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EX-31.1 - CERTR 302 - CEO, CFO - U.S. RARE EARTHS, INCex31-1.htm
EX-32.1 - CERT 906 - CEO, CFO - U.S. RARE EARTHS, INCex32-1.htm

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 Quarter Ended September 30, 2009

 

 

o 

 

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 000-31199

 

CALYPSO MEDIA SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

Nevada

87-0638338

 

(State or other jurisdiction of

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

 

incorporation or organization)

 

12 North Washington Street, Montoursville, Pennsylvania 17754

(Address of principal executive offices)

 

(570) 368-7633

(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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                               Yes x No o

 

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 (§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 o 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

 

 

Large accelerated filer

o 

 

Accelerated filer

o

 

 

Non-accelerated filer

o 

 

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 o No x

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

 

 

Class

Outstanding as of November 13, 2009

 

 

Common Stock, $0.00001 par value

5,000,000

 


TABLE OF CONTENTS

 

Heading

Page

 

 

PART I

FINANCIAL INFORMATION

 

Item 1.

Unaudited Financial Statements

3

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results

 

of Operations

 9

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

10

 

Item 4(T).

Controls and Procedures

11

 

 

 

PART II

OTHER INFORMATION

 

Item 1.

Legal Proceedings

11

 

Item 1A.

Risk Factors

11

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

11

 

Item 3.

Defaults Upon Senior Securities

11

 

Item 4.

Submission of Matters to a Vote of Securities Holders

11

 

Item 5.

Other Information

12

 

Item 6.

Exhibits

12

 

 

Signatures

13

 

 

 

 

 

-2-

PART I — FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

The accompanying unaudited balance sheets of Calypso Media Services Group, Inc. at September 30, 2009 and related unaudited statements of operations, stockholders' equity and cash flows for the three and nine months ended September 30, 2009 and 2008, have been prepared by management in conformity with United States generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the our December 31, 2008 audited financial statements included in our annual report of Form 10K. Operating results for the period ended September 30, 2009, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2009 or any other subsequent period.

 

 

 

 

 

 

 

 

 

 

 

-3-

 

CALYPSO MEDIA SERVICES GROUP, INC.

Consolidated Balance Sheets

(unaudited)

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

 

2009

 

2008

CURRENT ASSETS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Cash

$

208,535

 

$

239,143

 

Accounts receivable, net

 

422,658

 

 

416,501

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

631,193

 

 

655,644

 

 

 

 

 

 

 

 

FIXED ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office equipment

 

207,452

 

 

182,405

 

Leasehold improvements

 

25,754

 

 

25,754

 

Accumulated depreciation

 

(162,940)

 

 

(145,078)

 

 

 

 

 

 

 

 

 

 

Total Fixed Assets

 

70,266

 

 

63,081

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

701,459

 

$

718,725

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

$

3,939

 

$

99,633

 

Income tax payable

 

64,386

 

 

33,116

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

68,325

 

 

132,749

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock; 20,000,000 shares authorized,

 

 

 

 

 

 

at $0.00001 par value: 5,000,000

 

50

 

 

50

 

issued and outstanding

 

 

 

 

 

 

Additional paid-in capital

 

19,920

 

 

19,920

 

Retained earnings

 

613,164

 

 

566,006

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity

 

633,134

 

 

585,976

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

701,459

 

$

718,725

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

-4-

 

 


CALYPSO MEDIA SERVICES GROUP, INC.

Consolidated Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

For the NIne Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2009

 

2008

 

2009

 

2008

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising revenue

$

752,244

 

$

934,301

 

$

2,494,719

 

$

2,863,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenue

 

752,244

 

 

934,301

 

 

2,494,719

 

 

2,863,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF GOODS SOLD

 

705,919

 

 

678,457

 

 

1,718,136

 

 

1,755,241

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Margin

 

46,325

 

 

255,844

 

 

776,583

 

 

1,108,516

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

247,563

 

 

227,306

 

 

682,329

 

 

696,618

 

Depreciation expense

 

7,194

 

 

4,046

 

 

17,862

 

 

9,820

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Expenses

 

254,757

 

 

231,352

 

 

700,191

 

 

706,438

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from Operations

 

(208,432)

 

 

24,492

 

 

76,392

 

 

402,078

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

868

 

 

1,740

 

 

2,036

 

 

3,446

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Income

 

868

 

 

1,740

 

 

2,036

 

 

3,446

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

(207,564)

 

 

26,232

 

 

78,428

 

 

405,524

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME TAX EXPENSE (BENEFIT)

 

(80,267)

 

 

10,230

 

 

31,270

 

 

158,154

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

$

(127,297)

 

$

16,002

 

$

47,158

 

$

247,370

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PER SHARE DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED INCOME (LOSS)

 

 

 

 

 

 

 

 

 

 

 

PER SHARE

$

(0.03)

 

$

0.00

 

$

0.01

 

$

0.05

WEIGHTED AVERAGE NUMBER

 

 

 

 

 

 

 

 

 

 

 

OF SHARES OUTSTANDING

 

 

 

 

 

 

 

 

 

 

 

-BASIC AND DILUTED

 

5,000,000

 

 

5,000,000

 

 

5,000,000

 

 

5,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

-5-

 

 

 

CALYPSO MEDIA SERVICES GROUP, INC.

Consolidated Statements of Stockholders' Equity

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Paid-in

 

Retained

 

 

 

 

Shares

 

Amount

 

Capital

 

Earnings

 

Total

Balance, December 31, 2007

 

 

5,000,000

 

$

50

 

$

19,920

 

$

520,247

 

$

540,217

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the year ended December 31, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

-

 

 

-

 

 

45,759

 

 

45,759

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2008

 

 

5,000,000

 

 

50

 

 

19,920

 

 

566,006

 

 

585,976

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the nine months ended Septembe 30, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

-

 

 

-

 

 

47,158

 

 

47,158

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2009

 

 

5,000,000

 

$

50

 

$

19,920

 

$

613,164

 

$

633,134

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

-6-

 

 


CALYPSO MEDIA SERVICES GROUP, INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

 

2009

 

2008

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

47,158

 

$

247,370

 

Adjustments to Reconcile Net Income to Net Cash

 

 

 

 

Provided by (Used in) Operating Activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

17,862

 

 

9,820

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

(Increase) decrease in accounts receivable

 

(6,157)

 

 

(153,216)

 

 

(Increase) decrease in prepaid expenses

 

-

 

 

2,498

 

 

Increase (decrease) in income tax payable

 

1,270

 

 

-

 

 

Increase (decrease) in accounts payable

 

 

 

 

 

 

 

and accrued expenses

 

(95,694)

 

 

152,971

 

 

 

 

 

 

 

 

 

 

Net Cash Provided (Used) by

 

 

 

 

 

 

 

Operating Activities

 

(5,561)

 

 

259,443

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of fixed assets

 

(25,047)

 

 

(44,267)

 

 

 

 

 

 

 

 

 

 

Net Cash Used in

 

 

 

 

 

 

 

Investing Activities

 

(25,047)

 

 

(44,267)

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayment of shareholder loans

 

-

 

 

(62,400)

 

 

 

 

 

 

 

 

 

 

Net Cash Used in

 

-

 

 

(62,400)

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

(30,608)

 

 

152,776

 

 

 

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

239,143

 

 

31,539

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

208,535

 

$

184,315

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

Interest expense

$

-

 

$

-

 

 

Income taxes

$

-

 

$

-

 

 

 

 

 

 

 

 

 

Non Cash Financing Activities:

 

 

 

 

 

 

 

None

$

-

 

$

-

 

 

 

 

 

 

 

 

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

 

 

-7-

 

CALYPSO MEDIA SERVICES GROUP, INC.

Notes to the Consolidated Financial Statements

September 30, 2009 and December 31, 2008

 

NOTE 1 - FINANCIAL STATEMENTS

General

The accompanying consolidated 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 consolidated financial position, consolidated results of operations, and consolidated cash flows at September 30, 2009, and for all periods presented herein, 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 condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s December 31, 2008 audited consolidated financial statements included in our annual report on Form 10-K. The results of operations for the periods ended September 30, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”. Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended September 30, 2009 did not have a significant effect on the Company’s financial statements as of that date or for the quarter or year-to-date period then ended. In connection with preparing the accompanying unaudited financial statements as of September 30, 2009 and for the quarter and nine month period ended September 30, 2009, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC).

 

In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented. As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

 

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

 

-8-

Item 2.     Management's Discussion and Analysis of Financial Condition and Results of

 

Operations

 

The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.

 

Forward-Looking and Cautionary Statements

 

This report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will” “should," “expect," "intend," "plan," anticipate," "believe," "estimate," "predict," "potential," "continue," or similar terms, variations of such terms or the negative of such terms. These statements are only predictions and involve known and unknown risks, uncertainties and other factors included in our periodic reports with the SEC. Although forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Results of Operations

 

 

For the three and nine month periods ended September 30, 2009 and 2008.

 

The following table sets forth the percentage relationship to total revenues of principal items contained in the our statements of operations for the three and nine month periods ended September 30, 2009 and 2008. It should be noted that percentages discussed throughout this analysis are stated on an approximate basis.

 

 

Three Months Ended

Nine Months Ended

September 30,  September 30,__  

 

2009

2008

2009

2008

 

(Unaudited)

(Unaudited)

 

Total revenues

100 %

100 %

100 %

100 %

 

Cost of goods sold

94 %

73 %

69 %

61 %

 

Gross margin

6 %

27 %

31 %

39 %

 

Total expenses

34 %

24 %

28 %

25 %

 

Income (loss) from operations

(28)%

3 %

3 %

14 %

 

Other income (expenses)

0 %

0 %

0 %

0 %

 

Income before income taxes

(28)%

3 %

3 %

14 %

 

Income tax expense (benefit)

(11)%

1 %

1 %

6 %

 

Net income (loss)

(17)%

2 %

2 %

8 %

__________________________________

 

 

Three months ended September 30, 2009 compared to the three months ended September 30, 2008.

 

Total revenues for the three-month period (“third quarter”) ended September 30, 2009 decreased approximately 19% to $752,244, when compared to $934,301 for third quarter of 2008. The decrease is attributed to decreased advertising revenue as a result of general weakness in advertising spending. Cost of goods sold increased 4% to $705,919 in the third quarter of 2009 from $678,457 in the third quarter of 2008, due to a change in media mix for clients. As a percentage of total revenues, cost of goods sold increased from 73% in the third quarter of 2008 to 94% in the third quarter in 2009, which reflects the change in media mix for clients.

 

Total expenses for the third quarter of 2009 were $254,757, a 10% increase when compared to $231,352 during the third quarter of 2008. The increase is due primarily to the 9% increase in general and administrative expenses attributed to increased employee costs. Total expenses as a percentage of total revenues increased from 24% for the third quarters of 2008 to 34% for the third quarter of 2009, which reflects increased

 

 

 

-9-

depreciation expense and professional fees. We realized a net loss for the third quarter of 2009 of $127,297, or ($0.03) per share, adjusted for an income tax benefit of $80,267. For the third quarter of 2009, we realized net income of $16,002, or $0.00 per share, after a tax expense of $10,230.

 

 

Nine months ended September 30, 2009 compared to nine months ended September 30, 2008.

 

Total revenues for the nine-month period ended September 30, 2009 were $2,494,719, a 13% decrease from $2,863,757 for the 2008 period due to decreased advertising revenue as a result of general weakness in advertising spending. Cost of goods sold decreased 2% to $1,718,136 in the first nine months of 2009 from $1,755,241 in the comparable 2008 period, primarily due to a reduction in client’s advertising budgets resulting in decreased media purchases. As a percentage of total revenues, cost of goods sold increased from 61% in the first nine months of 2008 to 69% in the first nine months of 2009, which reflects the change in media mix for clients.

Total expenses for the first nine months of 2009 were $700,191, a 1% decrease when compared to $706,438 during the 2008 period. The increase is primarily attributed to an increase in depreciation expense. Total expenses as a percentage of total revenues increased from 25% in 2008 to 28% in 2009. Net income for the first nine months of 2009, after an income tax expense of $31,270, was $47,158, or $0.01 per share, an 81% decrease from net income of $247,370, or $0.05 per share, in the 2008 period.

 

Liquidity and Capital Resources

 

At September 30, 2009, we had total current assets of $631,193, consisting of cash of $208,535 and accounts receivable of $422,658. At December 31, 2008, we had total current assets of $655,644, consisting of $239,143 in cash and $416,501 in accounts receivable. Working capital at September 30, 2009 was $562,868 compared to $522,895 at December 31, 2008. This increase in working capital is primarily due to a 96% decrease in accounts payable and accrued expenses, partially offset by the 13% decrease in cash and 94% increase in income tax payable at September 30, 2009.

 

At September 30, 2009, we had total assets of $ 701,459 and stockholders’ equity of $633,134, compared to total assets of $718,725 and a stockholders' equity of $585,976 at December 31, 2008. Net cash used by operating activities was $5,561 for the first nine months of 2009, compared to net cash provided of $259,442 for the first nine months of 2008. The 2009 result is primarily attributed to the decrease in net income for the first nine months of 2009 and a decrease of $95,694 in accounts payable for the 2009 period due to decreased media purchases. The 2008 result reflects a higher net income and a $152,970 increase in accounts payable due to increased media purchases, and was partially offset by an increase in accounts receivable of $153,216 due to a seasonal increase in client billing.

 

Inflation

 

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

 

Off-balance Sheet Arrangements

 

 

We have no off-balance sheet arrangements.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

 

This item is not required for a smaller reporting company.

 

 

 

 

 


Item 4(T).

Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) 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 SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.

 

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, have concluded that, as of September 30, 2009, our disclosure controls and procedures were effective.

 

Changes in Internal Control Over Financial Reporting. Management has evaluated whether any change in our internal control over financial reporting occurred during the third quarter of fiscal 2009. Based on its evaluation, management, including the chief executive officer and principal accounting officer, has concluded that there has been no change in our internal control over financial reporting during the third quarter of fiscal 2009 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

 

There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.

 

Item 1A.

Risk Factors

 

 

This item is not required for a smaller reporting company.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

This Item is not applicable.

 

Item 3.

Defaults Upon Senior Securities

 

 

This Item is not applicable.

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

This Item is not applicable.

 

 

 

 


 

Item 5.

Other Information

 

 

This Item is not applicable.

 

Item 6.

Exhibits

 

 

Exhibit 31.1

Certification of C.E.O. and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

Exhibit 32.1

Certification of C.E.O. and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 


                                                                                      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.

 

 

CALYPSO MEDIA SERVICES GROUP, INC.

 

 

Date: November 17, 2009

By: /S/

 MICHAEL D. PARNELL________

 

Michael D. Parnell

President, C.E.O. and Director

(Principal Accounting Officer)