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 JUNE 30, 2010
[] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
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Commission file number: 333-139129
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BORDER MANAGEMENT, INC.
(Exact name of small business issuer as specified
in its charter)
Nevada 20-5088293
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
968 - 240 th Street V2Z 2Y3
Langley, British Columbia, Canada
(Address of principal (Zip Code)
executive offices)
------------------
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
Common stock, par value $0.001 per share
Preferred stock, par value $0.001 per share
Issuer's telephone number, including area code: (604) 539-9680
(Former name or former address, if changed since last report)Not Applicable
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] 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.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (Do not Smaller reporting company [X]
check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as
Defined in Rule 12b-2 of the Exchange Act). [x] Yes [ ] No
As of August 11, 2010 the Issuer had 14,050,000 shares of common stock
issued and outstanding.
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BORDER MANAGEMENT, INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010
TABLE OF CONTENTS
PART I
Item 1. Financial Statements
Balance Sheets as of June 30, 2010 and December 31, 2009 . . . . . . . F-1
Statements of Operations for the Three Months Ended June 30, 2010
and June 30, 2009 and from Inception (June 7,2006) to
June 30, 2010. . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Statement of Stockholders' Equity. . . . . . . . . . . . . . . . . . . F-3
Statements of Cash Flows for the Three Months Ended June 30,
2010 and June 30, 2009 and from Inception (June 7, 2006) to
June 30, 2010. . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . F-5
Item 2. Management's Discussion and Analysis or Plan of Operation . . .6
Item 3. Quantitative and Qualitative Disclosures about Market Risk. . .10
Item 4. Controls and Procedures . . . . . . . . . . . . . . . . . . . .10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . .11
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds. . .11
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . .11
Item 4. Submission of Matters to a Vote of Security Holders . . . . . .11
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . .11
Item 6. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . .11
BORDER MANAGEMENT, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 2010
Border Management, Inc.
(a development stage company)
Balance Sheets
As At As At
June 30 December 31
2010 2009
(UNAUDITED) (AUDITED)
- ---------------------------------------------------------------------
ASSETS
- ---------------------------------------------------------------------
Current Assets:
Cash $ 251 $ 1,747
Refundable Taxes 569 249
------------ -------------
Total Assets $ 820 $ 1,996
============ =============
- ---------------------------------------------------------------------
LIABILITIES
- ---------------------------------------------------------------------
Current
Accounts payable and $ 39,404 $ 31,641
accrued liabilities ------------ -------------
- ---------------------------------------------------------------------
STOCKHOLDERS' EQUITY (Note 3)
- ---------------------------------------------------------------------
Common stock, $.001 par value
Authorized: 50,000,000 shares
Issued: 14,050,000 shares 14,050 14,050
Preferred stock,$.001 par value
Authorized: 20,000,000 shares
Issued: Nil
Additional paid-in capital 128,626 128,626
Deficit accumulated during the
development stage (181,260) (172,321)
------------ -------------
Total stockholders' deficiency (38,584) (29,645)
------------ -------------
Total liabilities and stockholders'
deficiency $ 820 $ 1,996
============ =============
GOING CONCERN (Note 1)
The accompanying notes are an integral part of these financial statements.
APPROVED BY THE DIRECTORS:
/s/Evan Williams
- ----------------
Evan William
Director
/s/ Solomon Nordine
- -------------------
Solomon Nordine
Director
.F-1.
Border Management, Inc.
(a development stage company)
Statements of Operations
(Unaudited)
For the Three For the Three For the Six For the Six Period From
Months Ended Months Ended Months Ended Months Ended June 7, 2006
June 30, 2010 June 30, 2009 June 30, 2010 June 30, 2009 (inception) to
June 30, 2010
- --------------------------------------------------------------------------------------------------
REVENUE
Interest Revenue $ - $ - $ - $ - $ 17,096
Operating Revenue - - - - -
============= ============= =============== ============= ============
Total Revenue $ - $ - $ - $ - $ 17,096
EXPENSES
Advertising - 124 - 229 1,247
Bank charges 80 53 167 106 767
Foreign currency
Loss/(Gain) (751) (84 (477) 136 1,233
Listing and share
transfer fees 512 1,844 3,622 4,116 22,021
Management fees - 2,581 - 4,961 62,243
Professional fees 3,572 2,685 5,627 4,439 93,804
Rent - 1,290 - 2,480 17,041
============= ============= ============== ============= =============
Total Expenses 3,413 8,493 8,939 16,467 198,356
NET LOSS $ (3,413)) $ (8,493) $ (8,939) $(16,467) $(181,260)
============= ============= ============== ============= =============
Loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.01)
(Note 2(f)) ============= ============= ============== ============= =============
Weighted average
number of shares
outstanding 14,050,000 14,050,000 14,050,000 14,050,000 13,550,168
============= ============= ============== ============= =============
- ---------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
.F-2.
Border Management, Inc.
(a development stage company)
Statement of Stockholders' Equity
(Unaudited)
For the Period from June 7, 2006 (inception) to June 30, 2010
- -----------------------------------------------------------------------------
Common stock
-------------- Deficit Acc. Total
Number Amount Additional During Devel- Stockholders
Of Shares Paid-in opment Stage Equity
Capital
--------- -------- ----------- --------------- -------------
Issue of Common 7,600,000 $ 7,600 $ 68,400 $ - $ 76,000
Stock for cash
On organization
Of the Company
Issue of Common 6,450,000 $ 6,450 $ 60,226 $ - $ 66,676
Stock for cash
Net loss for
Period - - - $ (24,467) $ (24,467)
--------- -------- ----------- --------------- -------------
Balance 14,050,000 $14,050 $ 128,626 $ (24,467) $ 118,209
December 31,
2006
Net loss for
the period - - - (35,653) (35,653)
--------- -------- ----------- --------------- -------------
Balance 14,050,000 $14,050 $ 128,626 $ (60,120) $ 82,556
December 31,
2007
Net loss for
the period - - - (82,700) (82,700)
--------- --------- ---------- --------------- -------------
Balance
December 31,
2008 14,050,000 $14,050 $ 128,626 $(142,820) $ (144)
Net loss for
the period - - - (29,501) (29,501)
---------- -------- ----------- --------------- -------------
Balance
December 31,
2009 14,050,000 $14,050 $ 128,626 $(172,321) $ (29,645)
Net loss for
the period - - - (8,939) (8,939)
---------- -------- ----------- --------------- -------------
Balance 14,050,000 $14,050 $ 128,626 $(181,260) $ (38,584)
June 30,
2010
========== ======== =========== =============== =============
The accompanying notes are an integral part of these financial statements.
.F-3.
Border Management, Inc.
(a development stage company)
Statement of Cash Flows
(Unaudited)
For the Three For the Three For the Six For the Six Period from
Months Ended Months Ended Months Ended Months Ended June 7,2006
June 30,2010 June 30, 2009 June 30,2010 June 30,2009 (inception) to
June 30, 2010
- ----------------------------------------------------------------------------------------------
CASH FLOWS (USED IN)
PROVIDED BY:
OPERATING ACTIVITIES
Net loss $ (3,413) $ (8,493) $ (8,939) $ (16,467) $(181,260)
Adjustments to
reconcile net
loss to net cash
used in operating
activities:
(Increase) Decrease
in accounts receivable
and accrued assets (410) 175 (320) 291 (569)
Increase (Decrease) in
accounts payable
and accrued
liabilities 3,749 3,319 7,763 7,530 39,404
----------- ---------- ----------- ---------- -----------
(74) (4,999) (1,496) (8,646) (142,425)
=========== ========== =========== ========== ===========
FINANCING ACTIVITIES
Common stock
issued for cash: - - - - 142,676
----------- ---------- ----------- ----------- -----------
INCREASE
(DECREASE) IN CASH (74) (4,999) (1,496) (8,646) 251
CASH, beginning 325 6,336 1,747 9,983 -
----------- ---------- ----------- ----------- -----------
CASH, ending $ 251 $ 1,337 $ 251 $ 1,337 $ 251
----------- ---------- ----------- ----------- -----------
SUPPLEMENTAL
INFORMATION
Cash paid during
the year to:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
- -----------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
.F-4.
BORDER MANAGEMENT, INC.
(a development stage company)
JUNE 30, 2010
1.ORGANIZATION AND DEVELOPMENT STAGE ACTIVITIES
The Company was incorporated under the laws of the State of Nevada on
June 7, 2006. The company purpose in the Articles of Incorporation is to
engage in any lawful activity or activities in the State of Nevada and
throughout the world. The Company will specialize in offering management
and consulting services to non-Canadian businesses, organizations and
individuals wishing to conduct business in Canada. As of June 30, 2010,
the Company is considered to be in the development stage as the Company
is devoting substantially all of its effort to establishing its new
business and the Company has not generated revenues from its business
activities. The Company has no cash flows from operations. The Company
is currently seeking additional funds through future debt or equity
financing to offset future cash flow deficiencies. Such financing may
not be available or may not be available on reasonable terms. The
resolution of this going concern issue is dependent on the realization
of management's plans. If management is unsuccessful in raising future
debt or equity financing, the Company will be required to liquidate
assets and curtail or possibly cease operations.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance
with accounting principles generally accepted in the United States.
Because a precise determination of many assets and liabilities is
dependent on future events, the preparation of financial statements for
a period necessarily involves the use of estimates which have been made
using careful judgment.
The financial statements have, in management's opinion, been properly
prepared within reasonable limits of materiality and within the framework
of the accounting policies summarized below:
(a)Cash and cash equivalents
The Company considers all short-term investments, including investments
in certificates of deposit, with a maturity date at purchase of three
months or less to be cash equivalents.
(b)Revenue recognition.
Revenue is recognized on the sale and transfer of goods and services.
(c)Foreign currencies
The functional currency of the Company is the United States dollar.
Transactions in foreign currencies are translated into United States
dollars at the rates in effect on the transaction date. Exchange gains
or losses arising on translation or settlement of foreign currency
denomination monetary items are included in the statement of operations.
(d)Financial instruments
The Company's financial instruments consist of cash, refundable taxes,
and accounts payable and accrued liabilities.
Management is of the opinion that the Company is not subject to
significant interest, currency or credit risks on the financial
instruments included in these financial statements. The fair market
values of these financial instruments approximate their carrying values.
(e)Income taxes
The Company follows the asset and liability method of accounting for
income taxes. Under this method, current taxes are recognized for the
estimated income taxes payable for the current period.
Deferred income taxes are provided based on the estimated future tax
effects of temporary differences between financial statement carrying
amounts of assets and liabilities and their respective tax bases as well
as the benefit of losses available to be carried forward to future years
for tax purposes.
Deferred tax assets and liabilities are measured using enacted tax rates
that are expected to apply to taxable income in the years in which those
temporary differences are expected to be covered or settled. The effect
of deferred tax assets and liabilities of a change in tax rates is
recognized in operations in the period that includes the enactment date.
A valuation allowance is recorded for deferred tax assets when it is more
likely than not that such deferred tax assets will not be realized.
(f)Loss per share
Basic loss per share is computed by dividing loss for the period
available to common stockholders by the weighted average number of common
stock outstanding during the period.
(g)Recent accounting pronouncements
New authoritative accounting guidance (Accounting Standards Update
No. 2009-5) under ASC Topic 820 provides guidance for measuring the
fair value of a liability in circumstances in which a quoted price in
an active market for the identical liability is not available. In
such instances, a reporting entity is required to measure fair value
utilizing a valuation technique that uses (i) the quoted price of
the identical liability when traded as an asset, (ii) quoted prices
for similar liabilities or similar liabilities when traded as assets,
or (iii) another valuation technique that is consistent with the
existing principles of ASC Topic 820, such as an income approach or
market approach. The new authoritative accounting guidance also
clarifies that when estimating the fair value of a liability, a
reporting entity is not required to include a separate input or
adjustment to other inputs relating to the existence of a restriction
that prevents the transfer of the liability. The new authoritative
accounting guidance under ASC Topic 820 is effective for our
financial statements beginning January 1, 2010 and is not expected to
have a significant impact on the company's financial statements.
3.Stockholders' Equity:
Common Stock Offerings:
On June 7, 2006, the Company completed a private placement offering
of 7,600,000 common shares to its officers and directors for $76,000.
On September 30, 2006, the Company completed a private placement
offering of 6,450,000 to its remaining founders for $66,676.
4.RELATED PARTY TRANSACTIONS
a.Included in accounts payable and accrued liabilities is $18,613
(2009 - $7,653) owing to the president of the Company.
b.On April 1, 2007, a management agreement was entered into with JPI
and all management fees (2010 - Nil ; 2009 - $4,961) relate to this
agreement. Management fees for July 2009 to June 2010 have been waived.
c.Rental charges are paid on a month-to-month basis to JPI (2010 - Nil
; 2009 - $2,480). Rental charges for July 2009 to June 2010 have been
waived.
d.Professional fees include amounts attributed to S N Ventures Inc.
(2010 - $655 ; 2009 - $1,482), a company controlled by the Treasurer.
These amounts are recorded at the exchange amount based on the amounts
paid and/or received by the parties.
5.INCOME TAXES
Deferred tax assets and liabilities:
Deferred tax assets: June 30, 2010
Operating loss carry-forwards $ 61,628
Valuation allowance (61,628)
- ---------------------------------------------------------------------
Net deferred tax asset $ -
=====================================================================
Management believes that it is not more likely than not that it will
create sufficient taxable income sufficient to realize its deferred
tax assets. It is reasonably possible these estimates could change due
to future income and the timing and manner of the reversal of deferred
tax liabilities. Due to its losses, the Company has no income tax
expense.
The Company has computed its 2009 operating loss carry-forwards for
income tax purposes to be $172,321.
.F-5.
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS / PLAN OF OPERATION
The following discussion should be read in conjunction with our
Financial statements and attached notes. This discussion may contain
forward-looking statements that could involve risks and uncertainties.
Forward-looking Statements:
The statements contained in this 10-Q that are not historical fact are
"forward-looking statements," which can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "should,"
or "anticipates," the negatives thereof or other variations thereon or
comparable terminology, and include statements as to the intent, belief or
our current expectations with respect to the future operations, performance
or position. These forward-looking statements are estimates and predictions.
We cannot assure you that the future results indicated, whether expressed or
implied, will be achieved. While sometimes presented with numerical
specificity, these forward-looking statements are based upon a variety of
assumptions relating to our business, which, although currently considered
reasonable by us, may not be realized. Because of the number and range of the
assumptions underlying our forward-looking statements, many of which are
subject to significant uncertainties and contingencies beyond our reasonable
control, some of the assumptions inevitably will not materialize and
unanticipated events and circumstances may occur subsequent to the date of
this 10-Q. These forward-looking statements are based on current
information and expectation and we assume no obligation to update them at any
stage.
Therefore, our actual experience and results achieved during the period
covered by any particular forward-looking statement may differ substantially
from those anticipated. Consequently, the inclusion of forward-looking
statements should not be regarded as a representation by us or any other
person that these estimates will be realized, and actual results may vary
materially. We cannot assure that any of these expectations will be realized
or that any of the forward-looking statements contained herein will prove to
be accurate.
Description of Business:
Border Management was formed to offer a "one stop" management and consulting
service to corporations and individuals wanting to commence business
operations in Canada. We have a mature base of consultants that we can draw
on to assist our Directors in providing services to our clients. We are
therefore able to provide advice directly or through a sound base of
business, engineering, legal, and other professionals relating to a wide
variety of issues.
.6.
Border Management was incorporated on June 7, 2006 and has commenced
operations.
Critical Accounting Policies:
Our financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America, which require
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements, the
disclosure of contingent assets and liabilities, and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates. The critical accounting policies that affect our
more significant estimates and assumptions used in the preparation of our
financial statements are reviewed and any required adjustments are recorded
on a monthly basis.
Results of Operations:
Substantial positive and negative fluctuations can occur in our business due
to a variety of factors, including variations in the economy, and the
abilities to raise capital. As a result, net income and revenues in a
particular period may not be representative of full year results and may vary
significantly in this early stage of our operations. In addition results of
operations, may vary in the future, and will be materially affected by many
factors of a national and international nature, including economic and market
conditions, currency values, inflation, the availability of capital, the
level of volatility of interest rates, the valuation of security positions
and investments and legislative and regulatory developments. Our results of
operations also may be materially affected by competitive factors and our
ability to attract and retain highly skilled individuals.
Period Ended June 30, 2010:
Our continued operations have not generated service revenues to date. Much of
our preliminary organization has been completed including establishing our
office premises and accounting system. During the last three months our
focus has been on continued discussions with our business contacts.
Should we be able to develop a client base, we anticipate our services will
be rendered to our clients on both an ongoing basis as well as a one time
and project consulting basis. If engaged on a project or one time basis, we
will recognize revenues at the time that all services have been substantially
completed. At the discretion of our management, we may accept restricted
equity securities in certain entities as payments for services provided to
these entities. Some of these entities may be newly formed, have no operating
history, and the market for such securities would be very limited. In the
event that there is a public market for the securities, we will record the
securities at a discount from the market price, since (i) the securities are
restricted and (ii) there is no assurance that the value of these securities
will be realized. The amount of shares we will accept in lieu of a portion of
a client's cash payment is situation specific.
Comparison of Three Month Periods Ended June 30, 2010, and June 30,
2009
The major changes in specific accounts in our operating statement for the
three month period ended June 30, 2010 as compared to the previous
three month period ended June 30, 2009 are as follows:
Revenue
Revenue for the three month period ended June 30, 2010 was $0.00. Previous
year's revenue for the three months ended June 30, 2009 was $0.00.
Expenses
Listing and share transfer fees decreased from $1,844 during the three month
period of June 30, 2009 to $512 for the three month period ending June
30, 2010.
Management fees were waived during the three months ended June 30, 2010.
$2,581 was paid for the three months ended June 30, 2009.
Professional fees of $2,685 were incurred for the three month period ended
June 30, 2009 as compared to $3,572 for the three months ended June
30, 2010.
Rent was waived during the three month period ended June 30, 2010. $1,290
was paid during the three months ended June 30, 2009.
The net loss for the three month period ended June 30, 2010 was $3,413 or
$0.000243 per share compared to a loss of $8,493 for the three months ended
June 30, 2009 a decrease of $5080.
Comparison of Six Month Periods Ended June 30, 2010, and June 30,
2009
The major changes in specific accounts in our operating statement for the
six month period ended June 30, 2010 as compared to the previous
six month period ended June 30, 2009 are as follows:
Revenue
Revenue for the six month period ended June 30, 2010 was $0.00. Previous
year's revenue for the six months ended June 30, 2009 was $0.00.
Expenses
Listing and share transfer fees decreased from $4,116 during the six month
period of June 2009 to $3,622 for the six month period ending June 30,
2010.
Management fees of $4,961 were incurred during the six months ended
June 30, 2009. $0.00 was paid for the six months ended June 30, 2010.
Professional fees of $4,439 were incurred for the six month period ended
June 30, 2009 as compared to $5,627 for the six months ended June
31, 2010. Included in professional fees to June 30, 2010 were fees of
$655 paid to S N Ventures Inc., a company owned by the Treasurer.
Rent of $2,480 was to paid to JPI during the six month period ended June
30, 2009. $0.00 was paid during the six months ended June 30, 2010.
The net loss for the six month period ended June 30, 2009 was $16,467 or
$0.000636 per share compared to a loss of $8,939 for the six months ended
June 30, 2010 a decrease of $7,528.
.7.
Off-Balance Sheet Arrangements:
We do not have any off balance sheet arrangements that are reasonably likely
to have a current or future effect on our financial condition, revenues,
results of operations, liquidity or capital expenditures.
Contractual Obligations
We have no Contractual obligations.
Liquidity Management:
Liquidity is the ability to meet current and future financial obligations
of a short-term nature. Our primary sources of funds will consist of
management and consulting revenues. During the next twelve months, we will
continue our research into our specific industry, management systems, and
marketing. We have also commenced operations with the creation of our
website and the marketing of our services. As we now longer have cash, we
will be required to issue additional share capital or secure debt financing.
Depending on market conditions, we may be required to pay high rates of
interest on such loans. We believe, we will not have enough cash available
to satisfy our requirements during the next twelve months unless the Company
produces sufficient revenues or we issue additional share capital or secure
debt financing.
As of June 30, 2010, the Company's balance sheet reflects total current
assets of $820 and total current liabilities of $39,404. The Company has
a deficit accumulated in the development stage of $181,260. As stated, we do
not believe we will have sufficient assets or capital resources to pay the
Company's on-going expenses during the next twelve months as well as seek out
business opportunities. The Company has no agreement in place with its
shareholders or other persons to pay expenses on its behalf. Individual
shareholders are under no obligation to pay such expenses.
Operational Matters:
Over the next twelve months, assuming we are able to acquire funding we will
proceed with very limited research, recruitment, and marketing plans.
Our industry research will be ongoing. We will monitor what services our
competitors offer along with their strengths, weaknesses, and fees. We will
also monitor changes in Federal and Provincial legislation, which is likely
to affect our clients and our ability to deliver professional service.
Our recruiting efforts will be to attract and contract with professionals
such as engineers, lawyers, and accountants outside of our company. We will
also recruit prospective employees and professionals to work within our
company. Employees, however, will only be hired as workload demands. As
such we cannot say at this time how many, if any, will be hired during the
next twelve months.
Our marketing objective will be to solicit clients outside and to a lesser
extent inside of Canada. Our marketing may include the use of newspapers
and the internet. We will consider trade journals, various print mediums such
as brochures, and some travel to meet prospective clients. We will change our
website as may be necessary.
Capital Resources and Primary Investing Activities: We do not anticipate any
major investing activities in the next twelve months. Neither do we expect
any major purchases or sales of plant and equipment.
.8.
In addition to the other information set forth in this report, you should
carefully consider the factors discussed in Part II, "Item 6. Risk Factors"
in our Annual Report on Form 10-K for the period ended December 31, 2009,
which could materially affect our business, financial condition or future
results. The risks described in our Annual Report on Form 10-K are not
the only risks that we face. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial also may
materially affect our business, financial condition and/or operating results.
.9.
ITEM 3.QUANTITATIVE AND QUALITIVE DISCLOSURE ABOUT MARKET RISKS
Our Company's financial instruments are not materially impacted by changes
in interest rates.
ITEM 4. CONTROLS AND PROCEDURES
Management's Report on Internal Control over Financial Reporting. Our
Internal control over financial reporting is a process that, under the
supervision of and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, was designed to
provide reasonable assurances regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.
Our internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect our transactions and
dispositions of our assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only
in accordance with authorizations of our management and our trustees;
and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of our
assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the
risk that our controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
As management, it is our responsibility to establish and maintain
adequate internal control over financial reporting. As of June 30,
2010, under the supervision and with the participation of our
management, including our Chief Executive Officer, we evaluated the
effectiveness of our internal control over financial reporting using
criteria established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO"). Based on our evaluation, we concluded that the Company
maintained effective internal control over financial reporting as of
June 30, 2010, based on criteria established in the Internal Control -
Integrated Framework issued by the COSO.
This quarterly report does not include an attestation report of the
company's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to
attestation by the company's registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that
permit the company to provide only management's report in this
quarterly report.
Evaluation of disclosure controls and procedures. As of June 30, 2010,
the Company's chief executive officer and chief financial officer
conducted an evaluation regarding the effectiveness of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) or
15d-15(e) under the Exchange Act. Based upon the evaluation of these
controls and procedures, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures
were effective as of the date of filing this quarterly report applicable
for the period covered by this report.
Changes in internal controls. During the period covered by this report,
no changes occurred in our internal control over financial reporting
that materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
.10.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
31.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports of Form 8-K
No reports were filed on Form 8-K during the first quarter of 2010.
SIGNATURES
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the dates indicated:
SIGNATURE TITLE DATE
/s/ Evan Williams Chief Executive Officer, August 12, 2010
- ----------------- President, Director
Evan Williams
/s/ Solomon Nordine Chief Financial Officer, August 12, 2010
- ------------------- Treasurer, Director
Solomon Nordine
.11.