Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-Q
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011
[] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
----------- -----------
Commission file number: 333-139129
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BORDER MANAGEMENT, INC.
(Exact name of small business issuer as specified
in its charter)
Nevada 20-5088293
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8618 Fall Road 20854
Potomac, Maryland
(Address of principal (Zip Code)
executive offices)
------------------
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
Common stock, par value $0.001 per share
Preferred stock, par value $0.001 per share
Issuer's telephone number, including area code: (703) 623-3851
(Former name or former address, if changed since last report)Not Applicable
Check whether the issuer (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.
[X] 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 [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (Do not Smaller reporting company [X]
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 Exchange Act). [x] Yes [ ] No
As of February 29, 2012 the Issuer had 50,000,000 shares of common stock
issued and outstanding.
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BORDER MANAGEMENT, INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011
TABLE OF CONTENTS
PART I
Item 1. Financial Statements
Balance Sheets as of Sept 30, 2011 and December 31, 2010. . . . . . . F-1
Statements of Operations for the Three Months Ended Sept 30, 2011
and Sept 30, 2010 and from Inception (June 7,2006) to Sept 30, 2011 . F-2
Statement of Stockholders' Equity . . . . . . . . . . . . . . . . . . F-3
Statements of Cash Flows for the Three Months Ended Sept 30, 2011 and
Sept 30, 2010 and from Inception (June 7, 2006) to Sept 30, 2011. . . F-4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . F-5
Item 2. Management's Discussion and Analysis or Plan of Operation . . . 6
Item 3. Quantitative and Qualitative Disclosures about Market Risk. . .10
Item 4. Controls and Procedures . . . . . . . . . . . . . . . . . . . .10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . .11
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds. . .11
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . .11
Item 4. Submission of Matters to a Vote of Security Holders . . . . . .11
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . .11
Item 6. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . .11
BORDER MANAGEMENT, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
Border Management, Inc.
(a development stage company)
Balance Sheets
As At As At
September 30 December 31
2011 2010
(UNAUDITED) (AUDITED)
---------------------------------------------------------------------
ASSETS
---------------------------------------------------------------------
Current Assets:
Cash $ 266 $ 457
Refundable Taxes 6,877 4,429
------------ -------------
Total Assets $ 7,143 $ 4,886
============ =============
---------------------------------------------------------------------
LIABILITIES
---------------------------------------------------------------------
Current
Accounts payable and $ 122,003 $ 89,605
accrued liabilities (Note 4) ------------ -------------
---------------------------------------------------------------------
STOCKHOLDERS' DEFICIENCY (Note 3)
---------------------------------------------------------------------
Common stock, $.001 par value
Authorized: 50,000,000 shares
Issued: 14,050,000 shares 14,050 14,050
Preferred stock,$.001 par value
Authorized: 20,000,000 shares
Issued: Nil
Additional paid-in capital 128,626 128,626
Deficit accumulated during the
development stage (257,536) (227,395)
------------ -------------
Total stockholders' deficiency (114,860) (84,719)
------------ -------------
Total liabilities and stockholders'
deficiency $ 7,143 $ 4,886
============ =============
GOING CONCERN (Note 1)
APPROVED BY THE DIRECTORS:
/s/Qi Sun
----------------
Qi Sun
Director
/s/ Da Zhi Yan
-------------------
Da Zhi Yan
Director
The accompanying notes are an integral part of these financial statements.
.F-1.
Border Management, Inc.
(a development stage company)
Statements of Operations
(Unaudited)
For the Three For the Three For the Nine For the Nine Period From
Months Ended Months Ended Months Ended Months Ended June 7, 2006
Sept 30, 2011 Sept 30, 2010 Sept 30, 2011 Sept 30, 2010 (inception) to
Sept 30, 2011
--------------------------------------------------------------------------------------------------
REVENUE
Interest Revenue $ - $ - $ - $ - $ 17,096
Operating Revenue - - - - -
============= ============= =============== ============= ============
Total Revenue $ - $ - $ - $ - $ 17,096
EXPENSES
Advertising - 105 175 105 1,666
Bank charges
and interest 398 306 1,443 473 3,048
Foreign currency
Loss/(Gain) (2,939) 603 (1,888) 125 775
Listing and share
transfer fees 1,950 3,192 4,866 6,814 35,100
Management fees 2,462 10,196 6,595 10,196 81,045
Professional fees 3,750 6,579 16,679 12,207 131,475
Rent 722 1,457 2,271 1,457 21,523
============= ============= ============== ============= =============
Total Expenses 6,343 22,438 30,141 31,377 274,632
NET LOSS $ (6,343) $ (22,438) $ (30,141) $(31,377) $(257,536)
============= ============= ============== ============= =============
Loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.02)
(Note 2(f)) ============= ============= ============== ============= =============
Weighted average
number of shares
outstanding 14,050,000 14,050,000 14,050,000 14,050,000 13,667,852
============= ============= ============== ============= =============
---------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
.F-2.
Border Management, Inc.
(a development stage company)
Statement of Stockholders' Equity
(Unaudited)
For the Period from June 7, 2006 (inception) to September 30, 2011
-----------------------------------------------------------------------------
Common stock
-------------- Deficit Acc. Total
Number Amount Additional During Devel- Stockholders
Of Shares Paid-in opment Stage Equity
Capital
--------- -------- ----------- --------------- -------------
Issue of Common 7,600,000 $ 7,600 $ 68,400 $ - $ 76,000
Stock for cash
On organization
Of the Company
Issue of Common 6,450,000 $ 6,450 $ 60,226 $ - $ 66,676
Stock for cash
Net loss for
Period - - - $ (24,467) $ (24,467)
--------- -------- ----------- --------------- -------------
Balance 14,050,000 $14,050 $ 128,626 $ (24,467) $ 118,209
December 31,
2006
Net loss for
the period - - - (35,653) (35,653)
--------- -------- ----------- --------------- -------------
Balance 14,050,000 $14,050 $ 128,626 $ (60,120) $ 82,556
December 31,
2007
Net loss for
the period - - - (82,700) (82,700)
--------- --------- ---------- --------------- -------------
Balance
December 31,
2008 14,050,000 $14,050 $ 128,626 $(142,820) $ (144)
Net loss for
the period - - - (29,501) (29,501)
---------- -------- ----------- --------------- -------------
Balance
December 31,
2009 14,050,000 $14,050 $ 128,626 $(172,321) $(29,645)
Net loss for
the period - - - (55,074) (55,074)
---------- -------- ----------- --------------- -------------
Balance
December 31,
2010 14,050,000 $14,050 $ 128,626 $(227,395) $(84,719)
Net loss for
the period - - - (30,141) (30,141)
---------- -------- ----------- --------------- -------------
Balance 14,050,000 $14,050 $ 128,626 $(257,536) $(114,860)
September 30,
2011
========== ======== =========== =============== =============
The accompanying notes are an integral part of these financial statements.
.F-3.
Border Management, Inc.
(a development stage company)
Statement of Cash Flows
(Unaudited)
For the Three For the Three For the Nine For the Nine Period from
Months Ended Months Ended Months Ended Months Ended June 7,2006
Sept 30, 2011 Sept 30, 2010 Sept 30,2011 Sept 30,2010 (inception) to
Sept 30, 2011
----------------------------------------------------------------------------------------------
CASH FLOWS (USED IN)
PROVIDED BY:
OPERATING ACTIVITIES
Net loss $ (6,343) $ (22,438) $ (30,141) $ (31,377) $(257,536)
Adjustments to
reconcile net
loss to net cash
used in operating
activities:
(Increase) Decrease
in accounts receivable
and accrued assets (245) (2,545) (2,448) (2,865) (6,877)
Increase (Decrease) in
accounts payable
and accrued
liabilities 6,450 24,929 32,398 32,692 122,003
----------- ---------- ----------- ---------- -----------
(138) (54) (191) (1,550) (142,410)
=========== ========== =========== ========== ===========
FINANCING ACTIVITIES
Common stock
issued for cash: - - - - 142,676
----------- ---------- ----------- ----------- -----------
INCREASE
(DECREASE) IN CASH (138) (54) (191) (1,550) 266
CASH, beginning 404 251 457 1,747 -
----------- ---------- ----------- ----------- -----------
CASH, ending $ 266 $ 197 $ 266 $ 197 $ 266
----------- ---------- ----------- ----------- -----------
SUPPLEMENTAL
INFORMATION
Cash paid during
the year to:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
-----------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
.F-4.
BORDER MANAGEMENT, INC.
(a development stage company)
SEPTEMBER 30, 2011
1.ORGANIZATION AND DEVELOPMENT STAGE ACTIVITIES
The Company was incorporated under the laws of the State of Nevada on
June 7, 2006. The company purpose in the Articles of Incorporation is to
engage in any lawful activity or activities in the State of Nevada and
throughout the world. The Company will specialize in offering management
and consulting services to non-Canadian businesses, organizations and
individuals wishing to conduct business in Canada. As of September 30,
2011, the Company is considered to be in the development stage as the
Company is devoting substantially all of its effort to establishing its
new business and the Company has not generated revenues from its business
activities. The Company has no cash flows from operations. The Company
is currently seeking additional funds through future debt or equity
financing to offset future cash flow deficiencies. Such financing may
not be available or may not be available on reasonable terms. The
resolution of this going concern issue is dependent on the realization
of management's plans. If management is unsuccessful in raising future
debt or equity financing, the Company will be required to liquidate
assets and curtail or possibly cease operations.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance
with accounting principles generally accepted in the United States.
Because a precise determination of many assets and liabilities is
dependent on future events, the preparation of financial statements for
a period necessarily involves the use of estimates which have been made
using careful judgment.
The financial statements have, in management's opinion, been properly
prepared within reasonable limits of materiality and within the framework
of the accounting policies summarized below:
(a)Cash and cash equivalents
The Company considers all short-term investments, including investments
in certificates of deposit, with a maturity date at purchase of three
months or less to be cash equivalents.
(b)Revenue recognition.
Revenue is recognized on the sale and transfer of goods and services.
(c)Foreign currencies
The functional currency of the Company is the United States dollar.
Transactions in foreign currencies are translated into United States
dollars at the rates in effect on the transaction date. Exchange gains
or losses arising on translation or settlement of foreign currency
denomination monetary items are included in the statement of operations.
(d)Financial instruments
The Company's financial instruments consist of cash, refundable taxes,
and accounts payable and accrued liabilities.
Management is of the opinion that the Company is not subject to
significant interest, currency or credit risks on the financial
instruments included in these financial statements. The fair market
values of these financial instruments approximate their carrying values.
(e)Income taxes
The Company follows the asset and liability method of accounting for
income taxes. Under this method, current taxes are recognized for the
estimated income taxes payable for the current period.
Deferred income taxes are provided based on the estimated future tax
effects of temporary differences between financial statement carrying
amounts of assets and liabilities and their respective tax bases as well
as the benefit of losses available to be carried forward to future years
for tax purposes.
Deferred tax assets and liabilities are measured using enacted tax rates
that are expected to apply to taxable income in the years in which those
temporary differences are expected to be covered or settled. The effect
of deferred tax assets and liabilities of a change in tax rates is
recognized in operations in the period that includes the enactment date.
A valuation allowance is recorded for deferred tax assets when it is more
likely than not that such deferred tax assets will not be realized.
(f)Loss per share
Basic loss per share is computed by dividing loss for the period
available to common stockholders by the weighted average number of common
stock outstanding during the period.
(g)Future Accounting Pronouncements
The U.S. Securities and Exchange Commission (the "SEC") is considering
timelines for the use of International Financial Reporting Standards ("IFRS")
by SEC issuers. The Company expects to adopt IFRS as its reporting standard
when the SEC requires its domestic registrants in the U.S. to transition to
IFRS. The Company has not assessed the impact of this potential change on
its financial position, results of operations or cash flows.
In May 2011, the FASB provided amendments to achieve common fair value
measurement and disclosure requirements in U.S. GAAP and IFRS. The
amendments provide clarification and/or additional requirements relating to
the following a) application of the highest and best use and valuation
premise concepts, b) measurement of the fair value of instruments classified
in an entity's shareholders' equity, c) measurement of the fair value of
financial instruments that are managed within a portfolio, d) application of
premiums and discounts in a fair value measurement, and e) disclosures about
fair value measurements. These amendments will be effective prospectively
for interim and annual periods beginning after December 15, 2011. The
Company does not expect the adoption of the amendments to have a material
impact on its financial position, results of operations or cash flows.
In June 2011, the FASB provided amendments requiring an entity to present
the total of comprehensive income, the components of net income, and the
components of other comprehensive income either in a singular continuous
statement of comprehensive income or in two separate but continuous
statements, eliminating the option to present the components of other
comprehensive income as part of the statement of changes in stockholders'
equity. Additionally, the amendments require an entity to present
reclassification adjustments on the face of the financial statements from
other comprehensive income to net income. These amendments will be effective
retrospectively for fiscal years, and interim periods within those years,
beginning after December 15, 2011. The Company does not expect the adoption
of the amendments to have a material impact on its financial position,
results of operations, or cash flows, but will require the Company to present
the statements of comprehensive income separately from its statements of
equity, as these are currently presented on a combined basis.
Other pronouncements issued by the FASB or other authoritative accounting
standard groups with future effective dates are either not applicable or are
not expected to be significant to the financial statements of the Company.
3.STOCKHOLDERS' EQUITY:
Common Stock Offerings:
On June 7, 2006, the Company completed a private placement offering
of 7,600,000 common shares to its officers and directors for $76,000.
On September 30, 2006, the Company completed a private placement
offering of 6,450,000 to its remaining founders for $66,676.
4.RELATED PARTY TRANSACTIONS
a.Included in accounts payable and accrued liabilities is (2011 -$41,112;
2010 - $18,718) owing to the President of the Company.
b.On April 1, 2007, a management agreement was entered into with JPI, a
company controlled by the President of the company. Management fees (2011-
$Nil; 2010 - $10,196) relate to this agreement. Management fees for July
2009 to June 2010 have been waived. Included in accounts payable and
accrued liabilities is (2011 $Nil; 2010 - $22,228) owing to the Company.
c.On October 1, 2010, a management agreement was entered into with Buzan
Electrical Consultants (2003) Ltd., a company controlled by the President of
the Company. Management fees (2011 - $6,595 ; 2010 - $Nil) relate to this
agreement. Included in accounts payable and accrued liabilities is (2011 -
$12,281; 2010 - $Nil) owing to the Company.
d.Rental charges paid on a month-to-month basis to JPI are(2011 -
$Nil; 2010 - $1,457) and Buzan Electrical Consultants (2011 -
$2,271 ; 2010 - Nil). Rental charges for July 2009 to June 2010 have
been waived.
e.Professional fees include amounts attributed to S N Ventures Inc.
(2011 - $15,315 ; 2010 - $4,979), a company controlled by the Treasurer
of the Company. Included in accounts payable and accrued liabilities is
(2011 - $26,458 ; 2010 - $5,602) owing to the Company.
f.Listing and share transfer fees include amounts attributable to
UN Holdings Inc. (2011 - $3,566 ; 2010 - $3,054) a company controlled by
the brother of the Treasurer. Included in accounts payable and accrued
liabilities is (2011 - $11,742; 2010 - $3,433) owing to the Company.
These amounts are recorded at the exchange amount based on the amounts
paid and/or received by the parties.
5.INCOME TAXES
Deferred tax assets and liabilities:
Deferred tax assets: September 30, 2011
Operating loss carry-forwards $ 87,562
Valuation allowance (87,562)
---------------------------------------------------------------------
Net deferred tax asset $ -
=====================================================================
Management believes that it is not more likely than not that it will
create sufficient taxable income sufficient to realize its deferred
tax assets. It is reasonably possible these estimates could change due
to future income and the timing and manner of the reversal of deferred
tax liabilities. Due to its losses, the Company has no income tax
expense.
The Company has computed its 2011 operating loss carry-forwards for
income tax purposes to be $257,536.
6. Subsequent Event
On January 6, 2012, the Company received written consents in lieu of a
meeting of stockholders from holders of a majority of the shares of
Common Stock approving a Certificate of Amendment to the Certificate of
Articles of Incorporation of the Company, pursuant to which the Company
will increase the authorized capital from 50,000,000 common shares
authorized to 100,000,000 with a par value of .001. Preferred shares and
par value will remain as it is at 20,000,000 and .001 par value.
The Company on January 6, 2012, filed with the Secretary of the State of
Nevada to increase the authorized share capital of the Corporation to be
100,000,000 shares of common stock with a par value of $0.001 per share
plus 20,000,000 shares of preferred stock with a par value of $0.001
per share.
.F-5.
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS / PLAN OF OPERATION
The following discussion should be read in conjunction with our
Financial statements and attached notes. This discussion may contain
forward-looking statements that could involve risks and uncertainties.
Forward-looking Statements:
The statements contained in this 10-Q that are not historical fact are
"forward-looking statements," which can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "should,"
or "anticipates," the negatives thereof or other variations thereon or
comparable terminology, and include statements as to the intent, belief or
our current expectations with respect to the future operations, performance
or position. These forward-looking statements are estimates and predictions.
We cannot assure you that the future results indicated, whether expressed or
implied, will be achieved. While sometimes presented with numerical
specificity, these forward-looking statements are based upon a variety of
assumptions relating to our business, which, although currently considered
reasonable by us, may not be realized. Because of the number and range of the
assumptions underlying our forward-looking statements, many of which are
subject to significant uncertainties and contingencies beyond our reasonable
control, some of the assumptions inevitably will not materialize and
unanticipated events and circumstances may occur subsequent to the date of
this 10-Q. These forward-looking statements are based on current
information and expectation and we assume no obligation to update them at any
stage.
Therefore, our actual experience and results achieved during the period
covered by any particular forward-looking statement may differ substantially
from those anticipated. Consequently, the inclusion of forward-looking
statements should not be regarded as a representation by us or any other
person that these estimates will be realized, and actual results may vary
materially. We cannot assure that any of these expectations will be realized
or that any of the forward-looking statements contained herein will prove to
be accurate.
Description of Business:
Border Management was formed to offer a "one stop" management and consulting
service to corporations and individuals wanting to commence business
operations in Canada. We have a mature base of consultants that we can draw
on to assist our Directors in providing services to our clients. We are
therefore able to provide advice directly or through a sound base of
business, engineering, legal, and other professionals relating to a wide
variety of issues.
.6.
Border Management was incorporated on June 7, 2006 and has commenced
operations.
Critical Accounting Policies:
Our financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America, which require
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements, the
disclosure of contingent assets and liabilities, and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates. The critical accounting policies that affect our
more significant estimates and assumptions used in the preparation of our
financial statements are reviewed and any required adjustments are recorded
on a monthly basis.
Results of Operations:
Substantial positive and negative fluctuations can occur in our business due
to a variety of factors, including variations in the economy, and the
abilities to raise capital. As a result, net income and revenues in a
particular period may not be representative of full year results and may vary
significantly in this early stage of our operations. In addition results of
operations, may vary in the future, and will be materially affected by many
factors of a national and international nature, including economic and market
conditions, currency values, inflation, the availability of capital, the
level of volatility of interest rates, the valuation of security positions
and investments and legislative and regulatory developments. Our results of
operations also may be materially affected by competitive factors and our
ability to attract and retain highly skilled individuals.
Period Ended September 30, 2011:
Our continued operations have not generated service revenues to date. Much of
our preliminary organization has been completed including establishing our
office premises and accounting system. During the last three months our
focus has been on continued discussions with our business contacts.
Should we be able to develop a client base, we anticipate our services will
be rendered to our clients on both an ongoing basis as well as a one time
and project consulting basis. If engaged on a project or one time basis, we
will recognize revenues at the time that all services have been substantially
completed. At the discretion of our management, we may accept restricted
equity securities in certain entities as payments for services provided to
these entities. Some of these entities may be newly formed, have no operating
history, and the market for such securities would be very limited. In the
event that there is a public market for the securities, we will record the
securities at a discount from the market price, since (i) the securities are
restricted and (ii) there is no assurance that the value of these securities
will be realized. The amount of shares we will accept in lieu of a portion of
a client's cash payment is situation specific.
Comparison of Three Month Periods Ended September 30, 2011, and
September 30, 2010
The major changes in specific accounts in our operating statement for the
three month period ended September 30, 2011 as compared to the previous
three month period ended September 30, 2010 are as follows:
Revenue
Revenue for the three month period ended September 30, 2011 was $Nil.
Previous year's revenue for the three months ended September 30, 2010
was $Nil.
Expenses
Listing and share transfer fees decreased from $3,192 during the three
month period of September 30, 2010 to $1,950 for the three month period
ending September 30, 2011.
Management fees for the three months ended September 30, 2011 were $2,462.
Management fees of $10,196 were incurred during the three months ended
September 2010.
Professional fees of $3,750 were incurred for the three month period ended
September 30, 2011 as compared to $6,579 for the three months ended
September 30, 2010.
Rent of $1,457 was incurred during the three month period ended September
30, 2010. Rent of $722 was incurred during the three month period ended
September 30, 2011.
The net loss for the three month period ended September 30, 2011 was
$6,343 or $0.000451 per share compared to a loss of $22,438 for the three
months ended September 30, 2010, a decrease of $16,095.
Comparison of Nine Month Periods Ended September 30, 2011, and
September 30, 2010
The major changes in specific accounts in our operating statement for the
nine month period ended September 30, 2011 as compared to the previous
nine month period ended September 30, 2010 are as follows:
Revenue
Revenue for the nine month period ended September 30, 2011 was $Nil.
Previous year's revenue for the nine months ended September 30, 2010
was $Nil.
Expenses
Listing and share transfer fees decreased from $6,814 during the nine
month period of September 30, 2010 to $4,866 for the nine month period
ending September 30, 2011.
Management fees for the nine months ended September 30, 2011 were $6,595.
Management fees of $10,196 were incurred during the nine months ended
September 30, 2010.
Professional fees of $16,679 were incurred for the nine month period ended
September 30, 2011 as compared to $12,207 for the nine month period ended
September 30, 2010.
Rent of $1,457 during the nine month period ended September 30, 2010 was
incurred. Rent of $2,271 was incurred during the nine months ended September 30,
2011.
The net loss for the nine month period ended September 30, 2011 was
$30,141 or $0.000214 per share compared to a loss of $31,377 for the nine
months ended September 30, 2010, a decrease of $1,236.
.7.
Off-Balance Sheet Arrangements:
We do not have any off balance sheet arrangements that are reasonably likely
to have a current or future effect on our financial condition, revenues,
results of operations, liquidity or capital expenditures.
Contractual Obligations
We have no Contractual obligations.
Liquidity Management:
Liquidity is the ability to meet current and future financial obligations
of a short-term nature. Our primary sources of funds will consist of
management and consulting revenues. During the next twelve months, we will
continue our research into our specific industry, management systems, and
marketing. We have also commenced operations with the creation of our
website and the marketing of our services. As we now longer have cash, we
will be required to issue additional share capital or secure debt financing.
Depending on market conditions, we may be required to pay high rates of
interest on such loans. We believe, we will not have enough cash available
to satisfy our requirements during the next twelve months unless the Company
produces sufficient revenues or we issue additional share capital or secure
debt financing.
As of September 30, 2011, the Company's balance sheet reflects total current
assets of $7,143 and total current liabilities of $122,003. The Company has
a deficit accumulated in the development stage of $257,536. As stated, we do
not believe we will have sufficient assets or capital resources to pay the
Company's on-going expenses during the next twelve months as well as seek out
business opportunities. The Company has no agreement in place with its
shareholders or other persons to pay expenses on its behalf. Individual
shareholders are under no obligation to pay such expenses.
Operational Matters:
Over the next twelve months, assuming we are able to acquire funding we will
proceed with limited research, recruitment, and marketing plans.
Our industry research will be ongoing. We will monitor what services our
competitors offer along with their strengths, weaknesses, and fees. We will
also monitor changes in Federal and Provincial legislation, which is likely
to affect our clients and our ability to deliver professional service.
.8.
Our recruiting efforts will be to attract and contract with professionals
such as engineers, lawyers, and accountants outside of our company. We will
also recruit prospective employees and professionals to work within our
company. Employees, however, will only be hired as workload demands. As
such we cannot say at this time how many, if any, will be hired during the
next twelve months.
Our marketing objective will be to solicit clients outside and to a lesser
extent inside of Canada. Our marketing may include the use of newspapers
and the internet. We will consider trade journals, various print mediums such
as brochures, and some travel to meet prospective clients. We will change our
website as may be necessary.
Capital Resources and Primary Investing Activities:
We do not anticipate any major investing activities in the next twelve
months. Neither do we expect any major purchases or sales of plant and
equipment.
In addition to the other information set forth in this report, you should
carefully consider the factors discussed in Part II, "Item 6. Risk Factors"
in our Annual Report on Form 10-K for the period ended December 31, 2010,
which could materially affect our business, financial condition or future
results. The risks described in our Annual Report on Form 10-K are not
the only risks that we face. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial also may
materially affect our business, financial condition and/or operating results.
.9.
ITEM 3.QUANTITATIVE AND QUALITIVE DISCLOSURE ABOUT MARKET RISKS
Our Company's financial instruments are not materially impacted by changes
in interest rates.
ITEM 4. CONTROLS AND PROCEDURES
Management's Report on Internal Control over Financial Reporting. Our
Internal control over financial reporting is a process that, under the
supervision of and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, was designed to
provide reasonable assurances regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.
Our internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect our transactions and
dispositions of our assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only
in accordance with authorizations of our management and our trustees;
and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of our
assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the
risk that our controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
As management, it is our responsibility to establish and maintain
adequate internal control over financial reporting. As of September 30,
2011, under the supervision and with the participation of our
management, including our Chief Executive Officer, we evaluated the
effectiveness of our internal control over financial reporting using
criteria established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO"). Based on our evaluation, we concluded that the Company
maintained effective internal control over financial reporting as of
September 30, 2011, based on criteria established in the Internal Control
-Integrated Framework issued by the COSO.
This quarterly report does not include an attestation report of the
company's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to
attestation by the company's registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that
permit the company to provide only management's report in this
quarterly report.
Evaluation of disclosure controls and procedures. As of September
30, 2011, the Company's chief executive officer and chief financial officer
conducted an evaluation regarding the effectiveness of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) or
15d-15(e) under the Exchange Act. Based upon the evaluation of these
controls and procedures, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures
were effective as of the date of filing this quarterly report applicable
for the period covered by this report.
Changes in internal controls. During the period covered by this report,
no changes occurred in our internal control over financial reporting
that materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
.10.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Exhibits
Exhibit
31.1 Certification of the 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 the 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 Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the dates indicated:
SIGNATURE TITLE DATE
/s/ Qi Sun President, Director February 29, 2012
-----------------
Qi Sun
/s/ Da Zhi Yan Treasurer, Director February 29, 2012
-------------------
Da Zhi Yan
.11.
