American Housing REIT Inc. - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - American Housing REIT Inc.	Financial_Report.xls
EX-31.1 - CERTIFICATION - American Housing REIT Inc.	ontg_ex311.htm
EX-32.1 - CERTIFICATION - American Housing REIT Inc.	ontg_ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

	For the three months ended December 31, 2012.

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

	For the transition period from__________to_________.

Commission file number: 333-170828

Ontarget360 Group Inc.

(Exact name of registrant in its charter)

Delaware		27-1662812
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2490 Black Rock Turnpike #344, Fairfield CT		06825
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number: 877-879-7631

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001

Indicate by check mark whether the registrant (1) has filed all reports required 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 day. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o (Does not currently apply to the Registrant)

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 if the Exchange Act.

Large accelerated filter	o	Accelerated filter	o
Non-accelerated filter	o	Smaller reporting company	þ
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

Class		Outstanding January ___, 2012
Common Stock, $0.001 par value per share		3,404,520 shares

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION

ITEM 1.	INTERIM FINANCIAL STATEMENTS
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4.	CONTROLS AND PROCEDURES
ITEM 5.	OTHER

PART II	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS
ITEM 1A.	RISK FACTORS
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3	DEFAULTS UPON SENIOR SECURITIES
ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5	OTHER INFORMATION
ITEM 6	EXHIBITS

SIGNATURES

PART I. FINANCIAL INFORMATION

ITEM 1. INTERIM FINANCIAL STATEMENTS.

INDEX TO UNAUDITED FINANCIAL STATEMENTS

	Page
Interim Financial Statements

Condensed Balance Sheets as of December 31, 2012 (unaudited) and September 30, 2012		F-1

Condensed Statements of Operations for the three months ended December 31, 2012 and 2011 (unaudited)		F-2

Condensed Statements of Changes in Stockholders’ (Deficit) from September 30, 2010 (unaudited)		F-3

Condensed Statements of Cash Flow for the three months ended December 31, 2012 and 2011 (unaudited)		F-4

Condensed Notes to Interim Financial Statements (unaudited)		F-5

ONTARGET360 GROUP, INC

CONDENSED BALANCE SHEETS

DECEMBER 31, 2012 AND SEPTEMBER 30, 2012

	(Unaudited)
	12/31/12			9/30/12
ASSETS
CURRENT ASSETS:
Cash	$	9,053		$	3,023
Accounts receivable, net		-			3,500
TOTAL CURRENT ASSETS		9,053			6,523

TOTAL ASSETS	$	9,053		$	6,523

LIABILIATIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	13,214		$	28,579
Accrued interest		4,827			2,063
Due to shareholder		121,500			41,500
Income tax payable		600			600
TOTAL CURRENT LIABILITIES		140,141			72,742

TOTAL LIABILITIES		140,141			72,742

STOCKHOLDERS' DEFICIT:
Preferred stock, $.001 par value, 5,000,000 shares authorized,
none issued and outstanding		-			-
Common stock, $.001 par value, 10,000,000 shares authorized,
3,454,520 shares issued and outstanding,
as of December 31, 2012 and September 30, 2012		3,455			3,455
Additional paid-in capital		104,816			104,816
Retained deficit		(239,359	)		(174,490	)
TOTAL STOCKHOLDERS' DEFICIT		(131,088	)		(66,219	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	9,053		$	6,523

See accompanying condensed notes to interim financial statements.

F-1

ONTARGET360 GROUP INC

CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED

DECEMBER 31, 2012 AND 2011

	Three Months Ended December 31, 2012			Three Months Ended December 31, 2011
	(Unaudited)			(Unaudited)
Revenues:
Monthly subscription fees	$	20,500		$	12,150
Total Revenues		20,500			12,150

Cost of revenues		16,829			-
Cost of revenues from a related party		-			6,000
Gross Profit		3,671			6,150

Operating expenses:
General and administrative		62,709			10,263
General and administrative costs from a related party		3,000			8,000
Total operating expenses		65,709			18,263

Other (income) expenses
Interest expense		2,764			-
Total other expenses (income)		2,764			-

Minority interest in income of consolidated subsidiary

Loss before taxes		(64,802	)		(12,113	)
Income tax provision(benefit)		67			-

Net loss	$	(64,869	)	$	(12,113	)

Net loss per share - basic
Net loss per share - basic and diluted	$	(0.01	)	$	(0.00	)

Weighted number of shares outstanding -
Basic and diluted		3,454,520			3,154,616

See accompanying condensed notes to interim financial statements.

F-2

ONTARGET360 GROUP INC

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT)

FROM SEPTEMBER 30, 2010 THROUGH DECEMBER 31, 2012

	Preferred Stock				Common				Paid-In			Sub			Retained			Stockholders'
	Shares		Par Value		Shares		Par Value		Capital			Rec'b			(Deficit)			(Deficit)

Balance September 30, 2010			$	-		3,149,000	$	3,149	$	56,101		$	(5,500	)	$	(39,212	)	$	9,038

Shareholder contribution										15,000									15,000
Subscription receivable payment													5,500						11,000
Net loss for period				-												(51,287	)		(51,287	)

Balance September 30, 2011			$	-		3,149,000	$	3,149	$	71,101		$	-		$	(90,499	)	$	(16,249	)

Stock issued for services						255,520		256		12,520									12,776
Sale of stock, net of offering costs						50,000		50		21,950									22,000
Fair value of warrant issued with debt										(24,941	)								(24,941	)
Reclassification of derivative liability to stockholders' equity										24,186									24,186
Net loss for period																(83,991	)		(83,991	)

Balance September 30, 2012			$	-		3,454,520	$	3,455	$	104,816		$	-		$	(174,490	)	$	(66,219	)

Net loss for period																(64,869	)		(64,869	)

Balance December 31, 2012		-	$	-		3,454,520	$	3,455	$	104,816		$	-		$	(239,359	)	$	(131,088	)

See accompanying condensed notes to interim financial statements.

F-3

ONTARGET360 GROUP, INC

CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED

DECEMBER 31, 2012 AND 2011

	Threes Months Ended December 31, 2012			Threes Months Ended December 31, 2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(64,869	)	$	(12,113	)
Adjustments to reconcile net loss to cash used in operating activities:
Stock based compensation		-			12,776

Change in operating assets and liabilities:
Accounts receivable		3,500			(4,400	)
Accrued interest		2,764			-
Accounts payable and accrued expenses		(15,365	)		(16,203	)
Net cash used in operating activities		(73,970	)		(19,940	)

CASH FLOW FROM FINANCING ACTIVITIES:
Loan from shareholder		80,000			6,000
Net cash provided by financing activities		80,000			6,000

NET INCREASE (DECREASE) IN CASH		6,030			(13,940	)

CASH AND CASH EQUIVALENTS at beginning of period		3,023			14,622
CASH AND CASH EQUIVALENTS at end of period	$	9,053		$	682

Supplemental disclosure of cash flow information
Cash paid for:
Interest	$	-		$	-
Income Taxes	$	-		$	-

See accompanying condensed notes to interim financial statements.

F-4

ONTARGET360 GROUP, INC

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

Note 1. The Company History and Nature of Business

Ontarget360 Group Inc (the “Company”), formed on December 4, 2009, is an Internet marketing agency that provides people, processes and tools to help clients improve the results generated by their marketing efforts The services include both internet market optimization and website implementation services, including website design and technology support including point of purchase capabilities and driving website traffic.

The financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. Since inception, the Company has incurred net losses of $239,359 and has a working capital deficiency of $131,088 at December 31, 2012. Our ability to continue as a going concern is dependent upon achieving sales growth, reduction of operation expenses and ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable operations. Since its inception, the Company has been funded primarily by its majority shareholder. It is the intention of that shareholder to continue to fund the Company on an as needed basis.

We need to either borrow funds from our officers or raise additional capital through equity or debt financings. We expect our current shareholders will be willing and able to provide such additional capital. However, we cannot be certain that such capital (from our officers or third parties) will be available to us or whether such capital will available on terms that are acceptable to us. Any such financing likely would be dilutive to existing stockholders and could result in significant financial operating covenants that would negatively impact our business. If we are unable to raise sufficient additional capital on acceptable terms, we will have insufficient funds to operate our business or pursue our planned growth.

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These statements should be read in conjunction with the financial statements and notes thereto included in the Company’s latest audited financial statements. The audited financial statements for the year ended September 30, 2012 are included in the Company’s Annual Report on Form 10-K, filed with the SEC on January 10, 2013.

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The financial statements of the Company have been prepared using accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results could differ from those estimates.

Accounts Receivable

The Company’s accounts receivable are derived from direct customers. Collateral is not required for accounts receivable. The Company maintains an allowance for potential credit losses as considered necessary. At December 31, 2012, the allowance for potential credit losses was $0. The Company performs ongoing reviews of all customers that have breached their payment terms or for whom information has become available indicating a risk of non-recoverability. Payment terms are immediately upon receipt of invoice. The Company records an allowance for bad debts for specific customers identified as well as an allowance based on its historical collection experience. The Company’s evaluation of the allowance for potential credit losses requires the use of estimates and the actual results may differ from these estimates.

F-5

Revenue Recognition

The Company derives its revenue from the sale of marketing consulting services through both recurring subscription based arrangements and custom consulting projects. The Company utilizes written contracts as the means to establish the terms and condition services are sold to customers. Where applicable, the Company will also look to include performance-based compensation upside in its agreements whereby the Company will share in customer’s incremental increases in revenue (“Revenue Sharing Arrangements”). As of December 31, 2012, the Company has not established any Revenue Sharing Arrangements.

Marketing consulting service revenues

Because the Company provides its applications as services, it follows the provisions of Securities and Exchange Commission Staff Accounting Bulletin (“SAB”) No. 104 Revenue Recognition The Company recognizes revenue when all of the following conditions are met:

●	there is persuasive evidence of an arrangement;

●	the service has been provided to the customer;

●	the collection of the fees is reasonably assured; and

●	the amount of fees to be paid by the customer is fixed or determinable.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash, accounts receivable, accounts payable and accrued expenses and income tax payable approximate their fair values due to the short-term maturities of these financial instruments.

Earnings per share

Earnings per share, in accordance with the provisions of ASC 260-10, Earnings Per Share, is computed by dividing net income by the weighted average number of common stock shares outstanding during the period. Potentially dilutive securities at December 31, 2012 consist of 82,500 common stock purchase warrants.

Recent Accounting Requirements

Management does not believe that any recently issued, but not currently effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Note 3. Promissory Notes

On December 30, 2011, the Company entered into a promissory note agreement with a shareholder in the amount of $6,000. On January 9, 2012 and February 8, 2012 the Company entered into promissory note agreements with the same shareholder in the amounts of $3,000 and $7,500, respectively (all collectively, the “Notes”).

F-6

On May 18, 2012, the Company entered into a promissory note agreement with a shareholder in the amount of $10,000.

On July 21, 2012, the Company entered into a promissory note agreement with a shareholder in the amount of $7,500.

On September 6, 2012, the Company entered into a promissory note agreement with a shareholder in the amount of $7,500.

On October 2, 2012, the Company entered into a promissory note agreement with a shareholder in the amount of $25,000.

On October 4, 2012, the Company entered into a promissory note agreement with a shareholder in the amount of $10,000.

On November 7, 2012, the Company entered into a promissory note agreement with a shareholder in the amount of $10,000.

On November 21, 2012, the Company entered into a promissory note agreement with a shareholder in the amount of $5,000.

On December 6, 2012, the Company entered into a promissory note agreement with a shareholder in the amount of $30,000.

The Notes have a 12% interest rate and, unless paid off by the Company in advance, mature one year from issuance (“Maturity”). Interest is payable six months from issuance date and then at Maturity. The Notes have no prepayment penalty. For the three months ended December 31, 2012, the Company recorded $2,754 in interest expense. On January 5, 2013, the note holder waived the events of default until the sooner of a change in control of the company or September 29, 2013.

Note 4. Stockholders’ Equity

Common Stock

The Company is authorized to issue up to 10,000,000 shares of common stock and 5,000,000 shares of preferred stock both with par value of $0.001. The Company had 3,454,520 shares of common stock issued and outstanding as of December 31, 2012 and September 30, 2012

Note 5. Commitments and Contingencies

Through a perpetual licensing agreement with FN Implementation and Financing Partners, Inc (“FNIFP”) (the “Licensing Agreement”) dated as of December 31, 2009, the Company was granted full access and use to the proprietary reporting methodology to AccountMETRICing Architecture™(“AAI”). AAI is a reporting system that is built on the specific needs of clients to understand and manage key performance indicators related to their business. Under the Licensing Agreement the Company will payout a 5% royalty on all clients that specifically utilize the reporting methodology along with the other services provided by the Company. No royalty fees have been earned from inception through December 31, 2012.

Other than the royalties to be paid under the perpetual licensing arrangement the Company has no leases or other written contractual agreements.

Note 6. Related Party Transaction and Arrangements

FN Implementation & Financing Partners, Inc. (“FNIFP”)

Pursuant to a consulting agreement (the “Consulting Agreement”) dated December 15, 2009, the Company entered into an arrangement with FNIFP to provide certain general accounting, finance, legal and client advisory and delivery assistance. The amounts of payment vary according to services provided. For the three months ended December 31, 2012 and 2011 the Company recorded $0 and $14,000, respectively for these various services. At December 31, 2012 the Company did not owe any money to FNIFP for these services. For the three months ended December 31, 2012 and 2011 $0 and $6,000 of FNIFP’s fees has been allocated to cost of revenue and $0 and $8,000 has been allocated to General and administrative expenses, respectively

We have also entered into our Perpetual Licensing Agreement with FNIFP. As of December 31, 2012 no royalties under the licensing agreement have been paid.

Cobble Hill Interactive LLC (“CHI”)

Pursuant to a consulting agreement (the “Consulting Agreement”) dated January 1, 2012, the Company entered into an arrangement with CHI to provide certain client services and contractor management. CHI is an entity owned by the Company’s Chief Executive and Financial Officer. For the three months ended December 31, 2012 and 2011 the Company recorded $3,000 and $0, respectively for these various services. For the three months ended December 31, 2012 and 2011, $3,000 and $0 have been allocated to general and administrative expenses, respectively. At December 31, 2012 the Company did not owe any money to CHI for these services.

Note 7. Subsequent Events

None.

F-7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING STATEMENTS

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

1.		our future operating results;
2.		our business prospects;
3.		any contractual arrangements and relationships with third parties;
4.		the dependence of our future success on the general economy;
5.		any possible financings; and
6.		the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of filing of this Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.

General and Trends in the Industry

It's easy to see why business owners & stakeholders love the web. Yesterday's brick & mortar storefronts, with their high costs, are replaced today with just-in-time inventory & a target market anywhere UPS ships. Reaching a mass market, once needing a Fortune 500 ad budget, is now accessible on a performance basis replacing the wasted ad dollar with a more effective one. But more than just putting downward pressure on costs, and expanding reach to customers is the simple fact that the web is where the customer shops & buys… and buy they do, to the tune of 1/2 a trillion dollars annually. Business owners chasing this revenue quickly realize there are people & tools out there to help… a lot of them, and new capabilities coming to the market every day. These service providers lick their chops thinking of all the businesses out there spending billions of dollars annually on advertising, and even billions more supporting those ad buys.

In a 2012 Borrell Associate Report it is estimated that Small Businesses will spend $390 billion on interactive marketing services and supporting technology in 2012. On top of that, according to a 2012 Forrester research report, $35 billion was spent on interactive marketing advertising. That amount is forecast to grow to over $76 billion by 2016 - a 17% compounded annual growth rate. The US census bureau estimates that there are 30 million small and mid-size enterprises (“SMBs”) in the United States, and that market is forecasted to grow by 6 million new SMB’s annually.

Our focus is on the SMB market that need to generate more revenue and for whom the Internet sales channel has been underutilized to date. The key to success online is more than just figuring out what online tactics to engage in & which tools to use, it's also what order to engage each effort, and who can be a trusted advisor in executing a digital marketing plan that drives results. What a business owner needs is symphony conductor, capable of being evaluated on the sum of the parts, not the individual pieces. A truly trusted advisor puts their money where their mouth is, and works with clients within their defined marketing budget, getting paid for driving growth, not simply spending marketing dollars. This is a new breed of digital marketing agency, and the model for our services.

Through our proprietary, vendor and technology agnostic decision support system we deliver a unified interactive marketing solution. We refer to the comprehensive approach as the Ontarget360 Implementation+ Program (the “Program”). The Program offers businesses a single point of entry to an array of effective, affordable online services that will help drive their business. The breadth and flexibility of our offering should allow us to address the interactive marketing needs of a wide variety of customers. Our longer-term objective is to become an application service provider, or ASP, therefore we plan to offer our customers an all-inclusive offering on an affordable subscription basis with simple and predictable pricing levels.

Results of Operations

Summary of Key Results

For the unaudited three months ending December 31, 2012 and 2011

Revenues and Cost of Revenues

Total revenue for the three months ended December 31, 2012 and 2011, was $20,500 and $12,150, respectively, representing an increase of $8,350 or 68.7%.

Cost of revenues for the three months ended December 31, 2012 and 2011, was $16,829 and $6,000, respectively, representing an increase of $10,829 or 180.5%. The increase was primarily due to additional independent contractor work on engagements and increases in revenue. Gross profit as a percentage of total revenue for the three months ended December 31, 2012 and 2011, was 17.9%, and 50.6%, respectively, representing and decrease of 73.6%. The decrease was primarily due to additional contract labor costs in delivering client services.

Operating Expenses

Total operating expenses for the three months ended December 30, 2012 and 2011, were $65,709 and $18,263 respectively, representing an increase of $47,446 or 259.8%. The increase was primarily due to increased professional fees.

Liquidity and Capital Resources

At December 31, 2012, we had cash of $9,053 and a working capital deficit of $131,088. Since inception, we have raised $108,271 in equity capital and $121,500 in debt.

We had a total stockholders’ deficit of $131,088 and an accumulated deficit of $239,359 as of December 31, 2012.

We had $73,970 in net cash used in operating activities for the three months ended December 31, 2012, which included $64,869 in net loss. Cash flows used in operating activities included changes in operating assets and liabilities totaling $9,101.

We had $80,000 of net cash provided by financing activities for the three months ended, which was a loan from a shareholder.

As of December 31, 2012, we did not have any fixed operating expenses. However, over the next twelve months we expect to hire employees both to deliver our services as well as perform other administrative and operating activities. Should our revenues not increase as expected and if our costs and expenses prove to be greater than we currently anticipate, or should we change our current business plan in a manner that will increase or accelerate our anticipated costs and expenses, the depletion of our working capital would be accelerated. In the event that our revenues from operations are insufficient to meet our working capital needs, we would need to either borrow funds from our officers or raise additional capital through equity or debt financings. We expect our current officers will be willing and able to provide such additional capital. However, we cannot be certain that such capital (from our officers or third parties) will be available to us or whether such capital will be available on terms that are acceptable to us. Any such financing likely would be dilutive to existing stockholders and could result in significant financial and operating covenants that would negatively impact our business. If we are unable to raise sufficient additional capital on acceptable terms, we will have insufficient funds to operate our business or pursue our planned growth.

Consistent with Section 144 of the Delaware General Corporation Law, it is our current policy that all transactions between us and our officers, directors and their affiliates will be entered into only if such transactions are approved by a majority of the disinterested directors, are approved by vote of the stockholders, or are fair to us as a corporation as of the time it is authorized, approved or ratified by the board. We will conduct an appropriate review of all related party transactions on an ongoing basis.

With respect to shares issued for services, our board of directors determines the value of the services provided and authorizes the issuance of shares based upon the fair market value of our shares.

Off-Balance Sheet Arrangements

We had no outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Critical Accounting Policies

Our discussion and analysis of the financial condition and results of operations are based upon the Company’s financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we use in applying the critical accounting policies. Certain of these critical accounting policies affect working capital account balances, including the policies for revenue recognition, allowance for doubtful accounts, inventory reserves and income taxes. These policies require that we make estimates in the preparation of our financial statements as of a given date.

Within the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

Revenue Recognition

Marketing consulting service revenues

Because the Company provides its applications as services, it follows the provisions of Securities and Exchange Commission Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition The Company recognizes revenue when all of the following conditions are met:

	●	there is persuasive evidence of an arrangement;
	●	the service has been provided to the customer;
	●	the collection of the fees is reasonably assured; and
	●	the amount of fees to be paid by the customer is fixed or determinable.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K

ITEM 4. CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company.

(a) Evaluation of Disclosure Controls and Procedures

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are not effective to ensure that information required to be disclosed by us in report that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SECs”) rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in the Company’s Internal Controls Over Financial Reporting

Other than described above, there have been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 5. OTHER

None

PART II- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any legal proceedings. Management is not aware of any legal proceedings proposed to be initiated against us. However, from time to time, we may become subject to claims and litigation generally associated with any business venture operating in the ordinary course.

ITEM 1A. RISK FACTORS

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K

ITEM 3. RECENT SALE OF UNREGISTERED SECURITIES

None.

ITEM 2. EXHIBITS

Exhibit Number		Description

31.1*		Rule 13a-14(a) Certification of the Chief Executive and Financial Officer

32.1*		Section 1350 Certification of Chief Executive and Financial Officer

_________

* Filed along with this document

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.

	ONTARGET 360 GROUP INC

Dated: January __, 2013	By:	/s/ Howard Kaplan
		Howard Kaplan
		Chief Executive Officer, Chief Accounting Officer & Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

Signature	Title	Date

/s/ Howard Kaplan
Howard Kaplan	Chief Executive Officer, Chief Accounting Officer & Chairman	January __, 2013

American Housing REIT Inc. - FORM 10-Q - February 8, 2013

Attached files

American Housing REIT Inc. Reports