UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

TABLE OF CONTENTS

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PART I – FINANCIAL INFORMATION

Item 1.           Financial Statements

The unaudited interim financial statements of Media Analytics Corporation follow. All currency references in this report are to U.S. dollars unless otherwise indicated.

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MEDIA ANALYTICS CORPORATION

(Formerly FanSport, Inc.)

(A Development Stage Company)

FINANCIAL STATEMENTS

December 31, 2013

 (Unaudited) 

Balance Sheets ........................................................................................................................................................................... F–1

Statements of Operations.......................................................................................................................................................... F–2

Statements of Cash Flows......................................................................................................................................................... F–3

Notes to Financial Statements........................................................................................................................................ F–4 – F-9

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The accompanying notes are an integral part of these unaudited financial statements.

F-1

The accompanying notes are an integral part of these unaudited financial statements.

F-2

The accompanying notes are an integral part of these unaudited financial statements.

F-3

MEDIA ANALYTICS CORPORATION

(Formerly FanSport, Inc.)

                                                                               (A Development Stage Company)                                                                              

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2013

(Unaudited) 

NOTE 1.  GENERAL ORGANIZATION AND BUSINESS

Media Analytics Corporation (formerly FanSport, Inc.) (the “Company”) is a development stage company that was incorporated on March 16, 2011, and intends to develop and provide a social gaming mobile applications for fantasy sports enthusiasts. Effective September 3, 2013, the Company changed its name from FanSport, Inc. to Media Analytics Corporation. The Company will provide this audience the ability to draft, trade, and track their sports fantasy leagues right on their phone.

The Company plans to provide a unique way to track your fantasy sports leagues via a mobile application. The Company’s products will allow the participant to load all of their leagues on their phone. This will allow them to perform their initial draft via their mobile device. The social gaming mobile applications will also allow customizable scoring systems, live scoring, flexible sort able stats and many more options so that participants can customize the league to fit their own desires. Once the league begins they will be able to track their scoring in real time and the standings will be updated real time. Finally their platform will allow the participants to make adjustments to their roster via their mobile device.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

The Company is currently a development stage enterprise reporting under the provisions of FASB ASC 915, Development Stage Entity. These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.  The Company’s fiscal year end is March 31.

Cash and Cash Equivalents

Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased.

Earnings (Loss) per Share

The Company adopted FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There were no diluted or potentially diluted shares outstanding for all periods presented.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown, and none are contemplated in the near future.

F-4

MEDIA ANALYTICS CORPORATION

(Formerly FanSport, Inc.)

                                                                               (A Development Stage Company)                                                                              

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2013

(Unaudited) 

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued 

Income Taxes

The Company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, 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 income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of December 31, 2013 or March 31, 2013, respectively.

Fair Value of Financial Investments

The fair value of cash and cash equivalents, accounts payable, accrued liabilities, and notes payable approximates the carrying amount of these financial instruments due to their short term maturity.

Advertising

The Company will expense advertising as incurred. The advertising since inception has been $0.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Revenue and Cost Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

Related Parties

Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.

F-5

MEDIA ANALYTICS CORPORATION

(Formerly FanSport, Inc.)

                                                                               (A Development Stage Company)                                                                              

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2013

(Unaudited) 

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued 

Property

The Company does not own any real estate or other property. The Company’s office is located at STE 1802, 18th Floor, Chinachem Exchange Square, 1 Hoi Wan Street, Quarry Bay, K3 00000, Hong Kong. Our contact number is 852-3100-0566.

Recent Authoritative Accounting Pronouncements

The Company has adopted all recently issued accounting pronouncements.  The adoption of the accounting pronouncements including those not yet effective is not anticipated to have a material effect on the financial position or results of operations of the company.

NOTE 3.     INCOME TAXES

The Company provides for income taxes under ASC Topic 740 which requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

ASC Topic 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Therefore, the net deferred tax asset and income tax expense have been fully offset by a valuation allowance at December 31, 2013, leaving a balance of $0.  The Company reviews tax positions taken to determine if it is more likely than not that the position would be sustained upon examination resulting in an uncertain tax position. The Company did not have any material unrecognized tax benefit at December 31, 2013. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the nine months ended December 31, 2013, the Company recognized no interest and penalties.

The Company has filed all income tax returns since inception.  All tax periods since inception remain open to examination by the taxing jurisdiction to which the Company is subject.

At December 31, 2013, the Company had net loss carry forwards of $84,439, which expire through its tax year ending 2032. Utilization of the net operating loss carryforwards may be limited in accordance with IRC Section 382 in the event of certain shifts in ownership.

NOTE 4.  NOTE PAYABLE

The Company issued notes payable on January 17, 2013 and February 6, 2013 in the amount of $2,000 each to one investor. The notes both bear interest at 5% and are payable on demand. 

F-6

MEDIA ANALYTICS CORPORATION

(Formerly FanSport, Inc.)

                                                                               (A Development Stage Company)                                                                              

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2013

(Unaudited) 

NOTE 5.  STOCKHOLDERS’ DEFICIT

Preferred Stock

There are 10,000,000 Preferred Shares at $0.0001 par value authorized with none issued and outstanding at December 31, 2013and March 31, 2013, respectively.

Common Stock

On March 16, 2011, the Company issued 180,000,000 of its $0.0001 par value common stock at $0.001 per share for $9,000 cash to the founder of the Company. The issuance of the shares was made to the former and sole officer and director of the Company and an individual who is a sophisticated and accredited investor, therefore, the issuance was exempt from registration of the Securities Act of 1933 by reason of Section 4 (2) of that Act.

On August 30, 2011, the Company issued 24,000,000 common shares at $0.0005 per share yielding net proceeds of $12,000.

On January 31, 2013, the Board of Directors of the Company approved Articles of Amendment to our Articles of Incorporation which will affect a 20 for one forward stock split of our issued and outstanding common stock. The forward stock split will be distributed to all shareholders of record on February 25, 2013. No cash will be paid or distributed as a result of the forward stock split and no fractional shares will be issued. All fractional shares, which would otherwise be required to be issued as a result of the stock split, will be rounded up to the nearest whole share. There will be no change in the par value of our common stock.

On June 28, 2013, the sole officer and director cancelled 103,100,000 common shares which were returned to treasury.

There are 500,000,000 common shares at $0.0001 par value authorized with 100,900,000 and 204,000,000 shares issued and outstanding at December 31, 2013and March 31, 2013, respectively.

NOTE 6.  RELATED PARTY TRANSACTIONS

An officer and director of the Company is involved in business activities outside of the Company and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

Amount due to related party of $22,715 at December 31, 2013, is non-interest bearing, unsecured and with no fixed terms of repayment.

NOTE 7. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period March 16, 2011 (date of inception) through December 31, 2013 the Company has had a net loss of $84,439. As of December 31, 2013, the Company has not emerged from the development stage. In view of these matters, recoverability of any asset amounts shown in the accompanying financial statements is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities from the sale of equity securities. The Company intends on financing its future development activities and its working capital needs largely from loans and the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements.

F-7

MEDIA ANALYTICS CORPORATION

(Formerly FanSport, Inc.)

                                                                               (A Development Stage Company)                                                                              

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2013

(Unaudited) 

NOTE 8. CONCENTRATIONS OF RISKS

Cash Balances

The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC). All other deposit accounts at FDIC-insured institutions were insured up to at least $250,000 per depositor until December 31, 2009. On April 1, 2010, FDIC deposit insurance for all deposit accounts, except for certain retirement accounts, returned to $250,000 per depositor. Insurance coverage for certain retirement accounts, which include all IRA deposit accounts, will remain at $250,000 per depositor. Our cash balance at December 31, 2013 was below the FDIC insurance threshold.

NOTE 9. COMMITMENT 

On September 11, 2013, the Company entered into a licensing agreement with Social Media Broadcasts (SMB) Limited wherein the Company will have the right to the sales and marketing of the Klarity Analytic Dashboard in Canada, the United States and the United Kingdom (including the Republic of Ireland) for a initial period of two years and for successive periods of one year each upon mutual agreement. Pursuant to the terms of the licensing agreement the Company shall pay to Social Media Broadcasts the following license fees:

(a)     an initial non-refundable fixed fee of US$300,000 payable in installments over 3 years;

(b)     an annual technical support fee of US$60,000; and

(c)     a 20% royalty payment on all sales of Klarity.

The Company’s social media tools and solutions will enable advertisers, publishers and agencies in the U.S. and U.K. markets to gather deep social intelligence, generate true engagement and simplify promotional management. The Company’s current offering as a result of the license agreement, Klarity, is a comprehensive and robust social analytics dashboard available. Klarity provides detailed comparative metrics from the widest range of social platforms, and provides the added uniqueness for Western marketers to gain insights into the social behavior of Asian consumers.

As of December 31, 2013, $18,411 was accrued for a portion of the annual licensing fees of $60,000. 

F-8

Item 2.           Management Discussion and Analysis of Financial Condition and Results of Operation

Forward Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's 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 these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.

Our unaudited financial statements are stated in U.S. dollars and are prepared in accordance with generally accepted accounting principles in the United States. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this current report and unless otherwise indicated, the terms “we”, “us”, “our” and “our company” mean Media Analytics Corporation, a Florida corporation, unless otherwise indicated.

Corporate Overview

We are a development stage company incorporated on March 16, 2011 and intend to develop and provide social gaming mobile applications for fantasy sports enthusiasts. We will provide this audience the ability to draft, trade, and track their sports fantasy leagues right on their phone. According to eMarketer.com, there are 62 million Internet users that will play a social game this year, which equates to 27% of the online audience. The advertising market is expected to grow over 20% annually through 2014.

On January 31, 2013, our board of directors approved a 20 for 1 forward stock split of our issued and outstanding common stock. As disclosed in the Information Statement on Schedule 14C as filed with the SEC on February 12, 2013, on February 11, 2013, our majority shareholder consented to this action. In conjunction therewith, we filed Articles of Amendment to our Articles of Incorporation with the Secretary of State of Florida, which became effective on February 27, 2013. The forward split became effective with the Over-the-Counter Bulletin Board at the opening of trading on February 25, 2013.

On June 17, 2013, our board of directors and a majority of our stockholders approved a change of name of our company from FanSport, Inc. to Media Analytics Corporation. Articles of Amendment to Articles of Incorporation were filed with the Florida Secretary of State on August 28, 2013, with an effective date of September 3, 2013.

The name change was approved by the Financial Industry Regulatory Authority (FINRA) and became effective with the Over-the-Counter Bulletin Board at the opening of trading on September 3, 2013 under the symbol “MEDA”. Our CUSIP number is 584393102.

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On June 28, 2013, Hiu Chung (Stephen) Wong, our sole director and officer, acquired a total 76,000,000 shares of our company’s common stock from Kristin Cleland, our company’s former director and officer, in a private transaction for an aggregate total cost of $300,000. In addition, as a condition of the acquisition, Ms. Cleland has cancelled 103,100,000 shares, which are to be returned to treasury. Mr. Wong’s 76,000,000 shares amount to approximately 75% of our company’s currently issued and outstanding common stock, after giving effect to the related share cancellation.

Our business and registered office is located at Suite 1802, 18^th Floor, Chinachem Exchange Square, 1 Hoi Wan Street, Quarry Bay, Hong Kong, our telephone number is 852-3100-0566.

Our Current Business

We plan to provide a unique way to track fantasy sports leagues via a mobile application. Our company’s products will allow the participant to load all of their leagues on their phone. This will allow them to perform their initial draft via their mobile device. The software will also allow customizable scoring systems, live scoring, flexible sortable stats and many more options so that participants can customize the league to fit their own desires. Once the league begins they will be able to track their scoring in real time and the standings will be updated in real time. Finally our platform will allow the participants to make adjustments to their roster via their mobile device. This growing market provides a significant opportunity for our company.

We are in the early stage of developing our business. Our company does not have any products or customers and has not generated any revenues. We must complete the business plan, develop the product and attract customers before our company can start generating revenues.

We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion and rely upon the sale of our securities to fund operations.

On September 11, 2013, our company entered into a licensing agreement with Social Media Broadcasts (SMB) Limited wherein our company will have the right to the sales and marketing of the Klarity Analytic Dashboard in Canada, the United States and the United Kingdom (including the Republic of Ireland) for a period of two years. Pursuant to the terms of the licensing agreement our company shall pay to Social Media Broadcasts the following license fees:

(a)     an initial non-refundable fixed fee of US$300,000;

(b)     an annual technical support fee of US$120,000; and

(c)     a 30% royalty payment on all sales of Klarity.

On September 17, 2013, our company and Social Media amended the terms of the licensing agreement with the following changes:

(a)     an initial non-refundable fixed fee of US$300,000, which has been negotiated to be payable in installments over a 3-year period against technical deliverables by Social Media to our company;

(b)     an annual technical support fee of US$60,000, which includes product customization, enhancements and upgrades, as well as client technical support and servicing; and

(c)     a 20% royalty payment on all sales of Klarity Analytic Dashboard.

Our company’s social media tools and solutions will enable advertisers, publishers and agencies in the United States and United Kingdom markets to gather deep social intelligence, generate true engagement and simplify promotional management. The company’s current offering as a result of the license agreement, Klarity, is a comprehensive and robust social analytics dashboard available. Klarity provides detailed comparative metrics from the widest range of social platforms, and provides the added uniqueness for Western marketers to gain insights into the social behavior of Asian consumers.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the three and nine months ended December 31, 2013 and 2012.

Expenses

Our operating results for the three and nine months ended December 31, 2013 and 2012 are summarized as follows:

Total expenses for the three months ending December 31, 2013 were $49,935 resulting in a net loss for the period of $49,935 compared to a net loss of $962 for the three months ending December 31, 2012. The increase in expenses was due to increases in filing fees, investor relations, license fees, transfer agent fees and professional fees. Total expenses for the nine months ending December 31, 2013 were $58,317 resulting in a net loss for the period of $58,317 compared to a net loss of $9,101 for the nine months ending December 31, 2012. The increase in expenses was due to increases in filing fees, investor relations, license fees, transfer agent fees and professional fees. Basic net loss per share amounted to $0.00 and $0.00, respectively, for the three and nine months ending December 31, 2013.

Liquidity and Capital Resources

Working Capital

Cash Flows

At December 31, 2013, we had a working capital deficit of $63,439 consisting of cash on hand of $2,476 and $65,915 in current liabilities as compared to a working capital deficit of $5,122 with $2,470 of cash on hand and $7,592 in current liabilities at March 31, 2013.

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Net cash used in operating activities for the nine months ended December 31, 2013 was $22,709 as compared to net cash used in operating activities of $9,101 for the nine months ended December 31, 2012. The increase of cash used in operating activities was due to increases in accounts payable and accrued expenses.

Going Concern

Our financial statements for the nine month period ended December 31, 2013 have been prepared on a going concern basis and contain an additional explanatory paragraph which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We not generated revenues, have achieved losses since our inception, and rely upon the sale of our common stock and proceeds from shareholder loans to fund our operations. If we are unable to raise equity or secure alternative financing, we may not be able to continue our operations and our business plan may fail.

If our operations and cash flow improve, management believes that we can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or an improvement in our liquidity situation. The threat of our ability to continue as a going concern will cease to exist only when our revenues have reached a level able to sustain our business operations.

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, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Accounting Basis

Our company is currently a development stage enterprise reporting under the provisions of FASB ASC 915, Development Stage Entity. These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. Our company’s fiscal year end is March 31.

Cash and Cash Equivalents

Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased.

Earnings (Loss) per Share

Our company adopted FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is calculated by dividing our company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated by dividing our company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There were no diluted or potentially diluted shares outstanding for all periods presented.

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Dividends

Our company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown, and none are contemplated in the near future.

Income Taxes

Our company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, 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 income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of December 31, 2013 or March 31, 2013, respectively.

Fair Value of Financial Investments

The fair value of cash and cash equivalents, accounts payable, accrued liabilities, and notes payable approximates the carrying amount of these financial instruments due to their short term maturity.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Related Parties

Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over our company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Our company has these relationships.

Recent Accounting Pronouncements

Our company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements including those not yet effective is not anticipated to have a material effect on the financial position or results of operations of our company.

Item 3.           Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

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Item 4.           Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.        Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.           Defaults Upon Senior Securities

None.

Item 4.           Mine Safety Disclosures

Not applicable.

Item 5.           Other Information

None.

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Item 6.           Exhibits

SIGNATURES

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

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