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EX-31.1 - CERTIFICATION - Ovation Research Inc.ovation_ex311.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 FEBRUARY 28, 2014
 
Commission file number 333-189762
 
OVATION RESEARCH, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
(State or other jurisdiction of incorporation or organization)
 
15 Miller Street, Suite 2, Birobidjan, Russia, 679016
 (Address of principal executive offices, including zip code.)

(347)674-5560
(Telephone number, including area code)
 
Check whether the issuer (1) filed all reports required to be filed by Section 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 last 90 days. YES x   NO o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x   NO o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o Accelerated filer o
       
Non-accelerated filer o Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o   NO x
 
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 5,000,000 shares as of March 10, 2014.
 


 
 
 
 
ITEM 1. FINANCIAL STATEMENTS
 
Ovation Research, Inc.
(A Development Stage Company)
Balance Sheets

   
February 28
   
May 31
 
   
2014
   
2013
 
   
(Unaudited)
   
(Audited)
 
ASSETS
Current Assets
           
Cash and Cash Equivalents
  $ 10,883     $ 4,056  
TOTAL CURRENT ASSETS
  $ 10,883     $ 4,056  
                 
Fixed Assets                
Furniture and Equipment   $ 2,950     $ -  
Warehouse   $ 23,600     $ -  
TOTAL FIXED ASSETS   $ 26,550     $ -  
                 
TOTAL ASSETS   $ 37,433     $ 4,056  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current Liabilities                
Accounts Payable   $ 10,000       -  
Shareholder Loan   $ 1,407     $ 100  
TOAL CURRENT LIABILITIES   $ 11,407     $ 100  
                 
Stockholders' Equity                
Common stock, $0.001 par value, Authorized:                
Common stock: authorized 75,000,000; $0.001 par value;                
5,000,000 shares issued and outstanding at February 28, 2014   $ 5,000     $ 4,000  
Additional Paid In Capital   $ 39,000       -  
(Deficit) accumulated during the development stage   $ (17,974 )   $ (44 )
TOTAL STOCKHOLDERS' EQUITY   $ 26,026     $ 3,956  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 37,433     $ 4,056  
 
The accompanying notes are an integral part of these financial statements
 
 
2

 
 
Ovation Research, Inc.
(A Development Stage Company)
Statements of Operations

   
Three Months Ended
   
Nine Months Ended
   
From Inception (December 28, 2012) to
 
   
February 28,
2014
   
February 28,
2014
   
February 28,
2014
 
REVENUES
                 
Sales
  $ -     $ 51,025     $ 51,025  
Total Income
  $ -     $ 51,025     $ 51,025  
                         
Cost of Goods Sold
                       
Merchandise
  $  -     $  37,590     $  37,590  
Total Cost of Goods Sold
  $ -     $ 37,590     $ 37,590  
                         
Gross Profit
  $ -     $ 13,435     $ 13,435  
                         
General and Administration Expenses
                       
Professional Fees
  $  15,896     $  24,670     $  24,670  
Office Supplies
  $ (13 )   $ (1 )   $ (1 )
Licenses & Fees
  $ 139     $ 514     $ 514  
Telephone
  $ -     $ 20     $ 20  
Rent
  $ -     $ 579     $ 579  
Automobile Expense
  $ -     $ 4,500     $ 4,500  
Charitable Contributions
  $ 1,000     $ 1,000     $ 1,000  
Bank Charges
  $ 20     $ 83     $ 127  
Total Expenses
  $ 17,042     $ 31,366     $ 31,409  
                         
Net loss for the period
  $ (17,042 )   $ (17,931 )   $ (17,974 )
                         
Net loss per share:
                       
Basic and diluted
  $ (0.0034 )   $ (0.0036 )   $ (0.0036 )
                         
Weighted average number of Common shares outstanding:
                       
Basic and diluted
    5,000,000       5,000,000       5,000,000  

The accompanying notes are an integral part of these financial statements
 
 
3

 
 
OVATION RESEARCH INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

     Nine Months Ended
February 28, 2014
    From inception
(December 28, 2012) to
February 28, 2014
 
             
Operating activities:
           
Net loss
           
Adjustment to reconcile net loss to net cash provided by operations:
  $ (17,931 )   $ (17,974 )
Increase (decrease) in Accounts Payable
  $ 10,000     $ 10,000  
Net cash provided by operating activities
  $ (7,931   $ (7,974
                 
Financing activities:
               
Proceeds from issuance of common stock
  $ 1,000     $ 5,000  
Proceeds from Additional Paid In Capital
  $ 39,000     $ 39,000  
Proceeds from Shareholder Loan
  $ 1,307     $ 1,407  
Net cash provided by financing activities
  $ 41,307     $ 45,407  
                 
Investing activities:                
Furniture and Equipment
  $ (2,950   $ (2,950
Warehouse
  $ (23,600   $ (23,600 )
Net cash provided by investing activities
  $ (26,550   $ (26,550
                 
Net increase in cash
  $ 6,826     $ 10,883  
                 
Cash, beginning of period
  $ 4,057     $ -  
Cash, end of period
  $ 10,883     $ 10,883  
 
The accompanying notes are an integral part of these financial statements
 
 
4

 

OVATION RESEARCH INC.
(A DEVELOPMENT STAGE COMPANY) STATEMENTS OF
CHANGES IN SHAREHOLDERS' EQUITY
From Inception December 28, 2012 to February 28, 2014
 
    Common Stock                 Total  
   
Number of
Shares
   
Par
Value
   
Additional
Paid in Capital
   
Accumulated
Deficit
   
Shareholders'
Equity
 
                               
Balance, December 28, 2012 (Inception)   $ -     $ -     $ -     $ -     $ -  
                                         
Common Shares issued:                                        
May 24, 2013     4,000,000     $ 4,000.00     $ -       -     $ 4,000.00  
                                         
Net Income                      $ -     $ -     $ -     $ (44.00 )   $ (44.00 )
Balance, May 31, 2013     4,000,000     $ 4,000.00     $ -     $ (44.00 )   $ 3,956.00  
                                         
Common Shares issued:                                        
January 28, 2014     399,630     $ 399.63     $ 15,585.37       -     $ 15,985.00  
February 7, 2014     600,370     $ 600.37     $ 23,414.63       -     $ 24,015.00  
                                         
Net Income       -     $ -     $ -     $ (17,930.76 )   $ (17,930.76 )  
Balance, February 28, 2014  
    5,000,000     $ 5,000.00     $ 39,000.00     $ (17,974.76 )   $ 26,025.24  
 
The accompanying notes are an integral part of these financial statements
 
 
5

 

OVATION RESEARCH, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2014
 
Note 1: Organization and Basis of Presentation
 
Ovation Research, Inc. (the “Company”) is a for profit corporation established under the corporation laws in the State of Nevada, United States of America on December 28, 2012.
 
The Company is in the development phase and intends to distribute Stainless Steel Cookware produced in China. As such, the Company is subject to all risks inherent to the establishment of a start-up business enterprise.
 
The Financial Statements and related disclosures as of February 28, 2014 are reviewed pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The February 28, 2014, Balance Sheet data was derived from reviewed financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S.”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the period. These financial statements should be read in conjunction with the financial statements included in our Quarterly Report for the quarter ended February 28, 2014. Unless the context otherwise requires, all references to “Ovation Research,” “we,” “us,” “our” or the “company” are to Ovation Research, Inc. and any subsidiaries.

Note 2: Summary of Significant Accounting Policies

The financial statements of the Company are presented on the accrual basis. The significant accounting policies followed are described below to enhance the usefulness of the financial statements to the reader.
 
The preparation of financial statements is in conformity with accounting principles generally accepted in the United States of America. This requires management to make estimates and assumptions that affect the reported amounts and disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates.
 
Cash and Cash Equivalents
 
Cash and cash equivalents are comprised of highly liquid investments with original maturity dates of less than three months that are not reported as investments.
 
Management believes it is not exposed to any significant credit risk on cash and cash equivalents.
 
Fair Value of Financial Instruments
 
Effective July 1, 2009, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements (ASC 820). ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
 
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair market hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels based on the reliability of the inputs to determine the fair value:
 
 
6

 

Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities;
 
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
 
Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions.
 
The Company’s financial instruments consist of cash, accounts payable and notes payable. The carrying amount of cash and accounts payable approximates fair value because of the short-term nature of these items. The fair value of the Company’s note payable approximates book value as of February 28, 2014.

We measure property, plant and equipment, at fair value on a nonrecurring basis.
 
Property, Improvements, and Depreciation
 
Property and equipment are stated at cost or estimated historical cost through appraisal. Betterments, renewals, and extraordinary repairs over $500 that extend the life of the assets are capitalized; other repairs and maintenance are expensed.

The cost and accumulated depreciation applicable to assets retired are removed from the accounts, and the gain or loss on disposition is recognized as other income or expense. Depreciation and amortization is computed on the straight line method over the applicable estimated depreciable life as follows:
 
Depreciable Asset Class      Depreciable Life
Furniture and Fixtures      7-Years
Commercial Real Estate     39-Years
 
Revenue Recognition

Products

Revenue is recognized upon shipment, FOB dock.
 
Note 3: Recent Accounting Pronouncements

In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, (“ASU 2011-11”). ASU 2011-11 requires an entity to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Retrospective disclosure is required for all comparative periods presented. The adoption of ASU 2011-11 did not have a material impact on the Company’s financial statements. In October 2012, the FASB issued ASU No. 2012-04, Technical Corrections and Improvements, (“ASU2012-04”). This update includes source literature amendments, guidance clarification, reference corrections and relocated guidance affecting a variety of topics in the Codification. The update also includes conforming amendments to the Codification to reflect ASC 820’s fair value measurement and disclosure requirements. The amendments in this update that will not have transition guidance are effective upon issuance. The amendments in this update that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 did not have a material impact on the Company’s financial statements.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities (“ASU 2013-01”). This update clarifies that ordinary trade receivables and receivables are not in the scope of ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). Specifically, ASU 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The Company is required to apply the amendments in ASU 2013-01 beginning January 1, 2013. The adoption of ASU 2013-01 by the Company did not have a material impact on the consolidated financial statements.
 
 
7

 

In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update, or ASU, 2013-02, Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update requires companies to provide information regarding the amounts reclassified out of accumulated other comprehensive income by component. In addition, companies are required to present, either on the face of the statement where net income is presented or in the accompanying notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. ASU 2013-02 is effective for annual reporting periods beginning on or after December 15, 2012, and interim periods within those annual periods. ASU 2013-02 was adopted January 1, 2013 and did not have a significant impact on our financial statements.
 
Note 4: Concentrations

Initial sales are concentrated with multiple distributors.

Sales are made without collateral and the credit-related losses are insignificant or non-existent. Accordingly, there is no provision made to include an allowance for doubtful accounts.
 
Note 5: Legal Matters
 
The Company has no known legal issues pending.
 
Note 6: Debt
 
As of February 28, 2014, $1,407 is owed to Valeria Bulkina, CEO, from funds loaned by her to the Company. The loan is non-interest bearing with no specific repayment terms.
 
Note 7: Capital Stock
 
On December 28, 2012 the Company authorized 75,000,000 shares of commons stock with a par value of $0.001 per share.
 
On May 24, 2013 the Company issued 4,000,000 shares of common stock for a purchase price of $0.001 per share to its sole director. The Company received aggregate gross proceeds of $4,000.00.
 
On January 28, 2014 the Company issued 399,630 shares of common stock for a purchase price of $0.001 per share to its sole director. The Company received aggregate gross proceeds of $399.63.
 
On February 7, 2014 the Company issued 600,370 shares of common stock for a purchase price of $0.001 per share to its sole director. The Company received aggregate gross proceeds of $600.37.
 
As of February 28, 2014 there were no outstanding stock options or warrants.
 
 
8

 
 
Note 8: Income Taxes
 
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
 
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
 
Note 9: Related Party Transactions
 
The Company neither owns nor leases any real or personal property. The director of the Company provides office space and services free of charge. The Company's sole officer and director is involved in other business activities and may in the future, become involved in other business opportunities as they become available.
 
The Company has a related party transaction involving its sole shareholder. The nature and details of the transaction are described in Note 5.
 
Note 10: Subsequent Events
 
The Company has evaluated events subsequent through the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the financial statements.
 
Note 11: Going Concern
 
The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.
 
For the six month period ended February 28, 2014, the Company had an accumulated deficit of $17,974.00 The Company’s ability to continue as a going concern is dependent upon the Company’s ability to generate sufficient revenues to operate profitably or raise additional capital through debt financing and/or through sales of common stock.
 
The failure to achieve the necessary levels of profitability or obtain the additional funding would be detrimental to the Company.
 
 
9

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

Forward Looking Statements

This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.

Results of Operations

We are still in our development stage and have generated $51,025 in revenues to date.

We generated no revenue for the three month period ended February 28, 2014. We incurred $17,042 in general and administrative expenses for the same three month period. We generated a net loss of $17,042 for the three month period ended February 28, 2014.

We generated revenues of $51,025 for the nine month period ended February 28, 2014. The cost of sales for the same period was $37,590. We incurred $31,366 in general and administrative expenses for the same nine month period. We generated a net loss of $17,931 for the nine month period ended February 28, 2014.

We generated revenues of $51,025 with $37,590 in cost of sales resulting in a gross profit of $13,435 for the period from inception (December 28. 2012) through February 28, 2014. Our general and administrative expenses for the same period were $31,409 resulting in a net loss of $17,974.

We received our initial funding of $4,000 through the sale of common stock to Valeria Bulkina who purchased 4,000,000 shares of our common stock at $0.001 per share in May, 2013.

During the months of January and February 2014 the Company issued a total of 1,000,000 shares of common stock, pursuant to the Company’s Registration Statement on Form S-1, for cash in the amount of $0.04 per share for a total of $40,000.

On January 31, 2014 we purchased a warehouse in Russia for $23,600. The warehouse consists of 3,000 sq. ft., a small front desk area and one restroom. We plan to utilize the warehouse in the near future for an independent sales force who will be marketing out cookware products in European countries this year.

 
10

 
 
Liquidity and Capital Resources

We had $10,883 in cash at February 28, 2014, and there were outstanding liabilities of $11,407. Total assets were $37,433. Ms. Bulkina has verbally agreed to continue to loan the company funds for operating expenses in a limited scenario until we generate adequate revenue, but she has no legal obligation to do so.

Plan of Operation

We believe our cash balance of $10,883, along with anticipated revenue from sales, will be sufficient to cover the expenses we will incur during the next twelve months. 

We are a development stage company and had generated $51,025 in revenue through February 28, 2014. From December 28, 2012 (inception) to February 28, 2014, we have incurred accumulated net losses of $17,974. As of February 28, 2014, we had total assets of $37,433, and total liabilities of $11,407. Based on our financial history since inception, our independent auditor has expressed substantial doubt as to our ability to continue as a going concern.

Our business is the distribution if Stainless Steel Cookware sets produced in China to North America. We have generated revenues from a limited sale of our products and our principal business activities to date consist of creating a business plan and entering into two Supply Agreements, one dated January 22, 2013, with Longfei, which is an established distributor of Stainless Steel Cookware products and one dated August 23, 2013 with Winco. The terms and conditions of the Supply Agreement with Longfei provide that we have the right to purchase Stainless Steel Cookware sets products Soup pots, Milk pots, Fry pans, etc. at item`s market prices as identified in the Supply Agreement up to an aggregate of $250,000. We have the right to package, market and resell the items under our own brand. The Supply Agreement is in effect until December 31, 2014.

The terms and conditions of the Supply Agreement with Winco provide that we have the right to purchase Stainless Steel Cookware sets produced by Winco at item`s market prices as identified by the supplier. We have the right to package, market and resell the items under our own brand. The Supply Agreement is in effect until December 31, 2015.
 
Our customers are asked to 100% prepay for the products. Customers have three options to pay for our products: by credit card, by wire transfer or by sending a check/money order. If a customer decides to pay by check/money order, then we will apply a certain amount of days before shipping to have the check/money order cleared. Customers are responsible to cover the shipping costs. Shipping costs are added automatically to a customer’s final bill. As soon as we receive prepayment for the products from our customers we purchase these products from our supplier by wire transfer or credit card payment including shipping costs. The purchased products are shipped directly to the customers.

 
11

 
 
Expand our Office.
Time Frame: 1st- 3rd months.

Now that our offering is complete we plan to expand our office in the US and acquire more equipment and space to further expand our operations. We plan to spend $3,000 to expand our U.S. office operations. Valeria Bulkina, our sole officer and director will handle our administrative duties.

Expand Our Website.
Time Frame: 3rd-5th months.
 
We will continue the development of our website. We registered web domain www.ovationresearchinc.com. We are currently using an independent web design company to help us design and develop our website. We plan to spend $3,500 to develop the website. There will be information about us, the variety of Stainless Steel Cookware sets we will offer, information on how to order our product and other information. Updating and improving our website, www.ovationresearchinc.com, will continue throughout the lifetime of our operations.
 
Commence Advertising/ Marketing Campaign.
Time Frame: 6th-12th months.

We intend to use marketing strategies, such as web advertisements, direct mailing, and phone calls to acquire potential customers. We also expect to get new clients from “word of mouth” advertising where our new clients will refer their friend and colleagues to us. We plan to attend trade shows in our industry to showcase our product with a view to find new customers. We also will use internet promotion tools on Facebook and Twitter to advertise our products and company. We plan to spend $15,000 on marketing efforts during 2014. Marketing is an ongoing matter that will continue during the life of our operations.

Negotiate service agreements with potential wholesale customers.
Time Frame: 6th-12th months.

In the same time we start our marketing campaign, we plan to contact and start negotiation with potential wholesale customers. Initially, our sole officer and director, Mrs. Bulkina, will look for potential wholesale customers. We will negotiate terms and conditions of collaboration. Even though the negotiation with potential wholesale customers will be ongoing during the life of our operations, we cannot guarantee that we will be able to find successful agreements, in which case our business may fail and we will have to cease our operations.

Even if we are able to obtain sufficient number of service agreements at the end of the twelve month period, there is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.

 
12

 

Independent Sales Force
Time Frame: 8th-12th months.

We are currently using independent salespeople to market our products. The independent salespeople are paid 10% of the sales they generate. They will continue to find new potential purchasers, and to set up agreements with wholesale customers to buy our Stainless Steel Cookware products.

Based on our current operating plan, we believe that we will start to generate enough revenue from selling our Stainless Steel Cookware products to sustain our business operations by the end of 2014. As we were only able to complete 50% of our offering we may also need to obtain additional financing to operate our business during the next twelve months. Additional financing, whether through public or private equity or debt financing, arrangements with the security holder or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us.

General administrative costs
 
We plan to spend $4,590 on general administrative costs during the first year. Valeria Bulkina, our president, will be devoting at least 20 hours per week to our operations.

Until we can fully implement our business plan, we do not believe that our operations will be profitable. If we are unable to continue to attract customers we may have to suspend or cease operations. If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations we likely will dissolve and file for bankruptcy and shareholders would lose their entire investment in our company.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have only begun to generate revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in products.

To become profitable and competitive, we will need to realize continued revenue from our product sales. If we do not realize revenues we believe that our current cash balance will allow us to operate for approximately one month.

Off-Balance Sheet Arrangements

We do not have any 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 is material to investors.
 
 
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ITEM 4. CONTROLS AND PROCEDURES.
 
Evaluation of Disclosure Controls and Procedures

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of February 28, 2014.

Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.
 
Changes in Internal Controls over Financial Reporting

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended February 28, 2014, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

 
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PART II. OTHER INFORMATION
 
ITEM 6. EXHIBITS.
 
The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 333-189762, at the SEC website at www.sec.gov:
 
Exhibit No.   Description
3.1   Articles of Incorporation*
3.2   Bylaws*
31.1   Sec. 302 Certification of Principal Executive Officer & Chief Financial Officer
32.1   Sec. 906 Certification of Principal Executive Officer & Chief Financial Officer
101   Interactive data files pursuant to Rule 405 of Regulation S-T
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  Ovation Research, Inc.  
  Registrant  
       
Date: March 10, 2014
By:
/s/ Valeria Bulkina  
    Valeria Bulkina  
    Chief Executive Officer,  
    Chief Financial and Accounting Officer and Sole Director  

 
 
 
 
 
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