Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - Blake Insomnia Therapeutics, Inc. | Financial_Report.xls |
| EX-32.1 - CERTIFICATION - Blake Insomnia Therapeutics, Inc. | bkit_ex321.htm |
| EX-31.1 - CERTIFICATION - Blake Insomnia Therapeutics, Inc. | bkit_ex311.htm |
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended February 28, 2014
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number
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Book It Local, Inc.
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(Name of small business issuer in its charter)
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Nevada
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3949
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46-0780380
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(State or other Employer jurisdiction
of Identification incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Number)
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Miguel Santiago Bustos Vergara
244, 5th Avenue, Suite A-154
New York, N.Y. 10001
USA
Phone 1-646-513-2776
(Address and telephone number of registrant's principal executive offices and principal place of business)
Miguel Santiago Bustos Vergara
244, 5th Avenue, Suite A-154
New York, N.Y. 10001
USA
Phone 1-646-513-2776
(Name, address, and telephone number of agent for service)
Please send a copy of all correspondence to:
Jillian Ivey Sidoti, Esq
PHONE 323-799-1342
jillian@jilliansidoti.com
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No 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,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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o | Smaller reporting company | x |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
At April 23, 2014, there were 31,597,572 shares outstanding of the registrant’s common stock.
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED February 28, 2014
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Page
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Number
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| PART I. FINANCIAL INFORMATION | |||||
| Item 1. |
Financial Statements
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F-1 | |||
| Balance Sheets as of August 31, 2013 and February 28, 2014 | F-1 | ||||
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Statements of Operations for the three and six months ended February 28, 2014 and 2013 and for the period from Inception to February 28, 2014
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F-2 | ||||
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Statements of Cash Flows for the six months ended February 28, 2014 and 2013 and for the period from Inception to February 28, 2014
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F-3 | ||||
| Notes to Financial Statements | F-4 to F-7 | ||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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3 | |||
| Item 3. | Quantitative & Qualitative Disclosures about Market Risks | 5 | |||
| Item 4. |
Controls and Procedures
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5 | |||
| PART II. OTHER INFORMATION | |||||
| Item 1. |
Legal Proceedings
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7 | |||
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds
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7 | |||
| Item 3. |
Defaults upon senior securities
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7 | |||
| Item 4. |
Submissions of matters to a vote of securities holders
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7 | |||
| Item 5. |
Other Information
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7 | |||
| Item 6. |
Exhibits
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8 | |||
| Exhibit 31.1 | |||||
| Exhibit 32.1 | |||||
2
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Book it Local Inc
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(A Development Stage Company)
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Balance Sheet
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As of
February 28,
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As of
August 31,
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2014
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2013
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(Unaudited)
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(Audited)
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| ASSETS | ||||||||
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Current Assets
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Cash
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$ | 140 | $ | 2,140 | ||||
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Other current assets
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- | - | ||||||
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Total Current Assets
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140 | 2,140 | ||||||
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TOTAL ASSETS
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$ | 140 | $ | 2,140 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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Current Liabilities
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Officer advances
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$ | - | $ | - | ||||
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Total Current Liabilities
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- | - | ||||||
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Total Liabilities
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- | - | ||||||
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Stockholders' Equity (Deficit)
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Preferred stock ($0.0001 par value; 10,000,000 authorized; no shares issued and outstanding)
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- | - | ||||||
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Common stock, ($0.0001 par value, 100,000,000 shares authorized; 31,597,572 and 10,597,572 shares issued and outstanding)
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3,160 | 1,060 | ||||||
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Additional paid-in capital
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217,775 | 9,875 | ||||||
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Deficit accumulated during the development stage
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(220,795 | ) | (8,795 | ) | ||||
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Total Stockholders' Equity (Deficit)
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140 | 2,140 | ||||||
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
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$ | 140 | $ | 2,140 | ||||
The accompanying notes are an integral part of these financial statements.
F-1
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Book it Local Inc
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(A Development Stage Company)
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Statements of Operations (Unaudited)
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For the Three
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For the Three
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For the Six
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For the Six
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Cumulative from
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Months Period
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Months Period
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Months Period
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Months Period
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August 11, 2012
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ended
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ended
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ended
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ended
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(inception) to
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February 28, 2014
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February 28, 2013
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February 28, 2014
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February 28, 2013
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February 28, 2014
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Revenues
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Revenues
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- | - | - | - | - | |||||||||||||||
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Total Revenues
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Operating Costs
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Administrative Expenses
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- | - | 2,000 | 2,500 | 10,795 | |||||||||||||||
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Stock Issued for Services
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210,000 | - | 210,000 | - | 210,000 | |||||||||||||||
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Total Operating Costs
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210,000 | - | 212,000 | 2,500 | 220,795 | |||||||||||||||
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Net Income (Loss)
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(210,000 | ) | - | (212,000 | ) | (2,500 | ) | (220,795 | ) | |||||||||||
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Basic earnings per share
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(0.01 | ) | * | (0.01 | ) | * | (0.02 | ) | ||||||||||||
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Weighted average number of common shares outstanding
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20,618,178 | 10,597,572 | 15,323,114 | 10,597,572 | 11,874,555 | |||||||||||||||
*=less than 0.01
The accompanying notes are an integral part of these financial statements.
F-2
Book it Local Inc
(A Development Stage Company)
Statements of Cash Flow (Unaudited)
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For the Six
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For the Six
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Cumulative from
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Months Period
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Months Period
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August 11, 2012
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ended
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ended
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(inception) to
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February 28, 2014
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February 28, 2013
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February 28, 2014
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net income (loss)
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$ | (212,000 | ) | $ | (2,500 | ) | $ | (220,795 | ) | |||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||
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Stock issued for services
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210,000 | - | 210,000 | |||||||||
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Changes in operating assets and liabilities:
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Increase (decrease) in accrued expenses
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- | - | - | |||||||||
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Net cash provided by (used in) operating activities
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(2,000 | ) | (2,500 | ) | (10,795 | ) | ||||||
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CASH FLOWS FROM INVESTING ACTIVITIES
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Net cash provided by (used in) investing activities
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- | - | - | |||||||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Increase (decrease) in officer advances
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- | - | - | |||||||||
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Proceeds from issuance of common stock
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- | - | 10,935 | |||||||||
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Net cash provided by (used in) financing activities
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- | - | 10,935 | |||||||||
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Net increase (decrease) in cash
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(2,000 | ) | (2,500 | ) | 140 | |||||||
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Cash at beginning of period
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2,140 | 10,935 | 0 | |||||||||
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Cash at end of period
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$ | 140 | $ | 8,435 | $ | 140 | ||||||
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Supplemental Disclosures of Cash Flow Information:
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Cash Paid For:
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Interest
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$ | - | $ | - | $ | - | ||||||
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Income Taxes
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$ | - | $ | - | $ | - | ||||||
The accompanying notes are an integral part of these financial statements.
F-3
| Book It Local, Inc
NOTES TO FINANCIAL STATEMENTS
(A Development Stage Company)
February 28, 2014
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1. NATURE OF OPERATIONS
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Book It Local, Inc. (“The Company”) was incorporated in the State of Nevada on August 11, 2012 to develop its online booking system to help consumers find and hire live entertainment for weddings, corporate events, private parties, night clubs, grand openings, and other events. The Company is in the development stage with no revenues and a limited operating history.
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2. GOING CONCERN CONSIDERATION
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These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a cumulative net loss of $220,795 since its inception and requires capital for its contemplated operation and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern.
Future issuances of the Company's equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are insufficient to meet operating expenses. The financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is August 31.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires that management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
F-4
Revenue Recognition
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met:
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(i)
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persuasive evidence of an arrangement exists,
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(ii)
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the services have been rendered and all required milestones achieved,
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(iii)
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the sales price is fixed or determinable, and
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(iv)
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collectability is reasonably assured.
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Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance with ASC 830, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.
Stock-Based Compensation
The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.
Development Stage Company
The Company complies with Financial Accounting Standards Codification (“ASC”) 915 and Securities and Exchange Commission Act Guide 7 for its characterization of the Company as development stage enterprise.
Fair Value for Financial Assets and Financial Liabilities
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
F-5
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Level 1
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Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
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Level 2
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Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
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Level 3
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Pricing inputs that are generally observable inputs and not corroborated by market data.
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The carrying amounts of the Company’s financial assets and liabilities, such as cash, approximate their fair values because of the short maturity of these instruments.
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at February 28, 2014, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period ended February 28, 2014.
Income Taxes
The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At February 28, 2014 a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.
Basic and Diluted Net Income (Loss) per Share
The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
F-6
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4. DEVELOPMENT STAGE COMPANY
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The Company is in the development stage as of February 28, 2014 and to date has had no significant operations. Recovery of the Company’s assets is dependent on future events, the outcome of which is indeterminable. In addition, successful completion of the Company’s development program and its transition, ultimately, to attaining profitable operations is dependent upon obtaining adequate financing to fulfill its development activities and achieving a level of sales adequate to support the Company’s cost structure.
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5. RELATED PARTY TRANSACTIONS
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The President of the Company provides management and office premises to the Company for no compensation.
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6. STOCKHOLDERS’ EQUITY
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In August, 2012, the Company authorized the issue of 100,000,000 common shares of the company at par value of $.0001 and authorized the issue of 10,000,000 preferred shares at par value of $.0001.
During the six months ended February 28, 2014, the Company 21,000,000 common shares in exchange for $210,000 in services rendered, valued at the closing stock price at the date of issuance
At February 28, 2014 there are total of 31,597,572 common shares of the Company issued and outstanding.
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7. SUPPLEMENTAL CASH FLOW INFORMATION
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Supplemental disclosures of cash flow information for the three months ended February 28, 2014 and 2013 is summarized as follows:
Cash paid during the six months ended February 28, 2014 and 2013 for interest and income taxes is as follows:
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2014
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2013
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Interest
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$ | - | $ | - | ||||
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Taxes
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$ | - | $ | - | ||||
F-7
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in this report and those in our S-1 registration statement deemed effective on June 10, 2013. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in such forward-looking statements as a result of certain factors, including but not limited to, those described under “Risk Factors” included in Part II, Item IA of this report.
Background Overview
Book It Local, Inc. is a development stage company incorporated in the State of Nevada in August 2012. We were formed to engage in the business of booking entertainment for events through an online system that connects those running events and entertainers that may perform at such events. In August 2012, we commenced our planned principal operations, and therefore have no significant assets. On January 27, 2014, certain shareholders, via a seller’s representative (the “Unrestricted Sellers”), entered into various Stock Purchase Agreements under which the Unrestricted Sellers sold all of their shares of the Company’s stock. Certain of those Stock Purchase Agreements are described below.
The Unrestricted Seller entered into a Stock Purchase Agreement (the “Calima Purchase Agreement”) with Calima Associates Ltd. (“Calima”), pursuant to which the Unrestricted Sellers agreed to sell to Calima 997,500 shares of Common Stock of the Company for a total purchase price of $25,000. The affiliate shareholders of the Company, G9 Holdings, LLC, GW Grace, LLC, Winchester Investments, LLC, and Joseph McMurry (our CEO) (“Affiliate Sellers”) also entered into a Stock Purchase Agreement with Glenbarry Holdings, Inc, Karada Ltd, Inc., Laurag Associates S.A. Barrow Associates Ltd., Canto Affiliates, Inc., Syrroco Holdings Ltd, and Euro Ventures S.A. (“Affiliate Purchasers”), pursuant to which the Affiliate Sellers agreed to sell to Affiliate Purchasers 9,600,072 shares of Common Stock of the Company for a total purchase price of $250,000. The Stock Purchase Agreement with Affiliate Purchasers and Calima Purchase Agreement are each referred to herein as a “Purchase Agreement.”
Under each Purchase Agreement, the seller agreed to indemnify and hold the purchaser and the Company harmless from the breach by the seller of any representations made by the seller in that Purchase Agreement and certain liabilities and obligations of the Company related to the period prior to the closing of the purchase of the shares under that Purchase Agreement.
In connection with each Purchase Agreement, on January 28, 2014, Joseph McMurry, our Chief Executive Officer, Financial Officer, Secretary, and sole director, submitted his resignation from his positions with the Company. Mr. McMurry’s resignation as an officer of the Company was effective upon the consummation of each Purchase Agreement (the “Closing.”)
Also effective as of the Closing, Miguel Bustos Santiago Vergara was appointed as the President, Chief Executive Officer, Chief Financial Officer, Secretary, and director.
As of January 28, 2014, the authorized common stock of the Company consisted of 100,000,000 shares of Common Stock, of which 31,597,572 shares were outstanding. Each share of Common Stock is entitled to one vote with respect to all matters to be acted on by the stockholders.
3
Since our inception on August 11, 2012 to February 28, 2014, we had not generated any revenues and we incurred a loss of $220,795 and a loss of $212,000 for the six months ended February 28, 2014. These losses were mostly related to the costs associated with the issuance of stock in exchange for services. This stock was issued at the Closing to Miguel Santiago Bustos Vergara for his services as CEO and to Zleepax ApS for its CEO’s assignment of his patent to the Company. To this point, our only business activity has been the formation of our corporate entity, creation and development of our business model, and analyzing the viability of our business. It is the intent of our new officer and shareholders to change the name of the Company and its business plan. Once we have fully developed this plan, we will file the appropriate 8-k and file a change in name with the state of Nevada. We may sell additional shares in a private offering or other offering if we are unable to obtain funds from another source such as a shareholder loan. If sufficient funds cannot be raised, none of the Company’s plans may be implemented. There can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flows from listing fees will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in the registration statement.
Results of Operations for the Quarter ending February 28, 2014
Assets
Currently, we have $140 in cash which is our only asset.
Operating Expense
Total operating expenses for the six months ended February 28, 2014 were $212,000 compared to expenses of $220,795 for the period ended February 28, 2014 since inception.
Net Loss
Net loss for the six months ended February 28, 2014 was $(212,000) compared to the period ended February 28, 2014 since inception of $(220,795.).
Liquidity and Capital Resources
At February 28, 2014, we had $140 in cash.
Critical Accounting Policies and Estimates
Our critical accounting policies are disclosed in our S-1 Registration Statement. During the three months ended February 28, 2014 there have been no significant changes in our critical accounting policies.
Recent Accounting Pronouncements
Recent accounting pronouncements are disclosed in our S-1 Registration Statement, deemed effective with the Securities and Exchange Commission on June 10, 2013. During the three months ended February 28, 2014 there have been no new accounting pronouncements which are expected to significantly impact our consolidated financial statements.
4
The Company has $140 in cash. Currently, the Company’s new CEO is searching for financing. The CEO and its new shareholders as a result of the abovementioned stock purchase agreement intend to change the business plan of the Company and the name of the Company. Once the plan is finalized, the Company will file the appropriate 8-k with the Commission.
We currently only have $140. Therefore, the cash currently available to us will not enable us to develop the business to the state in which it will optimally be able to generate revenues. If we are to generate revenues prior to needing any additional funding, we will immediately reinvest such revenues into further development our business and deployment of our business plan. We believe that the cash we have available will sustain us for approximately three (3) more months so long as we continuing operating in the manner that we are currently operating.
Equity Distribution to Management
Since our incorporation, we have raised capital through private sales of our common equity. As of February 28, 2014, we have issued 31,597,572 shares of our common stock to various shareholders, in exchange for cash and services. Specifically, Mr. Vergara was issued 3,000,000 shares for his services as CEO. Mr. Vergara is currently working with Mr. Birger Jan Olsen, the principal of Zleepax ApS on the development of the Company’s new business plan. In exchange for the assignment of his patent for an over the counter sleep remedy, Zleepax ApS was issued 18,000,000. Mr. Olsen is not an officer or board member of the Company. Mr. Olsen acts in an advisory capacity.
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.
Item 3. Quantitative & Qualitative Disclosures about Market Risks
Note applicable.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of February 28, 2014. This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are currently effective to ensure that all material information required to be filed in the quarterly report on Form 10-Q has been made known to them.
5
For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure, controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by in our reports filed under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Based upon an evaluation conducted for the period ended February 28, 2014, our Chief Executive Officer and Chief Financial Officer as of February 28, 2014, and as of the date of this Report, has concluded that as of the end of the periods covered by this report, he has identified no material weakness of Company internal controls.
Corporate expenses incurred are processed and paid by the officer of the Company. The current number of transactions is not sufficient to justify the retaining of additional accounting personnel.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its evaluation, our management concluded that, as of February 28, 2014, our internal control over financial reporting was effective.
This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this quarterly report.
Changes in Internal Controls over Financial Reporting
We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
6
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
None
None
None
None
7
Item 6. EXHIBITS
(a) Exhibits:
|
Number
|
Description
|
|
|
31.1
|
Certification of Chief Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
|
|
|
32.1
|
Certification of Chief Executive and Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
|
|
101.INS **
|
XBRL Instance Document
|
|
|
101.SCH **
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL **
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF **
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB **
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE **
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Book it Local, Inc. | |||
|
Date: April 23, 2014
|
By:
|
/s/ Miguel Santiago Bustos Vergara | |
| Name: | Miguel Santiago Bustos Vergara | ||
| Title: |
President and Director
|
||
| (Principal Executive Officer) | |||
|
Date: April 23, 2014
|
By:
|
/s/ Miguel Santiago Bustos Vergara | |
| Name: | Miguel Santiago Bustos Vergara | ||
| Title: |
Secretary, Treasurer, and Chief Financial Officer
|
||
| (Principal Financial Officer, and Principal Accounting Officer) |
9