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, 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
February 12, 2010.
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 15
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 16
ITEM 4. Controls and Procedures 17
PART II
ITEM 1. Legal Proceedings 18
ITEM 1A. Risk Factors 18
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 19
ITEM 4. Submission of Matters to a Vote of Security Holders 19
ITEM 5. Other Information 19
ITEM 6. Exhibits 19
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.
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
December 31, March 31,
2009 2009
-------- --------
(Unaudited)
Assets
Cash $ 4,689 $ 30,864
Prepaid expenses 256 230
-------- --------
Total Current Assets 4,945 31,094
-------- --------
Total Assets $ 4,945 $ 31,094
======== ========
Liabilities
Accounts payable and accrued liabilities $ 9,500 $ 9,250
Due to related party 3,938 3,838
-------- --------
Total Current Liabilities 13,438 13,088
-------- --------
Total Liabilities 13,438 9,445
-------- --------
Stockholders' Equity (Deficit)
Common stock at $0.0001 par value: 100,000,000 shares authorized;
2,280,000 common shares issued and outstanding 2,280 2,280
Additional paid in capital 51,720 51,720
Deficit accumulated during the development stage (62,493) (35,994)
-------- --------
Total Stockholders' Equity (Deficit) (8,493) (2,233)
-------- --------
Total Liabilities and Stockholders' Equity (Deficit) $ 4,945 $ 31,094
======== ========
See accompanying notes to financial statements
5
Interpro Management Corp.
(A Development Stage Company)
Statements of Operations
(Unaudited)
Period from
Three Months Three Months Nine Months Nine Months Inception
Ended Ended Ended Ended (May 21, 2007) to
December 31, December 31, December 31, December 31, December 31,
2009 2008 2009 2008 2009
---------- ---------- ---------- ---------- ----------
Revenue $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
Expenses
Legal and accounting 1,000 1,500 18,813 14,000 38,814
Software and web design -- -- -- -- 3,500
General and administrative 2,454 2,699 7,686 4,817 20,179
---------- ---------- ---------- ---------- ----------
Total expenses 3,454 4,199 26,499 18,817 62,493
Provision for income taxes -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Net loss $ (3,454) $ (4,199) $ (26,499) $ (18,817) $ (62,493)
========== ========== ========== ========== ==========
Net loss per common share -
basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
Weighted common shares outstanding -
basic and diluted 2,280,000 1,600,000 2,280,000 1,600,000
========== ========== ========== ==========
See accompanying notes to financial statements
6
Interpro Management Corp.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
For the period from Inception (July 31, 2007) to December 31, 2009
(Unaudited)
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 (26,368) (26,368)
--------- ------- -------- --------- --------
Balance, March 31, 2009 2,280,000 2,280 51,720 (35,994) 18,006
Net loss (26,499) (26,499)
--------- ------- -------- --------- --------
Balance, December 31, 2009 2,280,000 $ 2,280 $ 51,720 $ (62,493) $ (8,493)
========= ======= ======== ========= ========
See accompanying notes to financial statements
7
Interpro Management Corp.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Period from
Nine Months Nine Months Inception
Ended Ended (May 21, 2007) to
December 31, December 31, December 31,
2009 2008 2009
-------- -------- --------
Cash Flows from Operating Activities:
Net loss $(26,499) $(18,817) $(62,493)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in operating assets and liabilities
Increase in prepaid expenses (26) -- (256)
Increase in accounts payable and accrued liabilities 250 1,911 9,500
-------- -------- --------
Net Cash Used in Operating Activities (26,275) (16,906) (53,249)
-------- -------- --------
Cash Flows from Financing Activities:
Increase in due to stockholder 100 639 3,938
Proceeds from sale of stock -- -- 54,000
-------- -------- --------
Net Cash Provided By Financing Activities 100 639 57,938
-------- -------- --------
NET CHANGE IN CASH (26,175) (16,267) 4,689
CASH AT BEGINNING OF PERIOD 30,864 20,073 --
-------- -------- --------
CASH AT END OF PERIOD $ 4,689 $ 3,806 $ 4,689
======== ======== ========
See accompanying notes to financial statements
8
Interpro Management Corp.
(A Development Stage Company)
December 31, 2009 and 2008
Notes to Financial Statements
(Unaudited)
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 - SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying interim financial statements for the three and nine months
ended December 31, 2009 and 2008, and the period from May 21, 2007 (Inception)
through December 31, 2009 are unaudited and have been prepared in accordance
with accounting principles generally accepted in the United States of America
("U.S. GAAP") for interim financial information and with the instructions to
Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by U.S. GAAP for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The results of operations realized during an interim period are not
necessarily indicative of results to be expected for a full year. These
financial statements should be read in conjunction with the financial statements
of the Company for the fiscal year ended March 31, 2009 and notes thereto
contained in the information filed on Form 10-K which was filed with the SEC on
June 30, 2009.
DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined by section 810-10-20 of
the FASB Accounting Standards Codification. The Company is still devoting
substantially all of its efforts on establishing the business and its planned
principal operations have not commenced. All losses accumulated since inception
have been considered as part of the Company's exploration stage activities.
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.
FISCAL YEAR END
The Company elected March 31 as its fiscal year ending date.
9
CASH EQUIVALENTS
The Company considers all highly liquid investments with maturities of three
months or less at the time of purchase to be cash equivalents.
FAIR VALUE OF FINANCIAL INSTRUMENTS
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 (3) 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 (3) levels of fair value hierarchy defined by
Paragraph 820-10-35-37 are described below:
Level 1 Quoted market prices available in active markets for identical assets
or liabilities as of the reporting date.
Level 2 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.
Level 3 Pricing inputs that are generally observable inputs and not
corroborated by market data.
The carrying amounts of the Company's financial assets and liabilities, such as
cash, prepaid expenses, accounts payable and accrued liabilities, 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
December 31, 2009 or 2008, 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 interim period ended December 31, 2009 or 2008.
INCOME TAXES
The Company accounts for income taxes under Section 740-10-30 of the FASB
Accounting Standards Codification. Deferred income tax assets and liabilities
are determined based upon differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates and
laws that will be in effect when the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be
realized. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
10
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the statements
of operations in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards
Codification ("Section 740-10-25").. Section 740-10-25 addresses the
determination of whether tax benefits claimed or expected to be claimed on a tax
return should be recorded in the financial statements. Under Section 740-10-25,
the Company may recognize the tax benefit from an uncertain tax position only if
it is more likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater than
fifty percent (50%) likelihood of being realized upon ultimate settlement.
Section 740-10-25 also provides guidance on de-recognition, classification,
interest and penalties on income taxes, accounting in interim periods and
requires increased disclosures. The Company had no material adjustments to its
liabilities for unrecognized income tax benefits according to the provisions of
Section 740-10-25.
NET LOSS PER COMMON SHARE
Net loss per common share is computed pursuant to section 260-10-45 of the FASB
Accounting Standards Codification. Basic net loss per share is computed by
dividing net loss by the weighted average number of shares of common stock
outstanding during the period. Diluted net loss per share is computed by
dividing net loss by the weighted average number of shares of common stock and
potentially outstanding shares of common stock during each period. There were no
potentially dilutive shares outstanding as of December 31, 2009 or 2008.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2003, the Securities and Exchange Commission ("SEC") adopted final rules
under Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"), as amended
by SEC Release No. 33-9072 on October 13, 2009. Commencing with its annual
report for the fiscal year ending March 31, 2011, the Company will be required
to include a report of management on its internal control over financial
reporting. The internal control report must include a statement
of management's responsibility for establishing and maintaining adequate
internal control over its financial reporting;
of management's assessment of the effectiveness of its internal control over
financial reporting as of year end; and
of the framework used by management to evaluate the effectiveness of the
Company's internal control over financial reporting.
Furthermore, it is required to file the auditor's attestation report separately
on the Company's internal control over financial reporting on whether it
believes that the Company has maintained, in all material respects, effective
internal control over financial reporting.
In June 2009, the FASB approved the "FASB Accounting Standards Codification"
(the "Codification") as the single source of authoritative nongovernmental U.S.
GAAP to be launched on July 1, 2009. The Codification does not change current
U.S. GAAP, but is intended to simplify user access to all authoritative U.S.
GAAP by providing all the authoritative literature related to a particular topic
in one place. All existing accounting standard documents will be superseded and
all other accounting literature not included in the Codification will be
considered non-authoritative. The Codification is effective for interim and
annual periods ending after September 15, 2009. The Company does not expect the
adoption to have a material impact on its consolidated financial position,
results of operations or cash flows.
11
In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-04
"ACCOUNTING FOR REDEEMABLE EQUITY INSTRUMENTS - AMENDMENT TO SECTION 480-10-S99"
which represents an update to section 480-10-S99, distinguishing liabilities
from equity, per EITF Topic D-98, CLASSIFICATION AND MEASUREMENT OF REDEEMABLE
SECURITIES. The Company does not expect the adoption of this update to have a
material impact on its consolidated financial position, results of operations or
cash flows.
In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-05
"FAIR VALUE MEASUREMENT AND DISCLOSURES TOPIC 820 - MEASURING LIABILITIES AT
FAIR VALUE", which provides amendments to subtopic 820-10, Fair Value
Measurements and Disclosures - Overall, for the fair value measurement of
liabilities. This Update provides clarification that in circumstances in which a
quoted price in an active market for the identical liability is not available, a
reporting entity is required to measure fair value using one or more of the
following techniques: 1. A valuation technique that uses: a. The quoted price of
the identical liability when traded as an asset b. Quoted prices for similar
liabilities or similar liabilities when traded as assets. 2. Another valuation
technique that is consistent with the principles of topic 820; two examples
would be an income approach, such as a present value technique, or a market
approach, such as a technique that is based on the amount at the measurement
date that the reporting entity would pay to transfer the identical liability or
would receive to enter into the identical liability. The amendments in this
Update also clarify that when estimating the fair value of a liability, a
reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of the liability. The amendments in this Update also clarify that both
a quoted price in an active market for the identical liability when traded as an
asset in an active market when no adjustments to the quoted price of the asset
are required are Level 1 fair value measurements. The Company does not expect
the adoption of this update to have a material impact on its consolidated
financial position, results of operations or cash flows.
In September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-08 "EARNINGS PER SHARE - AMENDMENTS TO SECTION 260-10-S99",which represents
technical corrections to topic 260-10-S99, Earnings per share, based on EITF
Topic D-53, COMPUTATION OF EARNINGS PER SHARE FOR A PERIOD THAT INCLUDES A
REDEMPTION OR AN INDUCED CONVERSION OF A PORTION OF A CLASS OF PREFERRED STOCK
and EITF Topic D-42, THE EFFECT OF THE CALCULATION OF EARNINGS PER SHARE FOR THE
REDEMPTION OR INDUCED CONVERSION OF PREFERRED STOCK. The Company does not expect
the adoption of this update to have a material impact on its consolidated
financial position, results of operations or cash flows.
In September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-09 "ACCOUNTING FOR INVESTMENTS-EQUITY METHOD AND JOINT VENTURES AND
ACCOUNTING FOR EQUITY-BASED PAYMENTS TO NON-EMPLOYEES". This Update represents a
correction to Section 323-10-S99-4, ACCOUNTING BY AN INVESTOR FOR STOCK-BASED
COMPENSATION GRANTED TO EMPLOYEES OF AN EQUITY METHOD INVESTEE. Additionally, it
adds observer comment ACCOUNTING RECOGNITION FOR CERTAIN TRANSACTIONS INVOLVING
EQUITY INSTRUMENTS GRANTED TO OTHER THAN EMPLOYEES to the Codification. The
Company does not expect the adoption to have a material impact on its
consolidated financial position, results of operations or cash flows.
In September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-12 "FAIR VALUE MEASUREMENTS AND DISCLOSURES TOPIC 820 - INVESTMENT IN
CERTAIN ENTITIES THAT CALCULATE NET ASSETS VALUE PER SHARE (OR ITS EQUIVALENT)",
which provides amendments to Subtopic 820-10, Fair Value Measurements and
Disclosures-Overall, for the fair value measurement of investments in certain
entities that calculate net asset value per share (or its equivalent). The
amendments in this Update permit, as a practical expedient, a reporting entity
12
to measure the fair value of an investment that is within the scope of the
amendments in this Update on the basis of the net asset value per share of the
investment (or its equivalent) if the net asset value of the investment (or its
equivalent) is calculated in a manner consistent with the measurement principles
of Topic 946 as of the reporting entity's measurement date, including
measurement of all or substantially all of the underlying investments of the
investee in accordance with Topic 820. The amendments in this Update also
require disclosures by major category of investment about the attributes of
investments within the scope of the amendments in this Update, such as the
nature of any restrictions on the investor's ability to redeem its investments a
the measurement date, any unfunded commitments (for example, a contractual
commitment by the investor to invest a specified amount of additional capital at
a future date to fund investments that will be make by the investee), and the
investment strategies of the investees. The major category of investment is
required to be determined on the basis of the nature and risks of the investment
in a manner consistent with the guidance for major security types in U.S. GAAP
on investments in debt and equity securities in paragraph 320-10-50-1B. The
disclosures are required for all investments within the scope of the amendments
in this Update regardless of whether the fair value of the investment is
measured using the practical expedient. The Company does not expect the adoption
to have a material impact on its consolidated financial position, results of
operations or cash flows.
In January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-01 "EQUITY TOPIC 505 - ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS WITH
COMPONENTS OF STOCK AND CASH", which clarify that the stock portion of a
distribution to shareholders that allows them to elect to receive cash or stock
with a potential limitation on the total amount of cash that all shareholders
can elect to receive in the aggregate is considered a share issuance that is
reflected in EPS prospectively and is not a stock dividend for purposes of
applying Topics 505 and 260 (Equity and Earnings Per Share ("EPS")). Those
distributions should be accounted for and included in EPS calculations in
accordance with paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the
FASB Accounting Standards codification. The amendments in this Update also
provide a technical correction to the Accounting Standards Codification. The
correction moves guidance that was previously included in the Overview and
Background Section to the definition of a stock dividend in the Master Glossary.
That guidance indicates that a stock dividend takes nothing from the property of
the corporation and adds nothing to the interests of the stockholders. It also
indicates that the proportional interest of each shareholder remains the same,
and is a key factor to consider in determining whether a distribution is a stock
dividend.
In January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-02 "CONSOLIDATION TOPIC 810 - ACCOUNTING AND REPORTING FOR DECREASES IN
OWNERSHIP OF A SUBSIDIARY - A SCOPE CLARIFICATION", which provides amendments to
Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope
of the decrease in ownership provisions of the Subtopic and related guidance
applies to the following:
1. A subsidiary or group of assets that is a business or nonprofit
activity
2. A subsidiary that is a business or nonprofit activity that is
transferred to an equity method investee or joint venture
3. An exchange of a group of assets that constitutes a business or
nonprofit activity for a noncontrolling interest in an entity
(including an equity method investee or joint venture).
The amendments in this Update also clarify that the decrease in ownership
guidance in Subtopic 810-10 does not apply to the following transactions even if
they involve businesses:
1. Sales of in substance real estate. Entities should apply the sale of
real estate guidance in Subtopics 360-20 (Property, Plant, and
Equipment) and 976-605 (Retail/Land) to such transactions.
13
2. Conveyances of oil and gas mineral rights. Entities should apply the
mineral property conveyance and related transactions guidance in
Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such
transactions.
If a decrease in ownership occurs in a subsidiary that is not a business or
nonprofit activity, an entity first needs to consider whether the substance of
the transaction causing the decrease in ownership is addressed in other U.S.
GAAP, such as transfers of financial assets, revenue recognition, exchanges of
nonmonetary assets, sales of in substance real estate, or conveyances of oil and
gas mineral rights, and apply that guidance as applicable. If no other guidance
exists, an entity should apply the guidance in Subtopic 810-10.
Management does not believe that any other recently issued, but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying financial statements.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As reflected in the accompanying
financial statements, the Company had a deficit accumulated during the
development stage of $62,493 at December 31, 2009, a net loss from operations of
$26,499 and net cash used in operations of $26,275 for the interim period ended
December 31, 2009, respectively.
While the Company is attempting to generate sufficient revenues, the Company's
cash position may not be enough to support the Company's daily operations.
Management intends to raise additional funds by way of a public or private
offering. Management believes that the actions presently being taken to further
implement its business plan and generate sufficient revenues provide the
opportunity for the Company to continue as a going concern. While the Company
believes in the viability of its strategy to increase revenues and in its
ability to raise additional funds, there can be no assurances to that effect.
The ability of the Company to continue as a going concern is dependent upon the
Company's ability to further implement its business plan and generate sufficient
revenues.
The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.
NOTE 4 - DUE TO RELATED PARTY
The amount owing to stockholder is unsecured, non-interest bearing and has no
specific terms of repayment.
NOTE 5 - SUBSEQUENT EVENTS
The Company has evaluated all events that occur after the balance sheet date
through January 26, 2010, the date when the financial statements were issued to
determine if they must be reported. The Management of the Company determined
that there were no reportable subsequent events to be disclosed.
14
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
December 31, 2009.
EXPENSES
Our expenses for the three and nine months ended December 31, 2009 were $26,499
and $3,454 and since our inception were $62,493. These expenses were comprised
primarily of general and administrative, and legal and accounting expenses, as
well as banking fees.
15
NET INCOME (LOSS)
Our net loss for the three and nine months ended December 31, 2009 was $3,454
and $26,499. During the period from May 21, 2007 (date of inception) through
December 31, 2009, we incurred a net loss of $62,493. This loss consisted
primarily of administrative expenses. Since inception, we have sold 2,280,000
shares of common stock.
LIQUIDITY AND CAPITAL RESOURCES
Our balance sheet as of December 31, 2009, reflects assets of $4,945. 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, 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.
16
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 September 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
17
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, 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 May 31, 2010. Additionally, we plan to test our updated controls
and remediate our deficiencies by May 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.
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.
18
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.
19
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 12, 2010
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 12, 2010
------------------------------ and Director
Mohanad Shurrab
20