(Former
Name, Former Address and Former Fiscal Year, if changed since last
report)
Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ý
No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer,""accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer o
Accelerated
filer o
Non-accelerated
filer o
(Do
not check if a smaller
reporting
company)
Smaller
reporting company ý
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
Consolidated
Statements of Operations for the three and nine months ended June 30, 2009
and 2008 (unaudited)
4
Consolidated
Statements of Cash Flows for the nine months ended June 30, 2009 and 2008
(unaudited)
5
Notes
to the Unaudited Consolidated Financial Statements
6
Item
2.
Management's
Discussion and Analysis or Plan of Operation
11
Item
3.
Management's
Quantitative and Qualitative Disclosures About Market Risk
Item
4T.
Controls
and Procedures
12
PART
II. OTHER INFORMATION
Item 1A.
Risk
Factors
13
Item
6.
Exhibits
13
Signatures
14
FORWARD-LOOKING
STATEMENTS
Certain
statements made in this Quarterly Report on Form 10-Q are "forward-looking
statements" regarding the plans and objectives of management for future
operations and market trends and expectations. Such statements involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. Our
plans and objectives are based, in part, on assumptions involving the continued
expansion of our business. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Although we believe that our assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the forward-looking statements
included in this report will prove to be accurate. In light of the significant
statements included herein, the inclusion of such information should not be
regarded as a representation by us or any other person that our objectives and
plans will be achieved. We undertake no obligation to revise or update publicly
any forward-looking statements for any reason. The terms "we", "our", "us", or
any derivative thereof, as used herein refer to Genio Group, Inc., a Delaware
corporation, and its predecessors.
The
accompanying unaudited condensed consolidated financial statements of Genio
Group, Inc. ("Genio" or the "Company") included herein have been prepared in
accordance with generally accepted accounting principles for interim period
reporting in conjunction with the instructions to Form 10-Q. Accordingly, these
statements do not include all of the information required by generally accepted
accounting principles for annual financial statements, and are subject to
year-end adjustments. In the opinion of management, all known adjustments
(consisting of normal recurring accruals and reserves) necessary to present
fairly the financial position, results of operations and cash flows for the
three and nine month periods ended June 30,2009 have been included. The interim
statements should be read in conjunction with the financial statements and
related notes included in the Company's annual report on Form 10-KSB for the
year ended September 30, 2008.
The
financial statements set forth herein represent the operations of Genio Group,
Inc. and its subsidiaries for the three and nine month periods ending June 30,2009. The operating results for the three and nine months ended June 30, 2009
are not necessarily indicative of the results to be expected for the full
year.
NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Prior
to the year ended September 30, 2005, the business of the Company ceased all
operations and terminated all of its employees. One of the directors was
appointed as the acting CEO and CFO of the Company in order to orchestrate an
orderly liquidation of the Company's assets and seek settlement agreements with
the creditors and to find a merger candidate for the company and new lines of
business to engage in.
We are a
developmental corporation that is developing innovative lifestyle brands for the
Generation-Y demographic. Our focus is on marketing products for the beverage,
apparel and general merchandise categories where we can achieve a clear and
authentic market position. We target consumers who live a lifestyle filled
with high style, artistic edge and a demand for the best and participate in
current trends through premium products that embody the values and aspirations
of the Millennial generation & beyond. In addition to organic growth,
we will grow via acquisition of new brands, or partnership with existing brands,
to bolster our beverage, apparel and lifestyle merchandise business lines
serving our Millennial trendsetter focused strategies.
One of
our product companies, EntMark Partners, assist the entertainment industry in
marketing specific projects and events. EntMark Partners mission is to empower
small and large artists and companies with the ability to optimize the revenue
they make from individual events through interaction via cellphone messaging. By
utilizing their Cell Phone Text Based Contest Program, we can enable artists and
event organizers to reach their fan base daily on a broader and yet more focused
basis.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has incurred net
losses of ($567,750) and $(210,818) for the nine months ended June 30, 2009 and
2008, respectively. Additionally, the Company had a net working capital
deficiency and a shareholders' deficiency at June 30, 2009 and no cash flow from
operations for the nine months ended June 30, 2009 and negative cash flow from
operations for the nine months ended June 30, 2008. The Company is in default
under its line of credit. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
Management
expects to incur additional losses in the foreseeable future and recognizes the
need to raise capital to remain viable. The accompanying consolidated financial
statements do not include any adjustments that might be necessary should the
Company be unable to continue as a going concern.
STOCK
OPTIONS AND WARRANTS
The
Company adopted Statement of Financial Accounting Standards (SFAS) 123R,
Share-Based Payment. Under this application, the Company is required to record
compensation expense using a fair-value-based measurement method for all awards
granted after the date of adoption and for the unvested portion of previously
granted awards that remain outstanding at the date of adoption. Per the
provisions of SFAS No. 123R, the Company has adopted the policy to recognize
compensation expense on a straight-line attribution method.
The
Company had no issuances of stock options or warrants in the past two years, nor
have any such prior issued options or warrants vest in the past two
years.
FAIR
VALUE OF FINANCIAL INSTRUMENTS
Due
to the distressed financial position of the Company it is not practical to fair
value the carrying amounts of debt to the estimated approximate fair value at
this time.
USE OF
ESTIMATES
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
which affect the reporting of assets and liabilities as of the dates of the
financial statements and revenues and expenses during the reporting period.
These estimates primarily relate to the deferred tax asset and debt valuations.
Actual results could differ from these estimates.
In
December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business
Combinations. This Statement replaces FASB Statement No. 141, Business
Combinations. This Statement retains the fundamental requirements in Statement
141 that the acquisition method of accounting (which Statement 141 called the
purchase method) be used for all business combinations and for an acquirer to be
identified for each business combination. This Statement defines the acquirer as
the entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as the date that the acquirer
achieves control. This Statement's scope is broader than that of Statement 141,
which applied only to business combinations in which control was obtained by
transferring consideration. By applying the same method of accounting—the
acquisition method—to all transactions and other events in which one entity
obtains control over one or more other businesses, this Statement improves the
comparability of the information about business combinations provided in
financial reports.
This
Statement requires an acquirer to recognize the assets acquired, the liabilities
assumed, and any non-controlling interest in the acquiree at the acquisition
date, measured at their fair values as of that date, with limited exceptions
specified in the Statement. That replaces Statement 141's cost-allocation
process, which required the cost of an acquisition to be allocated to the
individual assets acquired and liabilities assumed based on their estimated fair
values.
This
Statement applies to all transactions or other events in which an entity (the
acquirer) obtains control of one or more businesses (the acquirer), including
those sometimes referred to as "true mergers" or "mergers of equals" and
combinations achieved without the transfer of consideration, for example, by
contract alone or through the lapse of minority veto rights. This Statement
applies to all business entities, including mutual entities that previously used
the pooling-of-interests method of accounting for some business combinations. It
does not apply to: (a) The formation of a joint venture, (b) The acquisition of
an asset or a group of assets that does not constitute a business, (c) A
combination between entities or businesses under common control, (d) A
combination between not-for-profit organizations or the acquisition of a
for-profit business by a not-for-profit organization.
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. Management believes this Statement will have no impact on the
financial statements of the Company once adopted.
FASB 165
– Subsequent Events
In May
2009, Statement of Financial Accounting Standards No. 165 – Subsequent Events
was issued. The objective of this Statement is to establish general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. In
accordance with this Statement, an entity should apply the requirements to
interim or annual financial periods ending after June 15, 2009. Management has
adopted this new standard with the filing of the second quarter interim
financial statements. The adoption of this new standard is not expected to have
a material impact on the financial statements of the Company.
In July
2009, the FASB, in an effort to codify all authoritative accounting guidance
related to a particular topic in a single place, issued Statement of Financial
Account Standards No. 168, "The FASB Accounting Standard Codification and the
Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB
Statement No. 162" ("SFAS No. 168"). It replaces the U.S. generally
accepted accounting principles ("U.S. GAAP") hierarchy created by Statement
of Financial Accounting Standards No. 162, "The Hierarchy of Generally
Accepted Accounting Principles," by establishing only two levels of generally
accepted accounting principles: authoritative and non authoritative. All
authoritative guidance will carry the same level of authority. The statement is
effective for financial statements issued for interim and annual periods ending
after September 15, 2009. The adoption of SFAS No. 168 is not expected to
have a material effect on our results of operations.
All other
new accounting pronouncements issued but not yet effective, have been deemed not
to be relevant to the Company and are not expected to have any impact once
adopted.
The Company made a number of short term
loans to Bong Spirit Imports, LLC. Approximately $165,000 of the loans have an
interest rate of 10% per annum and mature on October 15, 2009. The remaining
$36,176 of the loans have an interest rate of 10% per annum and matured on July15, 2009. The loans for $36,176 have been extended to September 30,2009. These loans are secured by a security agreement in the
equipment, fixtures, inventory and accounts receivable of Bong Spirit Imports,
LLC. Due to uncertainty concerning the priority of the security interest, the
Company has fully reserved these notes as of June 30, 2009.
NOTE 4 -
CONVERTIBLE DEBENTURES AND OTHER - SUBSTANTIALLY ALL SUCH DEBT IS IN DEFAULT AS
OF JANUARY 1, 2006.
The
Company has authorized and sold $2,650,000 of 8% convertible debenture due
December 31, 2006 (debentures). The Company has received $2,400,000. The balance
of $350,000 is to be received at an indeterminate date. Interest is payable
quarterly in arrears, at the Company's option, in cash or shares of Company
common stock. The Company is required to provide the debenture holders with 20
days prior written notice of the Company's election to issue common stock in
lieu of cash. Interest to date has never been paid and the liability has been
accrued. There is a late fee of 18% on the unpaid interest.
The
debentures are convertible into shares of Company common stock at a fixed
conversion price of $0.0075 per share except for $100,000, which is convertible
into shares of the Company's common stock at $0.25 per share. The terms of the
debentures prohibit conversion if it would result in the holder, together with
its affiliates, beneficially owning in excess of 9.99% of outstanding shares of
the Company's common stock. A holder may waive the 9.99% limitation
upon 61 days prior written notice to the Company.
The
debentures provide for a prepayment penalty in the amount of 120% of
principal.
One
debenture holder has the right to appoint such number of directors of the
Company as will constitute a majority of the Board of Directors. This right
expires when the outstanding debentures have been fully converted or paid in
full.
In
conjunction with the sale of the debentures, 2,850,000 warrants (warrants) were
issued to purchase shares of common stock of the Company. The warrants are
exercisable through July 14, 2009. The exercise prices of the warrant are as
follows: 750,000 at $0.0125 per share; 1,980,000 at $0.025 per share; 60,000 at
$0.80 per share; and 60,000 at $1.00 per share. The term of the warrants
prohibits the exercise of the warrants to the extent that exercise of the
warrants would result in the holder, together with its affiliates, beneficially
owning in excess of 9.99% of outstanding shares of the Company's
common
stock. A holder may waive the 9.99% limitation upon 61 days prior written notice
to the Company.
The
Company has granted registration rights to the debenture holders which require
the Company to file a registration statement with the Securities and Exchange
Commission covering the shares of common stock issuable upon conversion of the
debentures and exercise of the warrants. The registration of the securities is
to coincide with the date of the conversion of the debentures and the exercise
of the warrants.
Conversion
of the debentures and/or exercise of the warrants is at the option of the
holders. Accordingly, any beneficial conversion features will be accounted for
upon valuation of such equity rights, but will be limited to the principal
amount of such debentures.
The
conversion of all of the debentures and exercise of all of the warrants would
result in the issuance of approximately an additional 300,000,000 shares of
common stock which would represent 85% of the Company's then issued and
outstanding shares. The number of authorized shares of the Company common stock
would have to be increased by approximately 160,000,000 shares to accommodate
the conversion of the debentures and the exercise of the warrants in
full.
LINE OF CREDIT
On
May 4, 2004the Company entered into a loan and security agreement with IIG
Capital, LLC, as agent for IIG Trade Opportunities Fund N.V., as lender. The
negotiated outstanding balance under the line of credit at March 31, 2008 was
$150,000.
The
Company is in default under this agreement. In December 2005, the Company agreed
to settled its debt to IIG by the immediate payment of $50,000 in cash, the
issuance of a $25,000 note due on March 31, 2006 and the conversion of
approximately $125,000 of past due fees and interest into a convertible
debenture on terms similar to those of the Company's other convertible
debentures. As of June 30, 2009, the note and the debentures have not been
issued.
NOTE 5 -
CONVERTIBLE DEBENTURES – NEWLY ISSUED
During
the period ended June 30, 2009, the Company issued $775,000.00 of Series A 8%
convertible debentures. The Series A debentures are due and payable
on the earlier of (a) six months from the date of issuance or (b)
when such amounts are declared due and payable by the holder or automatically
due and payable upon or after an event of default (as defined in the debenture).
Each debenture is convertible into a number of shares of Company common stock
equal to the amount of debenture divided by the conversion price of $0.75,
subject to adjustment in the event of a stock split or subdivision.
NOTE 6 –
EQUITY TRANSACTIONS
During
May 2009, Convertible debenture holders converted $333,750 of principal for
44,500,000 shares of common stock.
NOTE
7 - OTHER EVENTS
The
Company entered into a one year consulting service agreement with an entity
owned by its Chief Executive Officer for consulting services. This agreement
provides for monthly compensation of $10,000. , is secured by a demand
promissory note issued by the Company, with interest at 10% per annum. Further,
the Company agreed to grant and deliver 5 million shares of Company common stock
as a non refundable retainer fee.
The
Company entered into a consulting services agreement with an individual for a
twelve month period commencing April 1, 2009. This agreement provides for
monthly payments to the consultant of $7,500. and reimbursement of
expenses.
In
January l 2009, the Company acquired the start up enterprise Entmark
Partners, LLC, a company engaged in SMS text message advertising and
marketing. Consideration for the acquisition was the assumption of
certain liabilities of Entmark Partners, LLC.
The
Company reached a tentative agreement to acquire the business and operations of
Millennium Prime Inc. a company engaged in the lifestyle branding and marketing
of spirits.
NOTE 8 –
SUBSEQUENT EVENTS
On July26, 2009, a definitive proxy was filed, disclosing stockholders holding a
majority of our outstanding voting common stock, par value $0.0001 per share
(“Common Stock”) have executed written consents in lieu of a meeting to approve
amendments to our Certificate of Incorporation to:
(i)
Change
our corporate name from “Genio Group, Inc.” to “Millennium Prime, Inc.”
(the “Name Change”);
(ii)
increase
our authorized common stock from Two Hundred Million (200,000,000) shares
of common stock, par value $0.0001, to Two Hundred Fifty Million
(250,000,000) shares of Common Stock, par value $0.0001 per
share;
(iii)
authorize
Ten Million (10,000,000) shares of preferred stock, par value $1.00 per
share, the voting powers, designations, preferences and other special
rights, and qualifications, limitations and restrictions of which may be
established from time to time by the Board of Directors of the Company
without approval of the holders of our Common Stock and which may be
issued in one or more series, and provide for the creation of One Million
(1,000,000) shares of Series A Preferred stock with the rights and
preferences including the right of each issued and outstanding Series A
Preferred share shall be entitled to the number of votes equal to the
result of: (i) the number of shares of our common stock issued and
outstanding at the time of such vote multiplied by 2.33334; divided by
(ii) the total number of Series A Preferred shares issued and outstanding
at the time of such vote, at each meeting of our shareholders of the
Company with respect to any and all matters presented to our shareholders;
and
(iv)
effect
a reverse stock split in the amount of Two Thousand (2,000) shares of
common stock, par value $0.0001 per share, for One (1) share of post
reverse stock split common stock, par value $0.0001 per
share.
10
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The
following contains forward-looking statements based on current expectations,
estimates and projections about our industry, management's beliefs, and
assumptions made by management. All statements, trends, analyses and other
information contained in this report relative to trends in our financial
condition and liquidity, as well as other statements, including, but not limited
to, words such as "anticipate,""believe,""plan,""intend,""expect,""predict," and other similar expressions constitute those statements. These
statements are not guarantees of future performance and are subject to risks and
uncertainties that are difficult to predict. Accordingly, actual results may
differ materially from those anticipated or expressed in the
statements.
OVERVIEW
During
the month of January 2005 our Board of Directors determined to wind down the
company's operations as conducted. At that time, we released all of our
employees other than our Chief Executive Officer. We are currently in the
process of finalizing our merger with Millennium Prime, Inc .
The
current focus of the Company is as a developmental corporation that is
developing innovative lifestyle brands for the Generation-Y demographic. Our
focus is on marketing products for the beverage, apparel and general merchandise
categories where we can achieve a clear and authentic market position. We
target consumers who live a lifestyle filled with high style, artistic edge and
a demand for the best and participate in current trends through premium products
that embody the values and aspirations of the Millennial generation &
beyond. In addition to organic growth, we will grow via acquisition of new
brands, or partnership with existing brands, to bolster our beverage, apparel
and lifestyle merchandise business lines serving our Millennial trendsetter
focused strategies.
We intend
to create a cultural connection with our customers and offer lifestyle
participation to our consumers and our brands via the physical as well as the
virtual world (internet, web, facebook, twitter, mobile, etc).
RESULTS
OF OPERATIONS
Because
we have not had any material business operations, other then the financing of
Bong Spirit Imports, LLC. , since the quarter ended December 31, 2004, we did
not have any revenues during the three and nine month periods ended June 30,2009 and 2008.
Total
expenses for the three months ended June 30, 2009 and 2008 were $367,713 and
$70,016, respectively consisting of general and administrative expense and
interest expense. Interest expense for the three months ended June 30, 2009 and
2008 was $78,086 and $70,016, respectively, related to the convertible
debentures. Due to uncertainty concerning the priority of the security interest
in the Bong Spirit Imports LLC, the Company has fully reserved these notes as of
June 30, 2009.
Total
expenses for the nine months ended June 30, 2009 and 2008 were $567,750 and
$210,818, respectively, consisting of general and administrative expense and
interest expense. Interest expense for the nine months ended June 30, 2009 and
2008 was $218,179 and $210,818, respectively, related to the convertible
debentures. Due to uncertainty concerning the priority of the security interest
in the Bong Spirit Imports LLC, the Company has fully reserved these notes as of
June 30, 2009
LIQUIDITY
AND CAPITAL RESOURCES
Convertible
debt in the amount of $2,066,250 is in default as of January 1,2006. As of June 30, 2009, we had $542,220 in cash and cash
equivalents. Net cash used in operations for the nine months ended June 30, 2009
was $280,380 consisting of a net loss of $(567,750) offset by an increase in
accounts payable and accrued expenses of $287,370. The Company issued
$775,000. in Series A 8% convertible debentures during the period ended June 30,2009. The Company invested $201,176 in notes receivable during the period ended
June 30, 2009.
11
At
June 30, 2009 we had total assets of $542,220 and an accumulated deficit of
$20,384,183 and the report from our independent registered public accounting
firm on our audited financial statements at September 30, 2008 contains an
explanatory paragraph regarding doubt as to our ability to continue as a going
concern as a result of our significant recurring losses from operations since
inception. As discussed earlier in this report, in the beginning of
fiscal year 2005 we terminated our business operations and are now seeking to
acquire assets or shares of an entity actively engaged in a business which
generates revenues, or has the potential to generate revenues, in exchange for
our securities. We cannot predict when, if ever, we will be successful in
implementing this plan and, accordingly, we may be required to cease operations
at any time. We do not have sufficient working capital to pay our operating
costs for the next 12 months. We will require additional funds to pay our legal,
accounting and other fees associated with the company and our filing obligations
under federal securities laws, as well as to pay our other accounts payable
generated in the ordinary course of our business. We will also need funds to
satisfy the approximate $5.3 million of obligations on our balance sheet at June30, 2009. We have no commitments from any party to provide such funds to us
except for the convertible debentures. If we are unable to obtain additional
capital as necessary, until such time as we are able to conclude a business
combination, we will be unable to satisfy our obligations and otherwise continue
to meet our reporting obligations under federal securities laws. In that event,
our stock would no longer be quoted on the OTC Bulletin Board and our ability to
consummate a business combination upon terms and conditions which would be
beneficial to our existing stockholders would be adversely
affected.
OFF-BALANCE
SHEET ARRANGEMENTS
We
had no off-balance sheet arrangements as of June 30, 2009.
ITEM 4
.. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls
and Procedures. We maintain “disclosure controls and procedures” as such
term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In
designing and evaluating our disclosure controls and procedures, our management
recognized that disclosure controls and procedures, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of disclosure controls and procedures are met. Additionally, in
designing disclosure controls and procedures, our management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible disclosure controls and procedures. The design of any disclosure
controls and procedures is also based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future
conditions.
Our sole
Chief Executive Officer and Chief Financial Officer who serves as our principal
financial and accounting officer, have evaluated the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
report. Based on such evaluation, and as discussed in greater detail below, our
Chief Executive Officer and Chief Financial Officer have concluded that, as of
the end of the period covered by this report, our disclosure controls and
procedures were not effective:
• to
give reasonable assurance that the information required to be disclosed by us in
reports that we file under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms, and
• to
ensure that information required to be disclosed in the reports that we file or
submit under the Securities Exchange Act of 1934 is accumulated and communicated
to our management, including our CEO and our Treasurer, to allow timely
decisions regarding required disclosure.
During
the analysis of our internal controls at June 30, 2009 in connection with our
implementation of Section 404 of the Sarbanes-Oxley Act of 2002, we identified a
number of controls, the adoption of which are material to our internal control
environment and critical to providing reasonable assurance that any potential
errors could be detected. Our analysis identified control deficiencies related
to the start up of a new business venture or one time or first time
transactions. While we have taken certain remedial steps the recent three months
ended June 30, 2009 to correct these control deficiencies, we have an inadequate
number of personnel with the requisite expertise in generally accepted
accounting principles to ensure the proper application thereof. Due to the
nature of these material weaknesses in our internal control over financial
reporting, there is more than a remote likelihood that misstatements which could
be material to our annual or interim financial statements could occur that would
not be prevented or detected.
Changes in Internal
Control over Financial Reporting. There no other changes in our internal
control over financial reporting during our last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
12
PART II -
OTHER INFORMATION
ITEM
1A. RISK FACTORS
In
addition to the other information set forth in this report, you should carefully
consider the factors discussed under the caption “Risk Factors” in Part I, "Item
1. Description of Business" in our Annual Report on Form 10-KSB for the year
ended September 30, 2008 which could materially affect our business prospectd,
financial condition or future results. There have been no other material changes
during the quarter ended June 30, 2009 to the risk factors discussed in the
periodic report noted above.
ITEM
6. EXHIBITS
Exhibits:
Exhibit
No.
Description
31.1 Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive and Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
