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EX-32 - 906 CERTIFICATION - GreenTek Corp.ex32.htm
EX-31 - 302 CERTIFICATION OF ESLIE O. BARLOW - GreenTek Corp.ex312.htm
EX-31 - 302 CERTIFICATION OF TOM A. BARLOW - GreenTek Corp.ex311.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

____________________

  

FORM 10-Q

____________________

    

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934

  

For the quarterly period ended September 30, 2009

  

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 ( d ) OF THE EXCHANGE ACT

  

For the transition period from ____________ to____________

  

Commission File No. 000-53526

  


PSP INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)


Utah

87-0342226

(State or Other Jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

  


2206 North 640 West

West Bountiful, Utah  84087

(Address of Principal Executive Offices)


(801) 296-8622

(Registrant’s telephone number, including area code)


N/A

(Former name, former address and former fiscal year,

if changed since last report)


Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “non-accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):


Large accelerated filer [  ]      Accelerated filer [  ]       Non-accelerated filer [  ]      Smaller reporting company [X]


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ X] No [  ]




1




APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.


Not applicable.


APPLICABLE ONLY TO CORPORATE ISSUERS


Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:  November 12, 2009 - 1,715,004 shares of common stock.


PART I


Item 1.  Financial Statements


The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.













PSP INDUSTRIES, INC.

[ A Development Stage Company]


UNAUDITED FINANCIAL STATEMENTS


SEPTEMBER 30, 2009




















2




PSP INDUSTRIES, INC.

[ A Development Stage Company]





CONTENTS


PAGE


Unaudited Balance Sheets,

September 30, 2009 and June 30, 2009

4



Unaudited Statements of Operations,

for the three months September 30, 2009 and 2008

and from inception on August 21, 1978 through

September 30, 2009

5



Unaudited Statements of Cash Flows,

for the three months ended September 30, 2009

and 2008 and from inception on August 21,

1978 through September 30, 2009

6



Notes to Unaudited Financial Statements

7



3




PSP INDUSTRIES, INC.

[A Development Stage Company]


BALANCE SHEETS



ASSETS

 

September 30, 2009

 

June 30,

2009

CURRENT ASSETS

 

 

 

 

 

     Cash and cash equivalents

$

4,409

 

$

4,689

 

 

 

 

 

 

         TOTAL ASSETS

$

4,409

 

$

4,689

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

     Accounts payable and accrued expenses

$

16,320

 

$

9,382

     Notes payable

 

2,700

 

 

2,700

     Notes payable -related party

 

49,250

 

 

44,250

 

 

 

 

 

 

           Total Current Liabilities

 

68,270

 

 

56,332

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

     Common Stock, $.001 par value, 200,000,000 shares authorized,

       1,715,004 shares issued and outstanding

 


1,715

 

 


1,715

     Additional paid-in capital

 

153,823

 

 

153,823

     Deficit accumulated during the development stage

 

(219,399)

 

 

(207,181)

 

 

 

 

 

 

           Total Stockholders’ Deficit

 

(63,861)

 

 

(51,643)

 

 

 

 

 

 

           TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$

4,409

 

$

4,689








The accompanying notes are an integral part of these financial statements.



4





PSP INDUSTRIES, INC.

[A Development Stage Company]


STATEMENTS OF OPERATIONS

(Unaudited)


 

 

 

 

 

 

 

 

 From Inception

 

 

 

 

 

 

 

 

 on August 21,

 

 

 

 

For the Three Months Ended

 

1978 Through

 

 

 

 

September 30,

 

September 30,

 

 

 

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET REVENUES

 

 $                    -   

 

 $                  -   

 

 $                     -   

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

          11,015

 

          15,250

 

             205,289

 

Interest expense

 

            1,203

 

               713

 

               11,610

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

           12,218

 

           15,963

 

             216,899

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAXES

 

        (12,218)

 

        (15,963)

 

           (216,899)

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

                       -   

 

                   -   

 

                        -   

 

 

 

 

 

 

 

 

 

NET LOSS

 

 $      (12,218)

 

 $     (15,963)

 

 $        (216,899)

 

 

 

 

 

 

 

 

 

BASIC NET LOSS PER SHARE

 

 $          (0.01)

 

 $         (0.00)

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF

 

 

 

 

 

 

 SHARES OUTSTANDING

 

        1,715,004

 

   14,102,504

 

 

 

 

 

 

 

 

 

 

 












The accompanying notes are an integral part of these financial statements.



5





PSP INDUSTRIES, INC.

[A Development Stage Company]


STATEMENTS OF CASH FLOWS


(Unaudited)

 



For the Three Months Ended

September 30,

 

From Inception on August 21, 1978 through September 30,

 

2009

2008

 

2009

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

   Net loss

$

(12,218)

$

(15,963)

$

(216,899)

   Adjustments to reconcile net loss to net cash

     Used by operating activities:

 

 

 

 

 

 

        Common stock issued for services rendered

 

-

 

-

 

57,597

        Notes payable issued for services rendered

 

-

 

-

 

5,400

        Notes payable - related party issued for services rendered

 

-

 

-

 

4,000

        Changes in assets and liabilities:

 

 

 

 

 

 

            Increase in accounts payable and accrued expenses

 

6,938

 

713

 

21,449

                Net Cash Used by Operating Activities

 

(5,280)

 

(15,250)

 

(128,453)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

-

 

-

 

-

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

     Proceeds from notes payable - related party

 

5,000

 

15,000

 

46,000

     Contributed capital for expenses

 

-

 

-

 

3,612

     Net proceeds from issuance of common stock

 

-

 

-

 

83,250

                Net Cash Provided by Financing Activities

 

5,000

 

15,000

 

132,862

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 


(280)

 


(250)

 


4,409

 

 

 

 

 

 

 

CASH ANC CASH EQUIVALENTS AT BEGINNING OF PERIOD

 


4,689

 


2,761

 


-

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

4,409

$

2,511

$

4,409

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES:

 

 

 

 

 

 

      Cash paid for interest

$

-

$

-

$

-

      Cash paid for income taxes

$

-

$

-

$

-

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

     Common stock issued for services rendered

$

-

$

-

$

57,597

     Notes payable and notes payable -related party issued for

       services


$


-


$


-


$


9,400

     Common stock issued for notes payable

$

-

$

-

$

2,700

     Common stock issued for notes payable-related party

$

-

$

-

$

13,400

     Stock repurchase paid by related party

$

-

$

-

$

20







The accompanying notes are an integral part of these financial statements.



6




PSP INDUSTRIES, INC.

(A Development Stage Company)

Notes to the Financial Statements

September 30, 2009


NOTE 1

BASIS OF FINANCIAL STATEMENT PRESENTATION


The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its Form 10-K filed on October 8, 2009.  Operating results for the three and nine months ended September 30, 2009 are not necessarily indicative of the results to be expected for the year ending June 30, 2010.  




7




Item 2.  Management’s Discussions and Analysis of Financial Condition and Results of Operations.


Forward-looking Statements


Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.


Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.


Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.


Plan of Operation


Our plan of operation for the next 12 months is to: (i)consider guidelines of industries in which we may have an interest;(ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.


During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing; the payment of our Securities and Exchange Commission and Exchange Act reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization.  We anticipate that these funds will be provided to us in the form of loans from Eslie O. Barlow, our current Secretary/Treasurer and a director.  As of the date of this Quarterly Report, we have not actively begun to seek any business or acquisition candidate.  


Results of Operations


Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008


We had no material operations during the quarterly period ended September 30, 2009.  In the quarterly period ended September 30, 2009, we had revenues of $0, compared to the quarterly period ended September 30, 2008, with revenues of $0. Selling, general and administrative expenses were $11,015 for the September 30, 2009, period, compared to $15,250 for the September 30, 2008, period.  We had interest expenses of $1,203 and $713, respectively.  We had a net loss of $12,218 for the September 30, 2009, period, compared to a net loss of $15,963 for the September 30, 2008, period.


Liquidity


We had cash or cash equivalents on hand at September 30, 2009, of $4,409; and cash or cash equivalents on hand at June 30, 2009 of $4,689.  If additional funds are required in connection with our present planned business operations of seeking an acquisition or business combination candidate or for Exchange Act filings or other expenses, such funds may be advanced by management or principal stockholders.  During the three months ended September 30, 2009, expenses were paid by our Secretary/Treasurer and a director, Eslie O. Barlow, in the amount of $5,000. The aggregate amount of expense advances by this related party through September 30, 2009, is $46,000, which is outstanding, bearing 10% interest, unsecured and is due on demand. There are also additional notes outstanding in the amount of  $2,700.   Because we have not identified any acquisition or business combination candidate, it is impossible to predict the amount of future required funds.




8




Item 3.  Quantitative and Qualitative Disclosures About Market Risk.


Not required.


Item 4T.  Controls and Procedures.


Evaluation of disclosure controls and procedures


Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.


Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2009, our disclosure controls and procedures were, effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.


Changes in internal control over financial reporting


Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

  

Item 1. Legal Proceedings.

  

None; not applicable.

  

Item 1A.  Risk Factors.


Not required.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

  

None; not applicable.

  

Item 3. Defaults Upon Senior Securities.

  

None; not applicable.

  

Item 4. Submission of Matters to a Vote of Security Holders.

  

None; not applicable.

  



9




Item 5. Other Information.


None; not applicable.


Item 6. Exhibits.


Exhibit No.                          Identification of Exhibit


31.1

  

31.2

  

32

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Tom A. Barlow, President and Director.

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Eslie O. Barlow, Secretary, Treasurer and Director

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Tom A. Barlow, President and Eslie O. Barlow, Secretary, Treasurer.




SIGNATURES


PSP INDUSTRIES, INC.


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

  

Date:

November 12, 2009

 

By:

/s/Tom A. Barlow

 

 

 

 

Tom O. Barlow, President and Director

 

 

 

 

 

Date:

November 12, 2009

 

By:

/s/Eslie O. Barlow

 

 

 

 

Eslie O. Barlow, Secretary, Treasurer and Director





10