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EX-31.1 - EXHIBIT 31.1 - VIPER POWERSPORTS INCv327636_ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - VIPER POWERSPORTS INCv327636_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - VIPER POWERSPORTS INCv327636_ex31-2.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 1O-Q/A


 

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

 

For the quarterly period ended September 30, 2011

 

Commission File No. 000-51632

 


VIPER POWERSPORTS INC.

(Exact name of registrant as specified in its charter)

 

Nevada 41-1200215
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

2458 W. Tech Lane, Auburn Alabama 36832
(Address of principal executive offices) (Zip Code)

 

(334) 887-4445

(Issuer’s telephone number)

 


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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ¨ No x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

  Large Accelerated filer ¨ Accelerated filer ¨
  Non-accelerated filer ¨ (Do not check if a smaller reporting company)
  Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule l2b-2 of the Exchange Act). Yes ¨   No x

 

The number of shares of common stock outstanding was 19,111,724 as of August 18, 2011.

 

Transitional Small Business Disclosure Format (check one): Yes x   No ¨   

 

 

 

 
 

 

The Company is filing the Amended 10-Q for the period ended September 30, 2011. The amended 10-Q/A addresses the following items;

 

1)Derivative Liability – The Company reevaluated the classification of its warrants based on ASC 815-40-25-7 through 815-40-25-35 through a review with the Office of the Chief Accountant with the U.S. Securities & Exchange Commission. The Office did not object to the classification of the warrants as equity rather than a liability. Accordingly, the Company is amending the September 30, 2011 and 2010 10-Q/A to reflect the classification in permanent equity.

 

2)Error correction for reclassification of loans and warrants

 

The Company is filing the Amended 10-Q for the period ended September 30, 2010. The amended 10-Q addresses the following items;

 

1)Derivative Liability – The Company reevaluated the classification of its warrants based on ASC 815-40-25-7 through 815-40-25-35 through a review with the Office of the Chief Accountant with the U.S. Securities & Exchange Commission. The Office did not object to the classification of the warrants as equity rather than a liability. Accordingly, the Company is amending the September 30, 2011 and 2010 10-Q/A to reflect the classification in permanent equity.

 

2)Accounts Payables restatement – In reviewing the beginning balances of Accounts Payable, the Company discovered that errors were recorded during the prior years. The Company is making a prior period adjustment to retained earnings to correct these entries. In addition, an adjustment to the ending Accounts Payable accrual is made to correct entries made during 2010.

 


 
 

 

TABLE OF CONTENTS

 

PART I: FINANCIAL INFORMATION 2
Item 1. Financial Statements 2
Item 2. Management’s Discussion and Analysis 11
Item 3. Controls and Procedures 18
   
PART II: OTHER INFORMATION 19
Item 6. Exhibits 19
   
SIGNATURE: 20
   
INDEX TO EXHIBITS 21
Exhibit 31.1  
Exhibit 31.2  
Exhibit 32.1  

 

1
 

 

PART 1: FINANCIAL INFORMATION

 

Item 1:  Financial Statements

Viper Powersports Inc.

(A Development Stage Company)

Consolidated Balance Sheets

 

   Restated
(Note H)
September 30, 2011
   December 31, 2010 
   (Unaudited)     
ASSETS          
Current assets:          
 Cash  $16,994   $15,579 
 Accounts receivable, net of allowance   6,303    0 
 Inventory and supplies   161,154    190,930 
 Prepaid expenses and other   41,873    1,330 
Total current assets:   226,324    207,839 
           
Fixed assets:          
 Office and computer equipment   96,733    124,100 
 Manufacturing and development equipment   232,196    272,254 
 Vehicles   99,829    101,799 
 Leasehold improvements   49,248    90,446 
 Accumulated depreciation   (150,126)   (507,989)
Total fixed assets:   327,880    80,610 
           
Other assets:          
 Rental deposit and other   17,410    4,010 
 Long-term inventory   431,261    431,261 
Total other assets:   448,671    435,271 
           
Total assets:  $1,022,875   $723,720 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
Current liabilities:          
 Accounts payable  $200,743   $132,512 
 Accrued liabilities   110,530    181,325 
 Notes payable   199,511    129,000 
 Notes payable – related party   170,001    304,513 
 Current portion of long-term note payable   100,000    0 
Total current liabilities:   780,785    747,350 
           
Long-term liability          
Long-term note payable   170,000    0 
Total long-term liabilities:   170,000    0 
           
Total liabilities:   950,785    747,350 
Stockholders’ equity (deficit):          
Preferred stock, $.001 par value; authorized 20,000,000 shares; 1,353,135  and 0 shares issued and outstanding , respectively   1,386    0 
Common stock, $.001 par value; authorized 25,000,000 shares; 19,111,724 and 17,719,280 shares issued and outstanding, respectively   23,237    17,719 
Additional paid-in capital   40,658,670    36,549,869 
Accumulated deficit during the development stage   (40,631,203)   (36,591,218)
Total stockholders’ equity (deficit):   52,090    (23,630)
           
Total liabilities and stockholders’ equity (deficit):  $1,002,875   $723,720 

 

See accompanying notes to the financial statements

 

2
 

 

Viper Powersports Inc.

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
   Cumulative from
Inception
November 18, 2002
through
September 30, 2011
 
   2011   2010   2011   2010     
   Restated
(Note H)
   restated
(Note H)
   restated
(Note H)
   restated
(Note H)
   restated
(Note H)
 
Revenue  $166,166    6,561   $204,901    29,157    1,294,763 
Cost of revenue   162,787    3,301    208,992    22,856    1,255,589 
Gross profit   3,379    3,260    (4,091)   6,301    39,174 
                          
Operating expense:                         
Research and development costs   14,983    18,610    19,139    532,260    6,048,447 
Selling, general and administrative   1,478,242    380,367    2,621,550    1,101,228    22,977,838 
Loss on impairment of assets   0    0    0    0    7,581,317 
                          
 Total operating expense   1,493,407    398,977    2,640,689    1,633,488    36,609,093 
                          
Loss from operations   (1,490,028)   (395,717)   (2,644,780)   (1,627,187)   (36,569,919)
                          
Other (expenses) income:                         
Interest expense   (5,324)   (43,441)   (40,744)   (121,855)   (1,559,650)
Loss on sale of assets   0    0    0    0    (18,994)
Accretion of debt discount   0    (77,032)   (83,304)   (263,830)   (647,804)
Financing cost, debt discounts   0    0    (183,566)   (147,770)   (609,668)
Beneficial conversion feature on loan   0    (56,000)   (211,730)   (374,439)   (612,799)
Other income (expense)   0    0    1,463    1,746    348,259 
                          
Total other (expense) income   (5,324)   (176,473)   (517,881)   (906,148)   (3,183,960)
                          
Net loss   (1,495,352)   (572,190)   (3,162,661)   (2,533,335)   (39,753,879)
                          
Deemed dividend of preferred stock   0    0    (327,794)   0    (327,794)
Net loss attributed to common shareholders  $(1,495,352)   (572,190)  $(3,490,455)   (2,533,335)   (40,111,673)
                          
Net loss per common share:                         
                          
Basic and diluted  $(0.07)   (0.04)  $(0.17)   (0.14)     
                          
Weighted average shares Common stock outstanding   19,979,738    14,125,629    19,021,687    13,820,104      

 

See accompanying notes to the financial statements.

 

3
 

 

Viper Powersports Inc.

(A Development Stage Company)

Statement of Cash Flows

(Unaudited) 

 

   Nine Months Ended
September 30,
   Cumulative from
Inception
November 18, 2002
 Through
September 30, 2011
 
   2011   2010     
Cash Flows Used in Operating Activities:  restated
(Note H)
   restated
(Note H)
   restated
(Note H)
 
Net loss  $(3,162,661)  $(2,533,335)  $(39,753,879)
Expenses not requiring an outlay of cash:               
Depreciation   55,568    16,217    633,069 
Common stock and warrants issued for compensation and services   1,159,515    90,500    9,783,051 
Beneficial conversion feature on convertible loan   211,730    374,439    612,799 
Accretion of debt discount   83,304    263,830    550,032 
Bad debt expense   0    0    105,707 
Amortization of financing costs related to debt discount   183,566    147,770    570,640 
Warrant issued for inducement to convert debt   0    0    407,264 
Impairment loss – inventory   0    0    7,581,317 
Common stock issued to convert accrued interest   3,164    0    126,978 
Changes to operating assets and liabilities:               
Decrease (increase) in accounts receivable – net of bad debts   (6,303)   81,648    (113,487)
Decrease (increase) in inventory and supplies – net of obsolescence   29,776    (384,227)   (796,539)
Decrease (increase) in prepaids and other   (53,943)   22,828    (106,966)
Increase (decrease) in accounts payable   68,231    113,532    507,018 
Increase (decrease) in accrued liabilities   (70,795)   56,009    (35,009)
                
Cash flows used in operating activities   (1,498,848)   (1,750,789)   (19,927,794)
                
 Cash flows Used in Investing Activities:               
Proceeds from sale of fixed assets   0    0    18,994 
Funding from Thor Performance for engine development   0    0    150,000 
Purchase of intellectual property   0    0    (35,251)
Purchase of fixed assets   (220,796)   (5,977)   (1,082,732)
                
Cash flows used in investing activities   (220,796)   (5,977)   (913,738)
                
Cash Flows from Financing Activities:               
Net proceeds from sale of preferred stock   599,849         549,849 
Net proceeds from sale of common stock   510,543    547,359    12,428,331 
Proceeds from notes payable   690,000    1,250,000    2,542,169 
Payments on notes payable   (74,000)   (75,000)   (314,626)
Payments on stockholder loans   0    (22,669)   (516,069)
Payments on capital leases   0    (2,706)   (126,000)
Payments on loan costs   (55,333)   (176,000)   (211,333)
Proceeds from loans from stockholders, related parties   50,000    146,000    6,456,205 
Cash flows from financing activities   1,721,059    1,666,984    20,858,526 
                
Net increase (decrease) in cash   1,415    (89,782)   16,994 
Cash at beginning of period   15,579    100,162    0 
                
Cash at end of period  $16,994   $10,380   $16,994 
Supplemental Non-Cash Financing Activities and Cash Flow Information:                
Preferred stock issued for debt  $425,000   $0   $425,000 
Common stock issued for debt and expenses  $325,000   $0   $10,057,009 
Common stock issued for engine development technology  $0   $0   $7,341,437 
Stock warrants issued with convertible debt  $0   $181,561   $181,561 
Stock warrants issued with short-term loans  $75,000   $187,509   $262,500 
Stock warrants as prepaid finder’s fee  $0   $220,588   $220,588 
Equipment acquired via capital lease  $0   $0   $304,740 
Interest converted  $35,419   $78,414   $820,407 
Deemed dividend on preferred stock  $327,794   $0   $327,794 

 

See accompanying notes to the financial statements

 

4
 

 

Viper Powersports Inc.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

A. Basis of Presentation

 

The consolidated balance sheet as of September 30, 2011, the consolidated statements of operations for the nine months ended September 30, 2011 and 2010 and the consolidated statements of cash flows for the nine months ended September 30, 2011 and 2010 have been prepared by Viper Powersports Inc., (the ”Company”) without audit. In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position, as of September 30, 2011 and results of operations and cash flows for the nine months ended September 30, 2011 and 2010 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. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Annual Report on Form 10-K/A of the Company for the fiscal year ended December 31, 2010.

 

For comparison, the Company’s Form 10-Q for the quarter ended September 30, 2010 was restated. When comparative data is used in this statement, the Company is referencing the restated Form 10-Q.

 

B. Going Concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has a negative working capital position of $60,171 as of September 30, 2011. Current cash and cash available are not sufficient to fund operations beyond a short period of time. These conditions create uncertainty as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

C. Common Stock Transactions

 

During the period of January through March, 2011, the Company issued to nine (9) shareholders, 908,000 shares of common stock under $.50 private placements and 688,000 warrants to purchase common stock at prices ranging from $1.00 to $0.50 per share for $454,000 in cash. The Company performed Black-Scholes valuations for each transaction, with an allocation of the proceeds applied to the warrants.  The difference between the warrant allocation and the proceeds was allocated to the shares of common stock issued.

 

During the period of January through March, 2011, the Company issued to three (3) shareholders, 4,134 shares of common stock. The stock prices were used to value the stock issued for services on each relevant date.

 

On March 31, 2011, the Company issued to eight (8) warrant holders, 337,500 warrants to purchase common stock at prices ranging from $2.00 to $0.50 per share for services performed. The Company performed a Black-Scholes valuation for each transaction, a warrant allocation of the proceeds applied to the warrants.  

 

During the period of April through June, 2011, the Company issued to three (3) shareholders, 170,000 shares of common stock under $.50 private placements and 170,000 warrants issued to purchase common stock for $0.50 per share for $85,170 in cash. The Company performed Black-Scholes valuations for each transaction, with an allocation of the proceeds applied to the warrants.  The difference between the warrant allocation and the proceeds was allocated to the shares of common stock issued.

 

During the period of April through June, 2011, the Company issued to four (4) shareholders, 280,000 shares of common stock. The stock prices were used to value the stock issued for services, on each relevant date.

 

During the period of July through September, 2011, the Company issued to two (2) shareholders, 300,000 shares of common stock under $.25 private placements for $75,000 in cash.

 

During the period of July through September, 2011, the Company issued to nine (9) shareholders, 3,855,000 shares of common stock for services. The value used was the market closing price on each applicable date.

 

5
 

 

Viper Powersports Inc.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

D. Preferred Stock

 

During the period of April through June, 2011, the Company issued to 22 shareholders, 1,353,135 shares of preferred stock under $.75 private placements and 750,000 warrants issued to purchase common stock for $0.50 per share for $589,852 in cash and $425,000 of converted loans. The Company performed Black-Scholes valuations for each transaction, with an allocation of the proceeds applied to the warrants.  The difference between the warrant allocation and the proceeds was allocated to the shares of preferred stock issued.

 

During the period of July through September, 2011, the Company issued one (1) shareholder, 33,334 shares of preferred stock under $.75 private placements and 50,000 issued warrants to purchase common stock for $0.50 per share for $50,000 in cash. The Company performed Black-Scholes valuations for the transaction, with an allocation of the proceeds applied to the warrants.  The difference between the warrant allocation and the proceeds was allocated to the shares of preferred stock issued.

 

Based on the manner of offering and sale of all the foregoing equity security transactions, they were private placements and not in the nature of a public offering, and the Company believe they were exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. All of the persons receiving securities of the Company in the foregoing transactions received legended certificates for such securities which clearly stated the securities could not be resold, transferred or otherwise disposed of unless registered under applicable securities laws or exempt from registration under a satisfactory securities exemption.

 

E. Loans

 

The Company entered into nine (9) 60-day loan agreements from January through December 31, 2011. The total of the loans amounted to $425,000. The loans carry interest rates ranging from 10% to 12%. Each agreement also required the Company to issue 650,000 warrants to purchase shares of common stock at $.50 per share. The relative fair value method was used to allocate the proceeds between the warrants and the loans. The resulting debt discounts were then accreted over the life of the loans. These loans were subsequently converted into Convertible Preferred Stock at which time the unamortized discount was expensed.

 

On July 27, 2011, the Company entered into a two-year loan agreement with the Industrial Development Board of the City of Auburn, Alabama. The $200,000 loan was used to purchase new equipment. The new equipment will be used as collateral for the loan agreement. The loan carries a 3.25% interest rate payable in quarterly payments. Two principal payments of $100,000 are due on July 27, 2012 and 2013.

 

On September 19, 2011, the Company entered into a Convertible Promissory Note with Asher Enterprises, Inc. with a principal amount of $65,000. The term of the Note is nine months and the Note carries an 8% interest rate per annum, compounded annually. If the Note remains unpaid after one hundred and eighty (180) days from the Issue date, the holder has the option to convert the principal and accrued interest into shares of our Company stock at a conversion price equal to 58% of the “trading price” as described in the Note. These proceeds from this loan were used for both the purchase of inventory as well as Company operations.

 

F. Inventories

 

Inventories are stated at the lower of cost or market. Cost is determined by using first-in, first-out method (FIFO). Demonstration motorcycles are stated at manufacturing cost with reserves recorded to reflect their net realizable value. The Company reviews inventory for obsolescence and excess quantities to determine that items deemed obsolete or in excess are appropriately reserved. Inventory components at September 30, 2011 are as follows:

 

 

   September 30,
2011
 
Raw material  $518,834 
Work-in-process   0 
Finished goods   143,012 
   $661,846 
      
Current portion  $230,585 
Long-term portion  $431,261 

 

6
 

 

G. Restatement

 

Subsequent to issuance, Management has subsequently determined to correct the accounting procedures and has amended the September 30, 2011 financial statements.

1.The Company corrected the classification of warrants as equity with no derivative liability.
2.Error correction for reclassification of loans, and warrants.
3.Reclassification of certain loans

 

Accordingly, the accompanying balance sheet, statement of operations, and statement of cash flows for the period amended as of September 30, 2011 have been retroactively adjusted as summarized below:

Effect of Corrections  As Previously
Reported
   As Restated   Adjustment   Reference 
BALANCE SHEET                    
At September 30, 2011                    
                     
LIABILITIES                    
-Accrued liabilities  $82,557   $110,530   $27,973    3 
-Notes payable  $145,000   $199,511   $54,511    3 
-Notes payable – related party  $294,512   $170,001   $(124,511)   3 
-Derivative liability  $483,571   $0   $(483,571)   1 
-Total current liabilities  $1,306,383   $780,785   $(525,598)   3 
-Long-term note payable  $100,000   $170,000   $70,000    3 
-Total long-term liabilities  $100,000   $170,000   $70,000    3 
-Total liabilities  $1,406,385   $980,785   $(455,598)   1,3 
                     
STOCKHOLDERS’ EQUITY (DEFICIT)                    
-Additional paid-in capital  $39,706,846   $40,658,670   $74,500    2 
-Accumulated deficit  $(40,134,979)  $(40,631,203)  $381,100    1,2,3 
-Total stockholders’ equity (deficit)  $(403,510)  $52,090   $455,600    1,2,3 
                     
STATEMENT OF OPERATIONS                    
Three month period ended September 30, 2011                    
                     
OPERATING EXPENSE                    
- Selling, general and administrative  $2,184,080   $1,478,242   $(705,656)   2 
- Total operating expenses  $2,199,063   $1,493,407   $(705,656)   2 
- Loss from operations  $(2,195,684)  $(1,490,028)  $705,656    2 
                     
OTHER (EXPENSES)INCOME                    
- Interest expense  $(5,929)  $(5,324)  $605    2 
- Gain/loss from derivative liability  $266,598   $0   $(266,598)   1 
-Total other income  $260,669   $(5,324)  $(265,993)   1,2 
-Net loss  $(1,935,015)  $(1,495,352)  $(265.993)   1,2 
-Net loss attributed to common Shareholders  $(1,935,015)  $(1,495,352)  $(265.993)   1,2 
Earnings per share                    
-Net loss per common share  $(0.10)  $(0.07)  $0.03    1,2 
                     
STATEMENT OF OPERATIONS                    
Nine month period ended September 30, 2011                    
                     
OPERATING EXPENSE                    
- Selling, general and administrative  $3,138,472   $2,621,550   $(516,992)   2 

 

7
 

 

- Total operating expense  $3,157,611   $2,640,689   $(516,992)   2 
- Loss from operations  $(3,161,0702   $(2,644,780)  $516,992    2 
                     
OTHER (EXPENSES)INCOME                    
- Interest expense  $(41,349)  $(40,744)  $605    2 
- Gain/loss from derivative liability  $103,421   $0   $(103,421)   1 
- Financing cost including debt discount  $0   $(183,566)  $(183,566)   3 
- Beneficial conversion feature  $0   $(211,730)   (211,730)   3 
- Accretion of debt discount  $0   $(83,304)   (83,304)   3 
-Total other income  $63,535   $(517,881)  $(581,416)   1,3 
-Net loss  $(3,098,167)  $(3,162,661)  $(64,494)   1,3 
-Deemed dividend of preferred stock  $0   $(327,794)  $(327,794)   3 
-Net loss attributed to common shareholders  $(3,098,167)  $(3,520,455)  $(422,288)   1,3 
                     
Earnings per share                    
 -Net loss per common share  $(0.16)  $(0.17)  $(0.01)   1,3 
                     
STATEMENT OF CASH FLOWS                    
Nine month period ended September 30, 2011                    
-Net loss at September 30, 2011  $(3,098,167)  $(3,162,661)  $(64,494)   1,3 
-Common stock and warrants issued for compensation and services  $1,848,950   $1,159,515   $(689,435)   3 
-Derivative liability  $(103,421)  $0   $103,421    1 
-Financing costs related to debt discount  $0   $183,566   $183,566    3 
- Beneficial conversion feature on loan  $0   $211,730   $211,730    3 
- Accretion of debt discount  $0   $83,304   $83,304    3 
-Increase (decrease) in accounts payable  $(102,773)  $68,231   $171,004    4 
-Increase (decrease) in accrued liabilities  $(98,768)  $(70,795)  $27,973    4 
Net cash flows used in operating activities  $(1,525,917)  $(1,498,848)  $27,069    1,3 
                     
-Net proceeds from sale of preferred share  $525,007   $599,849   $74,842    2 
-Net proceeds from sale of common shares  $624,199   $510,543   $(113,656)   2 
-Net proceeds from notes payable  $600,000   $690,000   $90,000    2 
-Proceeds from stockholders loans  $75,000   $50,000   $(25,000)   3 
-Payment on notes payable  $(76,078)  $(74,000)  $2,078    3 
- Payment on loan costs  $0   $(55,333)  $(55,333)   2 
Net cash flows from financing activities  $1,748,128   $1,721,059   $(27,069)   2 

 

REFERENCE

1 Correct a classification of warrants as equity with no derivative liability

2 Use of relative fair value of the warrants as a result of change for debt to equity of warrant classification, prior periods

3 Error correction for reclassification of loans, and warrant

4 Prior period posting errors relating to accounts payable related to changes to December 31, 2010 balances

 

8
 

 

Viper Powersports Inc.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

Subsequent to issuance, Management has subsequently determined to correct the accounting procedures and has amended the September 30, 2010 financial statements. 

1.The Company corrected the classification of warrants as equity with no derivative liability.
2.Accounts Payables restatement – In reviewing beginning balances of Accounts Payable, the Company discovered that errors were recorded during the prior years. The Company is making a prior period adjustment to retained earnings to correct these entries.

 

Accordingly, the accompanying balance sheet, statement of operations, and statement of cash flows for the period amended as September 30, 2010 have been retroactively adjusted as summarized below:

 

Effect of Corrections  As Previously
Reported
   As Restated   Adjustment   Reference 
BALANCE SHEET                    
                     
At September 30, 2010                    
ASSETS                    
-Prepaid expenses and other  $189,844   $105,973   $83,871    1 
-Current assets  $1,256,447   $1,172,576   $83,871    1 
-Total assets  $1,364,904   $1,281,033   $83,871    1 
                     
 LIABILITIES                    
-Accounts payable  $471,699   $375,432   $(100,099)   2 
-Short-term notes payable  $1,184,690   $1,118,759   $(65,931)   2 
-Total current liabilities  $2,301,040   $2,135,010   $(166,030)   2 
-Derivative liabilities  $182,356   $0   $(182,356)   2 
-Total long-term liabilities  $212,277   $2,135,010   $(166,030)   2 
-Total liabilities  $2,513,317   $2,164,931   $(166,030)   2 
                     
 STOCKHOLDERS’ EQUITY(DEFICIT)               
-Additional paid-in capital  $33,646,849   $33,807,186   $160,337    1,2 
-Accumulated deficit  $(34,809,606)  $(34,705,428)  $104,178    1,2 
-Total stockholders’ equity (deficit)  $(1,148,413)  $(883,898)  $264,515    1,2 
-Total liability and stockholder’s equity (deficit)  $1,364,904   $1,281,033   $83,871    1,2 
                     
STATEMENT OF OPERATIONS                    
Three month period ended September 30, 2010                    
                     
OTHER (EXPENSES)INCOME                    
- Selling, general and administrative  $373,885   $380,367   $6,482    2 
- Total operating expense  $392,495   $398,977   $6,482    2 
- Loss from operations  $(389,235)  $(395,717)  $(6,482)   2 
-Loss from derivative liability  $(78,297)  $0   $78,297    1 
-Total other income  $(254,770)  $(176,473)  $78,297    1 
-Net loss  $(664,005)  $(644,005)  $71,815    1,2 
Earnings per share                    
-Net loss per common share  $(0.05)  $(0.04)  $0.01    1,2 
                     
STATEMENT OF OPERATIONS                    
Nine month period ended September 30, 2010                    
                     
OTHER (EXPENSES)INCOME                    
- Selling, general and administrative  $1,211,909   $1,101,228   $110,681    2 
- Total operating expense  $1,744,169   $1,633,488   $110,681    2 

 

9
 

 

- Loss from operations  $(1,734,868)  $(1,627,187)  $(110,681)   2 
- Gain/loss from derivative liability  $(182,356)   0    182,356    1 
-Accretion of debt discount  $(229,141)  $(263,830)  $34,689    1 
-Financing costs related to debt discount  $0   $(147,770)  $(147,770)   1 
- Beneficial conversion feature on loan  $(268,000)  $(374,439)  $106,439    1 
-Total other income  $(799,606)  $(906,148)  $106,542    1 
-Net loss  $(2,537,474)  $(2,533,335)  $4,139    1,2 
                     
STATEMENT OF CASH FLOWS                    
Nine month period ended September 30, 2010                    
-Net loss at September 30, 2010  $(2,537,474)  $(2,533,335)  $4,139    1,2 
-Derivative liability  $182,356   $0   $(182,356)   1 
-Accretion of debt discount  $229,141   $263,830   $34,689    1 
-Financing costs related to debt discount  $0   $147,770   $147,770    1 
- Beneficial conversion feature on loan  $268,000   $374,439   $106,439    1 
-Increase (decrease) in accrued Interest  $21,323   $0   $(34,686)   3 
-Increase (decrease) in accrued liabilities  $34,686   $56,009   $34,686    3 
-Net cash flows used in operating activities  $(1,861,470)  $(1,750,789)  $110,681    1 
                     
-Net proceeds from stock sales  $469,443   $658,040   $110,681    3 
-Net proceeds from warrants issued with stock  $188,597   $0   $(188,597)   3 
-Proceeds from shareholder loans  $146,000   $0   $(111,000)   3 
-Payments on shareholders loan  $(201,375)  $(22,354)  $113,206    3 
-Payments on capital leases  $0   $(2,706)  $(2,706)   3 
-Payment of loan costs  $0   $(126,000)  $(126,000)   1 
Net cash flows from financing activities  $1,777,665   $1,666,984   $(110,681)   1 

 

REFERENCE

1 Correct a classification of warrants as equity with no derivative liability

2 Prior period posting errors relating to accounts payable

3 Correct classification error

 

H. Subsequent Events

 

The Company has evaluated subsequent events from September 30, 2011 through the date the original financial statements were issued and determined that there are the following events to disclose.

 

Loans

 

On July 27, 2011, the Company entered into two-year loan agreement with the Industrial Development Board of the City of Auburn, Alabama. The $200,000 loan will be used to purchase new equipment. The new equipment will be used as collateral for the loan agreement. The loan carries a 3.25% interest rate payable in quarterly payments. Two principle payments of $100,000 are due on July 27, 2012 and 2013.

 

Leasing Activities

 

On July 27, 2011, the Company and Industrial Development Board of the City of Auburn, Alabama renegotiated its operating lease for the Auburn, Alabama facility. The term of the lease is for one hundred and twenty (120) months with a starting date of November 1, 2011. Total operating lease payments for the remainder of 2011 are $21,064. Lease payments for 2012 are $138,784. The lease payment, starting in November 2013 will be recalculated based on the City of Auburn’s cost of debt service.

 

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Item 2: Management’s Discussion and Analysis

 

The following discussion should be read and considered along with our consolidated financial statements and related notes included in this 1O-Q/A. These financial statements were prepared in accordance with United States Generally Accepted Accounting Principles (U.S. GAAP). This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in these forward-looking statements as a result of various factors including those set forth in the “Risk Factors” section of our Form 10-K/A filing for December 31, 2010.

 

Business Development Overview

 

Viper Powersports Inc., formerly ECCO Capital Corporation (“ECCO”), was incorporated in Nevada in 1980 under a former name. ECCO ceased all active operation in 2001 and remained inactive until its stock exchange acquisition of Viper Motorcycle Company in early 2005, incident to which it changed its name to Viper Powersports Inc.

 

Effective March 31, 2005, Viper Powersports Inc. acquired all of the outstanding capital stock of Viper Motorcycle Company, a Minnesota corporation, resulting in Viper Motorcycle Company becoming a wholly-owned subsidiary of Viper Powersports Inc. For accounting and operational purposes, this acquisition was a recapitalization conducted as a reverse acquisition of Viper Powersports Inc. with Viper Motorcycle Company being regarded as the acquirer. Consistent with reverse acquisition accounting, all of the assets, liabilities and accumulated deficit of Viper Motorcycle Company are retained on our financial statement as the accounting acquirer. Since Viper Powersports Inc. had no assets or liabilities at the time of this acquisition, its book value has been stated as zero on the recapitalized balance sheet. The stock exchange for this reverse acquisition was effected on a one-for-one basis, resulting in the stockholders of Viper Motorcycle Company exchanging all of their outstanding capital stock for an equal and like amount of capital stock of Viper Powersports Inc. This resulted in the former shareholders of Viper Motorcycle Company acquiring approximately 94% of the resulting combined entity.

 

Viper Performance Inc. was incorporated by us in March 2005 as a wholly-owned Minnesota corporation. We organized and incorporated Viper Performance Inc. for the purpose of receiving and holding the engine development technology and related assets which we acquired from Thor Performance Inc.

 

As used herein, the terms “we”, “us”, “our”, and “the Company” refer to Viper Powersports Inc. and its two wholly-owned subsidiaries, unless the context indicates otherwise.

 

Since our inception in late 2002, we have been in the business of designing, developing and commencing commercial marketing and production of premium custom V-Twin motorcycles popularly known as “cruisers.” Our motorcycles will be distributed and sold under our Viper brand through a nationwide network of independent motorcycle dealers. Marketing of our motorcycles is targeted toward the upscale market niche of motorcycle enthusiasts who prefer luxury products and are willing to pay a higher price for enhanced performance, innovative styling and a distinctive brand. We believe there is a consistently strong demand for upscale or luxury motorcycle products like our American-styled classic Viper cruisers and our premium V-Twin engines. For example, the prestigious upscale Robb Report magazine publishes a Robb Report Motorcycling magazine bi-monthly, which is targeted exclusively to luxury motorcycle products.

 

We have completed the development and extensive testing of proprietary V-Twin engines including actual performance testing of the engines on our various motorcycles models, and we have been very satisfied with their performance while powering our cruisers during all kinds of street and highway running conditions. Our proprietary V-Twin engines were designed and developed by Melling Consultancy Design (MCD), a leading professional engine design and development firm based in England.

 

After undergoing an extensive engine emissions testing program for an entire year conducted by a leading independent test laboratory in 2007, our proprietary V-Twin engines recently satisfactorily passed and complied with all noise and pollution emissions requirements of both the federal Environmental Protection Agency (EPA) and the more stringent emissions requirements of the California Air Resources Board (CARB). Satisfying these standards constitutes a touchstone achievement for the Company that we believe places us in a commanding competitive position in the upscale custom motorcycle market.

 

We commenced commercial marketing, very limited production and commercial shipment of Viper motorcycles in 2009. With the completed relocation to Auburn, Alabama, the Company has started stocking inventory and will begin production of its 2011 motorcycles.

 

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Strategic Engine Development Joint Venture

 

In January 2010, the Company’s subsidiary, Viper Motorcycle Company, entered into a three-year Motorcycle Engine Manufacture and Supply Agreement with Ilmor Engineering Inc. (the “Ilmor/Viper Contract”). Ilmor Engineering Inc. (“Ilmor”) has been engaged for over 20 years in the design, development and manufacture of high-performance engines, and Ilmor’s extensive precision engineering and manufacturing facilities are located in suburban Detroit, Michigan. The Company is very pleased to have completed this strategic and valuable Ilmor/Viper Contract, since Ilmor is widely recognized as one of the most successful race-engine design and manufacturers.

 

Under a previous written contract entered into by Ilmor and Viper in 2009, Ilmor began assembling all V-Twin engines used by Viper Motorcycle Company and since then Ilmor has conducted all of the Company’s engine product assembly. The initial 2009 contract also contained a product development segment whereby Ilmor evaluated our V-Twin engine to determine whether the parties should engage in a future joint venture to develop and produce an upgraded model of the Viper engine. Ilmor’s evaluation of our V-Twin engine through the initial contract was favorable, and accordingly resulted in the current Ilmor/Viper Contract, which provides for the exclusive manufacture and supply by Ilmor of a Viper engine designed by Ilmor.

 

The Company has approved and is well satisfied with the most improved and upgraded Ilmor-designed Viper engine, and accordingly has ordered and obtained initial commercial shipments of these engines. Ilmor agrees to manufacture and supply all V-Twin requirements of Viper Motorcycle Company and in turn the Company must purchase all its engines exclusively from Ilmor. Ilmor will bear the cost and expense of all tooling, parts and components to manufacture and supply Viper engines until finished engines are invoiced and shipped to the Company. So long as Viper Motorcycle Company satisfies certain minimum annual engine purchase requirements, Ilmor shall not develop, manufacture or sell a similar V-Twin engine for itself or any third party.

 

These Ilmor-designed Viper engines are labeled with an Ilmor brand, for which the Company has been granted a non-exclusive paid-up license to use the Ilmor Mark in connection with sale and distribution of Viper engines. All intellectual property rights related to any Ilmor Marks, however, continue to be owned exclusively by Ilmor. Engine pricing to be paid to Ilmor by Viper Motorcycle Company will be determined annually based on the actual Bill of Materials for components, labor and assembly costs incurred by Ilmor, plus a reasonable mark-up percentage.

 

Plan of Operation

 

Our long-term business strategy or goal is to become a leading developer and supplier of premium V-Twin heavyweight motorcycles, V-Twin engines, and ancillary motorcycle aftermarket products. In implementing this strategy, we intend to execute the following matters for the next twelve months:

 

Continue commercializing the Diamondback & Mamba

Our primary focus during 2011 is to complete implementing and improving production operations for our motorcycle products to be manufactured by us effectively on a commercial scale. We will complete our production assembly set-up including shelving, railings and individual station equipment necessary for efficient factory production operations. We also have obtained all vendors, suppliers or subcontract third parties needed for obtaining components, parts and raw materials for our motorcycles and having them painted after assembly, and we will continue to identify and obtain alternate sources for material components.

 

Continue Design and Development

We will complete development and testing of our Mamba model and a Viper three-wheeled “trike” in order to offer the Mamba commercially as soon as possible in 2011 and the “trike” soon thereafter.

 

Expansion of Distribution Network

We will continue to identify and recruit qualified independent motorcycle dealers to become Viper dealers until we achieve our goal of having a nationwide network of Viper dealers. We will only select full-service dealers which we determine possess a successful V-Twin motorcycle sales history, a solid financial condition, a good reputation in the industry, and a definite desire to sell and promote Viper products. We also intend to commence initial efforts to enter overseas foreign markets including identifying effective overseas motorcycle distributors and attracting them to our products and Viper brand.

 

Expansion of Sales and Marketing Activities

We will continue and expand upon our marketing activities which are primarily focused toward supporting our dealer network and building Viper brand awareness. We will participate in leading consumer and dealer trade shows, rallies and other motorcycle events. We also will engage in ongoing advertising and promotional activities to develop and enhance the visibility of our Viper brand image.

 

12
 

 

Market and Sell Ancillary Viper Product

In 2011, we intend to commence marketing and sales of a variety of ancillary products under our Viper brand, particularly in the large custom cruiser aftermarket. We expect our primary aftermarket sales will be our line of powerful Viper V-Twin engines, and by 2012 we anticipate obtaining substantial revenues from Viper engine sales in this active aftermarket. We also will outsource production of ancillary Viper items from third-party suppliers including various motorcycle parts and accessories, apparel, and other Viper branded merchandise. For example, we have obtained a source to provide us with a line of Viper branded apparel. Our ancillary Viper products will be sold through multiple marketing channels including Viper dealers, independent aftermarket catalogs and our website.

 

Relocation of manufacturing operations

In June 2011, Viper Motorcycle Company started its relocation from Hopkins, MN to Auburn, Alabama. The new 63,000 sq ft world class production facility is situated on 13 acres. The plant is large enough to produce up to 1,000 units per year and can be expanded to a maximum footprint of 163,000 square feet.

 

Operational Overview

 

During 2009 and 2010, the Company commenced limited commercial marketing and production of its motorcycles powered by Ilmor produced engines. Prior thereto, the Company retained a licensed emissions certification laboratory to test its motorcycles and engines and certify its test results for compliance with the emission standards promulgated by the Environmental Protection Agency (EPA) and the California Air Resources Board (CARB). This independent test process was successfully completed, and the Company received its official certification from the Environmental Protection Agency on December 4, 2008.

 

In July 2011, the Company completed the relocation of its entire headquarters and manufacturing operations from Hopkins, Minnesota to Auburn, Alabama. With this move completed the Company is leasing and occupying a modern state-of-the-art facility in Auburn which is currently being upgraded and customized to suit all of our motorcycle development, marketing, production and administrative functions. This Auburn facility includes 63,000 square feet with ample future expansion capability.

 

Results of Operations

 

Revenues

 

Since our 2002 inception, we have generated total revenues of $1,128,597 some of which occurred before we discontinued offering a motorcycle with a non-proprietary engine. We anticipate that our future revenues for the next 12 months will be primarily from sale of Viper cruisers, although we expect to begin obtaining sales of our proprietary engines in the aftermarket by the fourth quarter of 2011. We anticipate receiving additional revenues from our planned line of custom parts and accessories for the motorcycle aftermarket as well as our Viper branded apparel and other merchandise.

 

We believe our future revenue stream will be most significantly affected by customer demand for Viper cruisers, performance of our proprietary V-Twin engines, our ability to timely manufacture our motorcycle products in response to dealer and customer orders, recruitment and retention of dealers and distributors who actively promote and sell our products.

 

Operating Expenses

 

From our inception in November 2002 through September 30, 2011, we have incurred total operating expenses of $36,609,093 including $6,048,447 of research and development expenses and $22,977,838 of selling, general and administrative expenses.

 

Research and development expenses consist primarily of salaries and other compensation for development personnel, contract engineering costs for outsourced design or development, supplies and equipment related to design and prototype development activities, and costs of regulatory compliance or certifications.

 

Selling, general and administrative expenses consist primarily of salaries and other compensation for our management, marketing and administrative personnel, facility rent and maintenance, advertising and promotional costs including trade shows and motorcycle rallies, sales brochures and other marketing materials, dealer recruitment and support costs, development of accounting systems, consulting and professional fees, financing costs, public relations efforts and administrative overhead costs.

 

Comparison of Quarter Ended September 30, 2011 and September 30, 2010.

 

Revenues and Gross Profit

 

There was $166,166 of motorcycle and parts revenue for the third quarter of 2011 as compared to $6,561 for the same quarter of 2010. There were five motorcycle sales in 2011 and only parts sold during this quarter 2010.

 

13
 

 

 Research and Development Expenses

 

Research and development for the quarter reported was $14,983 compared to $18,610 for the same period in 2010. This decrease was due to minimal development expense as the Company moved into production.

 

Selling, general and administrative expenses

 

Selling, general and administrative expenses increased to $630,152 for the third quarter of 2011 from $380,367 for the same quarter of 2010. Our selling and general administrative expenses were higher due to the relocation to the Auburn location and the hiring of new personnel.

 

Loss from operations

 

Operational loss for the third quarter of 2011 was $1,493,407 compared to $398,977 for the same quarter of 2010. This increase loss in the third quarter of 2010 was due primarily to minimal development expense as the Company moved into production.

 

Interest expense

 

Interest expense for the third quarter of 2011 was $5,324 compared to $43,441 for the same quarter of 2010. This decrease during the third quarter of 2011 was due to reduced debt.

 

No income tax benefit was recorded regarding our net loss for the third quarters of 2011 and 2010; since we could not determine that it was more likely than not that any tax benefit would be realized in the future.

 

Comparison of the Nine months Ended September 30, 2011 and September 30, 2010.

 

Revenues and Gross Profit

 

There was $204,901 of parts revenue for the first nine months of 2011 as compared to $29,157 for the same period of 2010. During the first nine months of 2011, there were 5 motorcycles sold compared to only parts sales in 2010.

 

 Research and Development Expenses

 

Research and development for the first nine months of 2011 was $19,139 compared to $532,260 for the same period of 2010. This decrease was due to minimal development expense as the Company moved into production.

 

Selling, general and administrative expenses

 

Selling, general and administrative expenses for the first nine months of 2011 were $2,621,550 compared to $1,101,228 for the same period in 2010. Our increased selling and general administrative expenses reflected the expenses incurred in relocating to Auburn and the hiring of new employees late in the third quarter.

 

Loss from operations

 

Operational loss for the first nine months of 2011 was $2,644,780 compared to $1,627,187 for same period in 2010. This decreased loss in the third quarter of 2010 was due to minimal development expense as the Company moved into production.

 

Interest expense

 

Interest expense for the first nine months of 2011 was $40,744 compared to $121,855 for the first nine months of 2010. This decrease during the third quarter of 2010 was due to reduced debt for the Company.

 

No income tax benefit was recorded regarding our net loss for the first nine months of 2011 and 2010; since we could not determine that it was more likely than not that any tax benefit would be realized in the future.

 

Since we are beginning commercial operations, our operations are subject to all of the risks inherent in the development of a new business enterprise, including the ultimate risk that we may never commence full-scale operations or that we may never become profitable. We do not expect to make material shipments of our motorcycles to dealers until winter of 2011. Our historic spending levels are not indicative of future spending levels since we are entering a period requiring increased spending for commercial operations including significant inventory purchases, increased marketing and dealer network costs, and additional general operating expenses. Accordingly, our losses could increase until we succeed in generating substantial product sales, which may never happen.

 

14
 

 

We currently employ 13 persons including our management, production, engineering, marketing and administrative personnel. We expect to hire 2-5 assembly and administrative personnel during 2011 to support our anticipated commercial production and sales of Viper cruisers. Other than these additional anticipated personnel, we do not anticipate needing any additional personnel during the next twelve months. None of our employees belong to a labor union, and we consider our relationship with our employees to be good.

 

Liquidity and Capital Resources

 

Since our inception, we have financed our development, capital expenditures, and working capital needs through sale of our common stock to investors in private placements and substantial loans from our principal shareholders. We raised a total of approximately $12.4 million through the sale of our common stock in private placements, and in excess of $6.5 million through loans from our principal shareholders and outside sources.

 

As of September 30, 2011, we had cash resources of $16,994, total liabilities of $950,785 and a negative working capital position of $554,461.

 

Future Liquidity

 

Based on our current cash position, we have concerns about our ability to fund our ongoing operations. We anticipate obtaining additional needed financing through the proceeds from additional private placement of equity securities.

 

If we are unable to complete the proposed private placements or to obtain substantial additional funding through another source, we most likely would need to curtail significantly, or even cease, our ongoing and planned operations. Our future liquidity and capital requirements will be influenced materially by various factors including the extent and duration of our future losses, the level and timing of future sales and expenses, market acceptance of our motorcycle products, regulatory and market developments in our industry, and general economic conditions.

 

The report of our independent registered accounting firm for our audited financial statements for the year ended December 31, 2010, states that there is substantial doubt about the ability of our business to continue as a going concern.

 

Cash Flow Information

 

Net cash consumed by operating activities was $1,498,848 during the nine months ended September 30, 2011 compared to consuming cash in the amount of $1,750,789 for the nine months ended September 30, 2010. There was cash used from investing activities for the nine months of 2011 of $220,796 as compared to $5,977 used during the nine months of 2010. Cash generated from financing activities for the nine months ended September 30, 2011 was $1,721,059 compared to $1,666,984 for the nine months ended September 30, 2010.

 

Business Seasonality

 

Sales of motorcycles in the United States are affected materially by a pattern of seasonality experienced in the industry which results in lower sales during winter months in colder regions of the country. Accordingly, we anticipate that our sales will be greater during spring, summer and early fall months than during late fall and winter periods. We also expect our revenues and operating results could vary materially from quarter to quarter due to industry seasonality.

 

New personnel announcements:

 

On a press release dated April 27, 2011, Viper Powersports Inc. announced that Mr. Michael Mann was hired as a new Vice-President of Investor Relations starting on May 1, 2011.

 

On a press release dated May 23, 2011, Viper Powersports Inc. announced that Mr. Timothy Kling was hired as a new Chief Financial Officer starting on July 1, 2011.

 

On a press release dated July 1, 2011, Viper Powersports Inc. announced that Mr. David Leyson was hired as a new Director of Operations starting on July 15, 2011.

 

15
 

 

On July 1, 2011, Viper Powersports Inc. filed a Form 8-K announcing that Duane Peterson resigned as a director, Terry L. Nesbitt resigned as a director of the Company and as President of its subsidiary Viper Motorcycle Company; and Jerome Posey resigned as Chief Financial Officer (CFO).

 

Recent Accounting Pronouncements

 

In April 2011, the FASB issued ASU No. 2011-02, “A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” ASU No. 2011-02 amends the guidance within ASC Topic 310, “Receivables” to clarify how creditors determine when a restructuring constitutes a troubled debt restructuring. In addition, ASU No. 2011-02 clarifies the guidance on a creditor’s evaluation of whether a debtor is experiencing financial difficulties even though the debtor may not be in payment default.

 

In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU No. 2011-04 clarifies the application of existing guidance within ASC Topic 820, “Fair Value Measurement” to ensure consistency between U.S. GAAP and IFRS. ASU No. 2011-04 also requires new disclosures about purchases, sales, issuances, and settlements related to Level 3 measurements and also requires new disclosures around transfers into and out of Levels 1 and 2 in the fair value hierarchy. The Company is required to adopt ASU No. 2011-04 beginning in the first quarter of 2012 and is currently evaluating the impact the new disclosure requirements will have on its financial statements and notes.

 

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” ASU No. 2011-05 amends the guidance within ASC Topic 220, “Comprehensive Income” to eliminate the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. ASU No. 2011-05 requires that all nonowner changes in shareholders’ equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. The Company is required to adopt ASU No. 2011-05 beginning in the first quarter of 2012 and the adoption of ASU No. 2011-05 will only impact the format of the current presentation.

 

None of these recently issued pronouncements are expected to have a material impact on the Company’s financial reporting.

 

Off-Balance Sheet Arrangements

Other than a guarantee of our floor plan financing by a principal shareholder we have no off-balance sheet arrangements.

 

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Forward-Looking Statements

 

This quarterly report on Form 10-Q/A contains “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Statements expressing expectations regarding our future and projections we make relating to products, sales, revenues and earnings are typical of such statements. All forward-looking statements are subject to the risks and uncertainties inherent in attempting to predict the future. Our actual results may differ materially from those projected, stated or implied in our forward-looking statements as a result of many factors, including, but not limited to, our overall industry environment, customer and dealer acceptance of our products, effectiveness of our dealer network, failure to develop or commercialize new products, delay in the introduction of products, regulatory certification matters, production and or quality control problems, warranty and/or product liability matters, competitive pressures, inability to raise sufficient working capital, general economic conditions and our financial condition.

 

Our forward-looking statements speak only as of the date they are made by us. We undertake no obligation to update or revise any such statements to reflect new circumstances or unanticipated events as they occur, and you are urged to review and consider all disclosures we make in this and other reports that discuss risk factors germane to our business, including those risk factors in our Form 10-K/A for the period ended December 31, 2010.

 

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Item 3. Controls and Procedures

 

Evaluation of disclosure controls and procedures

 

The Company’s Chief Executive and Chief Financial Officer, John R. Silseth and Timothy C. Kling, have reviewed the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon this review, these two officers believe that the Company’s disclosure controls and procedures were ineffective in ensuring that information that is required to be disclosed by the Company in reports that it files under the Securities Exchange Act of 1934 is recorded, processed and summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission.

 

The Company’s disclosure controls and procedures were ineffective during this reporting period. The Company was in the process of moving its headquarters and replacing its Chief Financial Officer. As a result, varies documents that were required to report timely were delayed in transit. This delay was the cause for the 10-Q/A extension. Management has received these documents and believes that future disclosures controls will be effective.

 

Changes in internal controls

 

There were changes in the Company’s internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. During the second quarter, the Company hired a new Chief Financial Officer.

 

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PART II - OTHER INFORMATION

 

Item 6. Exhibits

 

See Index of Exhibits.

 

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SIGNATURE

 

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

 

 

    VIPER POWERSPORTS INC.
     
    By:  /s/ Timothy C. Kling
      Timothy C. Kling
Principal Financial Officer

 

November 13, 2012

Auburn, Alabama

 

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VIPER POWERSPORTS INC.

INDEX TO EXHIBITS

 

Form 10-Q/A for    
Quarter Ended September 30, 2011   Commission File No. 000-51632

 

Exhibit  
Number Description
31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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