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, 2010
[ ] 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 2,280,000 shares of its common stock issued and outstanding as of
August 23, 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.
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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 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 20
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
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, March 31,
2010 2010
-------- --------
(Unaudited)
Assets
Cash $ 209 $ 4,111
Prepaid expenses 132 --
-------- --------
Total Current Assets 341 4,111
-------- --------
Total Assets $ 341 $ 4,111
======== ========
Liabilities
Accounts payable and accrued liabilities $ 9,850 $ 11,753
Due to related party 3,938 3,938
-------- --------
Total Current Liabilities 13,788 15,691
-------- --------
Total Liabilities 13,788 15,691
-------- --------
Stockholders' Deficit
Common stock at $0.001 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 (67,447) (65,580)
-------- --------
Total Stockholders' Deficit (13,447) (11,580)
-------- --------
Total Liabilities and Stockholders' Deficit $ 341 $ 4,111
======== ========
See accompanying notes to financial statements
5
Interpro Management Corp
(A Development Stage Company)
Statements of Operations
(Unaudited)
Period from
For the For the May 21, 2007
Three Months Three Months (Inception)
Ended Ended through
June 30, June 30, June 30,
2010 2009 2010
---------- ---------- ----------
Revenue $ -- $ -- $ --
---------- ---------- ----------
Operating expenses
Legal and accounting 250 17,313 40,064
Software and web design -- -- 3,500
General and administrative 1,617 2,763 23,883
---------- ---------- ----------
Total operating expenses 1,867 20,076 67,447
Provision for income taxes -- -- --
---------- ---------- ----------
Net loss $ (1,867) $ (20,076) $ (67,447)
========== ========== ==========
Net loss per common share -
basic and diluted $ (0.00) $ (0.01)
========== ==========
Weighted common shares outstanding -
basic and diluted 2,280,000 2,280,000
========== ==========
See accompanying notes to financial statements
6
Interpro Management Corp
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
For the period from May 21, 2007 (Inception) through June 30, 2010
(Unaudited)
Accumulated
Deficit Total
Additional During Stockholders'
Common Stock Paid in Development Equity
Shares Amount Capital Stage (Deficit)
------ ------ ------- ----- ---------
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 (29,586) (29,586)
--------- ------- -------- --------- --------
Balance, March 31, 2010 2,280,000 2,280 51,720 (65,580) (11,580)
Net loss (1,867) (1,867)
--------- ------- -------- --------- --------
Balance, June 30, 2010 2,280,000 $ 2,280 $ 51,720 $ (67,447) $(13,447)
========= ======= ======== ========= ========
See accompanying notes to financial statements
7
Interpro Management Corp
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Period from
For the For the May 21, 2007
Three Months Three Months (Inception)
Ended Ended through
June 30, June 30, June 30,
2010 2009 2010
-------- -------- --------
Cash Flows from Operating Activities:
Net loss $ (1,867) $(20,076) $(67,447)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in operating assets and liabilities
Increase in prepaid expenses (132) (396) (132)
Increase (decrease) in accounts payable and
accrued liabilities (1,903) 2,250 9,850
-------- -------- --------
Net Cash Used in Operating Activities (3,902) (18,222) (57,729)
-------- -------- --------
Cash Flows from Financing Activities:
Increase in due to stockholder -- 100 3,938
Proceeds from sale of stock -- -- 54,000
-------- -------- --------
Net Cash Provided By Financing Activities -- 100 57,938
-------- -------- --------
NET CHANGE IN CASH (3,902) (18,122) 209
CASH AT BEGINNING OF PERIOD 4,111 30,864 --
-------- -------- --------
CASH AT END OF PERIOD $ 209 $ 12,742 $ 209
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ -- $ -- $ --
======== ======== ========
Taxes paid $ -- $ -- $ --
======== ======== ========
See accompanying notes to financial statements
8
Interpro Management Corp
(A Development Stage Company)
June 30, 2010 and 2009
Notes to Financial Statements
(Unaudited)
NOTE 1 - ORGANIZATION AND 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.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying interim financial statements for the three months ended June
30, 2010 and 2009, and the period from May 21, 2007 (Inception) through June 30,
2010 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, 2010 and notes thereto contained in the information filed
on Form 10-K which was filed with the SEC on July 14, 2010.
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.
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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 June
30, 2010 or 2009, 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 periods ended June 30, 2010 or 2009 or for the period from May 21,
2007 (inception) through June 30, 2010.
REVENUE RECOGNITION
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification for revenue recognition. The Company will recognize revenue when it
is realized or realizable and earned. The Company considers revenue realized or
realizable and earned when it has persuasive evidence of an arrangement that the
services have been rendered to the customer, the sales price is fixed or
determinable, and collectability is reasonably assured.
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
10
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
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 June 30, 2010 or 2009.
COMMITMENTS AND CONTINGENCIES
The Company follows subtopic 450-20 of the FASB Accounting Standards
Codification to report accounting for contingencies. Liabilities for loss
contingencies arising from claims, assessments, litigation, fines and penalties
and other sources are recorded when it is probable that a liability has been
incurred and the amount of the assessment can be reasonably estimated.
CASH FLOWS REPORTING
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards
Codification for cash flows reporting, classifies cash receipts and payments
according to whether they stem from operating, investing, or financing
activities and provides definitions of each category, and uses the indirect or
reconciliation method ("Indirect method") as defined by paragraph 230-10-45-25
of the FASB Accounting Standards Codification to report net cash flow from
operating activities by adjusting net income to reconcile it to net cash flow
from operating activities by removing the effects of (a) all deferrals of past
operating cash receipts and payments and all accruals of expected future
operating cash receipts and payments and (b) all items that are included in net
income that do not affect operating cash receipts and payments.
SUBSEQUENT EVENTS
The Company follows the guidance in Section 855-10-50 of the FASB Accounting
Standards Codification for the disclosure of subsequent events. The Company will
evaluate subsequent events through the date when the financial statements were
issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification,
11
the Company as an SEC filer considers its financial statements issued when they
are widely distributed to users, such as through filing them on EDGAR
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
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. The amendments in this Update are effective for interim and annual
periods ending on or after December 15, 2009, and should be applied on a
retrospective basis.
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.
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. The amendments
in this Update are effective beginning in the first interim or annual reporting
period ending on or after December 15, 2009.
12
In January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-06 "FAIR VALUE MEASUREMENTS AND DISCLOSURES (TOPIC 820) IMPROVING
DISCLOSURES ABOUT FAIR VALUE MEASUREMENTS", which provides amendments to
Subtopic 820-10 that require new disclosures as follows:
1. Transfers in and out of Levels 1 and 2. A reporting entity should
disclose separately the amounts of significant transfers in and out of
Level 1 and Level 2 fair value measurements and describe the reasons
for the transfers.
2. Activity in Level 3 fair value measurements. In the reconciliation for
fair value measurements using significant unobservable inputs (Level
3), a reporting entity should present separately information about
purchases, sales, issuances, and settlements (that is, on a gross
basis rather than as one net number).
This Update provides amendments to Subtopic 820-10 that clarify existing
disclosures as follows:
1. Level of disaggregation. A reporting entity should provide fair value
measurement disclosures for each class of assets and liabilities. A
class is often a subset of assets or liabilities within a line item in
the statement of financial position. A reporting entity needs to use
judgment in determining the appropriate classes of assets and
liabilities.
2. Disclosures about inputs and valuation techniques. A reporting entity
should provide disclosures about the valuation techniques and inputs
used to measure fair value for both recurring and nonrecurring fair
value measurements. Those disclosures are required for fair value
measurements that fall in either Level 2 or Level 3.
This Update also includes conforming amendments to the guidance on employers'
disclosures about postretirement benefit plan assets (Subtopic 715-20). The
conforming amendments to Subtopic 715-20 change the terminology from MAJOR
CATEGORIES of assets to CLASSES of assets and provide a cross reference to the
guidance in Subtopic 820-10 on how to determine appropriate classes to present
fair value disclosures. The new disclosures and clarifications of existing
disclosures are effective for interim and annual reporting periods beginning
after December 15, 2009, except for the disclosures about purchases, sales,
issuances, and settlements in the roll forward of activity in Level 3 fair value
measurements. Those disclosures are effective for fiscal years beginning after
December 15, 2010, and for interim periods within those fiscal years.
In February 2010, the FASB issued the FASB Accounting Standards Update No.
2010-09 "SUBSEQUENT EVENTS (TOPIC 855) AMENDMENTS TO CERTAIN RECOGNITION AND
DISCLOSURE REQUIREMENTS", which provides amendments to Subtopic 855-10 as
follows:
1. An entity that either (a) is an SEC filer or(b) is a conduit bond
obligor for conduit debt securities that are traded in a public market
(a domestic or foreign stock exchange or an over-the-counter market,
including local or regional markets) is required to evaluate
subsequent events through the date that the financial statements are
issued. If an entity meets neither of those criteria, then it should
evaluate subsequent events through the date the financial statements
are available to be issued.
2. An entity that is an SEC filer is not required to disclose the date
through which subsequent events have been evaluated. This change
alleviates potential conflicts between Subtopic 855-10 and the SEC's
requirements.
3. The scope of the reissuance disclosure requirements is refined to
include revised financial statements only. The term REVISED FINANCIAL
STATEMENTS is added to the glossary of Topic 855. Revised financial
statements include financial statements revised either as a result of
correction of an error or retrospective application of U.S. generally
accepted accounting principles.
All of the amendments in this Update are effective upon issuance of the final
Update, except for the use of the issued date for conduit debt obligors. That
amendment is effective for interim or annual periods ending after June 15, 2010.
13
In April 2010, the FASB issued the FASB Accounting Standards Update No. 2010-17
"REVENUE RECOGNITION -- MILESTONE METHOD (TOPIC 605) MILESTONE METHOD OF REVENUE
RECOGNITION", which provides guidance on the criteria that should be met for
determining whether the milestone method of revenue recognition is appropriate.
A vendor can recognize consideration that is contingent upon achievement of a
milestone in its entirety as revenue in the period in which the milestone is
achieved only if the milestone meets all criteria to be considered substantive.
Determining whether a milestone is substantive is a matter of judgment made at
the inception of the arrangement. The following criteria must be met for a
milestone to be considered substantive. The consideration earned by achieving
the milestone should:
1. Be commensurate with either of the following:
a. The vendor's performance to achieve the milestone
b. The enhancement of the value of the item delivered as a result of
a specific outcome resulting from the vendor's performance to
achieve the milestone
2. Relate solely to past performance
3. Be reasonable relative to all deliverables and payment terms in the
arrangement.
A milestone should be considered substantive in its entirety. An individual
milestone may not be bifurcated. An arrangement may include more than one
milestone, and each milestone should be evaluated separately to determine
whether the milestone is substantive. Accordingly, an arrangement may contain
both substantive and nonsubstantive milestones.
A vendor's decision to use the milestone method of revenue recognition for
transactions within the scope of the amendments in this Update is a policy
election. Other proportional revenue recognition methods also may be applied as
long as the application of those other methods does not result in the
recognition of consideration in its entirety in the period the milestone is
achieved.
A vendor that is affected by the amendments in this Update is required to
provide all of the following disclosures:
1. A description of the overall arrangement
2. A description of each milestone and related contingent consideration
3. A determination of whether each milestone is considered substantive
4. The factors that the entity considered in determining whether the
milestone or milestones are substantive
5. The amount of consideration recognized during the period for the
milestone or milestones.
The amendments in this Update are effective on a prospective basis for
milestones achieved in fiscal years, and interim periods within those years,
beginning on or after June 15, 2010. Early adoption is permitted. If a vendor
elects early adoption and the period of adoption is not the beginning of the
entity's fiscal year, the entity should apply the amendments retrospectively
from the beginning of the year of adoption. Additionally, a vendor electing
early adoption should disclose the following information at a minimum for all
previously reported interim periods in the fiscal year of adoption:
1. Revenue
2. Income before income taxes
3. Net income
4. Earnings per share
5. The effect of the change for the captions presented.
A vendor may elect, but is not required, to adopt the amendments in this Update
retrospectively for all prior periods.
14
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 consolidated 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 $67,447 at June 30, 2010, a net loss from operations of
$1,867 and net cash used in operations of $3,902 for the interim period ended
June 30, 2010, respectively, with no revenues earned since inception.
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 generate sufficient 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 occurred after the balance sheet date
through the date these financial statements were issued. The Management of the
Company determined that there were no reportable events that occurred during
that subsequent period to be disclosed or recorded.
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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
2011. If we are unable to generate revenues in fiscal year 2011 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, 2010.
EXPENSES
Our expenses for the three months ended June 30, 2010 and 2009 were $1,867 and
$20,076 and since our inception were $67,447. These expenses were comprised
primarily of general and administrative, and legal and accounting expenses, as
well as banking fees.
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NET INCOME (LOSS)
Our net loss for the three months ended June 30, 2010 and 2009 was $1,867 and
$20,076. During the period from May 21, 2007 (date of inception) through June
30, 2010, we incurred a net loss of $67,447. 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 June 30, 2010, reflects assets of $341. 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.
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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, 2010 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, 2010.
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 December 31, 2010. Additionally, we plan to test our updated
controls and remediate our deficiencies by December 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.
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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 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.
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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 23, 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 August 23, 2010
------------------------------ and Director
Mohanad Shurrab
21