U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal quarter ended December 31, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________ to _____________
Commission File Number: 333-152365
INTERPRO MANANGEMENT CORP.
(Name of small business issuer as specified in its charter)
Nevada 98-0537233
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
601 Union Street
Two Union Square
42nd floor
Seattle, Washington 98101
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (206) 652-3770
Indicate by check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 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 past 90
days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] 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 [ ] No [X]
The issuer had 1,600,000 shares of its common stock issued and outstanding as of
February 17, 2009.
AVAILABLE INFORMATION
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and all amendments to those reports that we file with the Securities
and Exchange Commission, or SEC, are available at the SEC's public reference
room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain
information on the operation of the public reference room by calling the SEC at
1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains
reports, proxy, and information statements and other information regarding
reporting companies.
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TABLE OF CONTENTS
Page
----
PART I
ITEM 1. Financial Statements 5
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 11
ITEM 4. Controls and Procedures 11
PART II
ITEM 1. Legal Proceedings 14
ITEM 1A. Risk Factors 14
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 14
ITEM 4. Submission of Matters to a Vote of Security Holders 14
ITEM 5. Other Information 14
ITEM 6. Exhibits 14
3
CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS
USE OF NAMES
In this quarterly report, the terms "Interpro Manangement Corp.," "Company,"
"we," or "our," unless the context otherwise requires, mean Interpro Manangement
Corp.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q and other reports that we file with the SEC
contain statements that are considered forward-looking statements.
Forward-looking statements give the Company's current expectations, plans,
objectives, assumptions, or forecasts of future events. All statements other
than statements of current or historical fact contained in this annual report,
including statements regarding the Company's future financial position, business
strategy, budgets, projected costs and plans and objectives of management for
future operations, are forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as "anticipate",
"estimate", "plans", "potential", "projects", "ongoing", "expects", "management
believes", "we believe", "we intend", and similar expressions. These statements
are based on the Company's current plans and are subject to risks and
uncertainties, and as such the Company's actual future activities and results of
operations may be materially different from those set forth in the forward
looking statements. Any or all of the forward-looking statements in this annual
report may turn out to be inaccurate and as such, you should not place undue
reliance on these forward-looking statements. The Company has based these
forward-looking statements largely on its current expectations and projections
about future events and financial trends that it believes may affect its
financial condition, results of operations, business strategy and financial
needs. The forward-looking statements can be affected by inaccurate assumptions
or by known or unknown risks, uncertainties, and assumptions due to a number of
factors, including:
* dependence on key personnel;
* competitive factors;
* degree of success of research and development programs
* the operation of our business; and
* general economic conditions in the United States, the Philippines and
other locations in Asia.
These forward-looking statements speak only as of the date on which they are
made, and except to the extent required by federal securities laws, we undertake
no obligation to update any forward-looking statements to reflect events or
circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events. In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the cautionary statements contained in
this Quarterly Report.
4
PART I
ITEM 1. FINANCIAL STATEMENTS.
Interpro Management Corp.
(A Development Stage Company)
Balance Sheets
(unaudited)
December 31, March 31,
2008 2008
-------- --------
(unaudited)
ASSETS
Cash $ 3,806 $ 20,073
-------- --------
Total current assets 3,806 20,073
-------- --------
Total Assets $ 3,806 $ 20,073
======== ========
LIABILITIES
Accounts payable and accruals $ 8,411 $ 6,500
Due to stockholder 3,838 3,199
-------- --------
Total Liabilities 12,249 9,699
-------- --------
STOCKHOLDERS` EQUITY
Common stock authorized -
100,000,000 common shares with a par value of $0.001
Common stock issued and outstanding -
1,600,000 common shares 1,600 1,600
Additional paid in capital 18,400 18,400
Deficit accumulated during the development stage (28,443) (9,626)
-------- --------
Total Stockholders' Equity (8,443) 10,374
-------- --------
Total Liabilities and Stockholders' Equity $ 3,806 $ 20,073
======== ========
The accompanying notes are an integral part of these financial statements
5
Interpro Management Corp.
(A Development Stage Company)
Statements of Operations
(unaudited)
Cumulative
Amounts From
Date of Date of
Three months Three months Nine Months Incorporation Incorporation
ended ended ended (May 21, 2007) to (May 21, 2007) to
December 31, December 31, December 31, December 31, December 31,
2008 2007 2008 2007 2008
---------- ---------- ---------- ---------- ----------
REVENUE $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
OPERATING EXPENSES
Accounting and legal 1,500 -- 14,000 -- 17,000
General & administrative 2,699 -- 4,777 -- 7,876
Software -- -- -- -- 2,000
Web design -- -- -- -- 1,500
Bank charges -- 27 40 27 67
---------- ---------- ---------- ---------- ----------
Loss before income taxes (4,199) (27) (18,817) (27) (28,443)
Provision for income taxes -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Net loss $ (4,199) $ (27) $ (18,817) $ (27) $ (28,443)
========== ========== ========== ========== ==========
Basic and diluted loss per
Common share (1)
========== ========== ========== ==========
Weighted average number
of common shares
outstanding 1,600,000 1,600,000 1,600,000 1,600,000
========== ========== ========== ==========
----------
(1) less than $0.01
The accompanying notes are an integral part of these financial statements
6
Interpro Management Corp.
(A Development Stage Company)
Statements of Stockholders' Equity
For the period from Inception (May 21, 2007) to December 31, 2008
(unaudited)
Common Shares Additional
Issued Paid-in Accumulated Total
Shares Amount Capital Deficit Equity
------ ------ ------- ------- ------
Balance, May 21, 2007 (date of inception) -- $ -- $ -- $ -- $ --
Shares issued to founder
on May 21, 2007 @ $0.0125 1,600,000 1,600 18,400 -- 20,000
Net (loss) -- -- -- (9,626) (9,626)
--------- --------- --------- --------- ---------
Balance, March 31, 2008 1,600,000 1,600 18,400 (9,626) 10,374
Net (loss) -- -- -- (18,817) (18,817)
--------- --------- --------- --------- ---------
BALANCE, DECEMBER 31, 2008 1,600,000 $ 1,600 $ 18,400 $ (28,443) $ (8,443)
========= ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements
7
Interpro Management Corp.
(A Development Stage Company)
Statements of Cash Flows
(unaudited)
Period from Period from
Nine Months Inception Inception
ended (May 21, 2007) to (May 21, 2007) to
December 31, December 31, December 31,
2008 2007 2008
-------- -------- --------
OPERATING ACTIVITIES
Net (loss) $(18,817) $ (27) $(28,443)
Increase in accounts payable 1,911 -- 8,411
-------- -------- --------
Cash from operating activities (16,906) -- (20,032)
-------- -------- --------
FINANCING ACTIVITIES
Increase in due to stockholder 639 100 3,838
Sale of stock -- 20,000 20,000
-------- -------- --------
Cash from financing activities 639 20,100 23,838
-------- -------- --------
Increase in cash (16,267) 20,073 3,806
Cash, opening 20,073 -- --
-------- -------- --------
Cash, closing $ 3,806 $ 20,073 $ 3,806
======== ======== ========
Supplemental information:
Taxes paid $ -- $ -- $ --
======== ======== ========
Taxes paid $ -- $ -- $ --
======== ======== ========
Non-cash activities:
Stock issued for services $ -- $ -- $ --
======== ======== ========
Stock issued for accounts payable $ -- $ -- $ --
======== ======== ========
Stock issued for notes payable and interest $ -- $ -- $ --
======== ======== ========
Stock issued for convertible debentures and interest $ -- $ -- $ --
======== ======== ========
Convertible debentures issued for services $ -- $ -- $ --
======== ======== ========
Warrants issued $ -- $ -- $ --
======== ======== ========
Stock issued for penalty on default of convertible debenture $ -- $ -- $ --
======== ======== ========
Note payable issued for finance charges $ -- $ -- $ --
======== ======== ========
Forgiveness of note payable and accrued interest $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements
8
Interpro Management Corp.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2008
(unaudited)
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations, and cash flows at December 31, 2008, and for all periods
presented herein, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's March 31, 2008
audited financial statements. The results of operations for the periods ended
December 31, 2008 and 2007 are not necessarily indicative of the operating
results for the full years.
NOTE 2 -GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses and seeking
equity and/or debt financing. However management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 - DUE TO STOCKHOLDER
As at December 31, 2008, there is a balance owing to a stockholder of the
Company in the amount of $3,838. The amount owing to stockholder is unsecured,
non-interest bearing and has no specific terms of repayment.
The officers and directors of the Company are involved in other business
activities 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.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
OVERVIEW
We are a development stage company with limited operations and no revenues from
our business operations. Our auditors have issued a going concern opinion. This
means that our auditors believe there is substantial doubt as to whether we can
continue as an ongoing business for the next twelve months. We do not anticipate
that we will generate revenues until we have completed development and
deployment of our web-based software product. Accordingly, we must raise cash
from sources other than our operations in order to implement our marketing plan.
In our management's opinion, there is a market need for web-based software that
is a time and task management tool. We believe that our current funding will
allow us to begin our product development, market our website, and remain in
business for twelve months. We hope to begin to generate revenues in fiscal year
2009. If we are unable to generate revenues in fiscal year 2009 for any reason,
we may have to suspend or cease operations. At the present time, we have not
made any arrangements to raise additional cash.
PLAN OF OPERATION
Our plan of operation is to commence our software development activities. Once
we complete the prototype stage we will be able to test the product and start
actual development of the software. This will include writing the code, database
design and implementation and testing. We intend to focus on building a strong
web presence. We plan to achieve this by designing a website. We plan to then
achieve a web presence by using search engine optimization tools including key
word strategies and link exchanges with industry related websites. We will
continue to market our website and our product on an ongoing basis.
RESULTS OF OPERATIONS
REVENUES
We had no revenues for the period from May 21, 2007 (date of inception) through
December 31, 2008.
EXPENSES
Our expenses for the three and nine month periods ended December 31, 2008 were
$4,199 and $18,817, respectively, and since our inception were $28,443. These
expenses were comprised primarily of web design, general and administrative, and
legal and accounting expenses, as well as banking fees.
10
NET INCOME (LOSS)
Our net loss for the three and nine month periods ended December 31, 2008 was
$4,199 and $18,817, respectively. During the period from May 21, 2007 (date of
inception) through December 31, 2008, we incurred a net loss of $28,443. This
loss consisted primarily of administrative expenses. Since inception, we have
sold 1,600,000 shares of common stock.
LIQUIDITY AND CAPITAL RESOURCES
Our balance sheet as of December 31, 2008, reflects assets of $3,806. Cash and
cash equivalents from inception to date have been insufficient to provide the
working capital necessary to operate to date.
We anticipate generating losses and, therefore, may be unable to continue
operations in the future. If we require additional capital, we would have to
issue debt or equity or enter into a strategic arrangement with a third party.
There can be no assurance that additional capital will be available to us. We
currently have no agreements, arrangements or understandings with any person to
obtain funds through bank loans, lines of credit or any other sources.
GOING CONCERN CONSIDERATION
The financial statements contained herein for the fiscal quarter ended December
31, 2008, have been prepared on a "going concern" basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. For the reasons discussed herein and in the footnotes to our
financial statements included herein, there is a significant risk that we will
be unable to continue as a going concern.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
None.
ITEM 4. CONTROLS AND PROCEDURES.
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
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- 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 and
directors of the company; and
- 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 its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of December 31, 2008 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of December 31, 2008.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
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MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2009. Additionally, we plan to test our updated
controls and remediate our deficiencies by December 31, 2009.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
There have been no material changes from the risk factors disclosed in our S-1
filed on July 16, 2008.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation. (Attached as an exhibit to our
Registration Statement on Form S-1 originally filed with the SEC
on July 16, 2008, and incorporated herein by reference.)
3(ii) Bylaws. (Attached as an exhibit to our Registration Statement on
Form S-1 originally filed with the SEC on July 16, 2008, and
incorporated herein by reference.)
31 Certification of Mohanad Shurrab pursuant to Rule 13a-14(a).
32 Certification of Mohanad Shurrab pursuant to 18 U.S.C Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
14
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
INTERPRO MANANGEMENT CORP.
By: /s/ Mohanad Shurrab
-----------------------------------------
Mohanad Shurrab, President, Treasurer
and Director
Principal Executive and Financial Officer
Date: February 17, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated.
Signatures Title Date
---------- ----- ----
/s/ Mohanad Shurrab President, Treasurer February 17, 2009
------------------------------ and Director
Mohanad Shurrab
15