Attached files
U.S. 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 July 31, 2009
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission File No. 333-153574
ON DEMAND HEAVY DUTY, CORP.
(Name of small business issuer in its charter)
Nevada 75-3268300
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9916 Elbow Drive SW
Calgary Alberta
Canada T2V 1M5
(Address of principal executive offices)
(403) 770-9319
(Issuer's telephone number)
Securities registered pursuant to Name of each exchange
Section 12(b) of the Act: on which registered:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001
(Title of Class)
Indicate by checkmark whether the issuer: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No[ ]
Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the
Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
Yes[ ] No[ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most practicable date:
Class Outstanding as of July 31, 2009
----- -------------------------------
Common Stock, $0.001 6,510,000
ON DEMAND HEAVY DUTY, CORP.
FORM 10-Q
Part 1 FINANCIAL INFORMATION
Item 1. Financial Statements 3
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
Item 4. Controls and Procedures 13
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits 14
2
PART I
ITEM 1. FINANCIAL STATEMENTS
ON DEMAND HEAVY DUTY, CORP
(A Development Stage Company)
Balance Sheets
July 31, April 30,
2009 2009
-------- --------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 6,937 $ 20,390
-------- --------
TOTAL ASSETS $ 6,937 $ 20,390
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LONG TERM LIABILITIES
Loan from Director $ 528 $ 528
-------- --------
TOTAL LONG TERM LIABILITIES 528 528
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001par value, 75,000,000 shares authorized;
6,510,000 shares issued and outstanding 6,510 6,510
Additional paid-in-capital 15,390 15,390
Deficit accumulated during the development stage (15,491) (2,038)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (6,994) 19,862
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 6,937 $ 20,390
======== ========
The accompanying notes are an integral part of these financial statements.
3
ON DEMAND HEAVY DUTY, CORP
(A Development Stage Company)
Statements of Operations
(Unaudited)
Three Months From Inception on
Ended May 9, 2008 to
July 31, July 31,
2009 2009
---------- ----------
EXPENSES
General and Administrative Expenses $ 13,453 $ 15,491
---------- ----------
Net (loss) from Operation before Taxes (13,453) (15,491)
Provision for Income Taxes 0 0
---------- ----------
Net (loss) $ (13,453) $ (12,907)
========== ==========
(LOSS) PER COMMON SHARE - BASIC AND DILUTED $ (0.00) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 6,510,000 1,440,504
========== ==========
The accompanying notes are an integral part of these financial statements.
4
ON DEMAND HEAVY DUTY, CORP
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Three Months From Inception on
Ended May 9, 2008 to
July 31, July 31,
2009 2009
-------- --------
OPERATING ACTIVITIES
Net (loss) $(12,868) $ 15,491)
-------- --------
Net cash (used) for operating activities (12,868) 15,491
-------- --------
FINANCING ACTIVITIES
Loans from Director -- 528
Sale of common stock -- 21,900
-------- --------
Net cash provided by financing activities -- 22,428
-------- --------
Net increase (decrease) in cash and equivalents (13,453) 6,937
Cash and equivalents at beginning of the period 20,390 --
-------- --------
Cash and equivalents at end of the period $ 6,937 $ 6,937
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ -- $ --
======== ========
Taxes
$ -- $ --
======== ========
NON-CASH ACTIVITIES $ -- $ --
The accompanying notes are an integral part of these financial statements.
5
ON DEMAND HEAVY DUTY INC.
(A Development Stage Company)
Notes To The Financial Statements
July 31, 2009
1. ORGANIZATION AND BUSINESS OPERATIONS
ON DEMAND HEAVY DUTY INC.("the Company") was incorporated under the laws of the
State of Nevada, U.S. on May 9, 2008. The Company is in the development stage as
defined under Statement on Financial Accounting Standards No. 7, Development
Stage Enterprises ("SFAS No.7") and it intends to commence business operations
by purchasing and distributing eco-friendly building supplies for sale
throughout Europe and North America. The company's focus will be in both retail
and wholesale sales.
The Company has not generated any revenue to date and consequently its
operations are subject to all risks inherent in the establishment of a new
business enterprise. For the period from inception, May 9, 2008 through July 31,
2009 the Company has accumulated losses of $15,491.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
b) Going Concern
The financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $15,491 as of July 31, 2009 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock.
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents.
d) Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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.
e) Foreign Currency Translation
The Company's functional currency and its reporting currency is the United
States dollar
6
ON DEMAND HEAVY DUTY INC.
(A Development Stage Company)
Notes To The Financial Statements
July 31, 2009
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
f) Financial Instruments
The carrying value of the Company's financial instruments approximates their
fair value because of the short maturity of these instruments.
g) Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with SFAS
No. 123 and 123 (R). To date, the Company has not adopted a stock option plan
and has not granted any stock options.
h) Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred
tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled.
i) Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with SFAS No.
128,"Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement.
Basic EPS is computed by dividing net loss available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all potentially dilutive common
shares outstanding during the period. Diluted EPS excludes all potentially
dilutive shares if their effect is anti-dilutive.
j) Fiscal Periods
The Company's fiscal year end is April 30.
k) Recent Accounting Pronouncements
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
7
ON DEMAND HEAVY DUTY INC.
(A Development Stage Company)
Notes To The Financial Statements
July 31, 2009
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for "plain vanilla" share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
3. COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share.
In February 2009, the Company issued 5,400,000 shares of common stock at a price
of $0.001 per share for total cash proceeds of $5,400.
In March and April 2009, the Company issued 1,050,000 shares of common stock at
a price of $0.01 per share for total cash proceeds of $10,500. In April 2009,
the Company also issued 60,000 shares of common stock at a price of $0.1 per
share for total cash proceeds of $6,000
During the period May 9, 2008 (inception) to April 30, 2009, the Company sold a
total of 6,510,000 shares of common stock for total cash proceeds of $20,900.
8
ON DEMAND HEAVY DUTY INC.
(A Development Stage Company)
Notes To The Financial Statements
July 31, 2009
4. INCOME TAXES
As of July 31, 2009, the Company had net operating loss carry forwards of
approximately $15,491 that may be available to reduce future years' taxable
income through 2029. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
5. RELATED PARTY TRANSACTONS
May 9, 2008, related party had loaned the Company $528. The loan is non-interest
bearing, due upon demand and unsecured.
6. REGISTRATION STATEMENT
On June 3, 2009, the Company filed a registration statement on Form S-1 with the
Securities and Exchange Commission (the "SEC"). On August 21, 2009, the SEC
declared the registration statement effective.
9
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
GENERAL
On Demand Heavy Duty, Corp. was incorporated under the laws of the State of
Nevada on May 9, 2008. Our registration statement has been filed with the
Securities and Exchange Commission on June 3, 2009 and has been declared
effective on August 21, 2009.
Please note that throughout this Quarterly Report, and unless otherwise noted,
the words "we," "our," "us," the "Company," or " On Demand Heavy Duty," refers
to On Demand Heavy Duty, Corp.
CURRENT BUSINESS OPERATIONS
As of the date of this Quarterly Report, we have not started operations. We
intend to provide mechanical services to North American oil, gas and mineral
exploration and development companies who do not have sufficient mechanical
staff or are in need of specialized repairs in remote areas. Our focus will be
on the Oil and Gas industry in Alberta with future plans of expanding into
mining and the provinces of Manitoba and Saskatchewan. Our services will include
on site mechanical repairs on both work vehicles and heavy duty machinery. We
will provide an efficient service to companies in all the remote locations in
the Canadian north with well equipped mechanical repair vehicles.
Initially, we plan to outfit two `repair vehicles'. These vehicles will be
outfitted with all the necessary tools and equipment to provide motor vehicle
and heavy duty equipment repairs. The cost to outfit a `repair vehicle' will be
approximately C$250,000. If our initial business is successful we intend to hire
additional personnel and expand our fleet to as many vehicles as necessary to
accommodate the companies market.
We have not begun operations and will not begin operations until we have
completed this offering. Our plan of operation is forward-looking and there is
no assurance that we will ever begin operations. We are a development stage
company and have not earned any revenue. It is likely that we will not be able
to achieve profitability and will have to cease operations due to the lack of
funding.
10
RESULTS OF OPERATION
Our financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.
THREE MONTH PERIOD ENDED JULY 31, 2009 COMPARED TO THE PERIOD FROM INCEPTION
(MAY 9, 2008) TO JULY 31, 2009
Our net loss for the three-month period ended July 31, 2009 was approximately
($12,868) compared to a net loss of ($15,491) during the period from inception
(May 9, 2009) to July 31, 2009. During the three-month period ended July 31,
2009, we did not generate any revenue.
During the three-month period ended July 31, 2009, we incurred general and
administrative expenses of approximately $12,868 compared to $15,491 incurred
during the period from inception (May 9, 2009) to July 31, 2009. General and
administrative expenses incurred during the three-month period ended July 31,
2009 were generally related to corporate overhead, financial and administrative
contracted services, such as legal and accounting, developmental costs, and
marketing expenses.
Our net loss during the three-month period ended July 31, 2009 was ($12,868) or
($0.00) per share compared to a net loss of ($15,491) or ($0.00) per share
during the period from inception (May 9, 2008) to July 31, 2009. The weighted
average number of shares outstanding was 2,486,230 for the three-month period
ended July 31, 2009 compared to 1,440,504 for the period from inception (May 9,
2008) to July 31, 2009.
LIQUIDITY AND CAPITAL RESOURCES
THREE-MONTH PERIOD ENDED JULY 31, 2009
As at the three-month period ended July 31, 2009, our current assets were $6,937
and our total liabilities were $528, which resulted in a working capital of
$6,994. As at the three-month period ended July 31, 2009, current assets were
comprised of $6,937 in cash compared to $20,390 in current assets at fiscal year
ended April 30, 2009. As at the three month period ended July 31, 2009, current
liabilities were comprised entirely of $528 in loan from director.
Stockholders' equity decreased from $19,862 for fiscal year ended April 30, 2009
to ($6,994) for the three-month period ended July 31, 2009.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the
three-month period ended July 31, 2009, net cash flows used in operating
activities was ($12,868) consisting primarily of a net loss of ($12,868). Net
cash flows used in operating activities was ($15,491) for the period from
inception (May 9, 2008) to July 31, 2009.
11
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements or the
issuance of equity and debt instruments. For the three-month period ended July
31, 2009, we did not generate net cash from financing activities. For the period
from inception (May 9, 2008) to July 31, 2009, net cash provided by financing
activities was $22,428 received from sale of common stock and loan from
Director.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.
Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our operations over the next three
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity and debt instruments. In connection with our
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) acquisition of inventory; (ii)
developmental expenses associated with a start-up business; and (iii) marketing
expenses. We intend to finance these expenses with further issuances of
securities, and debt issuances. Thereafter, we expect we will need to raise
additional capital and generate revenues to meet long-term operating
requirements. Additional issuances of equity or convertible debt securities will
result in dilution to our current shareholders. Further, such securities might
have rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Quarterly Report, we have a material commitment for
fiscal year 2009/2010. During the period from inception (May 9, 2008) to July
31, 2009, Cody Love, our Chief Executive Officer and a director, loaned us $528.
The loans are non-interest bearing and payable upon demand.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, 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 of operations, liquidity, capital expenditures or capital
resources that are material to investors.
12
GOING CONCERN
The independent auditors' report accompanying our July 31, 2009 financial
statements contained an explanatory paragraph expressing substantial doubt about
our ability to continue as a going concern. The financial statements have been
prepared "assuming that we will continue as a going concern," which contemplates
that we will realize our assets and satisfy our liabilities and commitments in
the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risk represents the risk of loss that may impact our financial position,
results of operations or cash flows due to adverse change in foreign currency
and interest rates.
EXCHANGE RATE
Our reporting currency is United States Dollars ("USD").
INTEREST RATE
Interest rates in Russia are not generally controlled. Any future loans will
relate mainly to trade payables and will be mainly short-term. However our debt
may be likely to rise in connection with expansion and if interest rates were to
rise at the same time, this could become a significant impact on our operating
and financing activities. We have not entered into derivative contracts either
to hedge existing risks of for speculative purposes.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
An evaluation was conducted under the supervision and with the participation of
our management of the effectiveness of the design and operation of our
disclosure controls and procedures as of July 31, 2009. Based on that
evaluation, our management concluded that our disclosure controls and procedures
were effective as of such date to ensure that information required to be
disclosed in the reports that we file or submit under the Exchange Act, is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms. Such officer also confirmed that there was no change in
our internal control over financial reporting during the three-month period
ended July 31, 2009 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this Quarterly Report, no director, officer or affiliate is (i) a
party adverse to us in any legal proceeding, or (ii) has an adverse interest to
us in any legal proceedings. Management is not aware of any other legal
proceedings pending or that have been threatened against us or our properties.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On June 3, 2009, we filed a registration statement on Form S-1 with the
Securities and Exchange Commission pursuant to which we registered 3,510,000
shares of our restricted common stock to be issued to certain shareholders for
re-sale at $0.13 per share for re-sale. The registration statement was declared
effective on August 21, 2009.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No report required.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange
Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange
Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b)
or 15d- 14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes- Oxley Act of 2002.
14
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ON DEMAND HEAVY DUTY, CORP.
Dated: November 25, 2009 By: /s/ Cody Love
----------------------------------
Cody Love, President and
Chief Executive Officer
Dated: November 25, 2009 By: /s/ Cody Love
----------------------------------
Cody Love, Chief Financial Officer
1
