UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the quarterly period ending July 31, 2012

OR

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the transition period from ________    to ________.

 

Commission file number: 000-53554

SHC ADVANCE SERVICES INC.

(Exact name of registrant as specified in its charter)

 

Delaware		27-3819428
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification number)
c/o Ellenoff Grossman & Schole LLP 150 East 42 nd Street New York, New York		10017
(Address of Principal Executive Offices)		(Zip Code)

 

212-370-1300

(Registrant’s Telephone Number, Including Area Code)

 

n/a

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x   No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ¨   No x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company.  See definition 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 ¨		Smaller reporting company x
(Do not 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).   Yes x  No ¨

 

As of September 11, 2012, there were 1,000,000 shares of company’s common stock, $0.001 par value per share, were outstanding. All shares of common stock of the Registrant’s are held by an affiliate. Therefore, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant is zero.

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION.		2
Item 1.	Financial Statements.	2
	Balance Sheets—July 31, 2012 (unaudited) and October 31, 2011	2
	Statement of Operations for the three and nine months ended July 31, 2012 and 2011 (unaudited) and for the period from October 14, 2010 (Inception) to July 31, 2012	3
	Statements of Stockholders’ Deficit—for the period from October 14, 2010 (Inception) to July 31, 2012 (unaudited)	4
	Statements of Cash Flows— for the nine months ended July 31, 2012 (unaudited) and for the period from October 14, 2010 (Inception) to July 31, 2012	5
	Notes to Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	7
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	9
Item 4	Controls and Procedures.	10
PART II – OTHER INFORMATION.		10
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 Upon Senior Securities.	10
Item 4.	Mine Safety Disclosures.	10
Item 5.	Other Information.	10
Item 6.	Exhibits.	10
SIGNATURES.		11

 

 

PART I

 

Item 1.         Financial Statements.

 

SHC ADVANCE SERVICES INC.

(a development stage company)

 

BALANCE SHEETS

 

 

		July 31, 2012 (unaudited)				October 31, 2011
Assets
Current Assets
Cash		$	-			$	5,000
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accruals		$	-			$	17,984
Stockholders' Deficit
Preferred stock, $.001 par value, 10,000,000 shares authorized,			-				-
no shares issued and outstanding
Common stock, $.001 par value, 30,000,000 shares authorized;			1,000				1,000
1,000,000 shares issued and outstanding
Additional paid-in capital			71,984				59,000
Subscription receivable			(30,000	)			(30,000	)
Deficit accumulated during development stage			(42,984	)			(42,984	)
TOTAL STOCKHOLDERS' DEFICIT			-				(12,984	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	-			$	5,000

 

  

 

See accompanying notes to financial statements

 

 

SHC ADVANCE SERVICES INC.

(a development stage company)

 

STATEMENTS OF OPERATIONS

(unaudited)

 

 

		Three months ended July  31,								Nine months ended July 31,								For the period from October 14, 2010 (inception) to
		2012				2011				2012				2011				July  31, 2012
Revenue		$	-			$	-			$	-			$	-			$	-
Expenses
General and administrative			-				(2,936	)			-				(7,202	)			(17,984	)
Legal fees paid by principal stockholder			-								-				-				(25,000	)
Net loss attributable to common stockholders		$	-			$	(2,936	)		$	-			$	(7,202	)		$	(42,984	)
Weighted Average Number of Common Shares Outstanding, basic and diluted			1,000,000				1,000,000				1,000,000				1,000,000				1,000,000
Basic and diluted net loss per share attributable to common stockholders		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.01	)		$	(0.04	)

 

 

  

 

See accompanying notes to financial statements

 

 

SHC ADVANCE SERVICES INC.

(a development stage company)

 

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the period from October 14, 2010 (inception) to July 31, 2012

(unaudited)

  

 

		Common Stock Shares				Common Stock Amount				Additional Paid- in Capital				Subscription Receivable				Deficit Accumulated during the development stage				Total stockholders’ deficit
Balance at October 14, 2010 (inception)			-			$	-			$	-			$	-			$	-			$	-
Sale of common stock issued to certain initial shareholders on October 14, 2010 (inception) at $.035 per share			1,000,000				1,000				34,000				(35,000	)			-				-
Legal fees paid by principal stockholders											25,000												25,000
Net loss attributable to common stock holders																			(30,000	)			(30,000	)
Balance at October 31, 2010			1,000,000				1,000				59,000				(35,000	)			(30,000	)			(5,000	)
Proceeds received under subscription agreement															5,000								5,000
Net loss attributable to common stock holders																			(12,984	)			(12,984	)
Balance at October 31, 2011			1,000,000				1,000				59,000				(30,000	)			(42,984	)			(12,984	)
Accrued expenses paid by principal stockholders											12,984												12,984
Balance at July 31, 2012			1,000,000			$	1,000			$	71,984			$	(30,000	)		$	(42,984	)		$	-

 

 

 

See accompanying notes to financial statements

 

 

SHC ADVANCE SERVICES INC.

 (a development stage company)

 

STATEMENT OF CASH FLOWS

(unaudited)

 

		Nine Months Ended July 31,								From October 14, 2010 (inception) to
		2012				2011				July  31, 2012
Cash Flows from Operating Activities
Net Loss attributable to common shareholders		$	-			$	(7,202	)		$	(42,984	)
Change in Operating Assets and Liabilities
Accruals			(5,000	)			(27,000	)			37,984
Loans from Director							34,202
Net Cash Used in Operating Activities			(5,000	)			-				(5,000	)
Cash Flows provided by Financing Activities
Proceeds received under subscription agreement			-								5,000
Net Change in Cash			(5,000	)
Cash—Beginning of Period			5,000								-
Cash—End of Period		$	-			$				$	-
Supplemental Schedule for Non-cash Financing Activities
Accrued expenses paid by principal stockholders		$	12,984			$	35,000			$	37,984
Common stock receivable		$	-			$	35,000			$	30,000

 

 

 

See accompanying notes to financial statements 

 

    

SHC ADVANCE SERVICES INC.

(a development stage company)

 

NOTES TO FINANCIAL STATEMENTS

 

1.

ORGANIZATION AND PRINCIPAL ACTIVITIES

  

SHC Advance Services Inc. (the “Company”), a development stage company, was incorporated in Delaware on October 14, 2010. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets that we have not yet identified (“Business Combination”). The Company has neither engaged in any operations nor generated significant revenue to date. The Company is considered to be in the development stage as defined in Financial Accounting Standards Board (FASB) Accounting Standard Codification, or ASC 915, “Development Stage Entities,” and is subject to the risks associated with activities of development stage companies. The Company has selected October 31 as its fiscal year end.

 

On January 26, 2012, pursuant to a securities purchase agreement (the “Agreement”), by and among Keeler Global Investors Ltd. (“Keeler”), Triglobal Investments Ltd. (“Triglobal”) and Ellenoff Grossman & Schole LLP (“EGS”), Keeler and Triglobal, the two stockholders of the Company, sold all of the shares of common stock of the Company they hold to EGS in consideration for legal services rendered. Following consummation of the transactions contemplated by the Agreement, EGS holds 100% of the voting securities of the Company. The transaction resulted in a change in control of the Company from Keeler and Triglobal to EGS.

 

On January 26, 2012, in accordance with the terms of the Agreement, Mr. Chang, our President, Chief Financial Officer, Secretary and director, and Mr. Chong, our Treasurer and a director, resigned from their positions as officers and directors of the Company effective immediately upon consummation of the transactions contemplated by the Agreement.

 

On January 26, 2012, in accordance with the terms of the Agreement, Mr. Selengut was appointed President, Mr. Grossman was appointed Treasurer and Chief Financial Officer and Mr. Ellenoff was appointed Secretary of the Company, each appointment effective immediately upon consummation of the transactions contemplated by the Agreement. Each of Messrs. Grossman, Ellenoff and Selengut are members of EGS, our sole stockholder.

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared from the books and records of the Company in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. The condensed statements of operations for the nine months ended July 31, 2012 are not necessarily indicative of the results to be expected for the full year or any future interim period.  These unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2011. In the opinion of management, all adjustments considered necessary for a fair presentation of the results for the interim periods presented have been reflected in such condensed financial statements.

 

(b)

Development stage company

 

The Company complies with the reporting requirements of FASB ASC 915, “Development Stage Entities.” At July 31, 2012, the Company has not commenced any operations nor generated revenue to date. All activity through July 31, 2012 relates to the Company’s formation and search for a suitable acquisition candidate. The Company will not generate any operating revenues until after completion of a Business Combination, at the earliest.

 

(c)

Net loss per common share

 

The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. At July 31, 2012 and 2011, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period and the period of inception to July 31, 2012.

 

 

(d)

Use of estimates

 

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

 

(e)

Recently issued or adopted standards

 

Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted, would have a material effect on the Company’s financial statements.

 

(f)

Reclassifications

 

Certain reclassifications have been made to amounts previously reported for 2011 with the 2012 presentation. Such reclassifications have no effect on previously reported net loss.

 

3.

ACCRUALS

 

At July 31, 2012, the Company has no accruals for expenses.

 

4.

INCOME TAXES

 

The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of July 31, 2012. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at July 31, 2012. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

  

5.

EQUITY

  

During the nine months ended July 31, 2012 and in connection with Agreement, the principal shareholder paid $12,984 of accrued expenses. This transaction has been reflected as capital contributed in accordance with ASC 225-10-S99-4, “Accounting for Expenses or Liabilities Paid by Principal stockholders”.

 

Item 2.

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

 

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us 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. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described under “Risk Factors” in our Form 10-K filed on March 9, 2012. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report.

 

 

Overview

 

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. There can be no assurance that the Company will ever consummate a business combination and achieve long-term growth potential or immediate, short-term earnings from any business combination the Company enter into.

 

On January 26, 2012, Keeler Global Investors Ltd. and Triglobal Investments Ltd. sold all of the shares of common stock of the Company they hold to Ellenoff Grossman & Schole LLP in consideration for legal services rendered. Following consummation of the transaction, Ellenoff Grossman & Schole holds 100% of the voting securities of the Company. Such transaction has not and will not affect the principal business objective of the Company.

 

On January 26, 2012, in accordance with the terms of the Agreement, Mr. Chang, our President, Chief Financial Officer, Secretary and director, and Mr. Chong, our Treasurer and a director, resigned from their positions as officers and directors of the Company effective immediately upon consummation of the transactions contemplated by the Agreement.

 

On January 26, 2012, in accordance with the terms of the Agreement, Mr. Selengut was appointed President, Mr. Grossman was appointed Treasurer and Chief Financial Officer and Mr. Ellenoff was appointed Secretary of the Company, each appointment effective immediately upon consummation of the transactions contemplated by the Agreement. Each of Messrs. Grossman, Ellenoff and Selengut are members of EGS, our sole stockholder.

 

Operating Expenses

 

During the quarter ended July 31, 2012 and for the period from October 14, 2010 (inception) through July 31, 2012, we have incurred no expenses other than fees paid to the Company’s U.S securities counsel and independent accounting firm and legal and printing fees associated with the SEC filings.

 

Liquidity and Capital Resources

 

The Company does not currently engage in any business activities that provide cash flow. The Company will be able to conduct its planned operation using currently available capital resources for a minimum of two months. During the next 12 months we anticipate incurring costs related to:

 

	●	filing of Exchange Act reports,
	●	payment of annual corporate fees, and
	●	investigating, analyzing and consummating an acquisition.

 

Management anticipates that fees associated with filing of Exchange Act reports including accounting fees and legal fees and payment of annual corporate fees will not exceed $20,000 within next 12 months. We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses. Management intends to search for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys and does not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds, would be desirable. If the management can find a suitable target company and decides to conduct exclusive due diligence, on top of the minimum level activity budget, we will have to budget for such additional fees relating to the investigation into the target Company including visiting the facilities and legal fees associated with the reverse merger, which will cost between $50,000 to $80,000. We anticipate we will need an additional $20,000 to $60,000 to consummate a business combination if a suitable target is ever identified and we probably will need more funds if we fail to close the merger with the first target and decide to look for another target. We expect that the expenses for the next 12 months and beyond such time will be paid with amounts that may be loaned to or invested in us by our stockholders, management or other investors. Our stockholder has agreed to pay any costs or expenses incurred by the Company until the successful completion of a business combination though we don’t have a written agreement with it. The loans will be non-interest bearing and payable upon the closing of an initial business combination. Since we have minimal assets and will cease business operations if we do not timely consummate a business combination and we continue to incur losses due to the expenses associated with being a reporting company under the Exchange Act.

 

  

Currently, our ability to continue as a going concern is dependant upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependant on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances. However there is no assurance of additional funding being available.

 

The Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

 

Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

 

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization.

 

The Company anticipates that the selection of a business combination will be complex and extremely risky. Our potential merger targets are firms seeking either the benefits of a business combination with an SEC reporting company and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. While a private operating company may achieve the same benefits by filing its own Exchange Act registration statement, such benefits can be achieved at a potentially faster rate with limited regulatory review through the completion of a business combination with a public reporting company. While a potentially available business combination may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. The time required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty.

 

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. There are numerous blank check companies that have gone public in the United States that have significant financial resources, that are seeking to carry out a business plan similar to our business plan. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors.

 

Off-Balance Sheet Arrangements

 

We have not entered into any 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 and would be considered material to investors.

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable.

 

 

Item 4.

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 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 President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management believes, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 

We carried out an evaluation as of July 31, 2012 under the supervision and with the participation of management, including our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our President and Chief Financial Officer concluded that our disclosure controls and procedures are effective to timely alert them to any material information that must be included in our periodic Securities and Exchange Commission filings.

 

Changes in Our Financial Reporting Internal Controls.

 

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended) during the fiscal quarter ended July 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

None.

 

Item 1A.

Risk Factors.

 

We are a smaller reporting company and, therefore, we are not required to provide information required by this Item.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3.

Defaults Upon Senior Securities.

 

None.

 

Item 4.

Mine Safety Disclosures.

 

Not applicable.

 

Item 5.

Other Information.

 

None.

 

Item 6.

Exhibits.

 

Number		Description
31.1		Certification of President Pursuant To Sarbanes-Oxley Section
31.2		Certification of Chief Financial Officer Pursuant To Sarbanes-Oxley Section
32.1		Certification Pursuant To 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002

 

   

SIGNATURES

 

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

 

	SHC ADVANCE SERVICES INC.
Dated: September 11 , 2012	By:	/s/ David Selengut
		Name: David Selengut
		Title: President