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EX-32 - EXHIBIT 32 CERTIFICATION - DE Acquisition 5, Inc.f100712exhibit32deacq5.htm
EX-31 - EXHIBIT 31 CERTIFICATION - DE Acquisition 5, Inc.f100712exhibit31deacq5.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

 

FORM 10-Q

_______________

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended May 31, 2010

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


 For the transition period from ______to______.

 

DE ACQUISITION 5, INC.

(Exact name of registrant as specified in Charter

 

Delaware

  

000-53928

  

27-2205764

(State or other jurisdiction of

incorporation or organization)

  

(Commission File No.)

  

(IRS Employee Identification No.)


6046 FM 2920, Suite 619

Spring, Texas 77379

(Address of Principal Executive Offices)

_______________


(713) 410-4596

(Issuer Telephone number)

_______________

 

 (Former Name or Former Address if Changed Since Last Report)

 

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):


Large Accelerated Filer o

Non-Accelerated Filer o

Accelerated Filer o

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 o

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of July 14, 2010, 10,000 shares of common stock.

 


  



DE ACQUISITION 5, INC.

 

FORM 10-Q

 

May 31, 2010

 

INDEX

 

 

PART I-- FINANCIAL INFORMATION

 

Item 1.

Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition

Item 3

Quantitative and Qualitative Disclosures About Market Risk

Item 4T

Control and Procedures

 

PART II-- OTHER INFORMATION

 

 Item 1

Legal Proceedings

Item 1A

Risk Factors

 Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 Item 3.

Defaults Upon Senior Securities

 Item 4.

(Removed & Reserved)

 Item 5.

Other Information

 Item 6.

Exhibits

 

SIGNATURE

 



2


DE ACQUISITION 5, INC.


(A Development Stage Company)


May 31, 2010


Index to Financial Statements

 

 

FINANCIAL STATEMENTS   

Page #

  

 

 Balance Sheets at May 31, 2010 (Unaudited) and February 28, 2010 

4

  

 

 Statements of Expenses for the Three Months Ended May 31, 2010 and for the period from February 24, 2010 (inception) through May 31, 2010 (Unaudited) 

5

  

 

 Statement of Stockholders’ Equity (Deficit) for the period from February 24, 2010 (inception) through May 31, 2010 (Unaudited) 

6

  

 

 Statements of Cash Flows for the Three Months Ended May 31, 2010 and for the period from February 24, 2010 (inception) through May 31, 2010 (Unaudited)

7

  

 

 Notes to the Financial Statements (Unaudited)

8




3


DE ACQUISITION 5, INC.

(A DEVELOPMENT STAGE COMPANY)


BALANCE SHEETS



  

 

May 31,

2010

 

 

February 28,

2010

 

  

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

  

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

   Cash

 

$

-

 

 

$

-

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

Total assets

 

$

-

 

 

$

-

 

  

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

   Accrued expenses

 

$

243

 

 

$

139

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Total current liabilities

 

 

243

 

 

 

139

 

  

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Preferred stock: $0.0001 par value; 20,000,000 shares authorized; no shares issued or outstanding

 

 

-

 

 

 

-

 

Common stock: $0.0001 par value; 500,000,000 shares authorized; 10,000 shares issued and outstanding

 

 

1

 

 

 

1

 

Additional paid-in capital

 

 

999

 

 

 

999

 

Deficit accumulated during the development stage

 

 

(1,243)

 

 

 

(1,139

)

  

 

 

 

 

 

 

 

 

Total stockholders’ deficit

 

 

(243)

 

 

 

(139

)

  

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ deficit

 

$

-

 

 

$

                 -

 

  

 

 

 

 

 

 

 

 

 

See accompanying notes to the financial statements




4


DE ACQUISITION 5, INC.

(A DEVELOPMENT STAGE COMPANY)

 

STATEMENT OF EXPENSES

(Unaudited)


  

 

 

 

 

 

 

  

 

For the

Three Months

Ended

May 31, 2010

 

 

For the period

from

February 24, 2010 (Inception)

through

May 31, 2010

 

  

 

 

 

 

 

 

REVENUE

 

$

-

 

 

$

-

 

  

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

Professional fees

 

 

-

 

 

 

 

 

Organization expenses

 

 

-

 

 

 

139

 

General and administrative

 

 

104

 

 

 

1,000

 

  

 

 

 

 

 

 

 

 

Net loss

 

$

(104)

 

 

$

(1,139)

 

  

 

 

 

 

 

 

 

 

Net loss per common share – basic and diluted

 

$

(0.01)

 

 

$

(0.11)

 

  

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding – basic and diluted

 

 

10,000

 

 

 

10,000

 

  

 

 

 

 

 

 

 

 

 

See accompanying notes to the financial statements.



5


DE ACQUISITION 5, INC.

(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

For the Period from February 24, 2010 (Inception) through May 31, 2010

(Unaudited)


  

 

Common Stock

 

 

 

 

Additional

 

 

 

 

 

 

 

Total

 

  

 

Shares

 

 

Amount

 

 

Paid in

Capital

 

 

Accumulated

Deficit

 

 

Stockholders'

Equity (Deficit)

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

February 24, 2010 (Inception)

 

 

10,000

 

 

$

1

 

 

$

999

 

 

$

-

 

 

$

(139)

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,139

)

 

 

(139

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, February 28, 2010

 

 

10,000

 

 

 

1

 

 

 

999

 

 

 

(1,139

)

 

 

(139

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(104

)

 

 

(104

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, May 31, 2010

 

 

10,000

 

 

$

1

 

 

$

999

 

 

$

(1,243)

 

 

$

(243)

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the financial statements.

 

 



6


DE ACQUISITION 5, INC.

(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF CASH FLOWS

(Unaudited)


  

 

 

For the

Three Months

Ended

May 31, 2010

 

 

For the period

from

February 24, 2010 (Inception)

through

May 31, 2010

 

  

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

   Net loss

 

$

(104)

 

 

$

(1,139

)

Common stock issued for services

 

 

-

 

 

 

1,000

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

   Increase in accrued liabilities

 

 

104

 

 

 

139

 

  

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

-

 

 

 

-

 

  

 

 

 

 

 

 

 

 

Change in cash during the period

 

 

-

 

 

 

-

 

Cash, beginning of the period

 

 

-

 

 

 

-

 

  

 

 

 

 

 

 

 

 

Cash, end of the period

 

$

-

 

 

$

-

 

  

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

   Interest paid

 

$

-

 

 

$

-

 

   Taxes paid

 

$

-

 

 

$

-

 

  

 

 

 

 

 

 

 

 


See accompanying notes to the financial statements



7


DE ACQUISITION 5, INC.

(A DEVELOPMENT STAGE COMPANY)

May 31, 2010


NOTES TO THE FINANCIAL STATEMENTS

(UNAUDITED)


Note 1 – Basis of Presentation


DE Acquisition 5, Inc. (a development stage company) (the “Company”) was incorporated in Delaware on February 24, 2010, with an objective to acquire, or merge with, an operating business.  As of May 31, 2010, the Company had not yet commenced any operations.


The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10, have been omitted.



 



8


Item 2.

Management’s Discussion and Analysis or Plan of Operation


The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.


Plan of Operation


We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings.  We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.


We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.


During the next 12 months we anticipate incurring costs related to:


 

 

(i)

filing of Exchange Act reports, and

   

(ii)

consummating an acquisition.


We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors.


We are in the development stage and have negative working capital, negative stockholders’ equity and have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting its efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.


We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.


Our officers and directors have not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.


Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.


We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available



9


business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.


Results of Operation


We have not had any operating income since inception.  For the three months ended May 31, 2010, we incurred a net loss of $104 and since inception we have incurred a net loss of $1,243. Expenses from inception were comprised of costs mainly associated with legal, accounting and office expense.


Liquidity and Capital Resources


At May 31, 2010, we had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.  However, our shareholders are under no obligation to provide such funding.


Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.


As reflected in the accompanying financial statements, the Company is in the development stage with no operations have a net loss of $1,243 from inception, and used no cash in operations for the period from February 24, 2010 (inception) to May 31, 2010. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern


Ruth Shepley will supervise the search for target companies as potential candidates for a business combination. Ruth Shepley will pay, at his own expense, any costs she incurs in supervising the search for a target company. Ruth Shepley may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants. Ruth Shepley controls us and therefore has the authority to enter into any agreement binding us. Ruth Shepley as our sole officer, director and only shareholder can authorize any such agreement binding us.


Critical Accounting Policies


We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application.


The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS 109”).  Under SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

Recent Pronouncements

 

In June 2003, the SEC adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release No. 33-9072 on October 13, 2009. Commencing with the Company’s Annual Report for the fiscal year ended February 28, 2011, the Company is required to include a report of management on the Company’s internal control over financial reporting. The internal control report must include a statement of management’s responsibility for establishing and maintaining adequate internal control over financial reporting for the Company; of management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of year end; of the framework used by management to evaluate the effectiveness of the Company’s internal



10


control over financial reporting; and that the Company’s independent accounting firm has issued an attestation report on management’s assessment of the Company’s internal control over financial reporting, which report is also required to be filed as part of the Annual Report on Form 10-K.


In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-01 “Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash”, which clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)).  Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification.  The amendments in this Update also provide a technical correction to the Accounting Standards Codification.  The correction moves guidance that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary.  That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders.  It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.

 

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-02 “Consolidation Topic 810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification”, which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to the following:

 

  

1.

A subsidiary or group of assets that is a business or nonprofit activity

 

  

2.

A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture

 

  

3.

An exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity (including an equity method investee or joint venture).

 

The amendments in this Update also clarify that the decrease in ownership guidance in Subtopic 810-10 does not apply to the following transactions even if they involve businesses:

 

  

1.

Sales of in substance real estate.  Entities should apply the sale of real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions.

 

  

2.

Conveyances of oil and gas mineral rights.  Entities should apply the mineral property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such transactions.

 

If a decrease in ownership occurs in a subsidiary that is not a business or nonprofit activity, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP, such as transfers of financial assets, revenue recognition, exchanges of nonmonetary assets, sales of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.


Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.


Off Balance Sheet Transactions


None.

 


Item 3.

Quantitative and Qualitative Disclosures About Market Risk


The Company is subject to certain market risks, including changes in interest rates and currency exchange rates.  The Company does not undertake any specific actions to limit those exposures.





11


Item 4T.

Controls and Procedures


Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.


Management’s Report on Internal Controls over Financial Reporting


Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.  There has been no change in the Company’s internal control over financial reporting during the quarter ended May 31, 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

The Company’s management, including the Company’s CEO and CFO, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.


Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of May 31, 2010.


This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.




12


PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.  There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.



Item 1A.

Risk Factors


None


 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 


Item 3.

Defaults Upon Senior Securities.

 

None

 


Item 4.

(Removed & Reserved).

 

 

Item 5.

Other Information.

 

None

 


Item 6.

Exhibits

 

(a)

Exhibits

 

31

Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

 

32

Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002



13


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Signature

  

Title

Date

  

  

  

  

/s/  Ruth Shepley

  

CEO and CFO

July 14, 2010

Ruth Shepley

  

  

  

 

 

 





14