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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 July 31, 2011
 
[   ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period to __________
 
Commission File Number: 000-53985

 

Vortec Electronics, Inc.
(Exact name of Registrant as specified in its charter)

 

Nevada N/A
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

No. 16D, Jalan 6/5 Taman Komersial

Pandan Indah, Malaysia

(Address of principal executive offices)

 

778-991-7278
(Registrant’s telephone number)

_______________________________________________________________

(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 issuer 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 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 (§ 229.405 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 [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

[ ] Large accelerated filer Accelerated filer [ ] Non-accelerated filer
[X] Smaller reporting company

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,150,000 common shares as of August 24, 2011.

 

      

 

TABLE OF CONTENTS



 

Page

PART I – FINANCIAL INFORMATION
 
Item 1: Financial Statements 3
Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations 

4
Item 3: Quantitative and Qualitative Disclosures About Market Risk 6
Item 4: Controls and Procedures 6

 

PART II – OTHER INFORMATION


Item 1: Legal Proceedings 7
Item 1A: Risk Factors 7
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 7
Item 3: Defaults Upon Senior Securities 7
Item 4: Removed and Reserved 7
Item 5: Other Information 7
Item 6: Exhibits 7
2

PART I - FINANCIAL INFORMATION

 

Item 1.      Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:

 

F-1

Balance Sheets as of July 31, 2011 and April 30, 2011 (unaudited);

F-2

Statements of Operations for the nine months ended July 31, 2011 and 2010 and period from March 27, 2007 (Inception) to July 31, 2011 (unaudited);

F-3

Statements of Cash Flows for the nine months ended July 31, 2011 and 2010 and period from March 27, 2007 (Inception) to July 31, 2011 (unaudited); and

F-4

Notes to Financial Statements.

 

 

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended July 31, 2011 are not necessarily indicative of the results that can be expected for the full year.

3

VORTEC ELECTRONICS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS (unaudited)

AS OF JULY 31, 2011 AND APRIL 30, 2011

 

 

   JULY 31, 2011  APRIL 30, 2011
ASSETS      
Current Assets      
Cash and equivalents  $0   $0 
           
TOTAL ASSETS  $0   $0 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
Current Liabilities          
Accrued expenses  $1,354   $1,354 
Due to officer   61,727    59,727 
Total liabilities   63,081    61,081 
           
Stockholders’ Deficit          
Common Stock, $.001 par value, 100,000,000 shares authorized, 2,150,000 shares issued and outstanding   2,150    2,150 
Additional paid-in capital   40,850    40,850 
Deficit accumulated during the development stage   (106,081)   (104,081)
Total stockholders’ deficit   (63,081)   (61,081)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $0   $0 

 

 

See accompanying notes to financial statements.

F-1

VORTEC ELECTRONICS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (unaudited)

FOR THE THREE MONTHS ENDED JULY 31, 2011 AND 2010

FOR THE PERIOD FROM MARCH 27, 2007 (INCEPTION) TO JULY 31, 2011

 

   Three months ended
July 31, 2011
  Three months ended
July 31, 2010
  Period from March
27, 2007 (Inception)
to July 31, 2011
                
REVENUES  $0   $0   $0 
                
OPERATING EXPENSES               
Professional fees   2,000    2,000    106,081 
                
LOSS FROM OPERATIONS   (2,000)   (2,000)   (106,081)
                
PROVISION FOR INCOME TAXES   0    0    0 
                
NET LOSS  $(2,000)  $(2,000)  $(106,081)
                
NET LOSS PER SHARE: BASIC AND DILUTED  $(0.00)  $(0.00)     
                
WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED   2,150,000    2,150,000      

 


See accompanying notes to financial statements.

F-2

VORTEC ELECTRONICS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED JULY 31, 2011 AND 2010 (unaudited)

FOR THE PERIOD FROM MARCH 27, 2007 (INCEPTION) TO JULY 31, 2011

   Three months ended July 31, 2011  Three months ended July 31, 2010  Period from March 27, 2007 (Inception) to  July 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES               
Net loss for the period  $(2,000)  $(2,000)  $(106,081)
Changes in assets and liabilities:               
Increase (decrease) in accrued expenses             1,354 
Net Cash Used in Operating Activities   (2,000)   (2,000)   (104,727)
                
CASH FLOWS FROM FINANCING ACTIVITIES               
Loans received from officer   2,000    2,000    61,727 
Proceeds from sales of common stock   0    0    43,000 
Net Cash Provided by Financing Activities   2,000    2,000    104,727 
                
NET DECREASE IN CASH   0    0    0 
                
Cash, beginning of period   0    0    0 
Cash, end of period  $0   $0   $0 
                
SUPPLEMENTAL CASH FLOW INFORMATION:               
Cash paid for interest  $0   $0   $0 
Cash paid for income taxes  $0   $0   $0 

 

See accompanying notes to financial statements.

F-3

VORTEC ELECTRONICS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2011

 

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES

 

Nature of Business

Vortec Electronics, Inc. (“Vortec” and the “Company”) is a development stage company and was incorporated in Nevada on March 27, 2007. The Company is developing an automatic fried rice cooker. Vortec operates out of office space owned by a director and stockholder of the Company. The facilities are provided at no charge. There can be no assurances that the facilities will continue to be provided at no charge in the future.

 

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, and there has been no significant revenues there from.

 

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at January 31, 2011 and for all periods presented herein, have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's April 30, 2011 audited financial statements. The results of operations for the period ended July 31, 2011 are not necessarily indicative of the operating results for the full year.

 

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted a July 31 fiscal year end.

 

Cash and Cash Equivalents

Vortec considers all highly liquid investments with maturities of three months or less to be cash equivalents. At July 31, 2011 and April 30, 2011, the Company had $-0- of cash.

 

Fair Value of Financial Instruments

Vortec’s financial instruments consist of cash and cash equivalents, accrued expenses, and an amount due to an officer. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

F-4

 

VORTEC ELECTRONICS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2011

 

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (continued)

 

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

 

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

 

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2011.

 

Use of Estimates

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

 

Recent Accounting Pronouncements

Vortec does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

NOTE 2 – ACCRUED EXPENSES

 

Accrued expenses consisted of amounts due to the company’s attorneys as of July 31, 2011 and April 30. 2011.

 

NOTE 3 – DUE TO OFFICER

 

The amount due to officer of $61,727 at July 31, 2011 consisted of amounts owed to an officer and shareholder of the Company for amounts advanced to pay for professional services provided by the Company’s outside independent auditors, attorneys and transfer agent for services rendered for periods ending on and prior to July 31, 2011. The amount is unsecured, non-interest bearing and due on demand.

 

NOTE 4 – COMMON STOCK

 

The Company has 100,000,000 common shares authorized with a par value of $ 0.001 per share.

 

There were no shares of common stock issued during the years ended July 31, 2011 and 2010.

 

There were 2,150,000 shares of common stock issued and outstanding as of July 31, 2011 and April 30, 2011.

F-5

 

VORTEC ELECTRONICS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2011

 

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

Vortec neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

 

NOTE 6 – INCOME TAXES

 

For the periods ended July 31, 2011 and 2010, Vortec has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $106,000 at July 31, 2011, and will begin to expire in the year 2027.

 

The provision for Federal income tax consists of the following at July 31, 2011 and 2010:

 

   2011  2010
Federal income tax attributable to:          
Current Operations  $6,737   $6,373 
Less: valuation allowance   (6,737)   (6,373)
Net provision for Federal income taxes  $0   $0 

 

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of July 31, 2011 and April 30, 2011:

 

   July 31, 2011  April 30, 2011
Deferred tax asset attributable to:          
Net operating loss carryover  $36,000   $35,388 
Less: valuation allowance   (36,000)   (35,388)
Net deferred tax asset  $0   $0 

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $106,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

 

NOTE 7 – LIQUIDITY AND GOING CONCERN

 

Vortec has incurred losses since inception, has negative working capital, and has not yet received revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

 

The ability of Vortec to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

F-6

VORTEC ELECTRONICS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2011

  

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to July 31, 2011 to August 24, 2011, the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

F-7

 

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

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Company Overview

 

We are engaged in the business of designing, developing, manufacturing, and selling a fully automated frying wok, which will be used as an automatic fried rice cooker (the “Product”) specifically for commercial applications. We are currently testing and refining the prototype Product, which we have built in our facility in Shanghai, China. When we are satisfied that our Product provides the highest-quality of fried rice possible for the consumer, we will begin the manufacture and distribution of the Product to restaurants, dining halls, and grocery stores throughout mainland China.

 

Because fried rice is such a staple of the Chinese diet, significant amounts of manpower are used in the preparation of this dish for millions of factory workers, as well as other urban dwellers, each day. We believe our Product will significantly reduce the amount of labor required to feed those in China and other countries that utilize fried rice to a substantial degree.

 

The most immediate application is in the feeding of China’s factory employees. For most, going home or eating out for lunch is impractical. Thus, most factories have cafeteria-style dining halls where they feed hundreds or thousands of employees, cooking hundreds of pounds of fried rice each day.

 

Restaurants and grocery stores similarly make enormous amounts of fried rice each day to feed those who work in the city in a factory or office that does not have a dining hall. Fried rice made in these bulk quantities is generally cooked in an extra-large (larger than one meter in diameter), iron wok, heated by charcoal or heating oil. Because these materials don’t burn 100%, some of the by-products of combustion float into the air and then drop on the food. Also, it is difficult to control the temperature of the wok, and cooks generally use their hands to stir the food, so the food is often not cooked evenly and issues of hygiene abound. Our Product, the Automatic Wok or Automated Fried Rice Cooker, addresses all of these concerns associated with cooking large quantities of fried rice in traditional works.

 

4

Our Product consists of a large (2 meter diameter) stainless steel pot on a thermal transfer surface sitting atop electric heating unit coils. A control panel allows the user to control the temperature of the surface, adjust the speed of the stirrer, and time the entire process. The motor atop the unit rotates the drive shaft and ultimately the stirrer, which is uniquely shaped to ensure that the rice is cooked evenly and completely, even with the large batch sizes for which our Product was designed. The framework of the Product supports the top of the unit, along with the control panel and motor. This leaves 360 degree access to the unit and the rice, which is being cooked inside. The entire unit is set atop four wheels, which allow cooks to pull the Product out for use and move it easily to a corner for storage when not in use.

 

To use our Product, a cook would heat the steel pot to cooking temperature and add approximately 500 ml of peanut oil - enough to coat the bottom of the pot. He would add up to 100 lbs of cooked rice and a commensurate amount of other ingredients (green onions, carrots, eggs, shrimp, beef, chicken, peas, bean sprouts, celery, tofu, etc.), depending upon the cook’s recipe. Then he need only wait until the unit’s timer sounds, notifying him that the dish is ready and that the heat has been automatically reduced from a frying temperature to a maintenance temperature. Servers can then portion out servings for up to 250 diners before repeating the process.

 

Concerns of hygiene are addressed as the unit’s stirrer mixes the dish, rather than the cook’s hand. The design of the stirrer ensures that ingredients are mixed properly and all come into contact with the heated, oil-covered surface equally. The powerful electric coils keep the surface of the pot at a high, constant temperature, eliminating the problem of hot and cold spots on the surface and in the rice. Finally, because the pot is heated by electric coils, there are no by-products of combustion floating above and into the final product, which could affect the taste and safety of the final fried rice dish.

 

Results of Operations for the Three Months Ended July 31, 2011 and 2010 and Period from March 27, 2007 (Date of Inception) until July 31, 2011

 

We generated no revenue for the period from March 27, 2007 (Date of Inception) until July 31, 2011. We are a development stage company and do not anticipate earnings revenues until we are able to manufacture, distribute and sell our Product.

 

Our operating expenses during the three months ended July 31, 2011 were $2,000, compared with $2,000 for the same period ended July 31, 2010. Our operating expenses from March 27, 2007 (Date of Inception) to July 31, 2011 were $106,081. For all periods mentioned, our operating expenses consisted of professional fees.

 

We, therefore, recorded a net loss of $2,000 for the three months ended July 31, 2011, compared with a net loss of $2,000 for the three months ended July 31, 2010. We recorded a net loss of $106,081 for the period from March 27, 2007 (Date of Inception) until July 31, 2011.

 

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to the continued development of our Product and the professional fees associated with our becoming a reporting company under the Securities Exchange Act of 1934.

 

Liquidity and Capital Resources

 

As of July 31, 2011, we had total current assets of $0. We had $63,081 in current liabilities as of July 31, 2011. Thus, we had a working capital deficit of $63,081 as of July 31, 2011.

 

Operating activities used $104,727 in cash for the period from March 27, 2007 (Date of Inception) until July 31, 2011. Our net loss of $106,081, offset by $1,354 in accrued expenses accounted for our negative operating cash flow. Financing Activities during the period from March 27, 2007 (Date of Inception) until July 31, 2011 generated $104,727 in cash during the period, represented by $43,000 received from the sale of common stock and $61,727 received from officer loans.


As of July 31, 2011, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

5

Off Balance Sheet Arrangements

 

As of July 31, 2011, there were no off balance sheet arrangements.

 

Going Concern

 

We have incurred losses since inception, have negative working capital, and have not yet received revenues from sales of products or services. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

 

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4.     Controls and Procedures


Disclosure Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of July 31, 2011. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Melissa Lopez. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of July 31, 2011, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of July 31, 2011, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

 

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending April 30, 2012: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the three months ended July 31, 2011 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

6

 

PART II – OTHER INFORMATION

 

Item 1.     Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A: Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3.     Defaults upon Senior Securities

 

None

 

Item 4.     (Removed and Reserved)

 

 

Item 5.     Other Information

 

None

 

Item 6.      Exhibits

 

Exhibit Number

Description of Exhibit

 

31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

7

 

SIGNATURES

 

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Vortec Electronics, Inc.
 
Date: September 14, 2011
   

By: /s/ Melissa Lopez
Melissa Lopez

Title:    Chief Executive Officer and Director

 

 

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