Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - ARBOR ENTECH CORPFinancial_Report.xls
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - ARBOR ENTECH CORPsection302cert_ex31z1.htm
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - ARBOR ENTECH CORPsection906cert_ex32z1.htm


SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 10-Q


QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarter Ended

 

Commission File Number

January 31, 2012

 

000-30432


ARBOR ENTECH CORPORATION


 

 

 

State of Incorporation

 

IRS Employer Identification

Delaware

 

22-2335094


7100 Island Blvd., Slip 21, Aventura, FL 33160


Telephone (305) 466-6988



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes   X  . No      .

 

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the 12 preceding months (or such shorter period that the registrant was required to submit and post such file).       


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.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes   X  . No      .

 

As of January 31, 2012, the registrant had a total of 7,350,540 shares of Common Stock outstanding.

 







ARBOR ENTECH CORPORATION

INDEX


 

 

 

 

 

PART I.

 

Financial Information

 

Page

Number

 

 

 

 

 

Item 1.

 

Financial Statements

 

 

 

 

 

 

 

 

 

Condensed Balance Sheets – January 31, 2012 (unaudited) and April 30, 2011

 

3

 

 

 

 

 

 

 

Condensed Statements of Operations – Three Months Ended January  31, 2012 and 2011 (unaudited)

 

4

 

 

 

 

 

 

 

Condensed Statements of Operations – Nine Months Ended January 31, 2012 and 2011 (unaudited)

 

5

 

 

 

 

 

 

 

Condensed Statements of Cash Flows – Nine Months Ended January 31, 2012 and 2011 (unaudited)

 

6

 

 

 

 

 

 

 

Notes to Condensed Financial Statements

 

7

 

 

 

 

 

Item 2.

 

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

 

8

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

9

 

 

 

 

 

Item 4T.

 

Controls and Procedures

 

9

 

 

 

 

 

PART II.

 

Other Information

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

10

 

 

 

 

 

Item 1A.

 

Risk Factors

 

10

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of proceeds

 

10

 

 

 

 

 

Item 3.

 

Defaults on Senior Securities

 

10

 

 

 

 

 

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

10

 

 

 

 

 

Item 5.

 

Other Information

 

10

 

 

 

 

 

Item 6.

 

Exhibits

 

10





2





ARBOR ENTECH CORPORATION

CONDENSED BALANCE SHEETS


 

 

 

 

 

ASSETS

 

 

 

 

 

 

January 31, 2012

 

April 30, 2011

 

 

(Unaudited)

 

 

Current Assets:

 

 

 

 

Cash and Cash Equivalents

$

331,203

$

351,605

 

 

 

 

 

Total Current Assets

 

331,203

 

351,605

 

 

 

 

 

Total Assets

$

331,203

$

351,605

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

Accounts Payable and Accrued Liabilities

$

-

$

-

 

 

 

 

 

Total Current Liabilities

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

Preferred Stock, $.001 Par Value; Authorized 1,000,000; None Issued and Outstanding

 

-

 

-

Common Stock, $.001 Par Value;  Authorized 100,000,000 and 10,000,000 Shares; Issued and Outstanding 7,350,540 Shares as of January 31, 2012 and April 30, 2011, respectively

 

7,350

 

7,350

Additional Paid-In Capital

 

2,372,640

 

2,372,640

Retained Earnings (Deficit)

 

(2,048,787)

 

(2,028,385)

 

 

 

 

 

Total Stockholders’ Equity

 

331,203

 

351,605

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

$

331,203

$

351,605


See accompanying notes to condensed financial statements.




3




ARBOR ENTECH CORPORATION

CONDENSED STATEMENTS OF OPERATIONS


 

 

 

 

 

 

 

Three Months Ended

 

 

(Unaudited)

 

 

January 31,

 

 

2012

 

2011

 

 

 

 

 

Net Sales

$

-

$

-

 

 

 

 

 

Costs and Expenses:

 

 

 

 

Selling, General and Administrative Expenses

 

5,337

 

8,615

 

 

5,337

 

8,615

 

 

 

 

 

Loss from Operations

 

(5,337)

 

(8,615)

Other Income:

 

 

 

 

Interest

 

246

 

327

 

 

 

 

 

Net Income (Loss)

$

(5,091)

$

(8,288)

 

 

 

 

 

Income (Loss) Per Common Share – Basic

$

-

$

-

 

 

 

 

 

Weighted Average Shares Outstanding

 

7,350,540

 

7,350,540


See accompanying notes to condensed financial statements.




4




ARBOR ENTECH CORPORATION

CONDENSED STATEMENTS OF OPERATIONS


 

 

 

 

 

 

 

Nine Months Ended

 

 

(Unaudited)

 

 

January 31,

 

 

2012

 

2011

 

 

 

 

 

Net Sales

$

-

$

-

 

 

 

 

 

Costs and Expenses:

 

 

 

 

Selling, General and Administrative Expenses

 

21,022

 

28,984

 

 

21,022

 

28,984

 

 

 

 

 

Loss from Operations

 

( 21,022)

 

(28,984)

Other Income:

 

 

 

 

Interest

 

620

 

1,065

 

 

 

 

 

Net Income (Loss)

$

(20,402)

$

(27,919)

 

 

 

 

 

Income (Loss) Per Common Share – Basic

$

-

$

-

 

 

 

 

 

Weighted Average Shares Outstanding

 

7,350,540

 

7,350,540


See accompanying notes to condensed financial statements.




5




ARBOR ENTECH CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS


 

 

 

 

 

 

 

Nine Months Ended

 

 

(Unaudited)

 

 

January 31,

 

 

2012

 

2011

Cash Flows from Operating Activities:

 

 

 

 

Net Income (Loss)

$

(20,402)

$

(27,919)

Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) in Operating Activities:

 

 

 

 

 

 

 

 

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

Increase (Decrease) in Accounts Payable and Accrued Liabilities

 

-

 

(4,038)

 

 

 

 

 

Total Adjustments

 

-

 

 (4038)

 

 

 

 

 

Net Cash Provided (Used) in Operating Activities

 

(20,402)

 

(31,957)

 

 

 

 

 

Cash Flows from Investing Activities:

 

-

 

-

 

 

 

 

 

Cash Flows from Financing Activities

 

-

 

-

 

 

 

 

 

Increase (Decrease) in Cash and Cash Equivalents

 

(20,402)

 

(31,957)

 

 

 

 

 

Cash and Cash Equivalents – Beginning of Period

 

351,605

 

386,388

 

 

 

 

 

Cash and Cash Equivalents – End of Period

$

331,203

$

354,431

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

Cash Paid for Interest

$

-

$

-

 

 

 

 

 

Cash Paid for Income Taxes

$

-

$

-


See accompanying notes to condensed financial statements.





6




ARBOR ENTECH CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS


(A)  The interim condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission from the accounts of Arbor Entech Corporation (the “Company”) without audit; however, in the opinion of management, the information presented reflects all adjustments of a normal recurring nature which are necessary to present fairly the Company’s financial position and results of operations and cash flows for the periods presented.  It is recommended that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s fiscal year 2011 Annual Report on Form 10-K filed on July 13, 2011 and other financial reports filed by the Company from time to time.


(B)  SIGNIFICANT ACCOUNTING POLICIES


Cash and Cash Equivalents


The Company considers all highly liquid short-term investments with a maturity of three months or less at time of purchase to be cash equivalents.


Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. Actual results could differ from those estimates.


(C)  Certificate of Amendment


On December 1, 2011, the Board of Directors has approved and the majority of stockholders have consented to an increase in the authorized capital stock from 10,000,000 common shares, $.001 par value, to 101,000,000 shares of capital stock, consisting of 100,000,000 shares of common stock, $.001 par value, and 1,000,000 shares of preferred stock, $.001 par value. The preferred stock shall be issuable in series with such rights, preferences and terms as determined by the board of directors. The Certificate of Amendment to the Company’s Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 4, 2012.





7




ARBOR ENTECH CORPORATION


Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


This report may contain “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 (including any statements regarding the Company’s outlook for fiscal 2012 and beyond). Any forward looking statements are subject to a number of risks and uncertainties. These include, among other risks and uncertainties, without limitation, the lack of any current business operation, the possible failure to identify a suitable acquisition candidate, and specific risks which may be associated with any new business or acquisition that we may acquire.


In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this report to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based. We qualify all of our forward-looking statements by these cautionary statements.


Critical Accounting Policies and Significant Judgments and Estimates


The Securities and Exchange Commission ("SEC") issued disclosure guidance for "critical accounting policies." The SEC defines "critical accounting policies" as those that require the application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.


Our significant accounting policies are described in the Notes to these financial statements. Currently, based on the Company’s limited activity, we do not believe that there are any accounting policies that require the application of difficult, subjective or complex judgments.


Historical Background

 

Historically, we were a wood products company that had been in business since 1980. Our business fluctuated over the years. We were almost wholly dependent on sales to The Home Depot, Inc. As discussed below in “Discontinued Operations,” on September 2, 2003, we discontinued our wood products business.

 

Currently, we are seeking other business opportunities, but there can be no assurance that such opportunities will be identified, capitalized upon, or result in any profits.


Results of Operations

 

Since we discontinued our wood products business in 2003, we have had no sales revenue, including during the three and nine months ended January 31, 2012. Selling, general and administrative expenses were $ 5,337 for the quarter ended January 31, 2012, as compared to $8,615 for the comparable prior period. Selling, general and administrative expenses were $ 21,022 for the nine months ended January 31, 2012, as compared to $28,984 for the comparable prior period. The changes in selling, general and administrative expenses were primarily due to changes in professional fees for the respective reporting periods.


For the quarter ended January 31, 2012, we had a net loss of $5,091 compared to a net loss of  $8,288 for the comparable prior period. The decrease in net loss was primarily due to a decrease in professional fees.


For the nine months ended January 31, 2012, we had a net loss of  $20,402 compared to net loss of  $27,919 for the comparable prior period. The decrease in net loss was primarily due to decrease in professional fees and a decrease in interest income.




8




Discontinued Operations

 

On September 2, 2003, we terminated our business relationship with Home Depot due to increased difficulties in transacting business with such company on a profitable basis. These difficulties included Home Depot’s prohibition against price increases, despite increases in our costs of production, a diminution in the Home Depot territories to which we were allowed to sell product, and Home Depot’s demands regarding returns of ordered products that we were unwilling to accede to for economic reasons. The sale of our real estate resulted in a gain of approximately $186,000 for the year ended April 30, 2005.

 

Liquidity and Capital Resources

 

At January 31, 2012, we had working capital of $331,203, compared to working capital of $351,605 at April 30, 2011.

 

As of January 31, 2012, we had cash and cash equivalents of $331,203 a decrease of approximately $20,402, compared with our cash on hand at April 30, 2011. Our assets at January 31, 2012 consisted solely of cash.


Operating activities used $20,402 in cash for the nine months ended January 31, 2012, as compared to $31,957 during the comparable prior period.

 

Since terminating our wood products business in September 2003, due to limited cash resources and a limited and sporadic trading market for our Common Stock, among other reasons, we have been unable to find a suitable business opportunity or merger candidate. Nevertheless, we continue to seek business opportunities, including potential acquisition candidates.


During the remainder of fiscal 2012, we do not anticipate that we will incur any capital expenditures.


We anticipate that our operating activities will generate negative net cash flow during the balance of fiscal 2012. We believe that the cash on hand will be sufficient for meeting our liquidity and capital resource needs for the next year.


Off-Balance Sheet Transactions

 

We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.


Item3. Quantitative and Qualitative Disclosures about Market Risk


This Item is not applicable because we are a “smaller reporting company,” as defined by applicable SEC regulation.


Item 4T. Controls and Procedures


Management’s Report on Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer/Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating the cost-benefit relationship of possible changes or additions to our controls and procedures.


As of January 31, 2012, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer/Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Principal Executive Officer/Principal Financial Officer concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, provide a reasonable level of assurance that they are effective in enabling us to record, process, summarize and report information required to be included in our periodic SEC filings within the required time period.


Changes in Internal control Over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




9




PART II. OTHER INFORMATION


Item 1. Legal Proceedings


None


Item 1A. Risk Factors


This Item is not applicable because we are a “smaller reporting company,” as defined by applicable SEC regulation.


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


None


Item 3. Defaults on Senior Securities


None


Item 4. Reserved


Item 5. Other Information


On December 1, 2011, the Board of Directors has approved and the majority of stockholders have consented to an increase in the authorized capital stock from 10,000,000 common shares, $.001 par value, to 101,000,000 shares of capital stock, consisting of 100,000,000 shares of common stock, $.001 par value, and 1,000,000 shares of preferred stock, $.001 par value. The preferred stock shall be issuable in series with such rights, preferences and terms as determined by the board of directors. The Certificate of Amendment to the Company’s Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 4, 2012.



Item 6.  Exhibits


3(a)

Certificate of Incorporation, previously filed as an exhibit to the Company's Registration Statement on Form 10-SB (SEC File No. 0-30432) filed on or about July 30, 1999, and incorporated herein by this reference.

3(b)

Amendment to Certificate of Incorporation*

3(c)

By-laws of the Company, previously filed as an exhibit to Amendment No. 1 to the Company's Registration Statement on Form 10-SB (SEC File No. 01-15207) filed on or about August 2, 1999, and incorporated herein by this reference.

4.

Form of common stock certificate, filed as the same exhibit number to our Form 10Q filed on March 17, 2009, and incorporated herein by this reference.

31.

Certification of the Principal Executive and Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.*

32.

Certification of the Principal Executive and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.INS

XBRL Instance Document *

101.SCH

Document, XBRL Taxonomy Extension *

101.CAL

Calculation Linkbase, XBRL Taxonomy Extension Definition *

101.DEF

Linkbase,XBRL Taxonomy Extension Labels *

101.LAB

Linkbase, XBRL Taxonomy Extension *

101.PRE

Presentation Linkbase *


____________________

             * Filed herewith.




10




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




 

 

 

ARBOR ENTECH CORPORATION

 

 

 

 

Date: March 7, 2012

/s/ Brad Houtkin     

 

Brad Houtkin

 

Principal Executive Officer and

Principal Financial Officer








11