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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 ended September 30, 2012
 
o
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:  001-34203
 
CONFORCE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
 98-0426245
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
51A Caldari Road
2nd Floor
Concord, Ontario L4K 4G3
Canada
 (Address of principal executive offices)
 
           (416) 234-0266 
 (Registrant’s telephone number, including area code)
 
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 o
 

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 x  No o
 
 

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 definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer
o
       
Non-accelerated filer
o
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 o  No x
 
As of September 30, 2012, 160,120,049 shares of the Company’s common stock, $0.0001 par value, were issued and outstanding.


DOCUMENTS INCORPORATED BY REFERENCE
None.

 
 

 
 

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION. 
 
ITEM 1.  FINANCIAL STATEMENTS. 
3
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 
12
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 
  14
ITEM 4.  CONTROLS AND PROCEDURES. 
14
   
PART II – OTHER INFORMATION. 
 
ITEM 1.   LEGAL PROCEEDINGS. 
15
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 
  15
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES. 
 15
ITEM 4. MINE HEALTH AND SAFETY DISCLOSURES
15
ITEM 5.  OTHER INFORMATION. 
15
ITEM 6.  EXHIBITS.
15


 
2

 
 

PART I – FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


Conforce International Inc.
           
Unaudited Consolidated Interim Balance Sheets
           
As at September 30, 2012 and March 31, 2012 (US Dollars)
       
   
September 30,
2012
   
March 31,
2012
 
             
Assets
           
Current Assets
           
Cash and cash equivalents
  $ 374,798     $ 1,446,584  
Accounts receivable
    52,936       94,795  
Inventory
    686,234       683,994  
Prepaid expenses
    82,871       113,432  
      1,196,839       2,338,805  
                 
Property, plant and equipment
    2,553,234       2,578,551  
Intangible assets
    12,275       21,745  
Other non-current assets
    5,198       5,198  
    $ 3,767,546     $ 4,944,299  
                 
Liabilities
               
Current Liabilities
               
Accounts payable and accrued liabilities
  $ 243,372     $ 326,052  
Current portion of term loan (note 5)
    25,987       24,836  
Current portion of loan (note 6)
    100,000       100,000  
      369,359       450,888  
                 
Related party loan payable (note 7)
    1,214,280       1,154,827  
Term loan (note 5)
    143,093       153,815  
Loan (note 6)
    275,000       325,000  
      2,001,732       2,084,530  
Shareholders equity (deficiency)
               
Share capital (note 8)
    7,722,816       7,722,816  
Contributed surplus
    2,409,586       2,384,205  
Accumulated other comprehensive income
    73,739       73,739  
Accumulated deficit
    (8,440,327 )     (7,320,991 )
      1,765,814       2,859,769  
                 
    $ 3,767,546     $ 4,944,299  
                 
Common shares issued and outstanding
    160,120,049       160,120,049  
                 
Going concern (note 2)
               
Commitments (note 9)
               
                 
The accompanying notes are an integral part of these consolidated financial statements.
 

 
3

 

Conforce International Inc.
                       
Unaudited Consolidated Interim Statements of Operations and Comprehensive Loss
For the three and six month periods ended September 30, 2012 and September 30, 2011 (US Dollars)
   
Three months ended
   
Six months ended
 
   
September 30, 2012
   
September 30,
 2011
     
September 30, 2012
   
September 30,
 2011
 
                         
                         
Product revenue
  $ 32,705     $ 54,801     $ 32,705     $ 54,801  
                                 
Cost of product revenue
    30,967       48,021       30,967       48,021  
                                 
Gross Profit
    1,738       6,780       1,738       6,780  
                                 
Expenses
                               
 General and administrative
    357,177       339,694       729,263       800,912  
 Research and development
    110,795       675,734       141,185       786,884  
 Stock based compensation
    8,545       17,949       25,381       24,253  
 Amortization of property, plant and equipment     102,916       63,956       203,081       102,664  
 Amortization of intangible assets     4,049       858       9,667       1,722  
                                 
      583,482       1,098,191       1,108,577       1,716,435  
                                 
Loss before non-operating items
    (581,744 )     (1,091,411 )     (1,106,839 )     (1,709,655 )
                                 
Interest on related party loans payable (note 7)
    20,727       19,513       40,887       39,070  
Interest on term loan
    2,576       3,321       5,284       6,445  
Interest and bank charges
    580       355       843       1,389  
Gain on forgivable loan
    (25,000 )     (25,000 )     (50,000 )     (25,000 )
Foreign exchange loss (gain)
    46,288       (94,448 )     15,483       (74,860 )
                                 
Net loss
    (626,915 )     (995,152 )     (1,119,336       (1,656,699 )
                                 
Total comprehensive loss
  $ (626,915 )   $ (995,152 )   $ (1,119,336     $ (1,656,699 )
                                 
Loss per share - basic and diluted
  $ (0.01 )   $ (0.01 )   $ (0.01 )   $ (0.01 )
                                 
Weighted average number of shares outstanding
    160,120,049       160,120,049       160,120,049       160,120,049  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
4

 
 
Conforce International Inc.
           
Unaudited Consolidated Interim Statements of Cash Flow
       
For the six month periods ended September 30, 2012 and September 30, 2011 (US Dollars)
 
   
2012
   
2011
 
             
Operating activities
           
Net loss   $ (1,119,336 )   $ (1,656,699 )
Items not affecting cash
               
Amortization of plant and equipment
    203,081       102,664  
Amortization of intangible assets
    9,667       1,722  
Imputed interest on related party loan payable
    40,887       39,070  
Foreign exchange loss /(gain) on related party loan payable
    14,758       (101,427 )
Gain on forgivable loan
    (50,000 )     (25,000 )
Stock based compensation
    25,381       24,253  
      (875,562 )     (1,615,417 )
Changes in non-cash working capital (note 11)
    (12,500 )     (200,383 )
                 
Net cash used in operating activities
    (888,062 )     (1,815,800 )
                 
Investing activities
               
Purchase of property, plant and equipment
    (177,764 )     (1,234,658 )
Investment in intangible assets
    -       (17,832 )
D in non-current assets
    -       40,900  
                 
Net cash used in investing activities
    (177,764 )     (1,211,590 )
                 
Financing activities
               
Repayment of term loans
    (5,960 )     (11,159 )
Forgivable loan
    -       500,000  
                 
Net cash provided, (used in) by financing activities
    (5,960 )     488,841  
                 
Decrease in cash and cash equivalents during the period
    (1,071,786 )     (2,538,549 )
                 
Cash and cash equivalents, beginning of the period
    1,446,584       6,121,074  
                 
                 
Cash and cash equivalents, end of the period
  $ 374,798     $ 3,582,525  
                 
Supplemental cash flow information
               
                 
Cash paid for interest
  $ 5,284     $ 6,445  
                 
The accompanying notes are an integral part of these financial statements.
 
 
 
5

 

Conforce International Inc.
                               
Unaudited Consolidated Statement of Shareholders Equity
             
September 30, 2012 (US Dollars)
 
                           
Other
       
   
Common Stock
         
Contributed
   
Accumulated
   
Comprehensive
       
   
Shares
   
Amount
   
Surplus
   
Deficit
   
Income
   
Total
 
Balance, March 31, 2012
    160,120,049     $ 7,722,816     $ 2,384,205     $ (7,320,991 )   $ 73,739     $ 2,859,769  
 
Stock based compensation
    -       -       25,381       -       -       25,381  
Net loss
    -       -       -       (1,119,336 )     -       (1,119,336 )
Balance, September 30, 2012
    160,120,049     $ 7,722,816     $ 2,409,586     $ (8,440,327 )   $ 73,739     $ 1,765,814  
 
The accompanying notes are an integral part of these financial statements.

 
6

 
Conforce International Inc.
Notes to the Consolidated Interim Financial Statements
For the three and six month periods ended September 30, 2012 and 2011 




1.  
DESCRIPTION OF BUSINESS

The Company has developed a polymer based composite flooring system for the transportation industry trademarked under the name EKO-FLOR through its 100% owned subsidiary Conforce Container Corporation.  The composite flooring product has been designed to provide an environmentally friendly product to increase ocean-going container and highway trailer performance while reducing overall costs.

The Company was incorporated on May 18, 2004 in the state of Delaware as Now Marketing Corp. and was renamed Conforce International, Inc. on May 25, 2005.  During the quarter ended December 31, 2010, the Company incorporated two wholly-owned subsidiaries, Conforce Holdings, Inc. and Conforce USA, Inc.  Both subsidiaries were incorporated in the State of Delaware.

2.  
GOING CONCERN

These consolidated financial statements have been prepared on the basis of United States generally accepted accounting principles ("GAAP") applicable to a 'going concern', which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.  For the six month period ended September 30, 2012, the Company had net cash outflows from operations of $888,062 and incurred a net loss of $1,119,336.  As at September 30, 2012, the Company had an accumulated deficit of $8,440,327.  The Company's ability to continue as a going concern depends on its ability to generate positive cash flow from operations, or if necessary, secure additional debt or equity financing.

Management regularly reviews and considers the current and forecasted activities of the Company in order to satisfy itself as to the viability of continued operations. These ongoing reviews include consideration of current orders and future business opportunities, current development and production activities, customer and supplier exposure and forecasted cash requirements and balances.  Depending upon the timing of the current sales cycle, the Company may be required  to consider alternate sources of funding through the placement of private equity, debt financing, or a combination thereof in order to operate beyond its current available cash on hand. No such agreements are currently in place.  Management is of the opinion, however, that the Company remains a going concern and should be subject to the applicable accounting treatment associated therewith.

There can be no assurances that the Company's activities will be successful or sufficiently successful, and as a result there is doubt regarding the "going concern" assumption and the use of accounting principles applicable to going concerns. These consolidated financial statements do not reflect adjustments that would be necessary if the "going concern" assumption was not appropriate, in which case, adjustments would be required to be made to the carrying value of the assets and liabilities, reported revenues and expenses and balance sheet classifications.

3.  
BASIS OF PREPARATION
 
The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP for interim financial information and are presented in US dollars, unless otherwise noted. Accordingly, the statements do not include all of the information and footnotes required by GAAP for annual consolidated financial statements.

The accompanying financial statements reflect all adjustments, consisting primarily of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of results for interim periods.   Operating results for the three or six month periods ended September 30, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2013. The accounting policies used in the preparation of these interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the financial statements for the year ended March 31, 2012.   These interim consolidated financial statements follow the same accounting policies disclosed in the audited consolidated financial statements for the year ended March 31, 2012.
 
 
7

 
Conforce International Inc.
Notes to the Consolidated Interim Financial Statements
For the three and six month periods ended September 30, 2012 and 2011 




4.  
NEW ACCOUNTING STANDARDS

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income,” which eliminates the option of reporting other comprehensive income and its components in the statement of changes in equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. Upon adoption of ASU 2011-05, comprehensive income will either be reported in a single continuous financial statement or in two separate but consecutive financial statements. ASU 2011-05 is effective for fiscal years beginning after December 15, 2011. Since ASU 2011-05 only relates to presentation of comprehensive income, the Company does not believe the adoption of ASU 2011-05 will have any impact on its financial position, results of operations or cash flows.

In September, 2011, the FASB issued ASU 2011-08, “Intangibles — Goodwill and Other (Topic 350), Testing Goodwill for Impairment.” ASU 2011-08 simplifies how a company is required to test goodwill for impairment. Companies will now have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  If after considering the totality of events and circumstances an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, performing the two-step impairment test is unnecessary. The amendment was effective for the Company beginning January 1, 2012, with early adoption permitted. Currently the Company does not have any goodwill.

5.  
TERM LOAN
 
In November 2008, the company entered into a loan agreement in the amount of CAD $250,000 under the Canada Small Business Financing Act for the purchase of machinery and equipment to be used in the manufacturing of the composite flooring.  The loan is secured with a first charge on the equipment purchased and a CAD $62,500 personal guarantee provided by the CEO.

The term of the loan is ten years with interest at a floating rate of prime + 3%.  The minimum blended payments due over the next 5 years and thereafter, assuming, the floating interest rate remains constant at the current rate of 6.00% are as follows:

Repayment of the term loan for the twelve month period ended September 30,

2013
  $ 25,987  
2014
    27,590  
2015
    29,292  
2016
    31,099  
2017
    33,017  
Thereafter
    22,095  
Total amounts payable
    169,080  
Less current portion
    25,987  
    $ 143,093  


6.  
LOAN

During the year ended March 31, 2012, the Company received, from the City of Peru and Miami County, a financial incentive to locate its production facility in Peru, Indiana.  This incentive is in the form of an interest free, forgivable loan in the amount of $500,000 and certain property tax abatements.  Under the terms of the incentive, the Company was required to raise additional equity capital of not less than $5.0 million for the establishment of the Peru production facility, acquire the land and building relating to the manufacturing facility, purchase or deliver equipment to be used in the manufacturing facility and agree to hire a minimum of 55 and 110 full time employees within 12 and 24 months from the commencement of production, respectively.  
 
 
8

 
Conforce International Inc.
Notes to the Consolidated Interim Financial Statements
For the three and six month periods ended September 30, 2012 and 2011 



 
The minimum employee levels have not been achieved, resulting in the Company potentially becoming ineligible for certain anticipated property tax abatements on improvements to the real estate or on equipment used in the production facility to which it may have otherwise been entitled.  Consequently, an estimate of the property tax expense has been accrued in the amount of $72,000 as at September 30, 2012.

If the Company abandons the production facility within the first 5 years of operation, the Company will be required to repay a proportionate amount of the forgivable loan.  If the facility is not abandoned during the first 5 years the loan is completely forgiven.   The Company continues to operate the facility and accordingly, for the three and six month periods ended have recorded a gain on the forgivable loan of $25,000 and $50,000 respectively (2011:  25,000;  $25,000). The proportionate total of the forgivable loan remaining is $375,000, of which $100,000 has been classified as a current liability.

7.  
RELATED PARTY LOAN PAYABLE AND RELATED PARTY TRANSACTIONS

   
September 30, 2012
   
March 31, 2012
 
             
Due to related parties
  $ 1,897,404     $ 1,868,330  
Less discount to fair value
    (683,124 )     (713,503 )
                 
      1,214,280       1,154,827  

The amounts due to related parties arise from cash advances the shareholder and other related parties made to the Company for the purchase of machinery and equipment, primarily relating to the development of the composite flooring product and to fund ongoing operating activities.

The amounts due to shareholder and amounts due to related party are unsecured and non-interest bearing with no specified terms of repayment.  The loans were advanced in different increments depending on the needs of the Company. As part of a private placement financing that occurred in October 2010, the related parties agreed that they would defer the repayment of the loans  for a minimum period of 10 years from the original date of each advance and not earlier than April 2017.  Given the long term nature of these loans, each time an amount is advanced by a related party, a fair value calculation has been recorded with the discount on the loan being charged to contributed surplus.   The discount to fair value assumes repayment will be made on the 10th anniversary of the advance or April 2017, whichever is earlier and with imputed interest charged at rates between 6.25% and 8.75%.   The imputed interest rate is calculated at Prime + 4% at the time of the advance.   Imputed interest for the three and six month periods ended September 30, 2012 was $20,727 and $40,887 respectively (2011: $19,513, $39,070).

During the course of the year, the Company incurred a charge of $750 for services provided by Conforce 1 Container Terminals Inc., an entity owned by Conforce International CEO, Marino Kulas. The cost for the services provided is considered market rate.

As at September 30, 2012, there were no amounts due or payable to related parties other than the related party loans previously detailed.

8.  
SHARE CAPITAL

Preferred Shares
 
 
9

 
Conforce International Inc.
Notes to the Consolidated Interim Financial Statements
For the three and six month periods ended September 30, 2012 and 2011 




At September 30, 2012, the Company had authorized 5,000,000 preferred shares with a par value of $.0001 per share that may be issued in designated series from time to time by one or more resolutions adopted by the Board of Directors.

As at September 30, 2012 and March 31, 2012 no preferred shares were issued and outstanding.

Common Stock
At September 30, 2012 and March 31, 2012, the Company had authorized 250,000,000 shares of Common Stock at a par value of CAD $.0001 per share.  

As at September 30, 2012 and March 31, 2012 there were 160,120,149 shares issued and outstanding.

   
Common Stock
 
   
Shares
   
Amount
 
Balance March 31, 2012 and September 30, 2012
    160,120,049     $ 7,722,816  

Warrants

In conjunction with the private placement of common shares the Company granted 2,678,512 share purchase warrants with an exercise price of $0.28 and a term of 18 months.  The warrants were valued using a Black-Scholes valuation model with a share price at date of grant of $0.45, expected life of 18 months, volatility of 164% and a risk free interest rate of 0.55%.  The fair value of the warrants was $911,338 and expired on August 22, 2012.

Options

During the year ended March 31, 2012, the Company issued a total of 360,000 options to employees dispersed in equal increments over three years with an exercise price of $0.50 cents per share.  The options vest over a period of three years with one third vesting on each anniversary date following the date of issue.  The options were valued at $130,140 using a Black-Scholes valuation model with a share price at the date of grant of $0.40, an expected life of 3 years, volatility of 144% and a risk free rate of 0.62%.

   
Number of
options
   
Weighted
 average
 exercise price
 
Outstanding at March 31, 2012 and September 30, 2012
    360,000     $ 0.50  
Exercisable – September 30, 2012
    120,000       0.50  
Weighted average life of options outstanding – years
    1.77          


9.  
COMMITMENTS & CONTINGENCIES

Lease commitments
The Company leases office space on a monthly basis.  Monthly lease payments are approximately $4,441


Future lease commitments for the fiscal years ending:
  2013: $4,441
      
Subsequent to September 30, 2012, the Company filed US information returns for the periods ended March 31, 2005 to March 31, 2011, inclusive. Once assessed, there is a possibility that the Company may be liable for late filing penalties and interest in arrears. Management has estimated that the Company may have a potential exposure of approximately $120,000, and is of the view that it has valid grounds for the non-assertion of penalties under applicable reasonable cause provisions.
 
10

 
Conforce International Inc.
Notes to the Consolidated Interim Financial Statements
For the three and six month periods ended September 30, 2012 and 2011 



 
10.  
FINANCIAL INSTRUMENTS

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and debt instruments including related party loans payable and a forgivable loan. The carrying values of financial instruments, other than debt instruments, are representative of their fair values due to their short-term maturities. The carrying values of the Company’s long-term debt instruments excluding related party loans are considered to approximate their fair values because the interest rates of these instruments are variable or comparable to current rates offered to the Company.
 
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has determined that there were no assets or liabilities that fall into the “Level 1” category, which values assets at the quoted prices in active markets for identical assets. The Company has determined that there were no assets or liabilities that fall into the “Level 2” category, which values assets and liabilities from observable inputs other than quoted market prices. The Company’s related party loans fall into “Level 3” category, which values assets and liabilities from inputs that are generally less observable from objective sources.  The fair value of the Company’s related party loans have been determined by discounting the loans based on inputs from the Company’s other debt instruments and expensing the imputed interest over a range of periods of up to 10 years after the initial related party advance, although not before April 2017.  The value of the Company’s related party loans totalled $1,214,280 as of September 30, 2012 and $1,154,827 as of March 31, 2012.

11.  
CHANGES IN NON-CASH WORKING CAPITAL

 
September 30, 
2012
   
September 30,
 2011
 
             
Accounts receivable
  $ 41,859     $ 486,739  
Inventory
    (2,240 )     (599,076 )
Prepaid expenses
    30,561       (68,216 )
Accounts payable and accrued liabilities
    (82,680 )     (19,830 )
                 
    $ (12,500 )   $ (200,383 )
 
 
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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

PLAN OF OPERATIONS
 
In fiscal 2013, the Company’s primary focus will be the expansion of production capacity at its manufacturing facility in Peru, Indiana and corresponding increased sale of its newly designed EKO-FLOR Titan composite floorboard.  For the remainder of calendar 2012 and 2013, the Company will continue in its efforts to commercialize the EKO-FLOR Titan throughout the North American highway trailer market.

The Company also intends to establish a manufacturing facility in China to produce EKO-FLOR floorboards for installation in ocean-going containers. In order to exploit this opportunity, the Company estimates that it will require financing in the range of USD $15 - $20 million. There are no definitive agreements in place at the present time in support of such financing. 

LIQUIDITY AND CAPITAL RESOURCES

These consolidated financial statements have been prepared on the basis of United States GAAP applicable to a 'going concern', which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. For the six month period ended  September 30, 2012 the Company had net cash outflows from operations of $888,062 and incurred a loss of $1,119,336.  As at September 30, 2012, the Company had an accumulated deficit of $8,440,327.  The Company's ability to continue as a going concern depends on its ability to generate positive cash flow from operations, and  secure additional debt or equity financing.

The Company currently has available approximately $0.4 million to establish the Peru Indiana facility as a commercial operation and maintain ongoing business operations.  Depending upon the timing of the current sales cycle, the Company may be required to consider alternate sources of funding through the placement of private equity, debt financing, or a combination thereof in order to operate beyond its available cash on hand. No such agreements are currently in place. Management is of the opinion, however, that the Company remains a going concern and should be subject to the applicable accounting treatment associated therewith.
 
 
The Company does not currently have any outstanding credit lines or letters of credit.  Conforce does have a business development loan through a government sponsored program in the amount of $169,080 due January 2019.  The loan was made through the small business development loan program (SBL) and is limited in its use to the purchases of equipment.  Funds from the loan have been used to finance a portion of the production equipment in the Company’s development and production facility in Concord, Ontario and such equipment has been used as collateral for the loan.  Under the rules governing SBLs, in the event the Company defaults on the loan, the Company is only responsible for repayment of an amount equal to 25% of the total funds advanced.

During May 2011, the Company received $500,000 in incentive financing to locate its production facility in Peru, Indiana.  This incentive payment was received in the form of a forgivable loan along with certain property tax abatements.  Under the terms of the incentive, the Company was required to raise additional equity capital of not less than $5.0 million for the establishment of the Peru production facility, acquire the land and buildings relating to the manufacturing facility, purchase or deliver equipment to be used in the manufacturing facility and agree to hire a minimum of 55 full time employees within 12 months and 110 employees within 24 months of the commencement of production.  

The minimum employment thresholds have not been achieved, resulting in the Company potentially becoming ineligible for certain anticipated property tax abatements on improvements to the real estate or on equipment used in the production facility to which it may have otherwise been entitled.  Consequently, an estimate of the property tax expense has been accrued in the amount of $72,000 as at September 30, 2012.

If the Company abandons the production facility within the first 5 years of operation, the Company will be required to repay a proportionate amount of the forgivable loan.  If the facility is not abandoned during the first 5 years of operation, the loan will be completely forgiven.
 
 
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RESULTS OF OPERATIONS
 
INTERIM PERIOD ENDED SEPTEMBER 30, 2012 COMPARED TO THE INTERIM PERIOD ENDED SEPTEMBER 30, 2011

During the six month period ended September 30, 2012, management continued to focus its efforts on retooling the Peru, Indiana manufacturing facility to optimize processing, panel performance, and to satisfy customer requirements. Management, administrative and production supervision staff were maintained at minimum levels during the retooling period to reduce the burden on cash resources. In August 2012, the Company conducted a successful test of the newly designed EKO-FLORTM Titan panel in accordance with the requirements established by the Truck Trailer Manufacturers Association (“TTMA”). The successful TTMA test completed a thorough redesign and retooling process undertaken by the Company in March of this year.

The Company commenced production of its EKO_FLORTM Titan panel in August 2012, and generated revenues of $32,705 during the three month period ended September 30, 2012 compared with $54,801 for the same period in 2011. Subsequent to the period ended September 30, 2012, the Company announced multiple purchase orders from a single customer, and expects to receive additional orders as the customer begins actively marketing the EKO-FLORTM Titan throughout the North American 53’ dry van trailer market.

General and administrative expenses consist of salaries and wages, professional fees and consultants, office supplies, travel and utilities.  For the three and six month periods ended September 30, 2012, general and administrative expenses were $357,177 and $729,263 respectively, compared with $339,694 and $800,912 for the same periods in 2011.  The change in general and administrative expenses is due to the reduced staffing during the retooling period noted above, offset in part by additional property taxes accrued relating to the Peru property.

Research and development for the three and six month periods ended September 30, 2012 was $110,795 and $141,185 respectively, compared with $675,734 and $786,884 for the same periods in 2011.  The decrease in research and development was primarily the result of reduced activities during the retooling period described above. In previous periods, trial production runs were charged as research and development expenses in cases where the product could not be sold to customers.  The retooling resulted in a significant reduction in trial testing.

Stock based compensation for the three and six month periods ended September 30, 2012 was $8,545 and  $25,381 respectively, compared with $17,949 and $24,253 for the same periods in 2011.  The decrease in the stock based compensation is a result of the first year of vesting of one tranche of the options granted during the year ended March 31, 2012.   No new options were granted during the six months ended September 30, 2012.

Amortization of property, plant and equipment for the three and six month periods ended September 30, 2012 was $102,916 and $203,081 respectively compared with $63,956 and $102,664 for the same periods in 2011.  The increase is attributable to the additional equipment that was purchased during the year ended March 31, 2012 for use in Indiana.  As previously noted the amortization has stabilized and will remain reasonably stable until such time as the business is in a position to expand operations.

For the three and six month periods ended September 30, 2012, the Company expensed $20,727 and $40,887 respectively for the imputed interest on related party loans compared with $19,513 and $39,070 for the same periods in 2011.    The related party loans payable are unsecured and interest free and have a fair value calculated using an imputed interest rate of between 6.25% and 8.75% depending on the timing of the advance.  The imputed interest rate is calculated at Prime + 4%.
 
OFF-BALANCE SHEET ARRANGEMENTS
 
The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be considered material to investors.
 
LIABILITIES
 
 
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The Company had accounts payable and accrued liabilities of $243,372 at September 30, 2012 compared with $326,052 at March 31, 2012, a decrease of $82,680.   This decrease is consistent with the reduced business activity during the retooling of the Indiana facility.
 
In November 2008, the company entered into a loan agreement in the amount of CAD $250,000 under the Canada Small Business Financing Act for the purchase of machinery and equipment to be used in the manufacturing of the composite flooring.  The loan is secured with a first charge on the equipment purchased and a CAD $62,500 personal guarantee provided by the CEO.  As at September 30, 2012, there was an outstanding balance of USD $169,080 on this loan.

At September 30, 2012, the Company had related party loans payable of $1,214,280 compared with $1,154,827 for the year ended March 31, 2012.   The change is attributable to the increased amount owing from the imputed interest charge and impacted by the effects of foreign exchange as the amounts due are denominated in Canadian dollars.  The related party loans payable are unsecured and interest free and are expected to be repaid 10 years after the original advance but not before April 2017 with an imputed interest rate of between 6.25% and 8.75%.   Given the long term nature of these loans, each time an amount is advanced by a related party, a fair value calculation has been recorded with the discount on the loan being charged to contributed surplus.

The face value of the related party loans payable as at September 30, 2012 is $1,897,404 compared with $1,868,330 as at March 31, 2012.   The decrease in the face value of the related party loans is due to the translation of the Canadian dollar loans into the U.S. Dollar functional currency during a weakening of the foreign exchange rate of the US currency relative to the Canadian.

The imputed interest for the three and six month periods ended September 30, 2012 was $20,727 and $40,887 respectively, compared with $19,513 and $39,070 for the same periods in 2011.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable as Conforce is a smaller reporting company.

ITEM 4.  CONTROLS AND PROCEDURES.

As of September 30, 2012, the Chief Executive Officer and acting Chief Financial Officer continued their evaluation of the effectiveness of the Company’s disclosure controls and procedures as defined in Securities Exchange Act of 1934 Rule 13a-15(e).

The CEO and Acting CFO have concluded, based on this evaluation, that as at the end of the period covered by this report, the Company’s disclosure controls and procedures continue not to be effective due to internal control weaknesses as discussed below:

Identification of a Material Weakness
 
Management has identified a lack of accounting procedures to capture manufacturing and production information to effectively and efficiently record the conversion of raw materials into finished goods.  In addition, the Company does not have sufficient technical accounting expertise, specifically there is not a permanent CFO or other senior accounting position.

There have not been any changes to the company’s internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect the company’s internal control over financial reporting.

Changes in Internal Control Over Financial Reporting
 
There have been no changes in the internal controls over financial reporting due to the limitation of funding and the requirement to re-tool the Peru facility.
 
 
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PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

The Company is not a party to any litigation and, to its knowledge, no action, suit or proceeding has been threatened against the Company. There are no material proceedings to which any director, officer or affiliate of the Company or security holder is a party adverse to the Company or has a material interest adverse to the Company.
 
ITEM 2.  UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  MINE HEALTH AND SAFETY DISCLOSURES

None.
ITEM 5.  OTHER INFORMATION.

None.

ITEM 6.  EXHIBITS.

Exhibit No.
Description
31.1
Certification pursuant to section 302 of the Sarbanes - Oxley Act of 2002.
31.2
Certification pursuant to section 302 of the Sarbanes - Oxley Act of 2002.
32.1
Certification of Officer pursuant to section 906 of the Sarbanes - Oxley Act of 2002.
32.2
Certification of Officer pursuant to section 906 of the Sarbanes - Oxley Act of 2002.
 
101 INS
 
XBRL Instance Document*
101 SCH
 
XBRL Schema Document*
101 CAL
 
XBRL Calculation Linkbase Document*
101 LAB
 
XBRL Labels Linkbase Document*
101 PRE
 
XBRL Presentation Linkbase Document*
101 DEF
 
XBRL Definition Linkbase Document*

*           The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
 
 
15

 
 
SIGNATURES     

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
Conforce International, Inc.
     
November 13, 2012
By:
/s/ Marino Kulas
   
Marino Kulas
   
Chairman & CEO
   
 (Principal Executive Officer)

 
 
November 13, 2012
By:
/s/ Mario Verrilli
   
Mario Verrilli
   
Acting Chief Financial Officer
   
 (Principal Accounting Officer)
 
16