk Factors 13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4 Mine Safety Disclosures 13
Item 5. Other Information 13
Item 6. Exhibits 13
SIGNATURES 14
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LOGAN SOUND INC.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
(unaudited)
October 31, April 30,
2011 2011
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 14,875 $ 1,366
Wah-anti-wah guitar effects pedal -- --
-------- --------
TOTAL ASSETS $ 14,875 $ 1,366
======== ========
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ -- $ --
Loans from related parties 50,200 50,200
-------- --------
TOTAL CURRENT LIABILITIES 50,200 50,200
-------- --------
STOCKHOLDERS' EQUITY
Capital stock
Authorized:
75,000,000 common shares with a par value of $0.001
Issued and outstanding:
8,600,000 common shares (April 30, 2011 - 6,200,000 common shares) 8,600 6,200
Additional paid-in-capital 49,400 27,800
Deficit accumulated during the Development stage (93,325) (82,834)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (35,325) (48,834)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 14,875 $ 1,366
======== ========
Nature and continuance of operations (Note 1)
See Accompanying Notes
3
LOGAN SOUND INC.
(A Development Stage Company)
Statements of Operations (unaudited)
--------------------------------------------------------------------------------
Cumulative from
Six Months Six Months Three Months Three Months January 30, 2007
Ended Ended Ended Ended (Inception) to
October 31, October 31, October 31, October 31, October 31,
2011 2010 2011 2010 2011
---------- ---------- ---------- ---------- ----------
Bank charges $ 75 $ 77 $ 26 $ 55 $ 393
Management fees 9,200 13,800 -- 6,900 57,500
Office expenses -- -- -- -- 1,168
Professional fees 1,216 3,600 -- 3,600 14,264
Guitar effects pedal -- -- -- -- 20,000
---------- ---------- ---------- ---------- ----------
Net loss $ (10,491) $ (17,477) $ (35,992) $ (10,555) $ (93,325)
========== ========== ========== ========== ==========
LOSS PER SHARE - BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 8,000,000 5,600,000 8,000,000 5,600,000
========== ========== ========== ==========
See Accompanying Notes
4
LOGAN SOUND INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
--------------------------------------------------------------------------------
Deficit
Accumulated
Number of Additional During the
Common Par Paid-in Exploration
Shares Value Capital Stage Total
------ ----- ------- ----- -----
Balance, January 30, 2007 -- $ -- $ -- $ -- $ --
April 28, 2009
Issued for cash at $0.005 1,600,000 1,600 6,400 8,000
April 29, 2009
Issued for intangible asset at $0.005 4,000,000 4,000 16,000 20,000
Net loss (22,325) (22,325)
---------- -------- ---------- ---------- ----------
Balance, April 30, 2009 5,600,000 5,600 22,400 (22,325) 5,675
Net loss (35,992) (35,992)
---------- -------- ---------- ---------- ----------
Balance, April 30, 2010 5,600,000 5,600 22,400 (58,317) (30,317)
January 26, 2011
Issued for cash at $0.01 400,000 400 3,600 4,000
February 4, 2011
Issued for cash at $.001 200,000 200 1,800 2,000
Net loss (24,517) (24,517)
---------- -------- ---------- ---------- ----------
Balance, April 30, 2011 6,200,000 6,200 27,800 (82,834) (48,834)
July 11, 2011
Issued for cash at $0.01 2,400,000 2,400 21,600 24,000
Net loss (10,491) (10,491)
---------- -------- ---------- ---------- ----------
Balance, October 31, 2011 8,600,000 $ 8,600 $ 49,400 $ (93,325) $ (32,325)
========== ======== ========== ========== ==========
See Accompanying Notes
5
LOGAN SOUND INC.
(A Development Stage Company)
Statements of Cash Flows (unaudited)
--------------------------------------------------------------------------------
Cumulative from
Six Months Six Months January 30, 2007
Ended Ended (Inception) to
October 31, October 31, October 31,
2011 2010 2011
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(10,491) $(17,477) $(93,325)
Guitar effects pedal -- -- 20,000
Adjustments to reconcile net loss to net cash
Accounts payable and accrued liabilities -- -- --
-------- -------- --------
Net cash used in operating activities (10,491) (17,477) (73,325)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from related parties -- 18,200 50,200
Shares subscribed for cash 24,000 -- 38,000
-------- -------- --------
Net cash provided by financing activities 24,000 18,200 88,200
-------- -------- --------
Net increase (decrease) in cash 13,509 723 14,875
Cash beginning 1,366 1,683 --
-------- -------- --------
Cash ending $ 14,875 $ 2,406 $ 14,875
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ -- $ -- $ --
======== ======== ========
Taxes $ -- $ -- $ --
======== ======== ========
See Accompanying Notes
6
LOGAN SOUND INC.
(A Development stage Company)
Notes To The Financial Statements
October 31, 2011
(Unaudited)
--------------------------------------------------------------------------------
1. NATURE AND CONTINUANCE OF OPERATIONS
Logan Sound Inc. ("the Company") was incorporated under the laws of State of
Nevada, U.S. on January 30, 2007, with an authorized capital of 75,000,000
common shares with a par value of $0.001. The Company's year end is the end of
April. During the year ended April 30, 2009, the Company commenced operations by
issuing shares and acquiring a 100% right, title and interest in and to all the
property, assets and intellectual property necessary for the development,
manufacture and marketing of the wah-anti-wah guitar effects pedal.
These financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $93,325 as at October 31, 2011 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and/or private placement of
common stock.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates and Assumptions
The preparation of 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 period. Actual results
could differ from those estimates.
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are translated
into their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Non monetary assets and liabilities are
translated at the exchange rates prevailing on the transaction date. Revenue and
expenses are translated at average rates of exchange during the year. Gains or
losses resulting from foreign currency transactions are included in results of
operations.
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LOGAN SOUND INC.
(A Development stage Company)
Notes To The Financial Statements
October 31, 2011
(Unaudited)
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair Value of Financial Instruments
The carrying value of cash and accounts payable and accrued liabilities
approximates their fair value because of the short maturity of these
instruments. Unless otherwise noted, it is management's opinion the Company is
not exposed to significant interest, currency or credit risks arising from these
financial instruments.
Income Taxes
The Company follows the assets and liability method of accounting for income
taxes. Under this method, deferred income tax assets and liabilities are
recognized for the estimated tax consequences attributable to differences
between the financial statement carrying values and their respective income tax
basis (temporary differences). The effect on deferred income tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.
At October 31, 2011, a full deferred tax asset valuation allowance has been
provided and no deferred tax asset has been recorded.
Basic and Diluted Loss Per Share
The Company computes loss per share in accordance with SFAS No. 128, "Earnings
per Share" which requires presentation of both basic and diluted earnings per
share on the face of the statement of operations. Basic loss per share is
computed by dividing net loss available to common shareholders by the weighted
average number of outstanding common shares during the period. Diluted loss per
share gives effect to all dilutive potential common shares outstanding during
the period. Dilutive loss per share excludes all potential common shares if
their effect is anti-dilutive.
The Company has no potential dilutive instruments and accordingly basic loss and
diluted loss per share are equal.
Stock-based Compensation
In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment", which
replaced SFAS No. 123, "Accounting for Stock-Based Compensation" and superseded
APB Opinion No. 25, "Accounting for Stock Issued to Employees". In January 2005,
the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin
("SAB") No. 107, "Share-Based Payment", which provides supplemental
implementation guidance for SFAS No. 123R. SFAS No. 123R requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the financial statements based on the grant date fair value
of the award. SFAS No. 123R was to be effective for interim or annual reporting
periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a
rule that will permit most registrants to implement SFAS No. 123R at the
beginning of their next fiscal year, instead of the next reporting period as
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LOGAN SOUND INC.
(A Development stage Company)
Notes To The Financial Statements
October 31, 2011
(Unaudited)
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
required by SFAS No. 123R. The pro-forma disclosures previously permitted under
SFAS No. 123 no longer will be an alternative to financial statement
recognition. Under SFAS No. 123R, the Company must determine the appropriate
fair value model to be used for valuing share-based payments, the amortization
method for compensation cost and the transition method to be used at date of
adoption.
The transition methods include prospective and retroactive adoption options.
Under the retroactive options, prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented. The prospective
method requires that compensation expense be recorded for all unvested stock
options and restricted stock at the beginning of the first quarter of adoption
of SFAS No. 123R, while the retroactive methods would record compensation
expense for all unvested stock options and restricted stock beginning with the
first period restated. The Company adopted the modified prospective approach of
SFAS No. 123R for the year ended April 30, 2009. The Company did not record any
compensation expense for the period ended October 31, 2011 because there were no
stock options outstanding prior to the adoption or at October 31, 2011.
Intangible assets
In accordance with Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets", the Company recorded Wah-Anti-Wah Guitar
Effects Pedal at cost and those with finite lives are amortized over the
estimated periods of benefit. Wah-Anti-Wah Guitar Effects Pedal would be
amortized over 10 years.
Impairments
The Company's management evaluates its tangible and definite-lived intangible
assets for impairment under Statement of Financial Accounting Standards No. 144
Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144)
annually or in the presence of circumstances or trends that may be indicators of
impairment. Our evaluation is a two step process. The first step is to compare
our undiscounted cash flows, as projected over the remaining useful lives of the
assets, to their respective carrying values. In the event that the carrying
values are not recovered by future undiscounted cash flows, as a second step, we
compare the carrying values to the related fair values and, if lower, record an
impairment adjustment. For purposes of fair value, we generally use replacement
costs for tangible fixed assets and discounted cash flows, using risk-adjusted
discount rates, for intangible assets. During the years ended April 30, 2011, we
recorded impairment charges of $0 related to intangible assets.
Recent Accounting Pronouncements
In February 2007, the FASB issued Statement No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS 159") which permits entities
to choose to measure many financial instruments and certain other items at fair
value that are not currently required to be measured at fair value. SFAS 159 is
effective for fiscal years beginning after November 15, 2007. Our adoption of
SFAS No. 159 is not expected to materially impact our financial position and
results of operations.
9
LOGAN SOUND INC.
(A Development stage Company)
Notes To The Financial Statements
October 31, 2011
(Unaudited)
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In December 2007, the FASB issued Statement No. 141(R), "Business Combinations"
("SFAS 141(R)") which expands the definition of transactions and events that
qualify as business combinations; requires that the acquired assets and
liabilities, including contingencies, be recorded at the fair value determined
on the acquisition date and changes thereafter reflected in earnings, not
goodwill; changes the recognition timing for restructuring costs; and requires
acquisition costs to be expensed as incurred. In addition, acquired in-process
research and development (IPR&D) is capitalized as an intangible asset and
amortized over its estimated useful life. Adoption of SFAS 141(R) is required
for combinations after December 15, 2008. Early adoption and retroactive
application of SFAS 141(R) to fiscal years preceding the effective date are not
permitted. We believe that there is no impact of SFAS 141(R) on our financial
position and results of operations.
In December 2007, the FASB issued Statement No. 160, "NONCONTROLLING INTEREST IN
CONSOLIDATED FINANCIAL STATEMENTS" ("SFAS 160") which re-characterizes minority
interests in consolidated subsidiaries as non-controlling interests and requires
the classification of minority interests as a component of equity. Under SFAS
160, a change in control will be measured at fair value, with any gain or loss
recognized in earnings. The effective date for SFAS 160 is for annual periods
beginning on or after December 15, 2008. Early adoption and retroactive
application of SFAS 160 to fiscal years preceding the effective date are not
permitted. We believe that there is no impact of SFAS 160 on our financial
position and results of operations.
3. COMMON STOCK
The total number of common shares authorized that may be issued by the Company
is 75,000,000 shares with a par value of one tenth of one cent ($0.001) per
share and no other class of shares is authorized.
During the year ended April 30, 2009, the Company issued 1,600,000 shares of
common stock for total cash proceeds of $8,000.
As of April 29, 2009, the Company entered into an Asset Purchase Agreement with
Ken Logan. Ken Logan agreed to sell his 100% interest in all the property,
assets and intellectual property necessary for the development, manufacture and
marketing of the wah-anti-wah guitar effects pedal for 4,000,000 common shares.
At October 31, 2011, there were no outstanding stock options or warrants.
6. INCOME TAXES
As of October 31, 2011, the Company had net operating loss carry forwards of
approximately $93,325 that may be available this Agreement to reduce future
years' taxable income through 2029. Future tax benefits which may arise as a
result of these losses have not been recognized in these financial statements,
as their realization is determined not likely to occur and accordingly, the
Company has recorded a valuation allowance for the deferred tax asset relating
to these tax loss carry-forwards.
7. MANAGEMENT AGREEMENT
As of April 29, 2009, the Company entered into a management agreement with Ken
Logan and agrees to pay $2,300 per month for his services.
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FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
GENERAL
We intend to commence business operations by developing, manufacturing,
marketing and selling electric guitar effects pedals. We were incorporated in
the State of Nevada on January 30, 2007, but were essentially dormant until
April 29, 2009 when we entered into an agreement with our president, Ken Logan,
to acquire all the property, assets and intellectual property necessary for the
development, manufacture and marketing of the wah anti wah guitar effects pedal.
In consideration of the purchase of these assets, we issued 4,000,000 shares of
our common stock to Mr. Logan.
Mr. Logan commenced developing and manufacturing the wah anti wah guitar effects
pedal in December 2006. Prior to selling his interest in the pedal to us, Mr.
Logan sold approximately 40 wah anti wah pedals at prices ranging from $149 to
$199. He also developed a website promoting the features of the wah anti wah
pedal located at www.logansoundinc.com.
PLAN OF OPERATION
Our plan of operation for the next twelve months is to expand our business
operations by acquiring additional guitar pedal components, hiring additional
labor, marketing and advertising our guitar effects pedal, and potentially
designing a new guitar effects pedal. Our ability to expand operations is
contingent upon us raising additional capital. We will rely upon the proceeds
that we receive from the sale of the 125 guitar pedals and loans from our
president in order to cover general and administrative expenses, as well as
marketing and advertising costs.
We anticipate that revenue from the sale of our pedals will be $214 per unit,
including charges for shipping and handling. However, there is no guarantee that
we will be able to successfully sell our guitar effects pedals at a sufficient
sales volume at this price level. The expansion of our operations in the period
subsequent to the next 12 months will depend on our success in generating
revenue to that point, as well as raising further funding. As well, we
anticipate spending an additional $16,000 on administrative costs such as
accounting and auditing fees, legal fees and fees payable in connection with
reporting obligations.
SOURCES AND USES OF CASH
At October 31, 2011, our current assets consisted of $14,875 in cash. This
amount is part of the $30,000 we raised pursuant to our registration statement
on Form S-1 that was declared effective by the Securities & Exchange Commission
on October 27, 2010. We will have to raise additional funds in order to sustain
11
and expand our operations. We currently do not have a specific plan of how we
will obtain such funding. We will seek to obtain short-term loans from our
director, although we do not have any agreements with our director concerning
future loans. We do not have any arrangements in place for any future equity
financing other than through this offering.
EVENTS, TRENDS AND UNCERTAINTIES
The continuing development of our business will depend upon our ability to
attract customers for the wah anti wah guitar effects pedal. Our ability to
generate sales may be affected by events and trends such as general economic
conditions, guitar pedal pricing and competing products from our manufacturers.
RESULTS OF OPERATIONS
We have not earned any revenue from our incorporation on January 30, 2007 to
October 31, 2011. We incurred operating expenses in the amount of $93,325 during
this period. These operating expenses were comprised of management fees that
were paid or accrued to our president, Ken Logan, of $57,500, professional fees
of $14,264, office expenses of $1,168, bank fees of $393 and $20,000
representing the recorded value of the common stock that we issued to our
president in consideration for the acquisition of the guitar pedal assets.
We have not attained profitable operations and are dependent upon obtaining
financing to complete our proposed business plan. For these reasons our auditors
believe that there is substantial doubt that we will be able to continue as a
going concern.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this report, we do not have any 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
are material to investors.
GOING CONCERN
The independent auditors' report accompanying our April 30, 2011 financial
statements contained an explanatory paragraph expressing substantial doubt about
our ability to continue as a going concern. The financial statements have been
prepared "assuming that we will continue as a going concern," which contemplates
that we will realize our assets and satisfy our liabilities and commitments in
the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No report required.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Commission's 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 the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's 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.
12
An evaluation was conducted under the supervision and with the participation of
our management of the effectiveness of the design and operation of our
disclosure controls and procedures as of October 31, 2011. Based on that
evaluation, our management concluded that our disclosure controls and procedures
were not effective as of such date to ensure that information required to be
disclosed in the reports that we file or submit under the Exchange Act, is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms. Such officer also confirmed that there was no change in
our internal control over financial reporting during the six-month period ended
October 31, 2011 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this report, no director, officer or affiliate is (i) a party
adverse to us in any legal proceeding, or (ii) has an adverse interest to us in
any legal proceedings. Management is not aware of any other legal proceedings
pending or that have been threatened against us or our properties.
ITEM 1A. RISK FACTORS
No report required.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
No report required.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
Exhibits:
31.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b)
or 15d-14(b) and 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 Rule 405 of Regulation S-T
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
LOGAN SOUND INC.
Dated: March 31, 2014 By: /s/ Ken Logan
---------------------------------------
Ken Logan, President and
Chief Executive Officer and
Chief Financial Officer
14