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EX-32 - Canadian Tactical Training Academy Inc.ex32-1.txt
EX-31.1 - Canadian Tactical Training Academy Inc.ex31-1.txt

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D..C. 20549

                                    Form 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the quarterly period ended June 30, 2011

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

              For the transition period from _________ to _________

                                    001-31444
                            (Commission File Number)


                [LOGO OF CANDIAN TACTICAL TRAINING ACADEMY INC.]
             (Exact name of registrant as specified in its charter)

                     CANADIAN TACTICAL TRAINING ACADEMY INC.
                 (Name of small business issuer in its charter)

            NEVADA                                               98-0361119
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

7000 Chemin Cote de Liesse, Suite 8 Montreal, Quebec Canada       H4T 1E7
       (Address of principal executive offices)                  (Zip Code)

                                 (514) 373-8411
                           (Issuer's telephone number)

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

Check whether the registrant (1) filed all reports required to be filed by
sections 13 or 15(d) of the Exchange Act 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 [X]
No [ ]

Check whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filed [ ]                          Smaller reporting company [X]

Check whether the registrant is a shell company, as defined in Rule 12b-2 of the
Exchange Act. Yes [ ] No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of April 30, 2012 the registrant's
outstanding common stock consisted of 202,328,633 shares.

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CANADIAN TACTICAL TRAINING ACADEMY INC. (A Development Stage Company) BALANCE SHEETS June 30, December 31, 2011 2010 ------------ ------------ ASSETS CURRENT ASSETS: Cash $ 4,906 $ 2,927 Accounts receivable 13,356 -- Sales tax receivable 15,214 5,380 Loans receivable (Note 2) 15,044 14,430 ------------ ------------ TOTAL CURRENT ASSETS 48,520 22,737 Equipment, net 2,476 2,975 ------------ ------------ $ 50,996 $ 25,712 ============ ============ LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable and accrued liabilities (Note 2) $ 218,766 $ 200,461 Convertible loans (Note 3) 62,472 62,472 Loans payable (Note 2) 147,553 48,064 Subscriptions received in advance (Note 4) 20,000 20,000 ------------ ------------ TOTAL LIABILITIES 448,791 330,997 ------------ ------------ STOCKHOLDERS' DEFICIT Common stock, $0.001 par value, 450,000,000 shares authorized; 202,328,633 shares issued and outstanding June 30,2011 and December 31, 2010 202,329 202,329 Additional paid in capital 5,980,431 5,980,431 Deficit (6,239,098) (6,239,098) Deficit accumulated during the development stage (341,457) (248,947) ------------ ------------ TOTAL STOCKHOLDERS' DEFICIT (397,795) (305,285) ------------ ------------ $ 50,996 $ 25,712 ============ ============ 2
CANADIAN TACTICAL TRAINING ACADEMY INC. (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited) For the period from January 1, 2007 (date of inception of the development stage) to Three months ended June 30, Six month period ended June 30, June 30, 2011 2010 2011 2010 2011 ------------ ------------ ------------ ------------ ------------ REVENUE Sales $ 11,700 $ -- $ 12,605 $ -- $ 22,783 ------------ ------------ ------------ ------------ ------------ OPERATING EXPENSES Amortization 318 116 625 233 2,475 Interest expense (Note 3) 2,016 2,655 3,864 5,281 47,281 General and administrative 64,681 15,930 95,941 39,608 331,694 ------------ ------------ ------------ ------------ ------------ TOTAL OPERATING EXPENSES 67,015 (18,701) 100,430 (45,122) 381,450 ------------ ------------ ------------ ------------ OTHER ITEMS Unrealized foreign exchange gain (loss) (670) (18) (4,685) (82) (5,860) Gain on foregiveness of debt 23,081 Realized loss (82) Interest income -- -- -- -- 70 ------------ ------------ ------------ ------------ ------------ TOTAL OTHER ITEMS (670) (18) (4,685) (82) 17,209 ------------ ------------ ------------ ------------ ------------ NET LOSS $ (55,985) $ (18,719) $ (92,510) $ (45,204) $ (341,458) ============ ============ ============ ============ ============ Net loss per share: Basic and diluted $ (0.0003) $ (0.01) $ (0.0005) $ (0.02) ------------ ------------ ------------ ------------ Weighted average shares outstanding: Basic 202,328,633 2,328,633 202,328,633 2,328,633 ------------ ------------ ------------ ------------ 3
CANADIAN TACTICAL TRAINING ACADEMY INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS For the period from January 1, 2007 (date of inception Six month Six month of the development period ended period ended stage) to June 30, June 30, June 30, 2011 2010 2011 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (92,510) $ (45,204) $ (341,457) Non-cash items: Amortization 625 233 4,840 Unrealized loss on foreign exchange conversion 4,685 5,173 Gain on settlement of debt -- (23,081) Accrued interest on convertible loans 3,864 5,281 46,157 Changes in non-cash operating working capital items: Receivables (23,804) -- (23,804) Accounts payable and accrued liabilities 109,119 35,768 312,415 ---------- ---------- ---------- CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES 1,979 (3,922) (19,757) ---------- ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of equpment -- -- (1,397) ---------- ---------- ---------- CASH FLOWS USED IN INVESTING ACTIVITIES -- -- (1,397) ---------- ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Convertible loans & debentures -- -- 1,000 Subscriptions received in advance -- -- 20,000 ---------- ---------- ---------- CASH FLOWS PROVIDED BY FINANCING ACTIVITIES -- -- 21,000 ---------- ---------- ---------- Change in cash 1,979 (3,922) (154) Cash, beginning 2,927 4,000 5,060 Cash, ending $ 4,906 $ 78 $ 4,906 4
NOTE 1 - NATURE OF BUSINESS FIELD OF OPERATIONS AND CORPORATE MISSION The CANADIAN TACTICAL TRAINING ACADEMY (CTTA) is an educational organization devoted to the training of Law Enforcement, security, investigation, protection officers and all those who dedicate themselves to maintaining peace. The Academy also provides tailored security and safety-oriented civilian training at both the individual and/or corporate levels. We offer recognized tactical training programs of the highest level, as well as specialized programs for the fields of Intelligence and Investigation, Executive Protection and both Public and Private Security and Safety. Above and beyond the quality of its training programs, the strength of an academy resides in the competency and capabilities of its instructors. Our instructors are very carefully selected and have proven their superior skills in both the field and classroom before they are entrusted the guidance and professional development of our students. Our Mission is to facilitate professional training and operational objectives by offering the tools and guidance required to enhance careers and ensure the survival of its participants. CTTA offers specialized programs such as: Executive Protection, Investigation and Surveillance, Rapid Integrated Survival Kombat (RISK) System, Tactical Firearms, Handcuffing, Airport and Airline Security (IATA and ICAO standards), Ports Facilities and Maritime Security (ISPS Code), Basic SWAT Techniques, Corporate Safety Awareness, and much more. Our civilian training programs are recognized by numerous notable corporations, and our instructors are proud members of several prestigious law enforcement and security associations. COMPANY HISTORY We were incorporated in the State of Nevada on November 2, 2001 under the name Altus Explorations Inc. (Altus) as a company engaged in the acquisition and exploration of oil and natural gas properties. The company has not been able to secure sufficient financing to act on oil and gas investment opportunities as they were identified. Therefore, we did very little business and showed very limited activity, with no profitability. In September 2010 we chose to enter the expanding field of training of peace and law enforcement officers as well as other professionals involved in the fields of security and safety oriented civilian training at both the individual and corporate levels. and entered into an agreement, in principle, to purchase Canadian Tactical Training Academy Inc. from UWD Unitas World Development Inc. ("UNITAS"), a private Canadian company. We refer to this asset purchase transaction as the Acquisition. On October 1, 2010, Altus entered into a Share Exchange Agreement (the "Agreement") with UWD Unitas World Development Inc., a privately held Canadian incorporated company. Pursuant to the Agreement, Altus issued 80,000,000 shares of common stock for the acquisition of 450 shares of common stock of The Canadian Tactical Training Academy Inc., representing 100% of the issued and outstanding shares of common stock, which were held by UNITAS. Further, Altus changed its name to Canadian Tactical Training Academy Inc. and increased the authorized share capital from 40,000,000 to 250,000,000 shares of common stock and then further from 5
250,000,000 to 450,000,000. The Company assumed the business Canadian Tactical Training Academy Inc., which is the training of law enforcement, security, investigation and protection for officers and individuals. As a result of the Acquisition, we now own CTTA and have the right to exploit, commercialize, and upgrade its training courses on a worldwide basis. To reflect the nature of our new business, we changed our corporate name on November 4, 2010 from Altus Explorations Inc. to Canadian Tactical Training Academy Inc. Our principal executive offices are now located at 7000 Chemin Cote de Liesse, Suite 8, Montreal, Quebec, Canada H4T 1E7 and our telephone number is (514) 373-8411. UNAUDITED INTERIM FINANCIAL STATEMENTS The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2010 included in the Company's Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. Management has evaluated events occurring between the end of the three months period ended June 30, 2011 to the date when the financial statements were issued. NOTES 2 - DUE TO RELATED PARTIES At June 30, 2011, the Company had received advances from significant shareholders totalling $134,627 (Dec.31, 2010- $48,064). These loans are unsecured and non-interest bearing and have not set terms for repayment. At June 30, 2011, the Company had accounts payable of $95,421 to a significant shareholder of $15,044 (Dec.31 2010- $80,834). This loan is unsecured and non-interest bearing and has not set terms for repayment. At June 30, 2011, the Company had made a loan to a significant shareholder of $15,044 (Dec.31 2010- $14,430). This loan is unsecured and non-interest bearing and has not set terms for repayment. All related party transactions are measured at the exchange amount which is determined by management to approximate their fair value. NOTE 3 - CONVERTIBLE LOANS At June 30, 2011, the Company had received advances totalling $62,472 (December 31, 2010 - $62,472).. On March 8, 2007, the Company entered into Convertible Loan Agreements (the "Loans") with the shareholders whose Loans matured on December 31, 2007 and required payment of all outstanding principal and interest in full on January 2, 2008. The Loans interest rates are 12% per annum payable in arrears upon the maturity of the Loans. The Company accrued interest of $3,718 (2010 - $5,281) on the loans during the six months ended June 30, 2011. 6
The Loans are convertible at the shareholders' option into common stock at the lower of ten day average common share price immediately preceding the date of the Loans or the ten day average common share price immediately preceding the date that a Lender provides Notice of Conversion to the Company, but in no circumstance at a conversion rate of less than $0.001 per common share. The Loans are secured by the assets of the Company, and provide that in the occurrence of certain events the Loans' maturities are accelerated. The Company may prepay the Loans at anytime without penalty or bonus. The ten day average share price immediately preceding the date of the loan was equal to the share price on the agreement date. The conversion feature had no intrinsic value and accordingly no beneficial conversion feature was recorded. As at June 30, 2011, the Company has not repaid the Loans, nor have the shareholders' provided a Notice of Conversion to the Company. NOTE 4 - COMMON STOCK The Company entered into a subscription agreement for the issuance of 2,000,000 common shares at a price of $0.005 per share in December 2007 and received $10,000 in advance. During the year ended December 31, 2008, the Company received an additional $10,000 in advance for the issuance of an additional 2,000,000 common shares at a price of $0.005 per share. These shares have not been issued. NOTE 5 - SUBSEQUENT EVENTS March 28, 2012 -Canadian Tactical Training Academy Inc. borrowed $150,000 for 24 months. Interest of $1,562.50 is payable each month.. The loan is scheduled to be repaid in full by March 28, 2014. The lenders will receive 100,000 common shares of CTTA to be issued from the treasury before December 31, 2012 May 2012- 48,500,000 treasury shares were issued to five entities in return for $97,500 paid to or on behalf of company. Cost basis is $.002. 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2011 AND 2010 Our net loss for the three months ended June 30, 2011 totalled $55,985. This compares with our net loss of $18,719 for the three months ended June 30, 2010. General and administrative expenses for the three months ended June 30, 2011 and 2010 were $64,681 and $15,930, respectively. The interest expense was incurred due to advances made in the amount of $62,472. The Company entered into Convertible Loan Agreements (the "Loans") with these lenders whose Loans matured on December 31, 2007 and required payment of all outstanding principal and interest in full on January 2, 2008. Interest rates are 12% per annum payable in arrears upon the maturity of the Loans. The lenders agreed to forego interest that accrued during 2006, and provided for interest on the outstanding Loan balances to commence January 1, 2007. The Company accrued interest total of $25,433 on the Loans as at June 30, 2011. As of June 30, 2011 and the date of this report, the Company has not repaid the Loans, nor has the lender provided a Notice of Conversion to the Company. The Company is in negotiations with the lender to settle the Loans. The Company had revenues for the quarter ended June 30, 2011 of $11,700. JANUARY 1, 2007 TO JUNE 30, 2011 The net loss for the period from January 1, 2007 to June 30, 2011 being the development stage totalled $341,458. We incurred $47,281 of the total net loss due to interest expense on convertible loans. Amortization costs for the period were $2,475. Revenues from January 1, 2007 to June 30, 2011 are $22,783. LIQUIDITY AND CAPITAL RESOURCES The Company is planning to expand its operations into Applied Security Technologies which will complement its training business. Research and development activities require substantial. If we are unsuccessful in obtaining financing and fail to achieve and sustain a profitable level of operations, we may be unable to fully implement our business plans or continue operations. Future financing through equity, debt or other sources could result in the dilution of Company equity, increase our liabilities, and/or restrict the future availability and use of cash resources. Additionally, there can be no assurance that adequate financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to execute our business plans, and will be required to scale back the pace and magnitude of our oil and gas prospects drilling and development initiatives. We also may not be able to meet our vendor and service provider obligations as they become due. In such event, we will be forced to cease our operations. FUTURE OPERATIONS CASH REQUIREMENTS During the twelve month period ending December 31, 2011, we project cash requirements of approximately $200,000 as we continue to restructure our activities. 8
Our estimated funding needs for the next twelve months are summarized below: Estimated Funding Required During the Twelve Month Period Ending December 31, 2011 Operating, general and administrative costs $215,000 Revenue 15,000 -------- TOTAL $200,000 ======== PURCHASE OF SIGNIFICANT EQUIPMENT We do not intend to purchase any significant equipment over the next 12 months. EMPLOYEES Currently we have no full-time or part-time employees. We utilize short-term contractors as necessary. We have entered into a Management Contract and a Facilities Contract with our controlling stockholder. We do not expect any material changes in the number of employees over the next 12 month period. We expect to continue to outsource contract employment as needed. GOING CONCERN The accompanying financial statements have been prepared assuming we will continue as a going concern. We incurred a net loss of $55,985 for the quarter ended June 30, 2011 and a net loss of $18,719 for the same period in 2010. There are no assurances that we will be able, over the next twelve months, to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings, bank financing or shareholder advances necessary to support Canadian Tactical Training Academy Inc.'s working capital requirements. To the extent that funds generated from operations and any private placements, public offerings or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to Canadian Tactical Training Academy Inc. If adequate working capital is not available, Canadian Tactical Training Academy Inc. may be required to cease its operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These conditions raise substantial doubt about our ability to continue as a going concern. There are no definitive agreements or arrangements for future funding. APPLICATION OF CRITICAL ACCOUNTING POLICIES Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our balance sheet, the statements of operations and stockholders' equity, and the cash flows statements included elsewhere in this filing. 9
ITEM 4(T). CONTROLS AND PROCEDURES The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Principal Executive Officer who is also our Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles. As of September 30, 2010, management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives; (2) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Principal Financial Officer in connection with the audit of our financial statements as of December 31, 2009 and communicated the matters to our management. Management believes that the material weaknesses set forth in items (1), (2) and (3) above did not have an effect on the Company's financial results. We are committed to improving our financial organization. As part of this commitment, we will i) create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company ii) preparing and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. Management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. This annual report does not include an attestation report of the Company's registered accounting firm regarding internal control over financial reporting. Management's report is not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission. 10
ITEM 9. ACCOUNTING AND FINANCIAL DISCLOSURE The Company had no independent accountant review the financial statements for the quarter ended March 31, in accordance with Rule 3-11 of regulation S-X. PART II - OTHER INFORMATION ITEM 6. EXHIBITS 31.1 Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934 32.1 Section 1350 Certification of the Principal Executive Officer and Principal Financial Officer SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: December 3, 2012 CANADIAN TACTICAL TRAINING ACADEMY (Registrant) By: /s/ Jocelyn Moisan ------------------------------------- Jocelyn Moisan President 1