UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3 to
FORM 10-Q/A

(Mark One)

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

For the quarterly period ended: June 30, 2010

OR

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

For the transition period from ______to ______

Commission File Number: 000-53884

NORTHTECH INDUSTRIES INC.
(Exact name of registrant as specified in its charter)

6363 7^th Ave So. #220, Seattle, WA 98108
(Address of principal executive offices)

(206) 632-2839
(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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ x ] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posed 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 [ ] 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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [ x ] No

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 court. [ ] Yes [ ] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the numbers of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 15,078,500 shares of Class A Common Stock, and 500,000 shares of Class B Common Stock, issued and outstanding as of August 31, 2010

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PART I – FINANCIAL INFORMATION

TABLE OF CONTENTS

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See Notes to Financial Statements
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See Notes to Financial Statements
3

See Notes to Financial Statements
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FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, some information in this quarterly report contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these forward-looking statements by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would” or similar words. The statements that contain these or similar words should be read carefully because these statements discuss our future expectations, contain projections of our future results of operations or of our financial position, or state other forward-looking information. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able accurately to predict or control. Further, we urge you to be cautious of the forward-looking statements which are contained in this quarterly report because they involve risks, uncertainties and other factors affecting our operations, our ability to effectively integrate acquired businesses into our operations, market growth, service, products and licenses. Events in the future may cause our actual results and achievements, whether expressed or implied, to differ materially from the expectations we describe in our forward-looking statements. The occurrence of any future events could have a material adverse effect on our business, results of operations and financial position.

Description of Business

Northtech Industries, Inc., (“Northtech”), a Nevada corporation, is a holding company operating in the commercial and residential construction services industry. Its primary focus is to acquire existing operators in selective niches of the construction services industry, build economies of scale, and institute best practices to drive profits.

Northtech maintains its corporate headquarters at 6363 7th Ave So., #220, Seattle Washington 98108. The telephone number is (206) 632-2839.

Northtech Industries was formed in October 2006. Its first acquisition was Millwork Pro, Inc., a millwork installation business, in October of 2006. The acquisition of Millwork Pro was accomplished by a cashless share exchange. Pursuant to the terms of the Share Exchange Agreement Northtech issued 2,840,000 common shares to the shareholders of Millwork Pro in exchange for 100% of the outstanding shares. At the time of the acquisition, the shareholders of Millwork Pro were Loren Perrigo and Mark Jensen owning 60% and 40% of the issued and outstanding shares respectively. Mr. Perrigo received 1,704,000 common shares, and Mr. Jensen received 1,136,000 common shares completing the acquisition. Northtech Industries was represented by CEO Mark Jensen who was also a director of Millwork Pro at the time of the acquisition. Millwork Pro was represented by President Loren Perrigo who is also the president of PCS Millwork. There were no third parties involved in the negotiations and agreement nor were there any fees paid. Millwork Pro acquired the operations of a millwork installation division from PCS Millwork, Inc. The operations consisted of, contracts for future work, approximately 20 employees, tools, and a van that had been fully depreciated.

On April 8, 2009 Northtech Industries merged with and into The Finish Company Painting and Carpentry, a Washington corporation, with Millwork Pro, Inc. to create Millwork Pro, Inc., doing business as “The Finish Company” (“Millwork Pro DBA The Finish Company” or “The Finish Company”). The primary purpose of the acquisition of The Finish Company was to round out the current products offered by Millwork Pro to include Painting, Tile, Carpentry, and Finish Work. Control was obtained by Northtech Industries acquiring 100% ownership of The Finish Company and it is now a wholly-owned subsidiary of Northtech. The Finish Company had revenues of approximately $1.64 million in 2008. Michael Grabham held 90 shares of The Finish Company Painting and Carpentry common stock. Michael Grabham received 4,410,000 shares of Class “A” Common Stock of Northtech Industries, Inc. Andy Sewrey held 10 shares of The Finish Company Painting and Carpentry common stock. Andy Sewrey received 490,000 shares of Class “A” Common Stock of Northtech Industries, Inc. The merger shares issuable to The Finish Company Security Holders represented approximately 33% of the Northtech Industries’ Fully-Diluted Common Stock as at the effective time of the merger.

Company Overview

Through the Company’s subsidiary, Millwork Pro DBA The Finish Company, 31 people are employed in production and management and as many as 20 carpenters are subcontracted. It typically operates fifteen to twenty jobsites on any given day.

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The Finish Company services single and multi-family homebuilders and commercial builders in key growth markets in the Pacific Northwest. It actively services thirty such customers. Marketing targets 600 key companies in the Greater Seattle area. As the homebuilder market has slowed we have increased marketing efforts to the commercial builders. New projects in the commercial building sector have been completed.

Services

Northtech Industries offers a diversified group of services reaching a broad market. We service both commercial and residential markets. We offer services for new construction, tenant improvements and remodeling. Our primary services are painting, carpentry/millwork, flooring and tile.

Painting

The Company’s primary service is residential and commercial painting. The Finish Company offers residential and commercial painting services for interior and exterior applications. Clients include new home builders, property managers, retailers, realtors, contractors, and homeowners. As a Residential Painting Specialist, the Company offers the following residential painting services: Interior Painting, Exterior Painting, Minor Repairs, Waterproofing, Popcorn Ceilings, Pressure Cleaning, Renovations, Touch-up, Expert Trim Detail and Color Consulting. As a Commercial Painting Specialist, the Company offers the following commercial painting services: Interior and exterior painting and staining, ceilings, walls, doors and floors, all forms of paint / stain grade trim and molding, wallpaper and other coverings, and installation of signs and fixtures. In an effort to provide a turn key solution to our customers, we also supply the paint for approximately 80% of all paint jobs. We purchase the paint from various vendors, mainly, Rodda Paints, Sherwin Williams and Kelly Moore. With the lease signed with Microblend we are now able to make our own paint with a lower cost basis. This ability gives us a competitive advantage to other painting companies.

There are several targeted locations for our painting services. We actively market to clients with the following property types:

• Commercial Property
• Office Buildings, Suites and Complexes
• Hospitals, Clinics, Medical Buildings and Laboratories
• City, State Government and Municipalities
• Retail Stores and Shopping Malls
• Hotels, Motels and Resorts
• Restaurants and Commercial Kitchens
• Health Clubs, Fitness and Day Spas
• Churches and Places of Worship
• Movie Theaters and Entertainment Complexes
• Schools, Colleges and Universities
• Heavy Commercial
• Industrial Buildings
• Homeowners

Carpentry / Millwork

On a building‘s exterior, we complete the project’s requirements for wood siding, decorative finishes, window trims, and decks. For the interior, we perform custom cabinets, interior woodwork for baseboards, crown molding, custom doors, wood paneling, sloped ceiling inlays, ceiling medallions and windows. We provide the raw materials for approximately 20% of all carpentry jobs. Our primary suppliers are Western Pacific and Alexandria Molding.

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Below is a list of some of the finish carpentry services we provide:

We work for commercial general contractors, remodelers, single family and multi-family home builders to install cabinets, doors and moldings as part of the building process. We install paint grade and stain grade. We offer a turnkey package where materials and installation services are included in one estimate.

Millwork installation services include:

• Interior doors
• Exterior doors
• Moldings
• Cabinets
• Stair systems
• Window trim

Tile

The Company specializes in all kinds of tile: large tiles or detailed mosaic tiles, slate, granite, porcelain and limestone. We install tile or stone for a huge building, or a new shower for your master bathroom. The company focuses on interior residential tiling in dining areas, kitchens, bedrooms and bathrooms. In outdoor areas we tile decks, patios, entertaining areas, around pools, driveways, front entrances, steps & pathways. For commercial or residential projects we provide natural and engineered stone countertops. We provide the raw materials for approximately 50% of all tile jobs. Our primary suppliers are Oregon Tile and Marble, Pental Tile, and Dal Tile.

Flooring

We provide carpet, vinyl and hardwood flooring for residential and general contractors. We also refinish all types of hardwood floors. We provide the hardwood, carpet or vinyl on 90% of our projects. Our primary supplier is Hardwood Distributors of Seattle and Shaw Carpets.

Results of Operations

Three and nine months ended June 30, 2010 and 2009

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended June 30, 2010 which are included herein.

Our operating results for the three and nine months ended June 30, 2010 and 2009 are summarized as follows:

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Revenues

For the three months ended June 30, 2010, the Company recognized revenues of $533,103 (June 30, 2009 - $853,189) (Nine months ended June 30, 2010 and 2009- $1,584,710, and $1,580,358 respectively). Installation services for the three month period represent approximately 43% ($230,095) of revenues (nine months ended June 30, 2010 -45% $705,647), paint services represent 41% ($219,180) (nine months ended June 30, 2010 - 38% $609,145), and tile services represent 16% ($83,828) (nine months ended June 30, 2010 - 17% $269,918). With the acquisition of The Finish Company we added painting and tiling to our service offering. We are able to offer one customer more services and increase our revenue opportunity. Moving forward our plan is to focus on residential and commercial painting because it offers greater margin opportunities. We will seek to increase our product and service offerings through acquisitions. Counter tops, flooring, windows and roofing are other areas we may add to the product offering.

Cost of Revenues Earned

Costs of Revenues Earned, as reflected in the Company’s statement of operations, consists of direct labor costs, subcontractors, tools and materials, equipment rental and other expenses. As a percentage of total revenue, our gross profit for the three months ended June 30, 2010 was 21.65% as compared to 19.9% for the three months ended June 30, 2009. We intend to achieve a goal of between 20% to 24% margins within the fiscal year 2010. We intend to achieve this by targeting higher margin opportunities such as residential and commercial painting. Painting projects can reach 40%-50% gross margin in the residential sectors.. With the addition of our Automated Paint Machine we will be able to lower our average cost for the paint we provide by 25-40%. This competitive advantage allows us to successfully bid for jobs that might be seen as lower margin by other competitors. Another high margin opportunity is residential remodels. We are implementing improved management programs to reduce labor costs. We will be using new software to manage the labor hours. Our highest project cost is labor. By managing hours better and reducing labor costs we improve our gross margin. We intend to create a retail location that will allow us to purchase many of our materials direct from distributors. This move will allow us to save an additional 15-20% on materials we are currently purchasing. We are expanding our Internet marketing to get higher-margin clients. Our Internet marketing tends to create sales cycles that have higher margins. People who contact us by the Internet don’t tend to shop for competitive bids as much. We aren’t competing for the project with many contractors so we don’t have to decrease our margins to win the business.

General and Administrative Expenses

General and Administrative expenses increased 64% from the nine months ended June 30, 2010 as compared to the same period in 2009, which contributed materially to our net loss for the nine months ended June 30, 2010. Revenues in early 2010 were significantly lower historically. For the three months ended June 30, 2010, the Company recognized revenues of $533,103 as compared to $853,189 in June 30, 2009. We believe our market continued to be affected by the recession and we were also affected by seasonality. January through June in Seattle, Washington is a period of high rainfall. There may be fewer building projects during this period of time versus the summer and fall months. We hadn’t been affected by seasonality until winter and spring of 2010. During the period of lower revenues a base level of staff were still employed which requires wages, benefits and administration. The cost of hiring and training an employee to deliver quality work is several thousand dollars. We felt it was better to maintain our employee level during the period of lower revenues rather than lay off too many people and be short-handed later in the year. This caused a significant increase in G&A expenses as a percentage of revenue. In addition, we hired our first dedicated sales person and a part time administration person in Jan of 2010. These additional people were needed to assist with a greater amount of consumer projects. Consumer projects traditionally require more hands-on customer assistance because of product selection and a need for greater quality. The dedicated sales person has helped increase our customer base in the consumer market as well as builder markets. The additional staff contributed to the additional operating wage/benefits costs from 3rd Q 2009 to 2010.

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Net Loss

For the three months ended June 30, 2010, the Company recognized a net loss of $81,896 compared to a net income for the three months ended June 30, 2009 of $2,555. Management has been working diligently to implement and develop procedures and processes to streamline the business operations, increase the efficiency of our bidding process, effect scalability, control labor costs, and our ability to better predict market conditions.

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations primarily through a line of credit based on receivables from AMCI Finance, a bank loan from Bay Bank and the sale of equity securities. Overall, our liquidity and access to capital is very limited; we have not received any commitment for additional financing and given the size of our Company we may be limited to (i) additional loans from Bay Bank (ii) the sale of the Company’s Common Stock, or (iii) other debt instruments.

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. During the three months ended June 30, 2010 and 2009 cash used in our operating activities was $(81,896) and $2,555 respectively. (Nine months ended June 30, 2010 and 2009 - ($347,890) and (35,869) respectively. We funded our operating activities with cash reserves in addition to the following net resources:

AMCI
Bay Bank Note
List Investors and Funds Received

Our primary source of liquidity is our cash flows from operations. Millwork Pro sells clients on our ability to provide construction services. For every dollar in revenue we spend approximately 25% on materials, 45% on labor and 25% on fixed overhead. We finance operations primarily through a line of credit based on receivables from AMCI Finance. We are able to factor our receivables for completed projects and receive income immediately upon submitting invoices. This greatly improves our cash flow.

On March 11, 2010, the Company renewed and changed the terms of its Business Loan Agreement with Cowlitz Bank, d/b/a Bay Bank. Descriptions of the material changes in terms to the original loan are as follows:

• Change from a Term Loan to a Revolving Line of Credit.
• Change in payment structure from monthly payments of principal plus interest to monthly interest only plus weekly principal payments of $750.00 beginning on April 1, 2010.
• The Company is to provide Borrowing Base Certificates with each advance request but not less than weekly, which will be supported by a listing of all Receivables, Payables, Jobs in Progress and estimated costs.
• The Advance Ratio is not to exceed 80% of eligible Accounts.
• The Maturity Date has extended from February 1, 2010 to September 1, 2010.

List Investors and Funds Received - As of June 30, 2010, the Company had sold 928,500 shares to 35 purchasers, at a purchase price of $0.10 per share, for gross proceeds of $92,850, pursuant to its offering under Regulation A. On May 5, 2010, the Company entered into a 90 day Promissory Loan Agreement with Steve Lowden. The principal of the loan is $15,000, at a 5.00% interest rate, which matures on August 10, 2010, at which point full payment of the loan is due to the lender. As of the date of this report, the parties have agreed in principal to repayment by way of issuing Class A Common Stock pending the drafting and signing of approved paperwork.

At June 30, 2010, we had a cash balance of $7,446 compared to $23,974 at September 30, 2009, a decrease of $16,528. At June 30, 2010, our working capital was $(12,880) as compared to $243,372 at September 30, 2009, a change of $256,252. Our current assets, other than cash, consist of 241,048 in accounts receivable, and 17,455 in prepaid expenses - deposits.

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Our current liabilities consisted of $353,783 in accounts payable, Short term debt and factored receivables due to AMCI Finance of $125,119 and Line of Credit to Bay Bank of $114,469 and $178,832 in accrued expenses.

The acquisition of The Finish Company has created negative cash flows. The primary reasons for the negative cash flows are lower revenues due to the economy, small gross margins due to competition and fixed costs that don’t decrease in proportion to the decrease in revenues.

The economy has greatly affected our revenues and our ability to obtain new clients. For the three months ended June 30, 2010, the Company recognized revenues of $533,103 as compared to the same period in June 30, 2009 with $853,189 in revenue. The construction industry is driven primarily by the residential construction market, which is in turn dependent upon a number of factors, including demographic trends, interest rates, employment levels, supply and demand for housing stock, availability of credit, foreclosure rates, consumer confidence and the economy in general. The homebuilding industry is undergoing a significant and sustained downturn due to negative trends in many of the factors listed above. Many homebuilders have significantly decreased their starts because of lower demand and an excess of both existing and new home inventory. The weakness in the homebuilding industry has resulted in a substantial reduction in the demand for construction services such as painting, tile, carpentry and millwork.

We work to expand our customer base beyond homebuilders and focus on the consumer market for residential services such as painting and remodeling. We also work with the commercial markets such as retail and office buildings. We believe the residential home building market isn’t going to significantly improve until 2012. By expanding our customer base and continually entering new markets we can lessen the impact of the residential home market.

We believe that our current cash and cash equivalents will be sufficient to meet our anticipated working capital requirements and capital expenditures for 12 months following the date of this report. Our business is subject to seasonality and our cash flow from operations improves significantly from June through October every year. Nevertheless, we may require additional sources of liquidity in the event of changes in business conditions or other future developments. Factors affecting our sources of liquidity include our sales performance and our ability to control material costs and labor. Any changes in the significant factors affecting our revenues may cause material fluctuations in our cash generated from operations. Changes in working capital, including any significant shortening or lengthening of our accounts receivable cycle, may also cause fluctuations in our cash generated from operations. If our sources of liquidity are insufficient to satisfy our cash requirements, we may seek to sell additional equity or securities to meet our cash needs.

If we are to implement our business plan, we will need to raise significant amounts of additional capital during the year ending September 30, 2010. We have not received any commitment that any such additional financing would be forthcoming. Accordingly, there can be no assurance that the Company will be successful in selling equity or securing debt financing, or that any combination thereof will be sufficient to meet our capital needs or, if it could be obtained, that it can be obtained on reasonable terms in light of our circumstances at that time. In addition, if any financing should be obtained, existing shareholders will likely incur substantial, immediate, and permanent dilution of their existing investment.

Critical Accounting Policies and Estimates

Basis of Consolidation
The consolidated financial statements include the account of Northtech Industries, Inc. and its wholly-owned subsidiary, Millwork Pro, Inc., dba The Finish Company. All material intercompany transactions between the Company and its Subsidiary have been eliminated in consolidation.

Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all short-term, highly liquid investments with original maturities of three months or less to be cash equivalents.

Accounts Receivable
Certain accounts receivable were factored with recourse as of June 30, 2010. Accounts receivable were recorded net of an allowance for doubtful accounts for the quarter ended June 30, 2010 and the year ended September 30, 2009. All accounts were considered fully collectible; therefore, no allowance was established as of June 30, 2010 and September 30, 2009, respectively. If amounts become uncollectible, they will be charged to operations when that determination is made.

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Advertising
The Company expenses advertising costs as they are incurred. Advertising expense for the three months ended June 30, 2010 and June 30, 2009 were $8,147 and $8,052 respectively.

Revenue Recognition
The Company recognizes revenues on the completed-contract method. The completed-contract method is used because the typical contract is completed in one month or less, and financial position and results of operations do not vary significantly from those that would result using the percentage-of-completion method. A contract is considered substantially complete at the time of departure from the job site.

Concentrations of Credit Risk
Millwork Pro had three major customers, Build Urban, JAS Design, and Olive Tree, from whom 9%, 10%, and 9% of revenues, respectively, were earned for the three months ended June 30, 2010. Millwork Pro had one major customer, Charter Construction, from whom approximately 23% of revenues were earned for the three months ended June 30, 2009.

Stock Based Compensation
The Company uses the fair value based method of accounting prescribed by Statement of Financial Accounting Standards No, 123, Accounting for Stock-Based Compensation, for its non-employee stock compensation plan. Under Statement No. 123, compensation expense is determined based on the fair value of the services received.

Vehicles and Equipment
Vehicles and equipment are stated at cost. Gains or losses on dispositions of equipment are included in operation in the year of disposal.

Depreciation
Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Depreciation expense for the three months ending June 30, 2010 was $1,063. Depreciation expense for the three months ending June 30, 2009 was $8,898.

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

Goodwill

The Company uses the income approach as prescribed by Statement of Financial Accounting Standards No. 157 (ASC 820) in measuring the value of its Goodwill on an annual basis, at minimum. Measurement is based on the value indicated by current market expectations about future amounts, which is then discounted to a single present value amount. Recovery of the Company's Goodwill is dependent upon its ability to attain profitable operations. The Company's Management believes that it will generate positive cash flows beginning in March 2011; however, due to the current economic recession, demand for home and commercial improvements and the availability of financing, it may result in the postponement of when the company will generate positive cash flows. As of June 30, 2010, the Company's Management believes that a more reasonable calculation of goodwill impairment will result from the reporting of operations for the year ended September 30, 2010.

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As a “smaller reporting company”, as defined by Item 10 of Regulation S-K, we are not required to provide the information required by this Item.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of June 30, 2010, the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

As of June 30, 2010, management assessed the effectiveness of our internal control over financial reporting. The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:

In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. Based on that evaluation, completed only by Michael Grabham, our President and a Director, who also serves as our principal financial officer and principal accounting officer, Mr. Grabham concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.

This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer and a Director, who also serves as our principal financial officer and principal accounting officer, in connection with the review of our financial statements as of June 30, 2010.

Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

PART II – OTHER INFORMATION

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Our operations are subject to federal, state and local laws and regulations. Currently, we are not involved, or the subject of, any pending or existing litigation.

As a “smaller reporting company”, as defined by Item 10 of Regulation S-K, we are not required to provide the information required by this Item.

None.

On May 5, 2010, the Company entered into a 90 day Promissory Loan Agreement with Steve Lowden. The principal of the loan is $15,000, at a 5.00% interest rate, which matures on August 10, 2010, at which point full payment of the loan is due to the lender. As of the date of this report, the parties have agreed in principal to repayment by way of issuing Class A Common Stock pending the drafting and signing of approved paperwork.

None.

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*Filed herewith

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SIGNATURES

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

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