UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

CADUCEUS SOFTWARE SYSTEMS CORP.

Form 10-Q

2 PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

Our unaudited interim financial statements for the three month period ended June 30, 2012 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

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CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

FINANCIAL STATEMENTS

June 30, 2012

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS

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F-1

F-2

F-3

CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2012

(Unaudited)

1. NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated under the laws of the State of Nevada, U.S. on December 13, 2006 under the name Bosco Holdings Inc.  On March 1, 2011, the Company changed its name from Bosco Holdings Inc. to Caduceus Software Systems Corp.  The Company is in the development stage as defined under Accounting Codification Standard (“ASC”) 915, “Development Stage Entities”, and its efforts were primarily devoted marketing and distributing laminate flooring to the wholesale and retail markets throughout North America. On June 9, 2011, the Company entered into a Licensing Agreement for the exclusive license to software optimized for use in the medical industry for patient management, patient appointment scheduling, physician memorandum recording, medical symptom and ailment recording and digital image recording. The Company is now in the business of providing medical software to medical professionals.  The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2012, and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s March 31, 2012 audited financial statements. The results of operations for the period ended June 30, 2012 is not necessarily indicative of the operating results for future quarters or the full year.

2. GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  For the period from inception, December 13, 2006 through June 30, 2012 the Company has accumulated losses of $5,227,737. There is substantial doubt as to the ability of the company to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. 

As of June 30, 2012, the Company has excess of current liabilities over its current assets by $81,083, with cash and cash equivalents representing $Nil.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Cash and Cash Equivalents

For purposes of Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents.

Use of Estimates and Assumptions

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

F-4

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2012

(Unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation

The financial statements are presented in United States dollars.  In accordance with ASC-830, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the period.  Gains or losses resulting from foreign currency transactions are included in results of operations.

Fair Value of Financial Instruments

The carrying value of cash, accounts payable and accrued liabilities, loans from related party and loan payable approximates their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Income Taxes

The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At June 30, 2012, a full-deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with ASC-260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Long-Lived Assets

The Company has adopted ASC-360, “Property, Plant and Equipment” which requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC-360 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. During the year ended March 31, 2012, the Company recorded a $4,965,000 impairment expense and reduced the license agreement book value to $0 (Note 5).

F-5

CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2012

(Unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Research and Development

The Company accounts for research and development costs in accordance with the ASC-730, “Research and Development”. Under ASC-730, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenditures of $0 for the period from December 13, 2006 (date of inception) to June 30, 2012.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. At June 30, 2012, the Company has cash in the amount of $Nil. The Company places its cash and temporary cash investments with credit quality institutions

Revenue Recognition

The Company will recognize revenue in accordance with ASC-605, “Revenue Recognition,” which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.

Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Advertising

The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $0 in advertising costs during the three months ended June 30, 2012 and June 30, 2011. 

Stock-based Compensation

The Company records stock based compensation in accordance with the guidance in ASC-718, “Compensation - Stock Compensation,” which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Recent accounting pronouncements

The Company management has reviewed recent accounting pronouncements issued through the date of the issuance of financial statements. In management’s opinion, except for those pronouncements detailed below, no other pronouncements apply or will have a material effect on the Company’s financial statements.

F-6

CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2012

(Unaudited)

4. COMMON STOCK

The total number of common shares authorized that may be issued by the Company is 400,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized.  As of June 30, 2012, the Company has issued and outstanding 276,700,000 shares of common stock.

During the three months June 30, 2007, the Company issued 209,600,000 shares of common stock for total cash proceeds of $25,400. 

On February 21, 2008, the Company's Board of Directors authorized and declared a five-for-one forward stock split of the Company's common stock. The stock split was effected in the form of a stock dividend distribution on March 27, 2008 to the stockholders on record on close of business February 21, 2008.  The stockholders received four additional shares of common stock for each share of common stock held as of the close of business on the record date. All shares and per-share data have been restated to reflect this stock split.

On February 16, 2011, the Company's Board of Directors approved an increase to the Company’s authorized capital, and declared an eight-for-one forward stock split of the Company's common stock.  Effective March 1, 2011, the Company’s authorized capital increased from 75,000,000 to 400,000,000 shares of common stock.  The stock split was effected in the form of a stock dividend distribution on March 3, 2011 to the stockholders on record on close of business February 16, 2011.  The stockholders received seven additional shares of common stock for each share of common stock held as of the close of business on the record date. All shares and per-share data have been restated to reflect this stock split.

On June 9, 2011, the Company issued 66,200,000 common stock to Sygnit Corporation (“Sygnit”) pursuant to the licensing agreement (refer to Note 5).

On November 4, 2011, the Company completed a private placement of common stock pursuant to Regulation S of the Securities Act of 1933 (the “Act”) and sold 900,000 units to one corporation and raised $100,000. Each unit consisted of one share of common stock; one series A warrant; and, one series B warrant. Each series A warrant is exercisable into one share of common stock at an exercise price of $0.15 per warrant and each series B warrant is exercisable into one share of common stock at an exercise price of $0.25 per warrant. The series A warrants are exercisable for a period of 36 months from November 4, 2011 and the series B warrants are exercisable for a period of 48 months from November 4, 2011. The transaction took place outside the United States of America and the purchaser was a non-US corporation as defined in Regulation S of the Act.

Share Purchase Warrants

The continuity of share purchase warrants during the three month period ended June 30, 2012 is as follows:

F-7

CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2012

(Unaudited)

5. LICENSING AGREEMENT

On June 9, 2011, the Company entered into a Licensing Agreement with Sygnit. Pursuant to the Licensing Agreement the Company received an exclusive license to the Caduceus MMS software system developed by Sygnit as well as all peripheral documentation, source code and object code relating to this software and any of its accompanying parts. The license is for a period of 5 years, but if the Company is able to raise an aggregate of $200,000 in financing within 6 months, the license extends perpetually. As consideration for the license, the Company issued 66,200,000 shares of common stock and a director of the Company transferred an additional 63,800,000 shares of common stock to Sygnit.  The 66,200,000 shares of common stock issued to Sygnit was recorded at the closing stock price which is $0.075 per common stock for a total fair value of $4,965,000.

On June 30, 2011, the Company reviewed the fair value of licensing agreement for potential impairment.  Considering all the facts and circumstances, the Company could not forecast future cash flow with enough certainty. In accordance with US GAAP, the Company recorded a $4,965,000 impairment expense and reduced the license agreement book value to $0.

6. LOAN PAYABLE

As of June 30, 2012, the Company owes an unrelated third party $15,224 (Cdn$15,500) (March 31, 2012 - $15,539).  The loan is non-interest bearing, and due on demand.

As of June 30, 2012, the Company owes $10,321 to two unrelated third parties.  The loans are non-interest bearing, and are due on demand.

7. RELATED PARTY TRANSACTIONS

On January 31, 2011, the President of the Company loaned the Company $3,000.  The loan is non-interest bearing, due upon demand and unsecured.  As of June 30, 2012 the President of the Company loaned the Company another $2,947 (Cdn$3,000) and incurred expenses and consulting fees on behalf of the Company for $6,538 for a total of $12,485.  The loan is non-interest bearing, due upon demand and unsecured.

As of June 30, 2012 a director of the Company loaned the Company $2,357 (March 31, 2012 – $2,357).  The loan is non-interest bearing, due upon demand and unsecured.

8. CONTINGENCY

The Company disputes charges with RBSM LLP (predecessor auditor) for the review of the Form 8-K and correspondence with the successor auditor during 2008, in amount of $3,025. The Company examined the invoices, and decided that charges for the review of the 8K and correspondence with the successor auditor are excessive.  

9. SUBSEQUENT EVENTS

The Company has determined that there were no subsequent events up to and including the date of the issuance of these financial statements that warrant disclosure or recognition in the financial statements.

F-8

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

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "our company", mean Caduceus Software Systems Corp., unless otherwise indicated.

General Overview

We were incorporated as a Nevada company on December 13, 2006.  On March 1, 2011 we changed our name from Bosco Holdings Inc. to Caduceus Software Systems Corp. and increased our authorized capital to 400,000,000 shares of common stock.  As of March 3, 2011 we also undertook a forward split of our issued and outstanding shares on a basis of 1 old for 8 new.  We maintain our business offices at 42a High Street, Sutton Coldfield, West Midlands, United Kingdom, and our telephone number is +44-0121-695-9585.

Previous Business

Until June 9, 2011, we were engaged in the business of marketing and distributing laminate flooring in both the mass wholesale and retail markets throughout North America.  We entered into a marketing and sales distribution agreement with our supplier, Bossco-Laminate Co., Ltd., a private Russian company.  However, we were not able to find sufficient investment in order to expand our business and our management was forced to change our business focus.

Current Business

On June 9, 2011 we entered into and closed a licensing agreement with Sygnit Corporation for the exclusive license to software for use in the medical industry for patient management, patient appointment scheduling, physician memorandum recording, medical symptom and ailment recording and digital image recording.  We are now a  software company that currently offers a suite of medical management applications, collectively named Caduceus MMS, that focus on an alternative to traditional patient administration systems, reducing the time and expense involved in managing appointment scheduling, providing practitioners with a comprehensive set of resource, prescription and contraindication libraries, and a sophisticated architecture designed to minimize the billing submission time while maximizing the successful reimbursements to the clinic.

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Products and Services

Through the license agreement with Sygnit, we are able to provide a suite of software to medical professionals.  Our software offerings are designed in stages so that each component and phase carefully addresses both the practitioner’s administrative and level-of-service requirements.  Unlike most EHR (Electronic Health Recording) or EMB (Electronic Medical Billing) systems that handle either billing or scheduling, Caduceus MMS is equipped to manage an entire practice.  In order to remain streamlined Caduceus MMS is structured as a set of closely inter-related service units, scalable modules, and upgradeable libraries.

We expect that Caduceus MMS will primarily be installed and used in a clinical or office environment, thus it was primarily designed to be implemented in a local network on standard Windows-based computer systems.  In this configuration, the software requires almost no additional hardware outlay; it can be installed and used almost immediately.  With the addition of server and imaging modules, Caduceus MMS can be adapted to take advantage of more equipment.  This premise gives the client a shallow investment curve to overcome, rather than being forced to pay tens to hundreds of thousands to prepare the typical complex EHR.

Results of Operations

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

Our net loss for the three month period ended June 30, 2012 was $14,625 compared to a net loss of $4,978,673 during the three month period ended June 30, 2011, an decrease of $4,964,048.  

Expenses

Our operating expenses for the three months ended June 30, 2012 and 2011 are outlined in the table below:

During the three month period ended June 30, 2012, we incurred general and administrative expenses of approximately $14,971 compared to $13,673 incurred during the three month period ended June 30, 2011, an increase of $1,298. The general and administrative expenses incurred during the three month period ended June 30, 2012 consisted primarily of legal and accounting costs. 

Operating expenses for the three months ended June 30, 2012 decreased by 99.7% as compared to the comparative period in 2011 primarily as a result of a lack of impairment of licensing agreement cost.   

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Revenue

We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.

Liquidity and Capital Resources

Three Month Period Ended June 30, 2012 and 2011

Working Capital

Cash Flows

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the three month period ended June 30, 2012, net cash flows used in operating activities was $8,878, consisting of a net loss of $14,625, accounts payables and accrued liabilities of $2,718, and due to related party of $3,029. For the three month period ended June 30, 2011, net cash flows used in operating activities was $13,396, consisting of a net loss of $4,978,673, impairment of licensing agreement cost of $4,965,000, accounts payable and accrued liabilities of $216 and due to related party of $493.  

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the three month period ended June 30, 2012, net cash used in financing activities was $295 compared to $12,447 net cash provided by financing activities for the three month period ended June 30, 2011.

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

We estimate that our expenses over the next 12 months will be approximately $227,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

Specifically, we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:

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Future Financings

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $227,000 over the next 12 months to pay for our ongoing expenses. These expenses include legal, accounting and audit fees as well as general and administrative expenses.  These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Going Concern

We have generated only nominal revenues and are dependent upon obtaining outside financing to carry out our operations and pursue our business development activities. If we are unable to generate future cash flows, raise equity or secure alternative financing, we may not be able to continue our operations and our business plan may fail. You may lose your entire investment.

If our operations and cash flow improve, our management believes that we can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or an improvement in our liquidity situation. The threat of our ability to continue as a going concern will cease to exist only when our revenues have reached a level able to sustain our business operations.

Off-Balance Sheet Arrangements

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

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Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.  These estimates and assumptions are affected by management’s application of accounting policies.  We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Use of Estimates and Assumptions

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

Foreign Currency Translation

The financial statements are presented in United States dollars.  In accordance with ASC-830, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the period.  Gains or losses resulting from foreign currency transactions are included in results of operations.

Fair Value of Financial Instruments

The carrying value of cash, accounts payable and accrued liabilities, loans from related party and loan payable approximates their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management’s opinion our company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Income Taxes

Our company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At June 30, 2012, a full-deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Basic and Diluted Loss Per Share

Our company computes loss per share in accordance with ASC-260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Our company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Long-Lived Assets

Our company has adopted ASC-360, “Property, Plant and Equipment” which requires that long-lived assets and certain identifiable intangibles held and used by our company be reviewed for impairment whenever events or

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changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. Our company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC-360 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. During the year ended March 31, 2012, our company recorded a $4,965,000 impairment expense and reduced the license agreement book value to $0 (Note 5).

Revenue Recognition

Our company will recognize revenue in accordance with ASC-605, “Revenue Recognition,” which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.

Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Our company will defer any revenue for which the product has not been delivered or is subject to refund until such time that our company and the customer jointly determine that the product has been delivered or no refund will be required.

Stock-based Compensation

Our company records stock based compensation in accordance with the guidance in ASC-718, “Compensation - Stock Compensation,” which requires our company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. Our company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

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Changes in Internal Control

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mining Safety Disclosures

Not applicable.

Item 5.  Other Information

None.

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Item 6.  Exhibits

*      Filed herewith.

**   Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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SIGNATURES

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

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