UNITED STATES
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 September 30, 2010
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to ________
Commission file number: 333-150135
NATIONAL ASSET RECOVERY CORP.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 04-3526451
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)
9000 Burma Road, Suite 103
Palm Beach Gardens, FL 33403
(Address of principal executive offices, including zip code)
(561) 932-1422
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant 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 (Section
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[ ]
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 check if a smaller reporting company)
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 [ ] No [X]
The number of shares outstanding of the registrant's common stock as of
November 1, 2010 was 82,640,000.
<page>
National Asset Recovery Corp.
(A Development Stage Company)
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Page
Balance Sheets - September 30, 2010 (unaudited) and December 31, 2009 3
Statements of Operations - For the nine months ended September 30, 2010
and 2009, and May 27, 2009 (Inception) through September 30, 2010
(unaudited) 4
Statements of Cash Flows - For the nine months ended September 30, 2010
and 2009, and May 27, 2009 (Inception) through September 30, 2010
(unaudited) 5
Notes to Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 17
Item 4T. Controls and Procedures. 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. 18
Item 1A. Risk Factors. 18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 18
Item 3. Defaults Upon Senior Securities. 18
Item 5. Other Information. 19
Item 6. Exhibits. 19
Signature 20
2
<page>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
NATIONAL ASSET RECOVERY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<table>
<s> <c> <c>
September 30, December 31,
2010 2009
--------------- ---------------
ASSETS (Unaudited)
Current Assets:
Cash and Cash Equivalents $406,973 $-
Marketable Securities 100,000
Accounts Receivable - -
--------------- ---------------
Total Current Assets 506,973 -
PROPERTY AND EQUIPMENT, net 18,746 -
Other Assets:
Intangible Asset-Client List 98,183
Deposits and Prepaid Expenses 28,688 -
--------------- ---------------
TOTAL ASSETS $652,590 $-
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable $840 $-
--------------- ---------------
Total Current Liabilities 840 -
--------------- ---------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $.001 par value; 200,000,000 shares
authorized 82,640,000 and -0- shares issued and
outstanding at September 30, 2010 and
December 31, 2009 (respectively) 82,640 -
Additional Paid in Capital 649,505 -
Accumulated Deficit (80,395) -
--------------- ---------------
TOTAL STOCKHOLDERS' EQUITY 651,750 -
--------------- ---------------
TOTAL LIABILITIES & STOCKHOLDERS EQUITY $652,590 $-
=============== ===============
</table>
See accompanying notes to the unaudited Condensed Consolidated
Financial Statements
3
<page>
NATIONAL ASSET RECOVERY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<table>
<s> <c> <c> <c> <c>
Three Months Ended Nine Months Ended
September 30, September 30,
2010 2009 2010 2009
--------------- --------------- --------------- ---------------
Revenue $- $- $- $-
Cost of Sales - - - -
--------------- --------------- --------------- ---------------
Gross Profit - - - -
Selling, General and Administrative Expenses 80,395 - 80,395 -
--------------- --------------- --------------- ---------------
Loss from Operations (80,395) - (80,395) -
--------------- --------------- --------------- ---------------
Other Income (Expense)
Interest Expense - - - -
Interest Income - - - -
--------------- --------------- --------------- ---------------
Total Other Income (Expense) - - - -
--------------- --------------- --------------- ---------------
Loss Before Income Taxes (80,395) - (80,395) -
Income Tax Benefit - - - -
--------------- --------------- --------------- ---------------
Net Loss $(80,395) $- $(80,395) $-
=============== =============== =============== ===============
--------------- --------------- --------------- ---------------
Loss Per Share-Basic and Diluted $(0.00) $- $(0.00) $(0.00)
=============== =============== =============== ===============
Weighted Average Common Shares
Outstanding -Basic and Diluted 82,640,000 1 82,640,000 1
=============== =============== =============== ===============
</table>
See accompanying notes to the unaudited Condensed Consolidated
Financial Statements
4
<page>
NATIONAL ASSET RECOVERY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<table>
<s> <c> <c>
Nine Months Nine Months
Ended Ended
September 30, September 30,
2010 2009
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(80,395) $-
Adjustments to reconcile net loss to net cash used
in operating activities:
Changes in operating assets and liabilities:
Decrease (Increase) in assets:
Prepaid Expenses and Deposits (28,688) -
Intangible Asset Costs (98,183)
Increase (Decrease) in liabilities:
Accounts payable and accrued expenses 840 -
--------------- ---------------
Net Cash Used In Operating Activities (206,426) -
--------------- ---------------
Cash Flows from Investing Activities
Marketable Securities redeemed (purchased) (100,000) -
Fixed Assets Purchased (18,746) -
--------------- ---------------
Net Cash( Used In) Provided by Investing Activities (118,746) -
--------------- ---------------
Cash Flows from Financing Activities
Private Placement-Net of expenses 732,145
Repurchase of Stock -
--------------- ---------------
Net Cash Provided by(Used In) Financing Activities 732,145 -
NET DECREASE IN CASH AND CASH EQUIVALENTS 406,973 -
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - -
--------------- ---------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $406,973 $-
=============== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
Interest paid during the period $4,000 $-
=============== ===============
Income taxes paid during the period $- $-
=============== ===============
</table>
See accompanying notes to the unaudited Condensed Consolidated
Financial Statements
5
<page>
NATIONAL ASSET RECOVERY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
NOTE 1 ORGANIZATION AND CAPITALIZATION
Organization
National Asset Recovery Corporation formally known as Nasus Consulting, Inc.
is a Nevada corporation incorporated in February 2009 and the successor by
merger to a Massachusetts corporation incorporated on August 1, 2000. Prior
to May 27, 2009, the Company provided professional information technology
("IT") services, including software and hardware installation, data
conversion, training, and software product modifications to businesses.
On August 27, 2010, the Company changed its business model to be a
repossession company of motor vehicles, luxury assets and heavy equipment. The
Company's intended clients are proposed to be banks and lenders that have
loaned money to consumers who purchased autos/trucks, airplanes, boats/yachts
and construction equipment. The Company plans to enter the market in Florida
and to expand nationwide with strategic mergers and alliances.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
Interim Consolidated financials statements
The accompanying interim unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 8 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete consolidated financials statements. In our opinion, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three month
and nine month periods ended September 30, 2010 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2010.
While management of the Company believes that the disclosures presented herein
are adequate and not misleading, these interim condensed consolidated
financial statements should be read in conjunction with the audited
consolidated financial statements and the footnotes thereto for the fiscal
year ended December 31, 2009 as filed with the Securities and Exchange
Commission as an exhibit to our Form 10-K.
USE OF ESTIMATES
The preparation of condensed consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the condensed consolidated financial statements and
the reported amount of revenues and expenses during the reported period.
Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original term of
three months or less to be cash equivalents. At September 30, 2010 and
December 31, 2009, the Company had cash equivalents in the amount of
approximately $406,972, and $-0-, respectively, all in low risk investments.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company accounts for the impairment of long-lived assets in accordance
with ASC Topic 360, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of" ("ASC Topic 360") requires write-
downs to be recorded on long-lived assets used in operations when indicators
of impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount.
6
<page>
If the long-lived assets are identified as being planned for disposal or sale,
they would be separately presented in the balance sheet and reported at the
lower of the carrying amount or fair value less costs to sell, and are no
longer depreciated. The assets and liabilities of a disposed group classified
as held for sale would be presented separately in the appropriate asset and
liability sections of the balance sheet. As of September 30, 2010 and 2009
there were no impairments of long-lived assets.
REVENUE RECOGNITION
The Company recognizes revenue in accordance with the Securities and Exchange
Commission, Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition"
("SAB No. 104"). SAB 104 clarifies application of generally accepted
accounting principles related to revenue transactions. The Company also
follows the guidance in ASC Topic 980, Revenue Arrangements with Multiple
Deliverables ("ASC Topic 980"), in arrangements with multiple deliverables.
The Company recognizes revenues when all of the following criteria are met:
(1) persuasive evidence of an arrangement exists, (2) delivery of products and
services has occurred, (3) the fee is fixed or determinable and (4)
collectability is reasonably assured.
The Company receives revenue for recovering assets for secured lenders that
desire to repose boats, cars, planes and heavy equipment. Milestone payments
are recognized as revenue upon achievement of contract-specified events and
when there are no remaining performance obligations.
In certain cases, the Company enters into agreements with customers that
involve the delivery of more than one product or service. Revenue for such
arrangements is allocated to the separate units of accounting using the
relative fair value method in accordance with ASC Topic 980. The delivered
item(s) is considered a separate unit of accounting if all of the following
criteria are met: (1) the delivered item(s) has value to the customer on a
standalone basis, (2) there is objective and reliable evidence of the fair
value of the undelivered item(s) and (3) if the arrangement includes a general
right of return, delivery or performance of the undelivered item(s) is
considered probable and substantially in the control of the vendor. If all the
conditions above are met and there is objective and reliable evidence of fair
value for all units of accounting in an arrangement, the arrangement
consideration is allocated to the separate units of accounting based on their
relative fair values.
There have been no returns through September 30, 2010. Therefore, a sales
return allowance has not been established since management believes returns
will be insignificant.
PROPERTY AND EQUIPMENT
Property and equipment is recorded at cost and depreciated over the estimated
useful lives of the assets using the straight-line method. When items are
retired or otherwise disposed of, income is charged or credited for the
difference between net book value and proceeds realized thereon. Ordinary
maintenance and repairs are charged to expense as incurred, and replacements
and betterments are capitalized.
The range of estimated useful lives used to calculate depreciation for
property and equipment are as follow:
Asset Category Depreciation/Amortization Period
Furniture and Fixture 5 Years
Office equipment 5 Years
Leasehold improvements 2 Years
INCOME TAXES
Deferred income taxes are provided based on the provisions of ASC Topic 740,
"Accounting for Income Taxes", to reflect the tax consequences in future years
of differences between the tax basis of assets and liabilities and their
financial reporting amounts based on enacted tax laws and statutory tax rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized.
7
<page>
Based on its evaluation, the Company concluded that there are no significant
uncertain tax positions requiring recognition in its consolidated financial
statements. The evaluation was performed for the tax years ended December 31
2009, the tax years which remain subject to examination by major tax
jurisdictions as of September 30, 2010.
The Company may from time to time be assessed interest or penalties by major
tax jurisdictions, although any such assessments historically have been
minimal and immaterial to the Company's financial results. In the event the
Company has received an assessment for interest and/or penalties, it has been
classified in the consolidated financial statements as selling, general and
administrative expense.
The Company adopted the provisions of ASC Topic 740; "Accounting For
Uncertainty In Income Taxes-An Interpretation Of ASC Topic 740 ("Topic 740").
Topic 740 contains a two-step approach to recognizing and measuring uncertain
tax positions. The first step is to evaluate the tax position for recognition
by determining if the weight of available evidence indicates it is more likely
than not, that the position will be sustained on audit, including resolution
of related appeals or litigation processes, if any. The second step is to
measure the tax benefit as the largest amount, which is more than 50% likely
of being realized upon ultimate settlement. The Company considers many
factors when evaluating and estimating the Company's tax positions and tax
benefits, which may require periodic adjustments. At September 30, 2010 and
December 31, 2009, the Company did not record any liabilities for uncertain
tax positions.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
maintains cash balances at one financial institution, which is insured by the
Federal Deposit Insurance Corporation ("FDIC"). The FDIC insured institution
insures up to $250,000 on account balances. The amounts that are not insured
by FDIC limitations are held in short-term securities. As of September 30,
2010 and December 31, 2009, there were no uninsured balances. The company has
not experienced any losses in such accounts.
EARNINGS (LOSS) PER SHARE
Earnings (loss) per share is computed in accordance with ASC Topic 260,
"Earnings per Share". Basic earnings (loss) per share is computed by dividing
net income (loss), after deducting preferred stock dividends accumulated
during the period, by the weighted-average number of shares of common stock
outstanding during each period. Diluted earnings per share is computed by
dividing net income by the weighted-average number of shares of common stock,
common stock equivalents and other potentially dilutive securities outstanding
during the period.
ACCOUNTING FOR STOCK-BASED COMPENSATION
The Company applies ASC Topic 718 "Share-Based Payments" ("ASC Topic 718") to
share-based compensation, which requires the measurement of the cost of
services received in exchange for an award of an equity instrument based on
the grant-date fair value of the award. Compensation cost is recognized when
the event occurs. The Black-Scholes option-pricing model is used to estimate
the fair value of options granted.
For the quarters ended September 30, 2010 and year September 30, 2009, the
Company did not grant any stock options.
NON-EMPLOYEE STOCK BASED COMPENSATION
The cost of stock-based compensation awards issued to non-employees for
services are recorded, in accordance with ASC Topic 505- 50 "Equity-Based
Payments to Non-Employees," at either the fair value of the services rendered
or the instruments issued in exchange for such services, whichever is more
readily determinable, using the measurement date guidelines.
COMMON STOCK PURCHASE WARRANTS
The Company accounts for common stock purchase warrants in accordance ASC
Topic 815 "Derivatives and Hedging". The Company classifies as equity any
contracts that (i) require physical settlement or net-share settlement, or
(ii) gives the company a choice of net-cash settlement or settlement in its
own shares (physical settlement or net-share settlement). The Company
classifies as assets or liabilities any contracts that (i) require net-cash
settlement (including a requirement to net cash settle the contract if an
event occurs and if that event is outside the control of the company), or (ii)
give the counterparty a choice of net-cash settlement or settlement in shares
(physical settlement or net-share settlement).
8
<page>
RECLASSIFICATIONS
Certain prior periods' balances have been reclassified to conform to the
current period's financial statement presentation. These reclassifications had
no impact on previously reported results of operations or stockholders'
equity.
RECENT ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 2010-06, "Fair Value Measurements and
Disclosures," which amends the disclosure requirements related to recurring
and nonrecurring fair value measurements. The guidance requires disclosure of
transfers of assets and liabilities between Level 1 and Level 2 of the fair
value measurement hierarchy, including the reasons and the timing of the
transfers and information on purchases, sales, issuance, and settlements on a
gross basis in the reconciliation of the assets and liabilities measured under
Level 3 of the fair value measurement hierarchy. The guidance is effective for
annual and interim reporting periods beginning after December 15, 2009, except
for Level 3 reconciliation disclosures which are effective for annual and
interim periods beginning after December 15, 2010. The Company adopted these
amendments in the first quarter of 2010 and the adoption did not have a
material impact on the disclosures in the Company's consolidated financial
statements.
In September 2009, the FASB issued ASU 2009-17, Improvements to Financial
Reporting by Enterprises Involved with Variable Interest Entities, which
changes various aspects of accounting for and disclosures of interests in
variable interest entities. ASU 2009-17 is effective for interim and annual
periods beginning after November 15, 2009. The Company adopted these
amendments in the first quarter of 2010 and the adoption did not have a
material impact on the Company's consolidated financial statements.
In September 2009, the Financial Accounting Standards Board ("FASB") issued
authoritative guidance on accounting for transfers of financial assets. This
guidance was issued to improve the relevance, representational faithfulness,
and comparability of the information that a reporting entity provides in its
financial statements about a transfer of financial assets; the effects of a
transfer on its financial position, financial performance, and cash flows; and
a transferor's continuing involvement, if any, in transferred financial
assets. This guidance is effective for fiscal years and interim periods
beginning after November 15, 2009. The adoption of this statement did not
have a material effect on the Company's consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In July 2010, the Financial Accounting Standards Board ("FASB") issued new
accounting guidance that will require additional disclosures about the credit
quality of loans, lease receivables and other long-term receivables and the
related allowance for credit losses. Certain additional disclosures in this
new accounting guidance will be effective for the Company on December 31, 2010
with certain other additional disclosures that will be effective on March 31,
2011. The Company does not expect the adoption of this new accounting guidance
to have a material impact on its consolidated financial statements.
In April 2010, the FASB issued ASU 2010-13, "Compensation - Stock Compensation
(Topic 718) - Effect of Denominating the Exercise Price of a Share-Based
Payment Award in the Currency of the Market in Which the Underlying Equity
Security Trades." ASU 2010-13 provides amendments to Topic 718 to clarify that
an employee share-based payment award with an exercise price denominated in
the currency of a market in which a substantial portion of the entity's equity
securities trades should not be considered to contain a condition that is not
a market, performance, or service condition. Therefore, an entity would not
classify such an award as a liability if it otherwise qualifies as equity. The
amendments in ASU 2010-13 are effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2010 and are not
expected to have a significant impact on the Company's consolidated financial
statements.
In March 2010, the FASB issued ASU No. 2010-11, "Derivatives and Hedging
(Topic 815) - Scope Exception Related to Embedded Credit Derivatives." ASU
2010-11 clarifies that the only form of an embedded credit derivative that is
exempt from embedded derivative bifurcation requirements are those that relate
to the subordination of one financial instrument to another. As a result,
entities that have contracts containing an embedded credit derivative feature
in a form other than such subordination may need to separately account for the
embedded credit derivative feature. The provisions of ASU 2010-11 will be
effective on July 1, 2010 and are not expected to have a significant impact on
the Company's consolidated financial statements.
9
<page>
In October 2009, the FASB issued ASU No. 2009-14, "Software (Topic 985) -
Certain Revenue Arrangements That Include Software Elements (A Consensus of
the FASB Emerging Issues Task Force)". ASU 2009-14 requires tangible products
that contain software and non-software elements that work together to deliver
the products essential functionality to be evaluated under the accounting
standard regarding multiple deliverable arrangements. This standard update is
effective January 1, 2011 and may be adopted prospectively for revenue
arrangements entered into or materially modified after the date of adoption or
retrospectively for all revenue arrangements for all periods presented. The
Company does not expect that this standard update will have a significant
impact on its consolidated financial statements.
In September 2009, the FASB issued certain amendments as codified in ASC Topic
605-25, "Revenue Recognition; Multiple-Element Arrangements." These
amendments provide clarification on whether multiple deliverables exist, how
the arrangement should be separated, and the consideration allocated. An
entity is required to allocate revenue in an arrangement using estimated
selling prices of deliverables in the absence of vendor-specific objective
evidence or third-party evidence of selling price. These amendments also
eliminate the use of the residual method and require an entity to allocate
revenue using the relative selling price method. The amendments significantly
expand the disclosure requirements for multiple-deliverable revenue
arrangements. These provisions are to be applied on a prospective basis for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after September 15, 2010, with earlier application permitted.
The Company will adopt the provisions of these amendments in its fiscal year
2011 and is currently evaluating the impact of these amendments to its
consolidated financial statements.
Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies that do not require adoption until a future
date are not expected to have a material impact on the consolidated financial
statements upon adoption.
NOTE 3 INCOME TAXES
As of September 30, 2010 and December 31, 2009 the Company had Federal and
state net operating losses of approximately $80,395 and $-0-, that are
subject to limitations. The losses are available to offset future income. The
net operating loss carry forwards will expire in various years through 2028
subject to limitations of Section 382 of the Internal Revenue Code, as
amended. The Company has provided a valuation reserve against the full amount
of the net operating loss benefit, because in the opinion of management based
upon the earning history of the Company, it is more likely than not that the
benefits will not be realized.
The Company adopted ASC 740 which requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statement or tax returns. Under this
method, deferred tax liabilities and assets are determined based on the
difference between Consolidated Financial Statements and tax bases of assets
and liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Temporary differences between taxable
income reported for financial reporting purposes and income tax purposes are
insignificant.
The Tax Reform Act of 1986 imposed substantial restrictions on the utilization
of net operating losses and tax credits in the event of an "ownership change",
as defined by the Internal Revenue Code. Federal and state net operating
losses are subject to limitations as a result of these restrictions. The
Company experienced a substantial change in ownership exceeding 50%. As a
result, the Company's ability to utilize its net operating losses against
future income has been significantly reduced.
The temporary differences that give rise to deferred tax assets and
liabilities are as follows:
September 30, December 31,
2010 2009
Deferred tax asset due net operating losses $27,000 $-0-
Less: Valuation allowance (27,000 ) (0)
Net deferred tax asset $0 $0
10
<page>
In assessing the amount of deferred tax asset to be recognized, management
considers whether it is more likely than not that some of the losses will be
used in the future. Management expects that they will not have benefit in the
future. Accordingly, a full valuation allowance has been established.
NOTE 4- FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist primarily of cash, cash
equivalents, and marketable securities, accounts receivable, accounts payable,
accrued expenses, and debt. The carrying amounts of such financial instruments
approximate their respective estimated fair value due to the short-term
maturities and/or approximate market interest rates of these instruments. The
estimated fair value is not necessarily indicative of the amounts the Company
would realize in a current market exchange or from future earnings or cash
flows.
The Company adopted Statement of ASC Topic 820 Fair Value Measurements ("ASC
Topic 820"), which defines fair value, establishes a framework for measuring
fair value, and expands disclosures about fair value measurements. The
standard provides a consistent definition of fair value which focuses on an
exit price that would be received upon sale of an asset or paid to transfer a
liability in an orderly transaction between market participants at the
measurement date. The standard also prioritizes, within the measurement of
fair value, the use of market-based information over entity specific
information and establishes a three-level hierarchy
for fair value measurements based on the nature of inputs used in the
valuation of an asset or liability as of the measurement date.
The three-level hierarchy for fair value measurements is defined as follows:
* Level 1 - inputs to the valuation methodology are quoted prices
(unadjusted) for identical assets or liabilities in active markets;
* Level 2 - inputs to the valuation methodology include quoted prices for
similar assets and liabilities in active markets, and inputs that are
observable or the asset or liability other than quoted prices, either directly
or indirectly including inputs in markets that are not considered to be
active;
* Level 3 - inputs to the valuation methodology are unobservable and
significant to the fair value measurement
Assets measured at fair value on a recurring basis are summarized below:
<table>
<s> <c> <c> <c> <c>
Fair value measurement at reporting date using
Description September 30, Quoted Prices in Active Significant Other Significant
2010 Markets for Identical Assets Observable Inputs Unobservable Inputs
(Level 1) (Level 2) (Level 3)
Assets
Cash and Cash Equivalents:
Bank Accounts $406,973 $406,973 - -
Marketable securities:
Common Stock 100,000 100,000
Preferred/Fixed
Rate Cap
Securities
Total Assets $506,973 $506,973 - -
</table>
No other than temporary impairments were recognized for the quarter ended
September 30, 2010 and the year ended December 31, 2009.
11
<page>
NOTE 5 - CAPITAL STOCK AND EQUITY AND BOARD OF DIRECTORS CHANGE
On August 27, 2010, the Company issued an aggregate of 3,020,367 shares of
common stock to a total of 15 individuals for gross proceeds of $1,663,557.75.
The Company sold these shares of common stock pursuant to the registration
exemption afforded the Company under Regulation S promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), due to the facts
that all of the purchasers were non-US residents and the Company did not
solicit individuals or advertise the offering of securities.
On August 27, 2010, the Company issued an aggregate of 20,000,000 to William
G. Forhan in consideration for services rendered to the Company. The shares
were issued pursuant to the registration exemption afforded the Company under
Section 4(2) of the Securities Act due to the fact that the issuance did not
involve a public offering of securities and was made to one individual.
On August 27, 2010, the Company issued an aggregate of 20,000,000 to DewFish
and Company, Inc. in consideration for services rendered to the Company. The
shares were issued pursuant to the registration exemption afforded the Company
under Section 4(2) of the Securities Act due to the fact that the shares were
issued for services rendered, the issuance did not involve a public offering
of securities and was made to one entity.
On August 27, 2010, the Company issued an aggregate of 20,000,000 to Ralph
Oelbermann in consideration for consulting services rendered to the Company.
The shares were issued pursuant to the registration exemption afforded the
Company under Section 4(2) of the Securities Act due to the fact that the
shares were issued for services rendered, the issuance did not involve a
public offering of securities and was to one individual.
As a result of the Company issuing a total of 60,000,000 shares of common
stock as reported in Item 3.02 above which is incorporated by reference
herein, there was in effect, a change of control of the Company. The persons
who acquired such control are William G. Forhan, DewFish and Company, Inc. and
Ralph Oelbermann, each beneficially owning approximately 23.35% of the
Company's common stock and together, approximately 70.04%.
In connection with the August 27, 2010 change of control Oleksandr Shalash,
John Jenkins and Thomas Kellgren each resigned from the Board of Directors of
the Company. John Jenkins also resigned as the Company's Chief Executive
Officer and Chief Financial Officer, and Robert Ogden resigned as the
Company's Treasurer and Secretary. There were no disagreements between the
Company and any of the directors or officers who resigned.
Upon the aforementioned resignations, William G. Forhan, Robert Kuechenberg,
Brad Shrader and Steven York were subsequently elected as the Company's
directors by majority consent of the common stockholders. The Board of
Directors then appointed Mr. Forhan as the Company's Chief Executive Officer
and Chief Financial Officer, and Mr. Brad Shrader as the Company's Chief
Operating Officer.
Common Stock
The Company had 200,000,000 shares of $.001 par value common stock authorized
as of September 30, 2010 and December 31, 2009. Total shares issued and
outstanding were 82,640,000 as of September 30, 2010 and 22,640,000 as of
December 31, 2009.
Options
As of September 30, 2010 and December 31, 2009, no options to purchase common
stock of the Company were issued and outstanding
NOTE 6 - COMMITMENTS AND CONTINGENCIES
The Company's executive and operations offices are located in Palm Beach
Gardens, Florida. The Company pays rent on a monthly basis of $10,859 per
month. The current lease arrangement expires on September 30, 2011.
The Company entered into various consulting agreements related to services to
be rendered by the consultants. The agreements are on a month to month basis.
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NOTE 9 - PROPERTY AND EQUIPMENT
Property and Equipment consist of the following:
<table>
<s> <c> <c> <c>
Property and Equipment: Estimated Life September 30, 2010 December 31, 2009
Computer and software 5 Years 18,749 -0-
Total Property and Equipment $18,749 -0-
Accumulated Depreciation (0) (0)
Total Property and Equipment, Net $18,749 -0-
</table>
NOTE 7: SUBSEQUENT EVENTS
The Company has evaluated all subsequent events through the filing date of
this Form 10-Q for appropriate accounting and disclosures.
On October 19, 2010, National Asset Recovery Corp., a Nevada corporation (the
"Company"), entered into an Asset Purchase Agreement (the "Agreement") with
Advanced Recovery Florida, a sole proprietorship, and Michael James Blackburn,
the owner of Advanced Recovery Florida (the "Owner").
Pursuant to the Agreement, the Company purchased 100% of the assets and
certain liabilities of Advanced Recovery Florida in consideration of an
aggregate of 625,000 full paid and non-assessable shares of Common Stock of
the Company (the "Shares"), which represent approximately 0.7% of the issued
and outstanding shares of Common Stock of the Company.
1 The Company's Shares shall be deemed to constitute $250,000. The
number of shares is based at $0.40 per share, totaling 625,000 shares. All of
the shares are deemed to be "restricted" as that term is defined in the
Securities Act of 1933, as amended. If the closing price of the Company's
Common Stock is such that the value of the Shares is less than $120,000 on the
date which is six months after the issuance date (or next trading day in the
event such date is a weekend day or holiday), the Company shall purchase an
aggregate of 300,000 shares of the Shares for $120,000. Also, if the closing
price of the Company's shares of Common Stock on the date which is eight
months after issuance (or next trading day in the event such date is a weekend
day or holiday) is less than $0.40 per share, the Company shall issue
additional shares of Common Stock to render the market value of the unsold
Shares to be equal to $0.40 per share, up to an aggregate of $250,000. If NARC
files for bankruptcy protection within the first 8 months then the Owner will
receive all equipment returned and the leased buildings must be vacated
immediately.
2 The Owner shall hold a lien(s) on the equipment that is to be
transferred to the Company pursuant to the Agreement. The Owner shall perfect
the lien(s) with the State of Florida. Once all terms of the above paragraph
are met, the Owner shall issue a release of all liens on the equipment that is
to be transferred to the Company.
3 The closing of the transaction shall take place at 10:00 a.m. Eastern
Time on the day all of the closing conditions set forth in the Agreement have
been satisfied or waived, or at such other time and date as the parties shall
agree in writing, at the offices of executive offices of the Company, or at
another mutually agreed upon time and place.
One of the conditions to closing is that the Company shall have entered into a
three-year employment agreement with the Owner pursuant to which the Owner
shall serve as the Manager of the Company and shall receive a salary of
$80,000 per year.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Background and Current Operations
National Asset Recovery Corp (the "Company," "we," "us," or "our") is a Nevada
corporation incorporated in February 2009 under the name "Nasus Consulting,
Inc." and the successor by merger to a Massachusetts corporation incorporated
on August 1, 2000.
On October 1, 2010, the Company changed its name from Nasus Consulting, Inc.
to National Asset Recovery Corp.
On August 27, 2010, the Company changed its business model to be a
repossession company of motor vehicles, luxury assets and heavy equipment. The
Company's intended clients are proposed to be banks and lenders that have
loaned money to consumers who purchased autos/trucks, airplanes, boats/yachts
and construction equipment. The Company plans to enter the market in Florida
and to expand nationwide with strategic mergers and alliances. To date, we
have $652,590 in assets and a stockholders' equity of $651,750 and have not
generated any revenues.
From May 27, 2009 to April 27, 2010, the Company was a development stage
company engaged in the development of a range of Massively Multiplayer Online
virtual reality experiences for on-line internet entertainment, education,
social and business interactive purposes. Prior to May 27, 2009, the Company
provided professional information technology ("IT") services, including
software and hardware installation, data conversion, training, and software
product modifications to businesses.
On August 27, 2010, the Board of Directors appointed William G. Forhan as a
director of the Company. Oleksandr Shalash, John Jenkins and Thomas Kellgren
then resigned from the Board of Directors of the Company. John Jenkins also
resigned as the Company's Chief Executive Officer and Chief Financial Officer,
and Robert Ogden resigned as the Company's Treasurer and Secretary. William
G. Forhan was then appointed as the Company's Chairman, Chief Executive
Officer and Chief Financial Officer. There were no disagreements between the
Company and any of the directors or officers who resigned.
On August 27, 2010, the Company issued an aggregate of 3,020,367 shares of
common stock to a total of 15 individuals for gross proceeds of $1,663,557.75.
The Company sold these shares of common stock pursuant to the registration
exemption afforded the Company under Regulation S promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), due to the facts
that all of the purchasers were non-US residents and the Company did not
solicit individuals or advertise the offering of securities.
On August 27, 2010, the Company issued an aggregate of 20,000,000 to William
G. Forhan in consideration for services rendered to the Company. The shares
were issued pursuant to the registration exemption afforded the Company under
Section 4(2) of the Securities Act due to the fact that William G. Forhan is
the Chief Executive Officer and Director of the Company.
On August 27, 2010, the Company issued an aggregate of 20,000,000 to DewFish
and Company, Inc. in consideration for services rendered to the Company. The
shares were issued pursuant to the registration exemption afforded the Company
under Section 4(2) of the Securities Act due to the fact that the shares were
issued for services rendered and the issuance did not involve a public
offering of securities.
On August 27, 2010, the Company issued an aggregate of 20,000,000 to Ralph
Oelbermann in consideration for consulting services rendered to the Company.
The shares were issued pursuant to the registration exemption afforded the
Company under Section 4(2) of the Securities Act due to the fact that the
shares were issued for services rendered, the issuance did not involve a
public offering of securities and was to one individual.
As a result of the Company issuing a total of 60,000,000 shares of common
stock as reported above, was in effect, a change of control of the Company.
The persons who acquired such control are William G. Forhan, DewFish and
Company, Inc. and Ralph Oelbermann, each beneficially owning approximately
24.2% of the Company's common stock and together, approximately 72.6%.
In connection with the August 27, 2010 change of control as described above,
all of the Company's assets were transferred to Idea Fabrik SA, a business
entity domiciled in Luxembourg ("Idea Fabrik"). In consideration for the asset
transfer, Idea Fabrik agreed to cancel all debts of the Company which were
evidenced by promissory notes held by Idea Fabrik. Idea Fabrik further agreed
to assume certain debts of the Company evidenced by promissory notes held by
Mr. Thomas Kellgren, a former director of the Company. The Company obtained a
signed general release for each debt that was cancelled or transferred.
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Results of Operations
For the Three and Nine Months Ended September 30, 2010 Compared to Three and
Nine Months Ended September 30, 2009
Assets
At September 30, 2010, we had total assets of $652,590, compared to $109,174
compared to December 31, 2009. Total assets at September 30, 2010 consisted
of $406,973 in cash on hand and $100,000 in securities, prepaid expenses of
$28,688 and client list of $98,183. Total assets at December 31,2009 consisted
of $99,174 in cash on hand and $10,000 in prepaid expenses.
Liabilities
Our total liabilities were $840 at September 30, 2010 compared to $780,863 at
December 31, 2009. The decrease was primarily due to the forgiveness of debt
from shareholders at the time of transfer of ownership to National Asset
Recovery Corp.
Total Stockholders' Equity
Our stockholders' equity was $651,750 at September 30, 2010 compared to
$(671,689) at December 31, 2009. The increase was due to transfer of ownership
to National Asset Recovery Corp. and the stock offering
Revenues
Revenues for the three and nine months ended September 30, 2010 were $0
compared to $0 for the three and nine months ended September 30, 2009.
Cost of Sales
Cost of Sales for the three and nine month periods ended September 30, 2009
and 2010 were zero.
Expenses
The total General and Administrative (G&A) expenses for the three and nine
months ended September 30, 2010 were $80,395, as compared to $242,327 for the
three and nine months ended September 30, 2009. G&A expenses primarily
consist of office rent, payroll, telephone charges and professional fees.
Net Losses
Net losses from operations for the three and nine months ended September 30,
2010 were $(80,395) and compared to a net loss of $(242,327) for the three and
nine months ended September 30, 2009. The reduction in losses for the three
months ended September 30, 2010 are due primarily to lower operating expenses.
Since the Company's inception, it has incurred $(305,358) in net losses.
Liquidity and Capital Resources
Our financial statements as presented in Item 1 of this report have been
prepared in conformity with US GAAP, which contemplate our continuation.
However, the report of our independent registered public accounting firm on
our financial statements, as of and for the year ended December 31, 2009,
contains an explanatory paragraph expressing substantial doubt as to our
ability to continue.
15
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As of September 30, 2010, we had $406,973 in cash to date, we have funded our
operations through a private placement as discuss above and short-term notes
payable with related parties. The capital required to execute our total
business vision and objectives is significant. In 2010, we continue to be
engaged in efforts to raise capital to fund the working capital requirements
and product development necessary to meet our product business objectives. At
present, we have been successful in raising net of expenses $732,000. At
this time, there is no assurance that we will be successful in raising
additional capital that is required to execute our product development and
commercialization plans.
Cash and Cash Flows
Our cash and cash equivalents at September 30, 2010 were $406,973 as compared
to $-0- at December 31, 2009 For the nine months ended September 30, 2010, net
cash used in operations was approximately $206,426, which was primarily
attributable to the net loss for this period of $80,395. For this same
period, last year there was no activity in the Company.
We had cash flows investments from investing activities for the nine months
ended September 30, 2010 or 2009. For the nine months ended September 30,
2010, net cash provided by financing activities was $732,145and was comprised
of proceeds from the previously discussed private placement.
Contractual Obligations
We had no contractual obligations at September 30, 2010 for any payables.
The company completed an equity of $732,145.
ALL TRANSACTIONS BELOW WERE FORGIVEN WITH THE NEW CONTROL OF CORPORATION
PLEASE REMOVE DATA BELOW.
Note Holder Principal plus Due Date
Accrued Interest
Director investor $35,752 October 31, 2010
Director investor 18,417 October 31, 2010
Director investor 27,043 October 31, 2010
Director investor 53,084 September 30, 2010
134,296
Idea Fabrik 107,370 October 31, 2010
Idea Fabrik 107,040 October 31, 2010
Idea Fabrik 212,475 September 28, 2010
Idea Fabrik 18,791 September 30, 2010
Idea Fabrik 8,490 October 2, 2010
Idea Fabrik 104,757 November 30, 2010
Idea Fabrik 104,086 December 24, 2010
Idea Fabrik 51,544 February 12, 2011
Idea Fabrik 10,176 April 13, 2011
Idea Fabrik 23,041 July 10, 2011
747,770
$882,066
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Critical Accounting Policies
Accounting Policies and Estimates
The preparation of our consolidated financials statements in conformity with
accounting principles generally accepted in the United States of America
requires our management to make certain estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financials statements
and the reported amounts of revenues and expenses during the reporting period.
Our management periodically evaluates the estimates and judgments made.
Management bases its estimates and judgments on historical experience and on
various factors that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates as a result of different
assumptions or conditions.
As such, in accordance with the use of accounting principles generally
accepted in the United States of America, our actual realized results may
differ from management's initial estimates as reported. A summary of
significant accounting policies are detailed in notes to the consolidated
financials statements which are an integral component of this filing.
Revenue Recognition
The Company recognizes revenue in accordance with the Securities and Exchange
Commission, Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition"
("SAB No. 104"). SAB 104 clarifies application of generally accepted
accounting principles related to revenue transactions. The Company also
follows the guidance in FASB Accounting Standards Codification (ASC) Topic
605-25, Revenue Arrangements with Multiple Deliverables (formerly "EITF Issue
No. 00-08-1"), in arrangements with multiple deliverables.
The Company recognizes revenues when all of the following criteria are met:
(1) persuasive evidence of an arrangement exists, (2) delivery of products and
services has occurred, (3) the fee is fixed or determinable and (4)
collectability is reasonably assured.
The Company receives revenue for consulting services, equipment sales,
contractual services, and maintenance agreements. Revenue for consulting
services is recognized as the services are provided to customers.. Milestone
payments are recognized as revenue upon achievement of contract-specified
events and when there are no remaining performance obligations.
Revenues from equipment sales and installation are recognized when equipment
delivery and installation have occurred, and when collectability is reasonably
assured.
In certain cases, the Company enters into agreements with customers that
involve the delivery of more than one product or service. Revenue for such
arrangements is allocated to the separate units of accounting using the
relative fair value method in accordance with ASC Topic No. 605-25. The
delivered item(s) is considered a separate unit of accounting if all of the
following criteria are met: (1) the delivered item(s) has value to the
customer on a standalone basis, (2) there is objective and reliable evidence
of the fair value of the undelivered item(s) and (3) if the arrangement
includes a general right of return, delivery or performance of the undelivered
item(s) is considered probable and substantially in the control of the vendor.
If all the conditions above are met and there is objective and reliable
evidence of fair value for all units of accounting in an arrangement, the
arrangement consideration is allocated to the separate units of accounting
based on their relative fair values.
Explicit return rights are not offered to customers; however, the Company may
accept returns in limited circumstances. There have been no returns through
September 30, 2010. Therefore, a sales return allowance has not been
established since management believes returns will be insignificant.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide the information
under this item.
Item 4T. Controls and Procedures.
a) Evaluation of Disclosure Controls and Procedures
Our principal executive officer and our principal financial officer, evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as amended ("Exchange Act"), as of the last
day of the fiscal period covered by this report, September 30, 2010. The term
disclosure controls and procedures means our controls and other procedures
that are designed to ensure that information required to be disclosed by us in
the reports that we file or submit under
17
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the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to
management, including our principal executive and principal financial officer,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
We are responsible for establishing and maintaining disclosure controls and
procedures that are designed to ensure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to our management,
including our Chief Executive and Financial Officer (the "Certifying Officer")
to allow timely decisions regarding required disclosure.
Our Certifying Officer evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Exchange Act as of
September 30, 2010. Based on this evaluation, our Certifying Officer
concluded that our disclosure controls and procedures were effective as of
this date.
b) Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during
the quarter ended September 30, 2010 that materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION.
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to provide the information
under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On August 27, 2010, the Company issued an aggregate of 3,020,367 shares of
common stock to a total of 15 individuals for gross proceeds of $1,663,557.75.
The Company sold these shares of common stock pursuant to the registration
exemption afforded the Company under Regulation S promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), due to the facts
that all of the purchasers were non-US residents and the Company did not
solicit individuals or advertise the offering of securities.
On August 27, 2010, the Company issued an aggregate of 20,000,000 to William
G. Forhan in consideration for services rendered to the Company. The shares
were issued pursuant to the registration exemption afforded the Company under
Section 4(2) of the Securities Act due to the fact that William G. Forhan is
the Chief Executive Officer and Director of the Company.
On August 27, 2010, the Company issued an aggregate of 20,000,000 to DewFish
and Company, Inc. in consideration for services rendered to the Company. The
shares were issued pursuant to the registration exemption afforded the Company
under Section 4(2) of the Securities Act due to the fact that the shares were
issued for services rendered and the issuance did not involve a public
offering of securities.
On August 27, 2010, the Company issued an aggregate of 20,000,000 to Ralph
Oelbermann in consideration for consulting services rendered to the Company.
The shares were issued pursuant to the registration exemption afforded the
Company under Section 4(2) of the Securities Act due to the fact that the
shares were issued for services rendered, the issuance did not involve a
public offering of securities and was to one individual.
Item 3. Defaults Upon Senior Securities.
None.
18
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Item 5. Other Information.
None.
Item 6. Exhibits.
The exhibits identified below are filed as part of this report:
EXHIBIT # DESCRIPTION
3.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 to
the Registrant's Registration Statement on Form S-1 filed on April 7, 2008)
3.2 Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K filed on April 8, 2009)
3.3 Certificate of Amendment to Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K filed
on April 8, 2009)
3.4 Certificate of Amendment to Articles of Incorporation, dated October 1,
2010
31.1 Certification of Chief Executive and Chief Financial Officer Pursuant to
Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1 Certification of Chief Executive and Chief Financial Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States Code
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SIGNATURES
Pursuant to the requirements 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.
NATIONAL ASSET RECOVERY CORP.
Dated: November 2, 2010 By: /s/ WILLIAM G. FORHAN
William G. Forhan
Chief Executive and Chief Financial Officer
(Principal Executive and Financial Officer)
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