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EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATIONS - AFRICAN COPPER CORPf10q103112_ex31z1.htm
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EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATIONS - AFRICAN COPPER CORPf10q103112_ex32z1.htm

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 October 31, 2012


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

For the transition period from ______ to _______


Commission File Number 333-176119

 

NEW YORK TUTOR COMPANY

 (Name of small business issuer in its charter)

 

Nevada

 

90-0723747

(State of incorporation)

  

(I.R.S. Employer Identification No.)

 

845 3rd Avenue, 6th Floor

New York City, NY 10022

 (Address of principal executive offices)

 

 (646) 290-5269

(Registrant’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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   X  . No      .

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 (Not required) Yes      . No      .


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 the 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 12b-2 of the Exchange Act). 

Yes   X  . No      .


As of December 17, 2012, there were 5,062,500 shares of the registrant’s $0.001 par value common stock issued and outstanding.










NEW YORK TUTOR COMPANY*


TABLE OF CONTENTS 

Page

 

 

 

 

 

 

PART I.

FINANCIAL INFORMATION

 

  

 

 

ITEM 1.

FINANCIAL STATEMENTS

3

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

10

ITEM 3.

QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

12

ITEM 4.

CONTROLS AND PROCEDURES

12

  

 

 

PART II.

OTHER INFORMATION

 

  

 

 

ITEM 1.

LEGAL PROCEEDINGS

13

ITEM 1A.

RISK FACTORS

13

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

13

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

13

ITEM 4.

[REMOVED AND RESERVED]

13

ITEM 5.

OTHER INFORMATION

13

ITEM 6.

EXHIBITS

14





Special Note Regarding Forward-Looking Statements

 

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of New York Tutor Company (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.


*Please note that throughout this Quarterly Report, except as otherwise indicated by the context, references in this report to “Company”, “NYTC”, “we”, “us” and “our” are references to New York Tutor Company. 




2






PART I - FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS








NEW YORK TUTOR COMPANY

(A Development Stage Company)


Condensed Financial Statements


(Expressed in US dollars)


October 31, 2012


(unaudited)







Condensed Balance Sheets (unaudited)

4

Condensed Statements of Operations (unaudited)

5

Condensed Statements of Cash Flows (unaudited)

6

Notes to the Condensed Financial Statements

7





3






NEW YORK TUTOR COMPANY

(A Development Stage Company)

Condensed Balance Sheets


 

 October 31,

 2012

 $

 (unaudited)

 April 30,

 2012

 $

 

 

 

ASSETS

 

 

 

 

 

Cash

33,935

 6,970

 

 

 

Total Assets

33,935

 6,970

 

 

 

LIABILITIES

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

 64,722

 38,606

Due to related parties

5,550

 750

Notes payable

87,500

 87,500

 

 

 

Total Liabilities

157,772

 126,856

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Preferred Stock

Authorized: 10,000,000 preferred shares with a par value of $0.001 per share

Issued and outstanding: nil preferred shares

 

 

 

 

 –

 

 

 

Common Stock

Authorized: 290,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 5,062,500 and 4,500,000 common shares, respectively

 

 

 

 

5,063

 4,500

 

 

 

Additional paid-in capital

41,687

 (2,750)

 

 

 

Accumulated deficit during the development stage

 (170,587)

(121,636)

 

 

 

Total Stockholders’ Deficit

(123,837)

(119,886)

 

 

 

Total Liabilities and Stockholders’ Deficit

33,935

6,970

 

 

 


(The accompanying notes are an integral part of these condensed financial statements)




4






NEW YORK TUTOR COMPANY

(A Development Stage Company)

Condensed Statement of Operations

(unaudited)


 

For the Three Months Ended

October 31,

2012

$

For the Three Months Ended

October 31,

2011

$

For the Six Months Ended

October 31,

2012

$

For the Six Months Ended

October 31,

2011

$

Accumulated from April 6, 2011 (date of inception) to

October 31,

2012

$

 

 

 

 



Revenue

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

1,373

3,537

5,000

General and administrative

5,625

2,831

11,295

2,831

28,815

Management fees

3,000

3,000

6,000

6,000

18,000

Professional fees

9,750

11,000

27,250

25,250

109,250

 

 

 

 

 

 

Total Operating Expenses

18,375

18,204

44,545

37,618

161,065

 

 

 

 

 

 

Loss from operations

(18,375)

(18,204)

(44,545)

(37,618)

(161,065)

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

 

 

 

 

Interest expense

(2,206)

(1,110)

(4,406)

(1,736)

(9,522)

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

(20,581)

(19,314)

(48,951)

(39,354)

(170,587)


Net Loss per Share – Basic and Diluted        

(0.01)


(0.01)

 

 

 

 

 

 

 

Weighted Average Shares Outstanding – Basic and Diluted  


4,836,277

4,500,000

4,668,139

4,500,000

 

 

 

 

 

 

 


(The accompanying notes are an integral part of these condensed financial statements)




5






NEW YORK TUTOR COMPANY

(A Development Stage Company)

Statement of Cashflows

(unaudited)


 

 



For the Six Months Ended

October 31,

2012

$

For the Six Months Ended October 31,

2011

$

Accumulated from April 6, 2011 (date of inception) to

October 31,

2012

$

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

 

 

Net loss for the period

 

(48,951)

(39,354)

(170,587)

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

26,116

4,067

64,722

Due to related parties

 

4,800

(1,000)

5,550

 

 

 

 

 

Net Cash Used In Operating Activities

 

(18,035)

(36,287)

(105,865)

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

Proceeds from note payable

 

45,000

87,500

Proceeds from sale of common stock

 

45,000

45,000

Amounts contributed by shareholder

 

1,750

 

 

 

 

 

Net Cash Provided by Financing Activities

 

45,000

45,000

139,800

 

 

 

 

 

Increase in Cash

 

26,965

33

8,713

33,935

 

 

 

 

 

Cash – Beginning of Period

 

6,970

4,562

 

 

 

 

 

Cash – End of Period

 

33,935

13,275

33,935

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

 

 

 

Interest paid

 

Income tax paid

 

 

 

 

 

 


(The accompanying notes are an integral part of these condensed financial statements)




6






New York Tutor Company

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)


1.

Nature of Operations and Continuance of Business


New York Tutor Company (the “Company”) was incorporated in the State of Nevada on April 6, 2011. The Company is a development stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities.


Going Concern


These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of October 31, 2012, the Company has not recognized any revenue, and has an accumulated deficit of $170,587. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  


2.

Summary of Significant Accounting Policies


a)

Basis of Presentation


The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars.  The Company’s fiscal year end is April 30.


b)

Use of Estimates


The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.


c)

Interim Financial Statements


These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.


d)

Cash and cash equivalents


The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.  




7





New York Tutor Company

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)


2.

Summary of Significant Accounting Policies (continued)


e)

Basic and Diluted Net Loss per Share


The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.


f)

Financial Instruments


Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:


Level 1


Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


Level 2


Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.


Level 3


Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties.  Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.


g)

Comprehensive Loss


ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of October 31, 2012 and 2011, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.



8





New York Tutor Company

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)


2.

Summary of Significant Accounting Policies (continued)


h)

Recent Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


i)

Reclassification


Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation.  


3.

Notes Payable


a)

In April 2011, the Company issued a $17,500 note to a non-related party. Under the terms of the note, the amount is unsecured, due interest at 10% per annum, and due on demand. As at October 31, 2012, the Company recorded accrued interest of $2,752 which has been recorded as accrued liabilities.


b)

From July 2011 to February 2012, the Company issued $70,000 of notes payable to a non-related party. Under the terms of the notes, the amounts are unsecured, due interest at 10% per annum, and due on demand. As at October 31, 2012, the Company recorded accrued interest of $6,770 which has been recorded as accrued liabilities.


4.

Related Party Transactions


a)

As at October 31, 2012, the Company owes $2,550 (April 30, 2012 - $750) to the President and Director of the Company for general expenditures and management fees.  The amount owing is unsecured, non-interest bearing, and is due on demand.


b)

During the six months ended October 31, 2012, the Company incurred management fees of $6,000 (October 31, 2011 - $6,000) to the President and Director of the Company.  The Company is committed to monthly management fees of $1,000 until the termination of the management agreement.  During the six months ended October 31, 2012 and 2011, the Company paid $3,000 and $6,000, respectively. The remaining compensation expense is included in accrued compensation of $3,000 and $nil at October 31, 2012 and April 30, 2012, respectively.


5.

Common Shares


On September 6, 2012, the Company issued 562,250 common shares at $0.08 per share for total proceeds of $45,000.


6.

Subsequent Events


We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events after October 31, 2012.




9






ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION


FORWARD-LOOKING STATEMENTS


This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.


RESULTS OF OPERATIONS


Working Capital


  

October 31,

April 30,

  

2012

$

2012

$

Current Assets

33,935

6,970

Current Liabilities

157,772

126,856

Working Capital (Deficit)

(123,837)

(119,886)


Cash Flows


  

Six months ended October 31,

2012

$

Six months ended October 31,

2011

$

Cash Flows from (used in) Operating Activities

(18,035)

(36,287)

Cash Flows from (used in) Financing Activities

45,000

45,000

Net Increase (decrease) in Cash During Period

26,965

8,713


Operating Revenues   


From the Company’s inception on April 6, 2011 to October 31, 2012, the Company did not earn any operating revenues.  


Operating Expenses and Net Loss


For the three months ended October 31, 2012, the Company incurred operating expenses of $18,375 compared with $18,204 for the three months ended October 31, 2011.  The increase in operating expenses was attributed to an increase of $1,421 in general and administrative costs for day-to-day activities, and was offset by a decrease of $1,250 for professional fees as the Company incurred less legal costs compared to prior year due to limited activities and additional costs incurred with the SEC registration process in the prior year.    


For the six months ended October 31, 2012, the Company incurred operating expenses of $44,545 compared with $37,618 for the six months ended October 31, 2011.  The increase in operating expenses was attributed to an increase of $2,000 in professional fees relating to additional accounting and legal expenses incurred for the Company’s issuance of the share subscriptions incurred during the first quarter of the fiscal period, and $4,927 for general and administrative costs relating to an increase in day-to-day operating costs.


During the six months ended Octber 31, 2012, the Company incurred a net loss of $48,951 compared with a net loss of $39,354 for the six months ended October 31, 2011.  In addition to operating expenses, the Company incurred $4,406 of interest expense during the six months ended October 31, 2012 and $1,736 of interest expense for the six months ended October 31, 2011 for interest accrued on $87,500 of note payable which is unsecured, bears interest at 10% per annum, and is due on demand.  



10






Net loss per share for the three months ended October 31, 2012 and 2011 was $nil and for the six months ended October 31, 2012 and 2011 was $0.01.


Liquidity and Capital Resources


As at October 31, 2012, the Company had cash and total assets of $33,935 compared with $6,970 at April 30, 2012.  The increase in cash and total assets was attributed to the receipt of $45,000 of share subscriptions during the period, of which amounts remained unspent.


As at October 31, 2012, the Company had total liabilities of $157,772 compared with total liabilities of $126,856 at April 30, 2012. The increase in total liabilities was attributed to $26,116 of additional accounts payable and accrued liabilities as the Company incurred operating expenses at a higher rate than cash proceeds to repay the obligations as they were incurred, and $5,000 in amounts owing to related parties for unpaid management fees.  

 

As at October 31, 2012, the Company had a working capital deficit of $123,837 compared with a working capital deficit of $119,886 as at April 30, 2012. The increase in working capital deficit was due to the Company receiving $45,000 in financing and using the proceeds to repay and incur operating costs relating to the Company’s day-to-day activity.   


Cash Flow from Operating Activities


During the six months ended October 31, 2012, the Company incurred $18,035 of cash from operating activities compared with $36,287 during the six months ended October 31, 2011.  The decrease is attributed to the fact that the Company is preserving remaining cash flow to support day-to-day operations given a weak financing market and the continued difficulties of development stage companies to find acceptable terms for financing.    


Cash Flow from Investing Activities


For the period from April 6, 2011 (date of inception) to October 31, 2012, the Company did not have any investing activities.  


Cash Flow from Financing Activities


During the six months ended October 31, 2012, the Company received $45,000 in proceeds from share subscriptions compared with $45,000 during the six months ended October 31, 2011 for proceeds from the issuance of a note payable less amounts repaid to related parties.  


Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing. 


Future Financings


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


Off-Balance Sheet Arrangements


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



11






Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.


Recently Issued Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 4.

CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of January 31, 2012, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.

 

Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.




12






PART II - OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS.


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


ITEM 1A.

RISK FACTORS.


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


1.

Quarterly Issuances:


During the quarter, we did not issue any unregistered securities other than as previously disclosed.


2.

Subsequent Issuances:


Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.


None.


ITEM 4.

[REMOVED AND RESERVED].


ITEM 5.

OTHER INFORMATION.


None.



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ITEM 6.

EXHIBITS


Exhibit

Number

Description of Exhibit

Filing

3.01

Articles of Incorporation

Filed with the SEC on August 8, 2011 as part of our Registration Statement on Form S-1.

3.02

Bylaws

Filed with the SEC on August 8, 2011 as part of our Registration Statement on Form S-1.

10.01

Promissory Note between the Company and 888 Investment Ltd., dated April 6, 2011.

Filed with the SEC on August 8, 2011 as part of our Registration Statement on Form S-1.

10.02

Management Agreement between the Company and its CEO, Mark Simon, dated May 1, 2011.

Filed with the SEC on August 8, 2011 as part of our Registration Statement on Form S-1.

10.03

Promissory Note between the Company and 888 Investment Ltd., dated October 7, 2011.

Filed with the SEC on October 14, 2011 as part of our Amended Registration Statement on Form S-1/A.

10.04

Promissory Note between the Company and 888 Investment Ltd., dated October 7, 2011.

Filed with the SEC on October 14, 2011 as part of our Amended Registration Statement on Form S-1/A.

10.05

Promissory Note between the Company and 888 Investment Ltd., dated October 26, 2011.

Filed with the SEC on December 16, 2011 as part of our Quarterly Report on Form 10-Q.

14.01

Code of Ethics

Filed with the SEC on August 8, 2011 as part of our Registration Statement on Form S-1.

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.

31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

101.INS*

XBRL Instance Document

Filed herewith.

101.SCH*

XBRL Taxonomy Extension Schema Document

Filed herewith.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith.

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

Filed herewith.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith.


*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.





SIGNATURES


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



 

  

NEW YORK TUTOR COMPANY

 

 

  

Dated: December 17, 2012

 

/s/ Mark Simon

  

  

By:  Mark Simon

  

  

Its: President & CEO



In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.



Dated:  December 17, 2012

/s/ Mark Simon

  

By:  Mark Simon

Its:  Director




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