UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
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 333-173222
GENERAL CLEANING AND MAINTENANCE
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(Exact name of registrant as specified in its charter)
Nevada 27-3088652
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
412 Martha St., Las Vegas, NV 89110
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (702) 733-9361
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 |_| No |X|
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 definition of "accelerated filer and large accelerated filer" in Rule
12b-2 of the Exchange Act (Check one).
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller Reporting Company |X|
(Do not 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). Yes |X| No |_|
As of August 22, 2011, the registrant had 24,000,000 shares of its $0.001 par
value Common Stock issued and outstanding.
Table of Contents
General Cleaning and Maintenance
Index to Form 10-Q
For the Quarterly Period Ended June 30, 2011
Part I. Financial Information
Page
Item 1. Financial Statements
Balance Sheets as of June 30, 2011 and September 30, 2010 3
Statements of Operations for the three and nine months
ended June 30, 2011 and from Inception (April 26, 2010) to
June 30, 2011 4
Statements of Cash Flows for the nine months ended June 30, 2011
and from Inception (April 26, 2010) to June 30 , 2011 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Item 4. Controls and Procedures 16
Part II Other Information
Item 1. Legal Proceedings 20
Item 1A. Risk Factors 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information 20
Item 6. Exhibits 21
Signatures 22
2
Part I. Financial Information
Item 1. Financial Statements
General Cleaning and Maintenance
(A Development Stage Company)
Balance Sheets
June 30 , September 30,
2011 2010
------------- -------------
(Unaudited) (Audited)
Assets
Current assets:
Cash and cash equivalents $ 7,050 $ 9,800
Prepaid expense 2,500 10,000
------------- -------------
Total current assets 9,550 19,800
------------- -------------
Total assets $ 9,550 $ 19,800
============= =============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ - $ -
------------- -------------
Total current liabilities - -
Stockholders' equity:
Common stock, $0.001 par value, 75,000,000
shares authorized, 24,000,000 and 20,000,000
issued and outstanding as of 6/30/11
and 9/30/10, respectively 24,000 20,000
Deficit accumulated during development
stage (14,450) (200)
------------- -------------
Total stockholders' equity 9,550 19,800
------------- -------------
Total liabilities and stockholders' equity $ 9,550 $ 19,800
============= =============
The accompanying notes are an integral part of these financial statements.
3
General Cleaning and Maintenance
(A Development Stage Company)
Statement of Operations
(Unaudited)
For the three For the nine From Inception
months ended months ended (April 26, 2010)
June 30, June 30, June 30,
2011 2011 2011
---------------- ---------------- ----------------
Revenue $ - $ - $ -
---------------- ---------------- ----------------
Expenses:
Audit fees 1,750 6,750 6,750
General & administrative - - 200
Legal fees 2,500 7,500 7,500
---------------- ---------------- ----------------
Total expenses 4,250 14,250 14,450
---------------- ---------------- ----------------
Net loss $ (4,250) $ (14,250) $ (14,450)
================ ================ ================
Weighted average number of
common shares outstanding
Basic 24,000,000 23,029,304
================ ================
Net loss per share $ (0.00) $ (0.00)
================ ================
The accompanying notes are an integral part of these financial statements.
4
General Cleaning and Maintenance
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
For the nine From Inception
months ended (April 26, 2010)
June 30, to June 30,
2011 2011
---------------- ----------------
Operating activities:
Net loss $ (14,250) $ (14,450)
Change in operating assets and liabilities:
(Increase) decrease in prepaid expense 7,500 (2,500)
---------------- ----------------
Net cash used by operating activities (6,750) (16,950)
---------------- ----------------
Financing activities:
Issuance of common stock 4,000 24,000
---------------- ----------------
Net cash provided by financing activities 4,000 24,000
---------------- ----------------
Net increase in cash (2,750) 7,050
Cash - beginning of the period 9,800 -
---------------- ----------------
Cash - end of the period $ 7,050 $ 7,050
================ ================
Supplemental disclosures:
Interest paid $ - $ -
Income taxes paid $ - $ -
Non-cash transactions $ - $ -
The accompanying notes are an integral part of these financial statements.
5
General Cleaning and Maintenance
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011
(Unaudited)
NOTE 1. FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at June 30, 2011 and for
all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It
is suggested that these financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
September 30, 2010 audited financial statements filed therewith along with
the amended S-1 registration statement. Operating results for the nine
months ended June 30, 2011 are not necessarily indicative of the
results that may be expected for the year ending September 30, 2011. The
Company is a development stage company, as defined in FASB ASC 915
"Development Stage Entities."
NOTE 2. - GOING CONCERN
These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. The Company has an
accumulated deficit since inception of $14,450. The Company has not
generated any revenues to date, and its ability to continue as a going
concern is contingent upon the successful completion of additional financing
arrangements and its ability to achieve and maintain profitable operations.
Management plans to raise equity capital to finance the operating and capital
requirements of the Company. Amounts raised will be used for further
development of the Company's products, to provide financing for marketing and
promotion and for other working capital purposes. While the Company is
putting forth its best efforts to achieve the above plans, there is no
assurance that any such activity will generate funds that will be available
for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments relating to the recoverability and classification of recorded
asset amounts, or amounts and classification of liabilities that might result
from this uncertainty.
6
General Cleaning and Maintenance
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011
(Unaudited)
NOTE 3. - SIGNIFICANT ACCOUNTING POLICIES
The relevant accounting policies are listed below.
Basis of Accounting
-------------------
The basis is United States generally accepted accounting principles.
Cash and Cash Equivalents
-------------------------
The Company considers all short-term investments with a maturity of three
months or less at the date of purchase to be cash and cash equivalents.
Use of Estimates
----------------
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of
the financial statements and revenues and expenses during the reported
period. Actual results could differ from those estimates.
Advertising
-----------
Advertising costs are expensed when incurred. The Company has not incurred
any advertising expenses since inception.
Income Taxes
------------
The provision for income taxes is the total of the current taxes payable
and the net of the change in the deferred income taxes. Provision is made
for the deferred income taxes where differences exist between the period
in which transactions affect current taxable income and the period in
which they enter into the determination of net income in the
financial statements.
Year end
--------
The Company's fiscal year-end is September 30.
Prepaid Expense
---------------
The Company prepaid its legal fees with regards to the preparation and
filing of its Registration Statement on Form S-1.
7
General Cleaning and Maintenance
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011
(Unaudited)
Recent Accounting Pronouncements
--------------------------------
The Company's management has evaluated all the recently issued accounting
pronouncements through the filing date of these financial statements and does
not believe that any of these pronouncements will have a material impact on
the Company's financial position and results of operations.
NOTE 4. - Stockholders' Equity
The Company is authorized to issue 75,000,000 shares of its $0.001 par value
common stock.
On April 26, 2010, the Company's founder purchased 20,000,000 shares of the
Company's $0.001 par value common stock in exchange for cash of $20,000.
In December 2010, the Company completed a Regulation S offering in which
it sold 4,000,000 shares of the Company's $0.001 par value common stock in
exchange for cash of $4,000.
There have been no other issuances of common stock.
NOTE 5. Related Party Transactions
On April 26, 2010, the Company's founder purchased 20,000,000 shares of the
Company's $0.001 par value common stock in exchange for cash of $20,000.
The Company does not lease or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information
This Quarterly Report on Form 10-Q contains forward-looking statements.
These forward-looking statements include statements of the Company's plans,
objectives, expectations, estimates and intentions, which are subject to
change based on various important factors (some of which are beyond the
Company's control). The following factors, in addition to others not listed,
could cause the Company's actual results to differ materially from those
expressed in forward looking statements: the strength of the domestic and
local economies in which the Company conducts operations, the impact of
current uncertainties in global economic conditions and the ongoing financial
crisis affecting the domestic and foreign banking system and financial
markets, including the impact on the Company's suppliers and customers,
changes in client needs and consumer spending habits, the impact of
competition and technological change on the Company, the Company's ability to
manage its growth effectively, including its ability to successfully
integrate any business which it might acquire, and currency fluctuations. All
forward-looking statements in this report are based upon information
available to the Company on the date of this report. The Company undertakes
no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events, or otherwise, except
as required by law.
Critical Accounting Policies
----------------------------
There have been no material changes to our critical accounting policies and
estimates from the information provided in "Management's Discussion and
Analysis of Financial Condition and Results of Operations", included in
our Registration Statement on Form S-1 for the fiscal year ended
September 30, 2010.
9
Overview of Current Operations
------------------------------
Company History
---------------
We were formed on April 26, 2010 as General Cleaning and Maintenance, a
Nevada corporation. We are a startup company that plans to offer janitorial
and cleaning services to residential and commercial customers. Activities to
date have been limited primarily to organization, initial capitalization, and
establishing administrative offices.
Overview
--------
We are a start-up company focused on providing a wide range of janitorial
and cleaning services for clients, primarily in Las Vegas, Nevada. These
cleaning services will be directed towards restaurants, retail stores, hotels
and residential properties. The services will include, among other things,
floor cleaning, window washing, furniture polishing, carpet cleaning and
dusting, and other building cleaning services.
The Las Vegas, Nevada Janitorial Services Industry
--------------------------------------------------
Based on reviewing the number of janitorial businesses listed in the
Las Vegas Yellow Pages, there are approximately 225 different businesses who
provide janitorial services in the local area. With the recent downturn of
the economy and business conditions in the Las Vegas area, management has
observed that there has been an increase in commercial vacancy rates.
Management believes it may take a long time before there is any significant
economic recovery in the Las Vegas area. These factors result in fewer
businesses that may require janitorial services and this can adversely
impact the Company's future business opportunities.
Management believes that if there is any growth in the janitorial and
maintenance management services market, it will be driven by the following
factors:
o a desire by owner/managers to outsource their cleaning management;
o increasing focus by owners/managers on retaining commercial tenants;
o technology driven demand for niche cleaning services,; and
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Janitorial Services
-------------------
Our sole officer has 5-years working in the cleaning services industry.
She plans to market the services of General Cleaning and Maintenance to
restaurants, retail stores, hotels and residential properties. If she is
successful in building a customer base, she will need to find people she can
train to help with the cleaning services or subcontract cleaning staff.
Pricing for Services
--------------------
Management plans to enter into fixed price arrangements, in which the
client agrees to pay a fixed fee every month over a specified term. A
variation of a fixed price arrangement is a square-foot arrangement, under
which monthly billings are fixed based on the vacant square footage
serviced. This differs from a cost-plus arrangements in which the client
reimburses the Company for the agreed-upon amount of wages and benefits,
payroll taxes, insurance charges and other expenses associated with the
contracted work, plus a profit percentage.
The Company also plans to provide supplemental services requested by
clients outside of the standard terms. Examples are clean-up after a
tenant moves out, and construction clean-up. Management anticipates that
most of its cleaning agreement will be for a one year period and contain
automatic renewal clauses, but are subject to termination by either party
after 30 days' written notice.
Competition
-----------
We believe that our business is highly competitive, and that such
competition is based primarily on price and quality of service. The low cost
of entry to the cleaning services business has resulted in strongly
competitive markets consisting primarily of regional and local owner-operated
companies. We will also compete with a few large, diversified facility
services, who operate on a national basis. Indirectly, we compete with
building owners and tenants that can perform internally one or more of the
services that we provide. These building owners and tenants have an
increased advantage in locations where our services are subject to sales tax
whereas internal operations are not. Competitors may have lower costs because
privately owned companies operating in a limited geographic area may have
significantly lower labor and overhead costs. These strong competitive
pressures could impede our success in bidding for profitable business and our
ability to increase prices even as costs rise, thereby reducing margins.
11
Results of Operations for the nine months ended June 30, 2011
-------------------------------------------------------------
We earned no revenues since our inception on April 26, 2010 through
June 30, 2011. We do not anticipate earning any significant revenues
within the next 24 months, and can provide no assurance that we will be
successful in developing any products.
For the period from inception through June 30, 2011, we generated no
income. Since our inception on April 26, 2010, we experienced a net loss of
$(14,450). Our loss was attributed to organizational expenses, audit and
legal fees. For the three months ending June 30, 2011, we experienced audit
fees of $1,750 and legal fees of $2,500. We experienced a net loss of
$4,250 for the three months ending June 30, 2011. We anticipate our
operating expenses will increase as we enhance our operations. The increase
will be attributed to professional fees to be incurred in connection with
maintaining our fully reporting requirements with the U. S. Securities and
Exchange Commission and building the infrastructure of our business
operations.
For the nine months ending June 30, 2011, we experienced audit fees of $6,750
and legal fees of $7,500. We experienced a net loss of $14,250 for the nine
months ending June 30, 2011. In our September 30, 2010 year-end financials,
our auditor issued an opinion that our financial condition raises substantial
doubt about the Company's ability to continue as a going concern.
12
Revenues
--------
We generated no revenues for the period from inception (April 26, 2010)
through June 30, 2011. We do not anticipate generating any revenues
for at least 12 months.
Going Concern
-------------
The financial statements included with this quarterly report have
been prepared in accordance with generally accepted accounting principles
applicable to a going concern which contemplates the realization of assets
and the satisfaction of liabilities and commitments in the normal course of
business. As of June 30, 2011, the Company has not recognized any
revenues and has accumulated operating losses of approximately $14,450 since
inception. The Company's ability to continue as a going concern is
contingent upon the successful completion of additional financing
arrangements and its ability to achieve and maintain profitable operations.
Management plans to raise equity capital to finance the operating and
capital requirements of the Company. Amounts raised will be used for further
development of the Company's products, to provide financing for marketing
and promotion, to secure additional property and equipment, and for other
working capital purposes. While the Company is putting forth its best
efforts to achieve the above plans, there is no assurance that any such
activity will generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. Our financial statements do not include any
adjustments that might arise from this uncertainty.
Summary of any product research and development that we will perform for the
term of our plan of operation.
----------------------------------------------------------------------------
The Company does not anticipate performing any product research or development.
Expected purchase or sale of plant and significant equipment.
-------------------------------------------------------------
We do not anticipate the purchase or sale of any plant or significant
equipment; as such items are not required by us at this time.
13
Significant changes in the number of employees.
-----------------------------------------------
As of June 30, 2011, we did not have any employees. We are dependent
upon our sole officer and a director for our future business development.
As our operations expand we anticipate the need to hire additional employees;
however, the exact number is not quantifiable at this time.
Liquidity and Capital Resources
-------------------------------
Our balance sheet as of June 30, 2011 reflects $9,550 in current assets and
no current liabilities. Cash and cash equivalents from inception to date
have been sufficient to provide the operating capital necessary to operate to
date.
A critical component of our operating plan impacting our continued existence
is the ability to obtain additional capital through additional equity and/or
debt financing.
The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations. These
limitations have adversely affected the Company's ability to obtain certain
projects and pursue additional business. Without realization of additional
capital, it would be unlikely for the Company to continue as a going concern.
In order for the Company to remain a Going Concern it will need to find
additional capital. Additional working capital may be sought through
additional debt or equity private placements, additional notes payable to
banks or related parties (officers, directors or stockholders), or from other
available funding sources at market rates of interest, or a combination of
these. The ability to raise necessary financing will depend on many factors,
including the nature and prospects of any business to be acquired and the
economic and market conditions prevailing at the time financing is sought.
No assurances can be given that any necessary financing can be obtained on
terms favorable to the Company, or at all.
Our sole officer/director has agreed to contribute funds to the operations
of the Company, in order to keep it fully reporting for the next twelve
(12) months, without seeking reimbursement for funds contributed.
As a result of the Company's current limited available cash, no officer or
director received compensation through the quarter ended June 30, 2011.
The Company has no employment agreements in place with its officers.
14
General Cleaning and Maintenance Funding Requirements
-----------------------------------------------------
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
Off-Balance Sheet Arrangements
------------------------------
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results or operations,
liquidity, capital expenditures or capital resources that is material
to investors.
Critical Accounting Policies and Estimates
------------------------------------------
Revenue Recognition: We recognize revenue from services once all of the
following criteria for revenue recognition have been met: pervasive evidence
that an agreement exists; the services have been rendered; the fee is fixed
and determinable and not subject to refund or adjustment; and collection of
the amount due is reasonable assured.
New Accounting Standards
------------------------
Management has evaluated recently issued accounting pronouncements through
September 30, 2010 and concluded that they will not have a material effect
on the financial statements as of June 30, 2011.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
15
Item 4T. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
------------------------------------------------
Our disclosure controls and procedures, as defined in Rule 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are designed to ensure that information required to be
disclosed in reports filed or submitted under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in
rules and forms adopted by the SEC, and that such information is accumulated
and communicated to management, including the Chief Executive Officer and
the Chief Financial Officer, to allow timely decisions regarding required
disclosures.
Management, with the participation of the Chief Executive Officer and the
Chief Financial Officer, who is also the sole member of our Board of
Directors, has evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report. Based
on such evaluation, the Chief Executive Officer and the Chief Financial
Officer concluded that, our disclosure controls and procedures were not
effective. Our disclosure controls and procedures were not effective because
of the "material weaknesses" described below under "Management's report on
internal control over financial reporting," which are in the process of being
remediated as described below under "Management Plan to Remediate Material
Weaknesses."
Management's Report on Internal Control over Financial Reporting
----------------------------------------------------------------
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting, as defined in rules promulgated under the Exchange Act, is a
process designed by, or under the supervision of, our Chief Executive Officer
and Chief Financial Officer and affected by our Board of Directors,
management and other personnel to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP. Internal control
over financial reporting includes those policies and procedures that:
o pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of our assets;
o provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and that
our receipts and expenditures are being made only in accordance with
authorizations of our management and our Board of Directors; and
16
o 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, a system of internal control over
financial reporting can provide only reasonable, not absolute, assurance
that the objectives of the control system are met and may not prevent or
detect misstatements. Internal control over financial reporting is a process
that involves human diligence and compliance and is subject to lapses in
judgment and breakdowns resulting from human failures. Internal control
over financial reporting also can be circumvented by collusion or improper
override. Because of such limitations, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are
known features of the financial reporting process, and it is possible to
design into the process safeguards to reduce, though not eliminate, this
risk. Further, over time control may become inadequate because of changes in
conditions or the degree of compliance with the policies or procedures may
deteriorate.
Our management assessed the effectiveness of our internal control over
financial reporting as of June 30, 2011. In making its assessment,
management used the criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO"). Based on its assessment, management has
concluded that we had certain control deficiencies described below that
constituted material weaknesses in our internal controls over financial
reporting. As a result, our internal control over financial reporting was
not effective as of June 30, 2011.
A "material weakness" is defined under SEC rules as a deficiency, or a
combination of deficiencies, in internal control over financial reporting
such that there is a reasonable possibility that a material misstatement of
a company's annual or interim financial statements will not be prevented or
detected on a timely basis by the company's internal controls. As a result
of management's review of the investigation issues and results, and other
internal reviews and evaluations that were completed after the end of
quarter related to the preparation of management's report on internal
controls over financial reporting required for this quarterly report on
Form 10-Q, management concluded that we had material weaknesses in our
control environment and financial reporting process consisting of the
following:
1) lack of a functioning audit committee due to a lack of a majority of
independent members and a lack of a majority of outside directors on our
board of directors, resulting in ineffective oversight in the establishment
and monitoring of required internal controls and procedures;
17
We do not believe the material weaknesses described above caused any
meaningful or significant misreporting of our financial condition and results
of operations for the period ended June 30, 2011. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.
Management Plan to Remediate Material Weaknesses
------------------------------------------------
Management is pursuing the implementation of corrective measures to address
the material weaknesses described below. In an effort to remediate the
identified material weaknesses and other deficiencies and enhance our
internal controls, we have initiated, or plan to initiate, the following
series of measures:
We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us. We
plan to appoint one or more outside directors to our board of directors who
shall be appointed to an audit committee resulting in a fully functioning
audit committee who will undertake the oversight in the establishment and
monitoring of required internal controls and procedures such as reviewing and
approving estimates and assumptions made by management when funds are
available to us.
We believe the remediation measures described above will remediate the
material weaknesses we have identified and strengthen our internal control
over financial reporting. We are committed to continuing to improve our
internal control processes and will continue to diligently and vigorously
review our financial reporting controls and procedures. As we continue to
evaluate and work to improve our internal control over financial reporting,
we may determine to take additional measures to address control deficiencies
or determine to modify, or in appropriate circumstances not to complete,
certain of the remediation measures described above.
Changes in Internal Control over Financial Reporting
----------------------------------------------------
There were no changes in our internal control over financial reporting (as
such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)
during the most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
18
This quarterly report does not include an attestation report of the
Corporation's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation
by the Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's
report in this quarterly report.
(c) Changes in internal controls over financial reporting
----------------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
19
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings
From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 1A - Risk Factors
See Risk Factors set forth the Company's Registration Statement on Form S-1
for the fiscal year ended September 30, 2010 and the discussion in Item 1,
above, under " Liquidity and Capital Resources."
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
On March 31, 2011, the Company filed a Registration Statement with the
U.S. Securities and Exchange Commission ("SEC") on Form S-1. The Company
is currently in the process of answering comments concerning this
Registration Statement from the SEC.
20
Item 6 -- Exhibits
-----------------------------------------------------------------------------
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
-----------------------------------------------------------------------------
31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
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32.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
-----------------------------------------------------------------------------
21
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.
General Cleaning and Maintenance
--------------------------------
Registrant
Date: August 22, 2011 By: /s/ Rocio Corral
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Rocio Corral
President
22