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EX-31.1 - EXHIBIT 31.1 - SALAMON GROUP INCexhibit31-1.htm
EX-32.1 - EXHIBIT 32.1 - SALAMON GROUP INCexhibit32-1.htm

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

FORM 10-Q/A
(Amendment No. 3)

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

For the quarterly period ended March 31, 2011

SALAMON GROUP INC.
(Exact name of registrant as specified in its charter)

Nevada 93-1324674
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) no.)
   
5-215 Neave Road V1V 2L9
Kelowna, BC Canada (Zip Code)
(Address of principal executive offices)  

(778)-753-5675
(Registrant's telephone number, including area code)

Securities to be registered under Section 12(b) of the Act:

Title of each class
None

Name of each exchange on which registered
None

Securities to be registered under Section 12(g) of the Act:

Common Stock, $0.001 par value per share
(Title of class)

Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [   ]

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

(Check one):

Large accelerated filer [   ] Accelerated filer [   ]
Non-accelerated filer [   ] (Do not check if a smaller reporting Smaller reporting company [X]
company)  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] State issuer’s revenues for its most recent fiscal year.

$0

As of May 2, 2011, the aggregate market value of the Registrant’s voting stock held by non-affiliates was approximately $1,312,000 Number of shares of the issuer’s common stock, $0.001 par value, outstanding as of May 2, 2011: 26,960,728 shares


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION 3
  ITEM 1.  FINANCIAL STATEMENTS 3
  ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 11
  ITEM 4T. CONTROLS AND PROCEDURES 13
       
PART II. OTHER INFORMATION 15
  ITEM 1. LEGAL PROCEEDINGS 15
  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 15
  ITEM 3. DEFAULTS UPON SENIOR SECURITIES 15
  ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS 15
  ITEM 5.  OTHER INFORMATION 15
  ITEM 6. EXHIBITS 15
    SIGNATURES 16


PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
   

Salamon Group Inc.
(A Development Stage Company)
Balance Sheets
(Expressed in US dollars)

 

  (unaudited)        

 

  March 31,     December 31,  

 

  2011     2010  

 

  $     $  

ASSETS

           

Current assets:

           

   Cash

  -     -  

Total assets

  -     -  

 

           

LIABILITIES AND STOCKHOLDERS’ DEFICIT

           

Current liabilities:

           

   Bank overdraft

  -     4  

   Accounts payable

  143,827     134,423  

   Accrued liabilities

  5,000     -  

   Advances from directors (Note 3)

  52,472     2,233  

Total liabilities

  201,299     136,660  

 

           

Contingencies and Commitments (Notes 1 and 5)

           

 

           

Stockholders’ deficit:

           

   Preferred stock, no par value; 10,000,000 shares authorized, no shares issued and outstanding

  -     -  

   Common stock, $0.001 par value; 50,000,000 shares authorized, 26,960,728 shares issued and outstanding (December 31, 2010 – 25,460,728)

  26,961     25,461  

   Common stock to be issued

  -     15,000  

   Additional paid-in capital

  1,006,000     992,500  

   Donated capital (Note 3)

  1,333     -  

   Accumulated deficit

  (1,235,593 )   (1,169,621 )

Total stockholders’ deficit

  (201,299 )   (136,660 )

Total liabilities and stockholders’ deficit

  -     -  

See accompanying notes to the financial statements

F-3


Salamon Group Inc.
(A Development Stage Company)
Statements of Operations
(Expressed in US dollars)
(Unaudited)

 

              For the Period  

 

              from April 27,  

 

  For the Three     For the Three     2001  

 

  Months     Months        

 

  Ended     Ended     (Inception) to  

 

  March 31,     March 31,     March 31,  

 

  2011     2010     2011  

 

  $     $     $  

 

                 

Expenses

                 

   Donated rent (Note 3)

  1,333     -     1,333  

   General and administrative (Note 3)

  64,639     4,792     883,427  

   Interest expense

  -     -     35,833  

   Research and development

  -     -     315,000  

 

                 

Total expenses

  65,972     4,792     1,235,593  

 

                 

Net loss

  (65,972 )   (4,792 )   (1,235,593 )

 

                 

Loss per share – basic and diluted

  (0.00 )   (0.00 )      

 

                 

Weighted average shares outstanding

  26,710,728     21,923,794        

See accompanying notes to the financial statements

F-4


Salamon Group Inc.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US dollars)
(Unaudited)

 

              For the Period  

 

              from April 27,  

 

  For the Three     For the Three     2001  

 

  Months     Months        

 

  Ended     Ended     (Inception) to  

 

  March 31,     March 31,     March 31,  

 

  2011     2010     2011  

 

  $     $     $  

 

                 

Cash flow from operating activities:

                 

 

                 

   Net loss

  (65,972 )   (4,792 )   (1,235,593 )

 

                 

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

                 

               Amortization of intangible asset

  -     -     55,000  

               Estimated fair value of common stock issued for patents

  -     -     315,000  

               Beneficial conversion of amounts due to related party

  -     -     35,833  

               Depreciation of property and equipment

  -     -     4,515  

               Estimated fair value of common stock issued for services

  -     -     145,791  

               Donated rent

  1,333     -     1,333  

 

                 

   Changes in operating assets and liabilities:

                 

               Accounts payable

  9,404     (7,198 )   210,641  

               Accrued liabilities

  5,000     -     5,000  

 

                 

   Net cash provided by (used in) operating activities

  (50,235 )   (11,990 )   (462,480 )

 

                 

Cash flows from investing activities:

                 

   Purchase of property and equipment

  -     -     (4,515 )

   Purchase of license

  -     -     (50,000 )

 

                 

   Net cash used in investing activities

  -     -     (54,515 )

 

                 

Cash flows from financing activities:

                 

   Bank overdraft

  (4 )   -     -  

   Advances from directors

  50,239     11,972     390,295  

   Proceeds from related party note payable

  -     -     23,700  

   Issuance of common stock for cash

  -     -     103,000  

 

                 

   Net cash provided by (used in) financing activities

  50,235     11,972     516,995  

 

                 

Net change in cash

  -     (18 )   -  

 

                 

Cash, beginning of period

  -     43     -  

 

                 

Cash, end of period

  -     25     -  

 

                 

Non-cash Financing Activities:

                 

   Common stock issued upon conversion of amounts due to related parties

  -     18,811     376,388  

   Common stock to be issued or to be issued to settle accounts payable

  -     -     18,000  

   Common stock issued upon conversion of related party note payable

  -     -     23,700  

   Common stock issued for license

  -     -     5,000  

   Common stock issued in conversion of accounts payable

  -     -     10,059  

See accompanying notes to the financial statements

F-5


Salamon Group Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in US dollars)
(Unaudited)

1.

Nature of Operations and Going Concern

   

Salamon Group, Inc. (the "Company") was incorporated in the state of Nevada on April 27, 2001 (“Inception”). The Company is a development stage company whose principal business plan is to seek earnings by acquiring revenue producing assets in the field of solar energy. The Company is a development stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities.

   

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern. At March 31, 2011, the Company has no revenues to date, has accumulated losses of $1,235,593 since inception and a working capital deficit of $201,299 and expects to incur further losses in the development of its business, all of which cast substantial doubt about the Company’s ability to continue as a going concern.

   

Management plans to continue to provide for the Company's capital needs during the year ending December 31, 2011 by issuing debt and equity securities and by the continued support of its related parties (see Note 3). The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. There is no assurance that funding will be available to continue the Company’s business operations.

   
2.

Summary of Significant Accounting Policies

   
(a)

Basis of presentation

   

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in United States dollars. The Company’s fiscal year end is December 31.

   
(b)

Interim consolidated financial statements

   

The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these interim unaudited financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2010, included in the Company’s Annual Report on Form 10-K filed on April 15, 2011 with the SEC.

   

The interim financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position March 31, 2011, and the consolidated results of its operations and consolidated cash flows for the three months ended March 31, 2011 and March 31, 2010. The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results to be expected for future quarters or the full year ending December 31, 2011.

F-6


Salamon Group Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in US dollars)
(Unaudited)

2.

Summary of Significant Accounting Policies (continued)

   
(c)

Use of estimates

   

The preparation of financial statements in conformity with United States 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, stock-based payments and financial instrument valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experience by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

   
(d)

Foreign currency translation

   

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830, Foreign Currency Translation Matters , using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

   
(e)

Basic and diluted net loss per share

   

The Company computes net loss per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted loss per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, convertible preferred stock, and convertible debt, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive common shares if their effect is antidilutive. At March 31, 2011 and December 31, 2010, there were no potentially dilutive instruments outstanding.

   
(f)

Income taxes

   

The Company accounts for income tax using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

F-7


Salamon Group Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in US dollars)
(Unaudited)

2.

Summary of Significant Accounting Policies (continued)

     
(g)

Financial instruments

     

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence when measuring fair value using a hierarch based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization with the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value:

     

Level 1

     

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

     

Level 2

     

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable data.

     

Level 3

     

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

     

The Company’s financial instruments consist principally of accounts payable, and advances from directors. The fair value of the Company’s cash equivalents, when applicable, is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. At March 31, 2011, the Company estimates that the carrying values of all of its financial instruments approximate their fair values due to the nature or duration of these instruments.

     

As of March 31, 2011, there were no assets or liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet.

     

Liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as of December 31, 2010 as follows:


      Fair Value Measurements Using  
      Quoted                    
      Prices in                    
      Active     Significant              
      Markets For     Other     Significant     Balance  
      Identical     Observable     Unobservable     as of  
      Instruments     Inputs     Inputs     December  
      (Level 1)   (Level 2)     (Level 3)   31, 2010  
           
  Liabilities:                        
  Bank overdraft   4             4  

F-8


Salamon Group Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in US dollars)
(Unaudited)

2.

Summary of Significant Accounting Policies (continued)

     
(h)

Stock-based compensation

     

In accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505-50, Equity Based Payments to Non-Employees, the Company accounts for share-based payments using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

     
(i)

Comprehensive loss

     

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2011, the Company has no items that represent other comprehensive loss and, therefore, has not included a schedule of other comprehensive loss in the financial statements.

     
(j)

New accounting policies adopted

     

In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Improving Disclosures about Fair Value Measurements, which amends the ASC Topic 820, Fair Value Measurements and Disclosures. ASU No. 2010-06 amends the ASC to require disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures concerning purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this amendment did not have a material effect of the Company’s financial statements.

     
(k)

Recent accounting pronouncements

     

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or result of operations.

F-9


Salamon Group Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in US dollars)
(Unaudited)

3.

Related Party Transactions and Balances

     
(a)

At March 31, 2011, a total of $29,472 (2010 - $2,233) was due to a director of the Company. The amount is unsecured, non-interest bearing and due on demand.

     
(b)

At March 31, 2011, a total of $23,000 (2010 - $Nil) was due to a director of the Company. The amount is unsecured, non-interest bearing and due on demand.

     
(c)

During the three months ended March 31, 2011, the Company recognized $1,333 (2010 - $Nil) for donated rent at $444 per month provided by the President of the Company.

     
(d)

During the three months ended March 31, 2011, the Company recognized $30,000 (2010 - $Nil) for management services at $10,000 per month provided by the President of the Company.

     
(d)

During the three months ended March 31, 2010, the Company shared office space with and incurred travel costs to Space Globe a company controlled by a former director (resigned on December 7, 2010) (“Space Globe”). During the three months ended March 31, 2010, the Company incurred an aggregate of approximately $3,000 of allocated office, rent and travel expenses to this company.

     
4.

Common Stock

     

On January 24, 2011, the Company, pursuant to an agreement dated November 15, 2010, issued 1,500,000 shares of its common stock to a third party to settle accounts payable related to services provided. The shares were recorded in common shares to be issued as at December 31, 2010.

     
5.

Commitments and Contingencies

     
(a)

Stock Purchase Agreement

     

On December 30, 2010, the Company entered into a Stock Purchase Agreement between the president and a director of the Company and Sunlogics Power Fund Management Inc. (“Sunlogics Power Fund”), whereby the Company agreed to acquire all of the issued and outstanding shares of capital stock of Sunlogics Power Fund from the Company’s president and director in exchange for 40,000,000 shares of the Company’s common stock. All conditions in the SPA have been satisfied and the Closing of the transaction will complete with the filing of an 8K with the SEC.

     
(b)

Indemnities

     

During the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. The Company indemnifies its directors, officers, employees and agents to the maximum extent permitted under the laws of the State of Nevada. These indemnities include certain agreements with the Company's officers under which the Company may be required to indemnify such person for liabilities arising out of their employment relationship. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make significant payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheets.

F-10



Item 2.          Management's Discussion and Analysis or Plan of Operation.

Since our inception, we have been involved in organizational activities, have completed offerings of shares of common stock, have concluded the licensing and subsequent acquisition of an EPG from Space Globe and have completed a working model of the power generator. As of December 31, 2010, the Company has terminated all activities relating to the EPG and power generator.

On December 30, 2010, we entered into a Stock Purchase Agreement (“SPA”) with Sunlogics Power Fund. Sunlogics Power Fund is focused on the acquisition of solar powered electricity generating facilities which have long term power purchasing agreements in place with local power utilities and commercial users. In the event that the Company completes its RTO with Sunlogics Power Fund, it proposes to compete in the solar powered market moving forward. All conditions in the SPA have been satisfied and the Closing of the transaction will complete with the filing of an 8K with the SEC. For the period from inception (April 27, 2001) through March 31, 2011, we had no revenue from operations and our deficit accumulated has amounted to $1,235,593.

As reported in the Report of Independent Registered Public Accounting Firm on our December 31, 2010 financial statements, we have suffered recurring losses from operations, we have a working capital deficit and a deficit accumulated during the development stage. These items raise substantial doubt about our ability to continue as a going concern.

In the event that the Company completes the RTO, it plans to generate revenues through: i) the sale of solar powered electricity to local power utilities and end users through long term power purchase agreements; and ii) by funding solar power generating plants which the Company is currently identifying with potential customers in the United States and Canada. If the Company is successful in acquiring revenue producing renewable energy projects, we intend to finance our operations through a combination of debt and equity financing.

If we are unable to generate sufficient revenue from operations to implement our plans, we intend to explore all available alternatives for debt and/or equity financing, including but not limited to private and public securities offerings. Accordingly, we expect that it will be necessary for us to raise additional funds in the event that we are unable to generate any revenue from operations and if only a minimal level of revenue is generated in accordance with our expectations.

Results of Operations

Summary of Period End Results

    Three Months Ended  
    March 31,     March 31,  
    2011      2010  
Revenue $  -   $ -  
Expenses   (65,972 )   (4,792 )
Net Income (Loss) $  (65,972 ) $ (4,792 )

Revenues

We did not earn any revenues during the three months ended March 31, 2011.

F-11


Expenses

The major components of our expenses for the year are outlined in the table below:

    3 Months Ended  
    March 31,     March 31,  
    2011     2010  
General and Administrative $  64,639   $  4,792  
Donated Rent   1,333     -  
             
Total Expenses $  65,972   $  4,792  

Liquidity and Capital Resources Working Capital

    At March     At December  
    31, 2011     31, 2010  
Current Assets $  0   $  0  
Current Liabilities   (201,299 )   (136,660 )
Working Capital $  (201,299 ) $  (136,660 )

Cash Flows

    3 Months Ended  
    March 31,     March 31,  
    2011     2010  
Net Cash Provided By (Used In) Operating Activities $  (50,235 ) $  (11,990 )
Net Cash from Investing Activities   -     -  
Net Cash (Used In) Provided By Financing Activities   50,235     11,972  
Net Change in Cash During Period $  0   $  (18 )

Financing Requirements

From inception to March 31, 2011, we have suffered cumulative losses in the amount of $1,235,593. Since our inception, we have funded operations through common stock issuances, related party loans, and the support of creditors in order to meet our strategic objectives. Our management believes that sufficient funding will be available to meet our business objectives, including anticipated cash needs for working capital, and are currently evaluating several financing options, including a public offering of securities. However, there can be no assurance that we will be able to obtain sufficient funds to continue our operations. As a result of the foregoing, our independent auditors believe there exists substantial doubt about our ability to continue as a going concern. There is no assurance that we will be able to obtain additional financing if and when required. We anticipate that additional financing may come in the form of sales of additional shares of our common stock which may result in dilution to our current shareholders.

F-12


Financial Condition, Capital Resources and Liquidity

As of March 31, 2011, we have a deficit accumulated during the development stage of $1,235,593. At March 31, 2011, we had assets totalling $0 and current liabilities of $201,299 attributable to amounts due to related parties and accounts payable.

We currently have a working capital deficit and there can be no assurance that our financial condition will improve.

Even though we believe, without assurance, that we will obtain sufficient capital with which to implement our business plan on a limited scale, we are not expected to continue in operation without an infusion of capital. In order to obtain additional equity financing, we may be required to dilute the interest of existing shareholders.

Our ability to continue as a going concern is dependent upon our ability to complete the RTO with Sunlogics Power Fund Management Inc. Net Operating Losses As of March 31, 2011, we have accumulated a net loss of $1,235,593. Research and Development Not Applicable.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Material Commitments for Capital Expenditures

We had no contingencies or long-term commitments at March 31, 2011. Critical Accounting Policies

There were no changes to the critical accounting policies as discussed in our 2010 Form 10-K.

Item 4(T).     Controls and Procedures.

Management’s Report on Internal Control over Financial Reporting

F-13


Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the first quarter of our fiscal year ended December 31, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our management does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

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The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II - Other Information

Item 1.          Legal Proceedings

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.

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

None

Item 3.          Defaults Upon Senior securities

None

Item 4.          Submission of Matters to a Vote of Security Holders.

None

Item 5.          Other Information

None

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Item 6.          Exhibits.

Exhibit  
No. Description  
2.1 Articles of Incorporation (1)
2.2 Bylaws (1)
2.3 Initial List of Officers, Directors and Registered Agent (1)
31.1 Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act (2)
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act (2)

(1)

Incorporated by reference to the exhibits of the Registration Statement on Form 10-KSB filed with the Securities and Exchange Commission on August 6, 2004.

(2)

Filed herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  SALAMON GROUP, INC.
   
Dated: December 13, 2011 By:/s/ Michael Matvieshen
  Michael Matvieshen
  Chief Executive Officer
  Principal Financial Officer
  Principal Accounting Officer

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