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 June 30, 2009
[ ] 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 [X] No [ ]
The issuer had 1,600,000 shares of its common stock issued and outstanding as of
August 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.
2
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 16
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 17
ITEM 4. Controls and Procedures 18
PART II
ITEM 1. Legal Proceedings 20
ITEM 1A. Risk Factors 20
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 20
ITEM 4. Submission of Matters to a Vote of Security Holders 20
ITEM 5. Other Information 20
ITEM 6. Exhibits
3
CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS
USE OF NAMES
In this quarterly report, the terms "Interpro," "Company," "we," or "our,"
unless the context otherwise requires, mean Interpro Management 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
June 30, 2009
June 30, March 31,
2009 2009
-------- --------
Assets
Cash $ 12,742 $ 30,864
Prepaid expenses 626 230
-------- --------
Total Current Assets 13,368 31,094
-------- --------
Total Assets $ 13,368 $ 31,094
======== ========
Liabilities
Accounts payable and accrued liabilities $ 11,500 $ 9,250
Due to related party 3,938 3,838
-------- --------
Total Current Liabilities 15,438 13,088
-------- --------
Total Liabilities 15,438 9,445
-------- --------
Stockholders' Equity (Deficit)
Common stock authorized -
100,000,000 common shares with a par value of $0.0001
Common shares issued and outstanding -
2,280,000 common shares 2,280 2,280
Additional paid in capital 51,720 51,720
Deficit accumulated during the development stage (56,070) (35,994)
-------- --------
Total Stockholders' Equity (Deficit) (2,070) (2,233)
-------- --------
Total Liabilities and Stockholders' Equity (Deficit) $ 13,368 $ 31,094
======== ========
The accompanying notes are an integral part of these financial statements
5
Interpro Management Corp.
(A Development Stage Company)
Statements of Operations
Period from
Three Months Three Months Inception
Ended Ended (May 21, 2007) to
June 30, June 30, June 30,
2009 2008 2009
---------- ---------- ----------
Revenue $ -- $ -- $ --
---------- ---------- ----------
Expenses
Legal and accounting 17,313 15,500 37,314
Software and web design -- -- 3,500
General and administrative 2,763 2,685 15,256
---------- ---------- ----------
Total expenses 20,076 19,668 56,070
Provision for income taxes -- -- --
---------- ---------- ----------
Net (Loss) $ (20,076) $ (19,668) $ (56,070)
========== ========== ==========
Basic and diluted (loss) per share $ (0.00) $ (0.01)
========== ==========
Weighted average number of common shares
outstanding 1,600,000 1,600,000
========== ==========
The accompanying notes are an integral part of these financial statements
6
Interpro Management Corp.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
For the period from Inception (July 31, 2007) to June 30, 2009
Accumulated
Deficit
Additional During
Common Stock Paid in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Balance, May 21, 2007 (date of inception) -- $ -- $ -- $ -- $ --
Shares issued to founder on May 21, 2007 @
$0.0125 per share (par value $0.001 per
share) 1,600,000 1,600 18,400 -- 20,000
Net (loss) for the period from inception on
May 21, 2007 to March 31, 2008 -- -- -- (9,626) (9,626)
--------- ------- -------- --------- --------
Balance, March 31, 2008 1,600,000 1,600 18,400 (9,626) 10,374
Private placement on February 10, 2009 @
$0.05 pe share (par value $0.001 per share) 680,000 680 33,320 -- 34,000
Net (loss) for the year-ended March 31, 2009 -- -- -- (26,368) (26,368)
--------- ------- -------- --------- --------
Balance, March 31, 2009 2,280,000 2,280 51,720 (35,994) 18,006
Net (loss) for the period-ended June 30, 2009 -- -- -- (20,076) (20,076)
--------- ------- -------- --------- --------
Balance, June 30, 2009 2,280,000 $ 2,280 $ 51,720 $ (56,070) $ (2,070)
========= ======= ======== ========= ========
The accompanying notes are an integral part of these financial statements
7
Interpro Management Corp.
(A Development Stage Company)
Statements of Cash Flows
Period from
Three Months Three Months Inception
Ended Ended (May 21, 2007) to
June 30, June 30, June 30,
2009 2008 2009
-------- -------- --------
Operating Activities:
Net (Loss) $(20,076) $ (9,599) $(56,070)
(Increase) in prepaid expenses (396) -- (626)
Increase in accounts payable and accrued liabilities 2,250 8,750 11,500
-------- -------- --------
Cash from (used in) operating activities (18,222) (849) (45,196)
-------- -------- --------
Financing Activities:
Increase in due to stockholder 100 849 3,938
Proceeds from sale of stock -- -- 54,000
-------- -------- --------
Cash from financing activities 100 849 57,938
-------- -------- --------
Increase (Decrease) in cash (18,122) -- 12,742
Cash, opening 30,864 20,073 --
-------- -------- --------
Cash, closing $ 12,742 $ 20,073 $ 12,742
======== ======== ========
Supplemental Disclosures of Cash Flow Information:
Cash paid for:
Interest $ -- $ -- $ --
Income taxes $ -- $ -- $ --
The accompanying notes are an integral part of these financial statements
8
Interpro Management Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2009
NOTE 1 - NATURE OF OPERATIONS
Interpro Management Corp ("the Company"), incorporated in the state of Nevada on
May 21, 2007, is a company with business activities focused on developing and
offering web based software that will be designed to be an online project
management tool used to enhance an organization's efficiency through planning
and monitoring the daily operations of a business.
The company has limited operations and in accordance with SFAS#7 is considered
to be in the development stage.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in the notes to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about the Company's ability to continue as a going
concern. Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern. The financial statements do not include
any adjustments that might result from this uncertainty.
The Company's activities to date have been supported by equity financing. It has
sustained losses in all previous reporting periods with an inception to date
loss of $56,070 as of June 30, 2009. Management continues to seek funding from
its shareholders and other qualified investors to pursue its business plan. In
the alternative, the Company may be amenable to a sale, merger or other
acquisition in the event such transaction is deemed by management to be in the
best interests of the shareholders.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING BASIS
These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.
FINANCIAL INSTRUMENT
The Company's financial instrument consists of amount due to stockholder.
The amount due to stockholder is non interest-bearing. It is management's
opinion that the Company is not exposed to significant interest, currency or
credit risks arising from its other financial instruments and that their fair
values approximate their carrying values except where separately disclosed.
PROPERTY
The Company does not own any property. Our office space is leased to us on a
month to month basis for approximately $200 per month.
9
Interpro Management Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2009
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles of the United States 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 revenues and expenses during the year.
The more significant areas requiring the use of estimates include asset
impairment, stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable under the circumstances. However, actual results may differ
from the estimates.
ADVERTISING
The Company expenses advertising costs as incurred. The Company has had no
advertising activity since inception.
LOSS PER SHARE
Basic loss per share is calculated using the weighted average number of common
shares outstanding and the treasury stock method is used to calculate diluted
earnings per share. For the years presented, this calculation proved to be
anti-dilutive.
DIVIDENDS
The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown.
INCOME TAXES
The Company provides for income taxes under Statement of Financial Accounting
Standards NO. 109, "Accounting for Income Taxes." SFAS No. 109 requires the use
of an asset and liability approach in accounting for income taxes.
SFAS No. 109 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. No
provision for income taxes is included in the statement due to its immaterial
amount, net of the allowance account, based on the likelihood of the Company to
utilize the loss carry-forward.
NET INCOME PER COMMON SHARE
Net income (loss) per common share is computed based on the weighted average
number of common shares outstanding and common stock equivalents, if not
anti-dilutive. The Company has not issued any potentially dilutive common
shares.
10
Interpro Management Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2009
NOTE 4 - DUE TO STOCKHOLDER
The amount owing to stockholder is unsecured, non-interest bearing and has no
specific terms of repayment.
NOTE 5 - CAPITAL STOCK
Common Shares - Authorized
The company has 100,000,000 common shares authorized at a par value of $0.0001
per share.
Common Shares - Issued and Outstanding
During the year ended March 31, 2008, the company issued 1,600,000 common shares
for total proceeds of $20,000.
During the year ended March 31, 2009, the company issued 680,000 common shares
for total proceeds of $34,000.
As at June 30, 2009, the Company had 2,280,000 common shares issued and
outstanding.
As at June 30, 2009, the Company has no warrants or options outstanding.
NOTE 6 - INCOME TAXES
The Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, ACCOUNTING FOR INCOME TAXES. SFAS No. 109 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.
SFAS No. 109 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. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred tax asset is $12,355, which is calculated by multiplying a 22%
estimated tax rate by the cumulative NOL of $56,070.
The company has non-capital losses of $56,070.
NOTE 7 - RELATED PARTY TRANSACTIONS
As at June 30, 2009, there is a balance owing to a stockholder of the Company in
the amount of $3,938.
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.
11
Interpro Management Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2009
NOTE 8 - CONCENTRATIONS OF RISKS
Cash Balances -
The Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC). This government corporation insured balances up to
$100,000 through October 13, 2008. As of October 14, 2008 all non-interest
bearing transaction deposit accounts at an FDIC-insured institution, including
all personal and business checking deposit accounts that do not earn interest,
are fully insured for the entire amount in the deposit account. This unlimited
insurance coverage is temporary and will remain in effect for participating
institutions until December 31, 2009.
All other deposit accounts at FDIC-insured institutions are insured up to at
least $250,000 per depositor until December 31, 2009. On January 1, 2010, FDIC
deposit insurance for all deposit accounts, except for certain retirement
accounts, will return to at least $100,000 per depositor. Insurance coverage for
certain retirement accounts, which include all IRA deposit accounts, will remain
at $250,000 per depositor.
NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS
Below is a listing of the most recent accounting standards and their effect on
the Company.
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides guidance on estimating fair value when market activity
has decreased and on identifying transactions that are not orderly.
Additionally, entities are required to disclose in interim and annual periods
the inputs and valuation techniques used to measure fair value. This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise's
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with earlier application
encouraged. The Company adopted this FSP effective January 1, 2009. The adoption
of the FSP had no impact on the Company's results of operations, financial
condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires additional fair value disclosures about employers' pension and
postretirement benefit plan assets consistent with guidance contained in SFAS
157. Specifically, employers will be required to disclose information about how
investment allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value measurements of plan assets. This FSP is effective for
fiscal years ending after December 15, 2009. The Company does not expect the
adoption of FSP FAS 132(R)-1 will have a material impact on its financial
condition or results of operation.
12
Interpro Management Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2009
NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value
of a Financial Asset When the Market for That Asset is Not Active," ("FSP FAS
157-3"), which clarifies application of SFAS 157 in a market that is not active.
FSP FAS 157-3 was effective upon issuance, including prior periods for which
financial statements have not been issued. The adoption of FSP FAS 157-3 had no
impact on the Company's results of operations, financial condition or cash
flows.
In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB Interpretation 46 (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51," as well as other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the changes will not have a significant impact on the Company's financial
statements. The changes would be effective March 1, 2010, on a prospective
basis.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, DETERMINING
WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT TRANSACTIONS ARE
PARTICIPATING SECURITIES, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. We
are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our consolidated financial position and
results of operations if adopted.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
13
Interpro Management Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2009
NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for "plain vanilla" share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations'. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not believed that this will have an impact on the Company's consolidated
financial position, results of operations or cash flows.
14
Interpro Management Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2009
NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities--Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This option is available to
all entities. Most of the provisions in FAS 159 are elective; however, an
amendment to FAS 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the adoption of this pronouncement will have on its consolidated financial
statements.
15
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
2010. If we are unable to generate revenues in fiscal year 2010 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
June 30, 2009.
EXPENSES
Our expenses for the three months ended June 30, 2009 were $20,076 and since our
inception were $56,070. These expenses were comprised primarily of general and
administrative, and legal and accounting expenses, as well as banking fees.
16
NET INCOME (LOSS)
Our net loss for the three months ended June 30, 2009 was $20,076. During the
period from May 21, 2007 (date of inception) through June 30, 2009, we incurred
a net loss of $56,070. 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 June 30, 2009, reflects assets of $13,368. 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 June 30,
2009, 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. There is a significant risk that we will be unable to continue as a
going concern.
Management continues to seek funding from its shareholders and other qualified
investors to pursue its business plan. In the alternative, the Company may be
amenable to a sale, merger or other acquisition in the event such transaction is
deemed by management to be in the best interests of the shareholders.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
None.
17
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;
- 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 June 30, 2009 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
18
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 June 30, 2009.
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.
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 March 31, 2010. Additionally, we plan to test our updated
controls and remediate our deficiencies by March 31, 2010.
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.
19
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 May 28, 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.
20
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: August 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 August 17, 2009
------------------------------ and Director
Mohanad Shurrab
21