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EX-31 - EXHIBIT 31 - BARCLAY ROAD, INC.ex31.htm
EX-32 - EXHIBIT 32 - BARCLAY ROAD, INC.ex32.htm


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

FORM 10-Q
     
þ
 
Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
For the quarterly period ended September 30, 2010
           
or
     
o
 
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
            
Commission File Number 000-52332
 
BARCLAY ROAD, INC.
(Exact name of registrant as specified in its charter)
     
Wyoming
 
20-5571215
(State or other jurisdiction of
 
(I.R.S. Employer Identification No.)
incorporation or organization)
   
     
 PSEO ALCOBENDAS - 10 A CENTRO COMERCIAL BOULEVAR ALCOBENDAS, SPAIN   28109
(Address of principal executive offices)   (Zip Code)
 
  (___) ____________
(Registrant’s Telephone Number, Including Area Code)

 (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.
 YES þ 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 [ ]    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.

Large accelerated filer o
 
Accelerated filer o
 
Non-accelerated filer  o
 
Smaller reporting company þ
       
(Do not check if a smaller reporting company)
   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
 YES þ  NO o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 41,743,768 shares of $0.001 par value common stock issued and outstanding as of June 30, 2010.
 

 
 

 

 
BARCLAY ROAD, INC.
INDEX
 
Barclay Road, Inc.
         
Index
       
Page
 
PART I.
FINANCIAL INFORMATION
   
         
 
Item 1.
Financial Statements
 
1
         
   
Consolidated Balance Sheets as of September 30, 2010
   
   
 and December 31, 2009 (Unaudited)
 
2
         
   
Statements of Operations for the Nine and Three Months
   
   
Ended September 30, 2010 and 2009 and the Period
 
3
   
October 20, 2006 (Date of formation)
   
   
through September 30, 2010 (Unaudited)
   
         
   
Statement of Stockholders' Equity  for the
Period Ended September 30, 2010 (Unaudited)
  4
         
   
Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009) and the Period
   
   
October 20, 2006 (Date of formation)
   
   
through September 30, 2010 (Unaudited)
  5
         
   
Notes to Unaudited Financial Statements
  6
         
 
Item 2.
Management's Discussion and Analysis of Financial
   
   
Condition and Results of Operations
  11
         
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
  12
         
 
Item 4.
Controls and Procedures
  12
         
         
 
PART II.
OTHER INFORMATION
   
         
 
Item 6.
Exhibits.
  13
         
 
Signatures
  13
 

 
 

 


 
PART I.                      Financial Information
 
Item 1.                      Financial Statements (Unaudited)
 
           Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission.  The following condensed consolidated financial statements should be read in conjunction with the year-end consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2009.
 
The results of operations for the nine and three months ended September 30, 2010 are not necessarily indicative of the results for the entire fiscal year or for any other period.
 

 
1

 
 

BARCLAY ROAD, INC.
BALANCE SHEET
(A Development Stage Company)
(Unaudited)
 
ASSETS
   
September 30,
   
December 31,
 
   
2010
   
2009
 
             
Current Assets:
           
Intangible asset
  $ 4,500     $ 6,000  
                 
TOTAL ASSETS
  $ 4,500     $ 6,000  
                 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                 
Current Liabilities:
               
Accrued expenses
  $ 6,351     $ 6,351  
Advances from related parties
    26,015       26,015  
Total Current Liabilities
    32,366       32,366  
                 
Commitments and Contingencies
               
                 
Stockholders' Deficiency:
               
                 
Preferred stock,  no par value
               
authorized - unlimited - none outstanding
    -       -  
                 
Common stock no par value - authorized unlimited;
               
41,743,768 and 41,743,768 shares outstanding as of
               
September 30, 2010 and December 31, 2009
    1,015,102       1,015,102  
Paid in capital
    6,497       6,497  
Deficit accumulated during development stage
    (1,049,465 )     (1,047,965 )
                 
                 
Total Stockholders' Deficiency
    (27,866 )     (26,366 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  $ 4,500     $ 6,000  
 

 
2

 

 
BARCLAY ROAD, INC.
STATEMENT OF OPERATIONS
(A Development Stage Company)
(Unaudited)
                               
                               
         
 
         
 
   
Period
 
         
 
         
 
   
October 20, 2006
 
   
For the Nine Months
   
For the Three Months
   
(Date of formation)
 
   
Ended
   
Ended
   
through
 
   
September 30,
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2009
   
2009
   
2010
 
                               
Revenues
  $ -     $ -     $ -     $ -     $ -  
                                         
Cost and expenses:
                                       
General and administrative expenses
    1,500       42,452       500       500       855,765  
Impairment loss
    -       -       -       -       231,195  
      1,500       42,452       500       500       1,086,960  
                                         
                                         
Loss from operations
    (1,500 )     (42,452 )     (500 )     (500 )     (1,086,960 )
Other income (expense):
                                       
Sale of asset
    -       -       -       -       37,747  
Interest expense
    -       -       -       -       (252 )
      -       -       -       -       37,495  
                                         
Loss before provision for income taxes
    (1,500 )     (42,452 )     (500 )     (500 )     (1,049,465 )
                                         
Provision for income taxes
    -       -       -       -       -  
                                         
Net loss
  $ (1,500 )   $ (42,452 )   $ (500 )   $ (500 )   $ (1,049,465 )
                                         
Loss per share - basic and diluted
  $ (0.01 )   $ (0.01 )   $ (0.00 )   $ (0.00        
                                         
Weighted average number of common shares
                                 
outstanding - basic and diluted
    41,743,768       41,227,109       41,743,768       41,743,768          
 

 
3

 

 
BARCLAY ROAD, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(A Development Stage Company)
(Unaudited)
                                           
                                       
Deficit
 
                                       
Accumulated
 
                                       
During
 
         
Common Stock
   
Preferred Stock
   
Paid in
   
Development
 
   
Total
   
Number of shares
   
Amount
   
No of shares
   
Amount
   
Capital
   
Stage
 
                                           
Beginning balance, October 20, 2006
  $ 231,195       251,720     $ 231,195       -     $ -     $ -     $ -  
                                                         
Net loss
    (260,621 )                     -       -               (260,621 )
                                                         
Balance at December 31, 2006
    (29,426 )     251,720       231,195       -       -       -       (260,621 )
                                                         
Stock issued for consulting fees
    714,825       40,061       714,825       -       -               -  
                                                         
Stock issued for intangible asset
    10,000       1,000       10,000       -       -               -  
                                                         
Net loss
    (692,888 )     -       -       -       -               (692,888 )
Balance at December 31, 2007
    2,511       292,781       956,020       -       -               (953,509 )
                                                         
Stock issued for consulting fees
    23,820       23,820,000       23,820                                  
                                                         
Contribution from officer
    6,497       -       -       -       -       6,497       -  
                                                         
Net loss
    (45,153 )     -       -       -       -               (45,153 )
Balance at December 31, 2008
    (12,325 )     24,112,781       979,840       -       -       6,497       (998,662 )
                                                         
Common stock issued for
                                                       
  consulting fees
    35,262       17,630,987       35,262       -       -       -       -  
                                                         
Net loss
    (49,303 )     -       -       -       -       -       (49,303 )
Balance at December 31, 2009
    (26,366 )     41,743,768       1,015,102       -       -       6,497       (1,047,965 )
                                                         
Net loss
    (1,500 )     -       -       -       -       -       (1,500 )
Balance at September 30, 2010
  $ (27,866 )     41,743,768     $ 1,015,102       -     $ -     $ 6,497     $ (1,049,465 )
 
 
 
4

 

 
BARCLAY ROAD, INC.
STATEMENT OF CASH FLOWS
(A Development Stage Company)
(Unaudited)
                   
                   
   
 
   
 
   
Period
 
   
 
   
 
   
October 20, 2006
 
   
For the Nine Months
   
(Date of formation)
 
   
Ended
   
through
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
 
                   
Cash flows from operating activities:
                 
Net loss
  $ (1,500 )   $ (42,452 )   $ (1,049,465 )
Adjustments to reconcile net loss
                       
  to net cash used in operating activities:
                       
Depreciation and amortization
    1,500       1,500       6,352  
Non-cash compensation
    -       35,262       773,907  
Gain on sale of asset
    -       -       (37,747 )
Impairment loss
    -       -       231,195  
Changes in operating assets
                       
  and liabilities:
                       
Increase in accrued expenses and accounts payable
    -       (20,325 )     6,351  
  Net Cash Used in Operating Activities
    -       (26,015 )     (69,407 )
                         
Cash flows from investing activities:
                       
Purchase of property, plant and
                       
  equipment
    -       -       (1,704 )
                         
Cash flows from financing activities:
                       
Loan from stockholder
    -       -       38,599  
Contribution from officer
    -       -       6,497  
Advances from related parties
    -       26,015       26,015  
                         
  Net Cash Provided by Financing Activities
    -       26,015       71,111  
                         
Net Increase (decrease) in cash
    -       -       -  
                         
Cash - beginning of period
    -       -       -  
                         
Cash - end of period
  $ -     $ -     $ -  
                         
                         
                         
Supplementary information:
                       
Cash paid during the year for:
                       
  Interest
  $ -     $ -     $ -  
  Income taxes
  $ -     $ -     $ -  

 
5

 

BARCLAY ROAD, INC.
(a development stage company)
Notes to Unaudited Financial Statements
As of and for the Nine Months Ended September 30, 2010
 
1.  
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Barclay Road, Inc. (“Barclay Road” or the “Company”) was incorporated on October 20, 2006 pursuant to the laws of Wyoming.

The Company is considered a development stage enterprise as defined in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") ASC 205-915 "Development Stage Entitites".  Planned principal activities have not yet produced significant revenues, as the Company has been engaged primarily in software development.  The ability of the Company to emerge from the development stage with respect to its planned principal business activity is dependent upon its successful efforts to raise additional equity financing and to develop and market its product.

The balance sheet as of September 30, 2010 and the statements of operations, stockholders' equity (deficiency) and cash flows for the periods presented have been prepared by the Company and are unaudited.  In the opinion of management, all adjustments (consisting solely of normal occurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders' equity and cash flows for all periods presented have been made.  The information for the balance sheets as of December 31, 2009 were derived from audited financial statements.

Basis of Presentation

On November 2, 2006, the Company entered into a plan of merger with Lifetime Books, Inc. (“Lifetime Books”).  In connection with the plan of merger, the Company acquired the assets and assumed the liabilities of Lifetime Books.  For accounting purposes, the plan of merger has been treated as a recapitalization of Lifetime Books (subsidiary) as the acquirer.  The financial statements prior to November 2, 2006 are those of Lifetime Books.

As provided for in the plan of merger, the stockholders at Lifetime Books received 251,720 of Barclay Road common stock, representing 100% of the outstanding stock after the merger, in exchange for the outstanding common shares of Lifetime Books common stock, which was accounted for as a reverse acquisition.  The financial statements reflect the retroactive restatement of Lifetime Books’ historical stockholders’ equity to reflect the equivalent number of shares of common stock issued in the plan of merger.

The merger of Lifetime Books was reported as a purchase with no goodwill, with book values considered to be fair value.

As of December 31, 2007, the Company sold its investment in Lifetime Books to Herbert C. Becker ("Becker") in exchange for the Company's obligation to Becker.  See Note 4 for further information.

On March 18, 2008, the Company's shareholders approved a one-for-two thousand reverse stock split of its common stock which became effective on that date.
 

 
6

 

 
Going Concern

The Company’s financial statements for the period October 20, 2006 (Date of Formation) through September 30, 2010, have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.  Management recognizes that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses as the Company continues to incur losses.

The Company’s business is subject to most of the risks inherent in the establishment of a new business enterprise.  The likelihood of success of the Company must be considered in light of the expenses, difficulties, delays and unanticipated challenges encountered in connection with the formation of a new business, raising operating and development capital, and the marketing of a new product.  There is no assurance the Company will ultimately achieve a profitable level of operations.

The Company presently does not have sufficient liquid assets to finance its anticipated funding needs and obligations.  The Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and achieve a level of sales adequate to support its cost structure.  Management is actively seeking additional capital to ensure the continuation of its activities.  However, there is no assurance that additional capital will be obtained or that the Company will be profitable.  These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties should the Company be unable to continue as a going concern.

Significant Accounting Policies

The Company's significant accounting policies are summarized in Note 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2009. There were no significant changes to these accounting policies during the nine months ended September 30, 2010 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

2.   
Stock-Based Compensation
 
The Company issues shares of its common stock to non-employees as compensation for services rendered.  For the nine months ended September 30, 2010 and 2008, the Company issued -0- and 17,630,987 shares and recorded $-0- and $35,262, respectively, as stock-based compensation.

For the period October 6, 2006 (Date of Formation) through September 30, 2010, the Company issued 41,491,048 shares and recorded $773,907 as stock-based compensation.


 
7

 

 
3.   
Fair Value Measurements
 
The Company adopted FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) on January 1, 2008, for all financial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis or on a nonrecurring basis during the reporting period. While the Company adopted the provisions of ASC 820 for nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis, no such assets or liabilities existed at the balance sheet date. As permitted by ASC 820, the Company delayed implementation of this standard for all nonfinancial assets and liabilities recognized or disclosed at fair value in the financial statements on a nonrecurring basis and adopted these provisions effective January 1, 2008.

The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability.  ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers include:  Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of September 30, 2010, the Company held certain financial assets that are measured at fair value on a recurring basis.  These consisted of cash and cash equivalents and investments in marketable securities.  The fair values of the cash and cash equivalents is determined based on quoted market prices in public markets and is categorized as Level 1.  The investment in marketable securities is determined by the Company based on market prices other than quoted prices in active markets and is categorized as Level 2.  These are also categorized as held-to-maturity securities.  The Company does not have any financial assets measured at fair value on a recurring basis as Level 3 and there were no transfers in or out of Level 2 or Level 3 during the three months ended September 30, 2010.

The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets accounted for at fair value on a recurring basis as of September 30, 2010.


The Company had no financial assets accounted for on a non-recurring basis as of September 30, 2010.

 
 
8

 

 
There were no changes to the Company’s valuation techniques used to measure asset fair values on a recurring or nonrecurring basis during the three months ended September 30, 2010 and the Company did not have any financial liabilities as of September 30, 2010.

The Company has other financial instruments, such as receivables, accounts payable and other liabilities which have been excluded from the tables above.  Due to the short-term nature of these instruments, the carrying value of receivables, accounts payable and other liabilities approximate their fair values.


4.  
OTHER ASSETS

On December 7, 1988, a judgment for $231,195 U.S. was issued to the benefit of Herbert L. Becker (a director and shareholder of the Company) against Lifetime Books.  The shareholder took possession of all assets of Lifetime Books via a judgment lien certificate.

Lifetime Books is a publishing house with more than 1,500 titles.  Lifetime Books purchases or licenses manuscripts from authors or from other publishers, and then prints and sells them through bookstores such as Barnes and Noble and Amazon.com.

As of December 31, 2006, the Company recorded an impairment loss of $231,195 writing down the value of the manuscripts to $-0-.


5.  
INTANGIBLES

Other intangibles included the purchase of a trade name.  Amounts assigned to these intangibles were determined by management.  Management considered a number of factors in determining the allocation including valuations and independent approvals.  Other intangibles are being amortized over 5 years, the expected life.  Amortization expense for the nine months ended September 30, 2010 and 2008 and the period October 20, 2006 (Date of Formation) through September 30, 2010, was $1,500, $1,500 and $5,500, respectively.

The component of intangible assets are as follows:

Amortization expense for the years ending
December 31,

 
 
9

 

 
6.  
LOAN FROM STOCKHOLDER

During 2007, the Company owed a principal shareholder $38,600.  In exchange for this obligation, the Company sold its investment in Lifetime Books.  As of December 31, 2007, the obligation to the shareholder was $-0-.  Interest expense for the period October 20, 2006 (date of formation) through September 30, 2010 amounted to $252.


7.  
STOCKHOLDERS’ DEFICIENCY

On March 18, 2008, the Company's shareholders approved a one-for-two thousand reverse stock split of its outstanding common stock which became effective on that date.

All shares and per share information have been revised to give retroactive effect to the reverse stock split.
 
 
 
10

 

 
ITEM  2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
The following discussion of our consolidated financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto and the other financial information included elsewhere in this report.
 
Certain statements contained in this report, including, without limitation, statements containing the words "believes," "anticipates," "expects" and words of similar import, constitute "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including our ability to create, sustain, manage or forecast our growth; our ability to attract and retain key personnel; changes in our business strategy or development plans; competition; business disruptions; adverse publicity; and international, national and local general economic and market conditions.
 
 
BACKGROUND
 
Barclay Road, Inc. (“Barclay Road” or the “Company”) was incorporated on October 20, 2006 pursuant to the laws of Wyoming.  We are a development stage company.  On November 2, 2006, the Company entered into a plan of merger with Lifetime Books, Inc. (“Lifetime Books”).  In connection with the plan of merger, the Company acquired the assets and assumed the liabilities of Lifetime Books.  As provided for in the plan of merger, the stockholders at Lifetime Books received 251,720 shares of Barclay Road common stock, representing 100% of the outstanding stock after the merger, in exchange for the outstanding common shares of Lifetime Books common stock, which was accounted for as a reverse acquisition.  As of December 31, 2007, the Company sold its investment in Lifetime Books to Herbert L. Becker ("Becker") in exchange for the Company's obligation to Becker.  See Note 4 to the Company’s Financial Statements included in this Annual Report for further information.
 
On July 2, 2008, Herbert L. Becker resigned as Chairman of the Board and President of the Company, and Eduardo Valero Erana was elected Chairman of the Board, President and Chief Executive Officer of the Company.
 
On March 18, 2008, the Company's shareholders approved a one-for-two thousand reverse stock split of its common stock which became effective on that date.
 
 
PLAN OF OPERATION
 
With the sale of our Lifetime Books business, our Board of Directors has determined that our business model should be re-evaluated to identify and acquire another business through a business combination. We believe it may be necessary to acquire another business to prevent our having to cease operations. As of the date of this report, we are focusing our efforts on identifying such a business.  As of this date, we have not entered into any agreements relating to any such acquisitions.
 
 
RESULTS OF OPERATIONS
 
NINE MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2009
 
During the nine months ended September 30, 2010, we incurred a net loss of $1,500 compared to a net loss of $42,452 for the nine months ended September 30, 2009. The decrease in our net loss for the nine months ended September 30, 2010 over the comparable period in 2009 is due to a decrease of $40,952 in general and administrative expenses.
 
 
LIQUIDITY
 
At September 30, 2010, we had a working capital deficit of approximately $32,366, compared with a working capital deficit in the same amount at December 31, 2009.
 
At September 30, 2010, we had total assets of approximately $4,500, compared to total assets of approximately $6,000 at December 31, 2009. We had no cash at September 30, 2010 or at December 31, 2009. Net cash used in operating activities in the nine months ended September 30, 2010 was $-0-, as compared with approximately $26,015 in the comparable period in 2009; net cash used in investing activities was $-0- in 2010 and 2009; and net cash provided by financing activities was $-0- in 2010, as compared with $26,015  in 2009.
 
 
 
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Our operations have never been profitable, and it is expected that we will continue to incur operating losses in the future. In the nine months ended September 30, 2010, we generated revenues of $-0-, incurred operating  expenses of $1,500, and had no net income.  As of September 30, 2010, we had  $-0- of cash on hand to fund  operations.  There is no assurance that we will operate profitably in the future.
 
We will  have  to  obtain  significant  additional  capital  to  continue with our proposed business. There is no assurance that we will be able to obtain sufficient capital to implement either of our alternative business plans. The accompanying  financial statements have been prepared assuming that the Company will continue as a going concern.  These conditions raise  substantial doubt about the Company's ability to continue as a going  concern.  The financial  statements do not include any  adjustments  that might result from the outcome of this uncertainty.
 
 
Recent Accounting Pronouncements
 
The Company’s significant accounting policies are summarized in Note 1 of the Company’s Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. The Company does not expect that the adoption of any recent accounting pronouncements will have a material impact on its financial statements.
 
 
Commitments and Contractual Obligations
 
We did not have any commitments or contingencies as at September 30, 2010.
 
 
Off-Balance Sheet Arrangements
 
As of September 30, 2010, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and our Chief Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and Principal  Financial Officer concluded that these disclosure controls and procedures are effective.
 
Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

 
 
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PART II — OTHER INFORMATION
 
ITEM 6. EXHIBITS
 
(a) Exhibits      
 
31
   
Certification of Chief Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
         
 
 
32
   
 
Certification of Chief Executive and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. *
         
*
 
Filed herewith.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
   
BARCLAY ROAD, INC.
(Registrant)
   
         
 
Date: July 6, 2011
 
 
By: /s/ Eduardo Valero Erana     
Eduardo Valero Erana
   
   
Chief Executive and Principal Financial Officer
 
   
         
         

 
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