<SEC-DOCUMENT>0001165527-12-001136.txt : 20121101
<SEC-HEADER>0001165527-12-001136.hdr.sgml : 20121101
<ACCEPTANCE-DATETIME>20121101114508
ACCESSION NUMBER: 0001165527-12-001136
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 6
CONFORMED PERIOD OF REPORT: 20101231
FILED AS OF DATE: 20121101
DATE AS OF CHANGE: 20121101
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Canadian Tactical Training Academy Inc.
CENTRAL INDEX KEY: 0001165639
STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040]
IRS NUMBER: 980361119
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31444
FILM NUMBER: 121172660
BUSINESS ADDRESS:
STREET 1: 7000 COTE DE LIESSE, SUITE #8
CITY: MONTREAL
STATE: A8
ZIP: H4T 1E7
BUSINESS PHONE: 514-373-8411
MAIL ADDRESS:
STREET 1: 7000 COTE DE LIESSE, SUITE #8
CITY: MONTREAL
STATE: A8
ZIP: H4T 1E7
FORMER COMPANY:
FORMER CONFORMED NAME: ALTUS EXPLORATIONS INC
DATE OF NAME CHANGE: 20020122
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>g6369.txt
<DESCRIPTION>ANNUAL REPORT FOR THE YEAR ENDED 12-31-10
<TEXT>
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2010
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to _________
[LOGO OF CANDIAN TACTICAL TRAINING ACADEMY INC.]
CANADIAN TACTICAL TRAINING ACADEMY INC.
(Name of small business issuer in its charter)
NEVADA 98-0361119
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7000 Chemin Cote de Liesse, Suite 8 Montreal, Quebec Canada H4T 1E7
(Address of principal executive offices) (Zip Code)
(514) 373-8411
Issuer's telephone number
Check whether the registrant (1) filed all reports required to be filed by
sections 13 or 15(d) of the Exchange Act 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 [ ]
Check whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filed [ ] Smaller reporting company [X]
Check whether the registrant is a shell company, as defined in Rule 12b-2 of the
Exchange Act. Yes [ ] No [ X]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of October 1, 2012 the
registrant's outstanding common stock consisted of 250,828,633 shares.
<PAGE>
CANADIAN TACTICAL TRAINING ACADEMEY INC.
Form 10-K
PART I
This annual report contains forward-looking statements as that term is defined
in the Private Securities Litigation Reform Act of 1995. These statements relate
to future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled "Risk Factors" that may cause our or our industry's actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.
Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles ("US GAAP"). In this annual report, unless otherwise specified, all
dollar amounts are expressed in United States dollars. All references to "common
shares" refer to the common shares in our capital stock.
As used in this annual report, the terms "we", "us", "our", and "CTTA" mean
Canadian Tactical Training Academy Inc., unless otherwise indicated.
ITEM 1. DESCRIPTION OF BUSINESS
COMPANY HISTORY
We were incorporated in the State of Nevada on November 2, 2001 under the name
Altus Explorations Inc. (Altus) as a company engaged in the acquisition and
exploration of oil and natural gas properties. The company has not been able to
secure sufficient financing to act on oil and gas investment opportunities as
they were identified. Therefore, we did very little business and showed very
limited activity, with no profitability. In September 2010 we chose to enter the
expanding field of training of peace and law enforcement officers as well as
other professionals involved in the fields of security and safety oriented
civilian training at both the individual and corporate levels. and entered into
an agreement, in principle, to purchase Canadian Tactical Training Academy Inc.
from UWD Unitas World Development Inc. ("UNITAS"), a private Canadian company.
We refer to this asset purchase transaction as the Acquisition. On October 1,
2010, Altus entered into a Share Exchange Agreement (the "Agreement") with UWD
Unitas World Development Inc. ("UWD"), a privately held Canadian incorporated
company. Pursuant to the Agreement, Altus issued 80,000,000 shares of common
stock for the acquisition of 450 shares of common stock of The Canadian Tactical
Training Academy Inc., representing 100% of the issued and outstanding shares of
common stock, which were held by UWD. Further, Altus changed its name to
Canadian Tactical Training Academy Inc. and increased the authorized share
capital from 40,000,000 to 250,000,000 shares of common stock and then further
from 250,000,000 to 450,000,000. The Company assumed the business Canadian
Tactical Training Academy Inc., which is the training of law enforcement,
security, investigation and protection for officers and individuals.
As a result of the Acquisition, we now own CTTA and have the right to exploit,
commercialize, and upgrade its training courses on a worldwide basis.
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To reflect the nature of our new business, we changed our corporate name on
November 4, 2010 from Altus Explorations Inc. to Canadian Tactical Training
Academy Inc. Our principal executive offices are now located at 7000 Chemin Cote
de Liesse, Suite 8, Montreal, Quebec, Canada H4T 1E7 and our telephone number is
(514) 373-8411.
ABOUT OUR CONTROLLING STOCKHOLDER
As a result of the Acquisition, and other transactions, UNITAS owns
approximately 47..8 % of our issued and outstanding common stock (as of October
1, 2012).. UNITAS, formed in 2006, is an International Risk Management and
Logistics firm whose safety-oriented, pro-active approach entails the special
guidance and instruction of experienced professionals from various disciplines
of both the public and private security worlds. UNITAS is a Canadian based
leader in the international security spectrum, strategically founded to act as
an umbrella organization for its sister companies, the Canadian Tactical
Training Academy and Specialized Security and Investigation Services (SSIS). Its
specialists have managed training programs as well as field security, protection
and investigative operations on over fifty countries.
FIELD OF OPERATIONS AND CORPORATE MISSION
The CANADIAN TACTICAL TRAINING ACADEMY (CTTA) is an educational organization
devoted to the training of Law Enforcement, security, investigation, protection
officers and all those who dedicate themselves to maintaining peace. The Academy
also provides tailored security and safety-oriented civilian training at both
the individual and/or corporate levels.
We offer recognized tactical training programs of the highest level, as well as
specialized programs for the fields of Intelligence and Investigation, Executive
Protection and both Public and Private Security and Safety.
Above and beyond the quality of its training programs, the strength of an
academy resides in the competency and capabilities of its instructors. Our
instructors are very carefully selected and have proven their superior skills in
both the field and classroom before they are entrusted the guidance and
professional development of our students.
Our Mission is to facilitate professional training and operational objectives by
offering the tools and guidance required to enhance careers and ensure the
survival of its participants. CTTA offers specialized programs such as:
Executive Protection, Investigation and Surveillance, Rapid Integrated Survival
Kombat (RISK) System, Tactical Firearms, Handcuffing, Airport and Airline
Security (IATA and ICAO standards), Ports Facilities and Maritime Security (ISPS
Code), Basic SWAT Techniques, Corporate Safety Awareness, and much more. Our
civilian training programs are recognized by numerous notable corporations, and
our instructors are proud members of several prestigious law enforcement and
security associations.
OUR COURSES
INTERNATIONAL EXECUTIVE PROTECTION
The field of executive protection is considered in this day and age, to be a
specialization in which the participants must be well trained, seasoned
individuals. Although certain participants act alone on behalf of a private
client, it is usually the charge of specialized units within private security
and police services, or military personnel. This program offers the participants
the opportunity to acquire the fundamentals of a personal protection, as well as
the aspects related to the protection of individuals in foreign countries.
Clients include but are not limited to; Presidential Security Forces, Royal
Protection, Diplomatic Protection, Public and Private Executive Protection.
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Executive Protection Details: (7 DAYS)
* Threat assessment and risk management
* Advance work and convoy planning
* Protective escorts (1, 2, and multiple officers)
* Surveillance and counter-surveillance
* Defensive tactics for protection officers
Protective Driving Techniques: (3 DAYS)
* Defensive driving (accident avoidance)
* Offensive driving (ambush avoidance, ramming, J-turns)
Tactical Shooting for Protection Officers: (3 DAYS)
* Shooting from protective escort positions
* Engaging multiple targets
* Shooting from moving vehicles
PRIVATE INTELLIGENCE, INVESTIGATIONS AND ELECTRONIC SECURITY
The Intelligence, Investigation and Electronic Security fields in today's world
have greatly increased in complexity. The increase in cases of fraud and theft
at the corporate level has resulted in an increase demand for quality trained
private sector investigators to assist in the prevention and detection of these
so called "victimless crimes". The goal of this program is to train our students
at a level that surpasses today's standards ensuring a successful career as
private sector investigators.
Clients include but are not limited to; Public and Private Security Forces,
Petroleum Corporations, Financial Institutions, Insurance Corporations, Etc.
Investigative Officer: (7 DAYS)
* Interview and interrogations techniques
* Intelligence gathering
* Use of actionable intelligence
* Electronic counter-measures
* Ethical hacking
* Under-cover operations
Surveillance Techniques: (3 DAYS)
* Vehicle and foot surveillance techniques
* Counter-surveillance techniques
* Electronic surveillance
* Use of covert cameras
* Collection of field intelligence
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PHYSICAL SECURITY AND PROTECTION OF INFRASTRUCTURES
The protection of buildings and infrastructures is a field in which many
security regulations are implemented. In the execution of their functions, a
security officer must be able to identify potential risks related to the
protection of people and property. They require the capability to prevent
emergencies whenever possible but the ability to react quickly and
professionally when an emergency presents itself. This programme aims to prepare
the student to ensure the safety of people, property and information. It offers
a solid overview of the changes having occurred in both the private and public
security worlds during the last few years, allowing for a more realistic look at
solutions that incorporate specific building codes and regulations and the use
of appropriate security equipment when needed (electronic and mechanical).
Clients include but are not limited to; Public and Private Security Forces,
Petroleum Corporations, Financial Institutions, Insurance Corporations, Etc.
Professional Security Manager: (7 DAYS)
* Managing security operations
* Terrorism and emergency installations
* Conducting vulnerability security audits
* Emergency measures and crisis intervention
* Emergency contingency planning
Security and Protection Operations: (3 DAYS)
* Access control and perimeter protection
* Protecting high risk installations (pipelines, refineries, nuclear
power plants)
* Vehicle and foot patrol techniques
* Crime prevention and counter-terrorism measures
AIRPORT AND AIRLINE SECURITY
Security forces play a very important role in emergency management as well as in
the daily operations of any airport and/or airline. A safety department's
ability to successfully deal with a crisis situation depends directly upon the
preparedness of its officers. In this day and age, the field of airport and
airline security is considered to be a specialization for which officers must
combine both proper training and pertinent experience. Although some officers
represent private entities, generally this is a service carried out under the
supervision of a government entity. This training offers the participant the
opportunity of acquiring the fundamental notions and necessary instruction from
experts in the fields of Airport and Airline Protection, having operated both
locally and internationally.
Clients include but are not limited to; Public and Private Security Forces,
Airport Authorities, Airlines, Cargo Carriers, Etc.
Airport Security Operations: (7 DAYS)
* ICAO and IATA security standards
* Perimeter protection and access control
* Protecting public areas (parking, ticket counters, restaurants, shops,
restrooms, etc.)
* Protecting restricted areas (lounges, restaurants, duty-free shops,
Restrooms, etc.)
* Vehicle and pedestrian patrols, (public and restricted areas)
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Airline Security Operations: (5 DAYS)
* ICAO and IATA security standards
* Passenger profiling
* Passenger and employee screening
* Dealing with unruly passengers
* Cargo, courier and mail security
PORT FACILITIES AND MARITIME SECURITY
The protection of port facilities and ships at sea is a growing concern, mainly
because of the risks of piracy and/or terrorism. The ISPS Code introduced as an
amendment to the SOLAS convention of 1974, is a perfect example of regulatory
attempts to help the cause. Professionals working in this industry require
specialized training regarding the safety and security of port facilities, and
modern day understanding on how to best deal with issues such as the smuggling
of Guns, Drugs, Money, Humans, and inevitably, Piracy towards vessels.
Clients include but are not limited to; Public and Private Security Forces, Port
Authorities, Cruise-Liners, Cargo Vessel Fleet Operators, Etc.
Ports Facilities Security Officer: (7 DAYS)
* ISPS code standards and the IMO
* International jurisdiction and regulations
* Perimeter protection and access control
* Protecting public and restricted areas (parking, ticket counters,
container yards, etc.)
* Vehicle and pedestrian patrols, (public and restricted areas)
Ship Safety Officer: (5 DAYS)
* ISPS Code Standards and the IMO
* International jurisdiction and regulations
* On vessel protection methods
* Anti-piracy procedures and protocols
* Crisis intervention and counter-terrorism measures
HIGH RISK CONVOY PROTECTION
In this day and age, the High Risk Convoy Protection Industry is considered to
be a specialization for which officers must combine both proper Security
training and pertinent Transport experience. Although some High Risk Convoy
Protection officers represent private security, police and/or military forces
under special circumstances. This training offers the participant the
opportunity of acquiring the fundamental notions and necessary instruction from
experts in the fields of High Risk Convoy Protection and Specialized Escorts,
having operated both locally and internationally.
Clients include but are not limited to; Public and Private Security Forces,
Transport Authorities, Rail Road Authorities, Land Cargo Fleet Operators, Etc.
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Protecting High Risk Convoys: (7 DAYS)
* Threat assessment and risk management
* Route surveys and convoy planning
* Protective escorts (1, 2, and multiple vehicles)
* Surveillance and counter-surveillance
* Driver coaching and guidance
Protective Driving Techniques: (3 DAYS)
* Defensive driving (accident avoidance)
* Offensive driving (ambush avoidance, ramming, J-turns)
Tactical Shooting for Convoy Protection Officers: (3 DAYS)
* Shooting from protective convoy positions
* Engaging multiple targets
* Shooting from moving vehicles
SPECIAL EVENTS AND OPERATIONS
Sometimes, law enforcement departments & the security industry can offer unusual
challenges requiring specialized methods and tactics and it is important to be
able to quickly and efficiently plan for these situations. The Special Events
and Operations division has the necessary flexibility to offer specific
solutions for any potential situation (local or international).
Clients include but are not limited to; Public and Private Security Forces,
Police Special Forces, Presidential Security Forces, Special Event Security
Forces, Riot Response Teams Etc.
Basic SWAT Operations: (7 DAYS)
* Hostage rescue tactics
* Tactical vehicle interceptions
* Stealth and dynamic room entries
* Active crime scene management
* High risk perimeter protection (pipelines, refineries, nuclear power
plants)
Special Event Security Management: (5 DAYS)
* Crowd control and riot management
* Access control and perimeter protection
* High profile VIP protection
Emergency Response Operations: (3 DAYS)
* Counter-terrorism measures and response
* Protecting high risk installations (pipelines, refineries, nuclear
power plants)
* High risk recovery operations (land, air and sea)
* Counter-piracy tactical measures
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XTB (XTREME TACTICAL BATON)
* All Training can be tailored according to specific needs.
The XTB Baton Advantages over Other Impact Weapons
1. The certainty of the user's grip
2. The baton's speed of movement
3. The definite advantage of reach
4. The Dragon XTB baton's unique design
5. Natural balance and flow
6. The protection of the user's strong hand for blocking techniques
7. The simplicity of the techniques and ease of learning
8. The adoption of the Police Pressure Points System (PPPS)
9. Excellent for crowd control
Special Features of the Dragon XTB Quick Stick Baton
[X] Made of 100% virgin lightweight polycarbonate
[X] Force resistance of 5,200 lbs
[X] 100% made in Canada & Lifetime guarantee
R.I.S.K. DT SYSTEM
Rapid Integrated Survival Kombat System
DEFENSIVE TACTICS (DT)
The R.I.S.K. System is a highly effective combat system specifically developed
for law enforcement and security professionals. Based on human anatomy and
biomechanics, its effectiveness is due to the simplicity of both instinctive as
well as learned techniques. The objective of the R.I.S.K. Defensive Tactics
System is to train the participant in the various aspects of physical
confrontation so he can better defend himself in dealing with different types of
aggressors (unarmed, armed), and restrain an uncooperative individual while
performing an arrest.
This system prides itself in the effective use of recognized Use of Force
Continuums in order to avoid unnecessary liability issues for both the officer
and the department alike.
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Participants will acquire skills involving but not restricted to;
* Defense against strikes
* Efficient striking techniques
* Restraint techniques
* Ground control & handcuffing
* Ground defense
* Defense against edged weapons
* Handgun & long gun disarming
* Intervention in confined areas
R.I.S.K. CQT SYSTEM
Rapid Integrated Survival Kombat System
CLOSE QUARTER TACTICS (CQT)
The R.I.S.K. System, Close Quarter Battle, is a highly effective combat system
specifically developed for law enforcement, military and special intervention
forces. Close Quarter Battle (CQB) or Close Quarter Combat (CQC) is a type of
fighting in which small units engage the enemy with personal weapons at very
short range, potentially to the point of hand-to-hand combat or fighting with
hand weapons such as knives.
The objective of the R.I.S.K. CQB System is to train the participants in the
various aspects of life and death confrontation so they can better defend
themselves, individually or as part of a small team, when dealing with different
types of dangerous aggressors, all the while successfully completing the
operation at hand.
Participants will acquire skills involving but not restricted to;
* Unarmed survival combat.
* Transition from empty hands to handgun/long gun combat.
* Hand gun/long gun close combat techniques.
* Intervention in confined Areas.
* Defense against edged weapons.
* The use of a knife in combat.
* Ground combat with weapons.
* Handgun & long gun disarming.
* Small unit intervention.
COUNTER-TERRORISM
Seminars
According to the United States Federal Bureau of Investigations (FBI), TERRORISM
is the unlawful use of force or violence against persons or property to
intimidate or coerce a government, the civilian population or any segment
there-of, in furtherance of political or social objectives.
The Counter-Terrorism seminars offer participants both general and more specific
views on modern day terrorism. The objective is to shed light on terrorist
groups and their methods and philosophies, so that Security and Law Enforcement
professionals may identify the potential components and motivations at the
source of a criminal act, and establish a concrete comparative between terrorist
ideologies and preventative and protective measures within a given environment.
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Participants will be better prepared to analyze the present risks within a given
work environment and propose the appropriate defensive measures.
Participants will acquire skills involving but not restricted to;
* Definition and history of terrorism.
* Understanding terrorism.
* Terrorist groups and their signatures.
* Local, national and international terrorism.
* Psychological tools of the trade.
* Operational tools of the trade.
* Government legislation and terrorism.
* Terrorism and associated threats.
* Modern day tendencies.
* Societal consequences of terrorism.
* External influences on terrorism
* Statistical case studies
* Territorial protection and the importance of ports of entry (air,
maritime, land and railroad)
* Threat assessments in regards to terrorism (specific operational
environments)
* Implementation of the necessary counter measures.
CORPORATE SAFETY AND SECURITY TRAINING
Corporate Safety Awareness (3 hours)
The Corporate Safety Awareness Seminars are designed to prepare modern day
members of any corporate structure to face today's ever growing security
concerns. The objective of these seminars is to inform participants of the
present day dangers related to the worlds of business intelligence and corporate
espionage, theft of information, financial loss, brand protection, risk to
public reputation, fraud and internal theft. All of which are deemed to be
crucial issues affecting local and multi-national corporations in the global
society we now operate within. It is a matter of identifying corporate
vulnerabilities and portraying how best to address them.
Corporate Travel Safety Awareness (3 hours)
More and more corporate professionals in today's markets are faced with the
reality of a global clientele and therefore the need to travel. The Corporate
Travel Safety Awareness Seminars were designed to assist people in preparing
safe and successful business trips by guiding them through the development of
basic secure operational travel habits. Some destinations are vacation like, but
others may be amongst the HIGH RISK ZONES of the world and although the reasons
for which may vary, being prepared might save your life.
Customer Service Safety Awareness (3 hours)
Customer service has become nothing less than a science in the increasingly
complex society we live in today. These Safety Awareness Seminars are designed
to sensitize customer service employees and management alike, through
interactive exercises in a familiar working environment. The objective is to
create and promote safety oriented approaches to dealing with clients, both
cooperative and/or hostile, while teaching participants how to enhance and
maintain their safety by working together.
EMPLOYEES
At this time the Company has no full time employees. The new directors manage
the company without compensation. Unitas, the controlling shareholder is
providing office and support staff at no cost to the Company. The Company
intends to enter into a Management, Staffing, and Facilities contract in the
immediate future.
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The directors are fulfilling the following roles:
JOCELYN MOISAN, PRESIDENT
Chair the Board of Directors mandated to direct all strategic planning of both
local and international activities through the executive committee. Evaluate and
negotiate the implementation of security based requirements for homeland and
foreign, governmental and non-governmental clientele.
JOHN FARINACCIO, EXECUTIVE VICE-PRESIDENT
Steer all strategic planning of both local and international activities through
the executive committee, oversee and advise the administrative and training
directorates in their daily operations and Chair the Board of Directors in the
absence of the President.
ANGELO M. MARINO, VICE-PRESIDENT OF OPERATIONS
Oversee all daily and special operations both locally and internationally
regarding Training and Business Development. Manage operational strategy
development, employee selection and discipline, project implementation and
customer satisfaction.
PURCHASE OR SALE OF EQUIPMENT
We do not intend to purchase any significant equipment over the twelve months.
ITEM 1A. RISK FACTORS
RISK FACTORS ASSOCIATED WITH OUR BUSINESS
You should carefully consider the risks and uncertainties described below and
the other information in this annual report. These are not the only risks we
face. Additional risks and uncertainties that we are not aware of or that we
currently deem immaterial also may impair our business. If any of the following
risks actually occur, our business, financial condition and operating results
could be materially adversely affected.
Much of the information included in this annual report includes or is based upon
estimates, projections or other "forward-looking statements".
Such forward-looking statements include any projections or estimates made by us
and our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions, or other future
performance suggested herein. We undertake no obligation to update
forward-looking statements to reflect events or circumstances occurring after
the date of such statements.
Such estimates, projections or other "forward-looking statements" involve
various risks and uncertainties as outlined below. Again, we caution readers of
this annual report that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward-looking statements". In evaluating us, our business and any
investment in our business, readers should carefully consider the following
factors.
WE HAVE A LIMITED OPERATING HISTORY.
We have a limited operating history upon which an evaluation of our future
prospects can be made. Our business history has been limited to oil and gas
exploration and recently to the emerging field of training law enforcement
personnel. Since inception, our operation has been generating losses and we
cannot give assurances that we will be successful in generating profits in the
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future. We are regarded as a new or start-up venture with all of the unforeseen
costs, expenses, problems, and difficulties to which such ventures are subject
to. We cannot give assurances that we will be able to raise the financing
necessary to maintain our current operation. Therefore, you may lose your entire
investment in us.
BECAUSE WE HAVE HISTORICALLY INCURRED LOSSES AND THESE LOSSES MAY INCREASE IN
THE FUTURE, WE MUST BEGIN GENERATING A PROFIT FROM OUR OPERATIONS. IF WE DO NOT
BEGIN GENERATING A PROFIT WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.
We have never been profitable. At December 31, 2010 we had working capital
deficit of $305,285.. If we do not obtain additional financing or begin
generating revenues within the next year, we will have to reduce or suspend or
operations. In order to become profitable, we will need to generate significant
revenues to offset our cost of revenues, sales and marketing, research and
development and general and administrative expenses. We may not achieve or
sustain our revenue or profit objectives and our losses may continue or increase
in the future in which case you might lose your investment.
WE HAVE A LIMITED OPERATING HISTORY AND IF WE ARE NOT SUCCESSFUL IN CONTINUING
TO GROW OUR BUSINESS, THEN WE MAY HAVE TO SCALE BACK OR EVEN CEASE OUR ONGOING
BUSINESS OPERATIONS.
We have no history of substantial revenues from operations. We have yet to
generate positive earnings and there can be no assurance that we will ever
operate profitably.. Our company has a limited operating history and our success
is significantly dependent on increased sales and new product offerings.
We will be subject to all the risks inherent in the establishment of a
developing enterprise and the uncertainties arising from the absence of a
significant operating history. We may be unable to increase sales or operate on
a profitable basis. We are in the development stage and potential investors
should be aware of the difficulties normally encountered by enterprises in the
development stage. If our business plan is not successful, and we are not able
to operate profitably, investors may lose some or all of their investment in our
company.
BECAUSE OF THE EARLY STAGE OF DEVELOPMENT AND THE NATURE OF OUR BUSINESS, OUR
SECURITIES ARE CONSIDERED HIGHLY SPECULATIVE.
Our securities must be considered highly speculative, generally because of the
nature of our business and the early stage of our development.. Since we have
not generated any revenues, we will have to raise additional monies through the
sale of our equity securities or debt in order to continue our business
operations.
OUR CONTROLLING STOCKHOLDER HAS SIGNIFICANT INFLUENCE OVER OUR CORPORATE
DECISIONS.
As of December 31, 2010 our controlling stockholder, UWD owned approximately 60%
of our issued and outstanding common stock. As a result, UWD is able to
significantly influence matters requiring approval of stockholders, including
the election of directors and the determination of significant corporate
actions. (As of October 1, 2012 UWD owned approximately 48% of our issued and
outstanding common stock.)
BECAUSE THE MARKET FOR OUR COMMON STOCK IS LIMITED, YOU MAY NOT BE ABLE TO
RESELL YOUR SHARES OF COMMON STOCK.
There is currently a limited trading market for our common stock. Our common
stock trades on the OTC Bulletin Board operated by the National Association of
Securities Dealers, Inc. under the symbol "CTTG." As a result, you may not be
able to resell your securities in open market transactions.
BECAUSE THE SEC IMPOSES ADDITIONAL SALES PRACTICE REQUIREMENTS ON BROKERS WHO
DEAL IN OUR SHARES THAT ARE PENNY STOCKS, SOME BROKERS MAY BE UNWILLING TO TRADE
THEM. THIS MEANS THAT YOU MAY HAVE DIFFICULTY IN RESELLING YOUR SHARES AND MAY
CAUSE THE PRICE OF THE SHARES TO DECLINE.
Our shares qualify as penny stocks and are covered by Section 15(g) of the
Securities Exchange Act of 1934, which imposes additional sales practice
requirements on broker/dealers who sell our securities in this offering or in
the aftermarket. In particular, prior to selling a penny stock, broker/dealers
must give the prospective customer a risk disclosure document that: contains a
description of the nature and level of risk in the market for penny stocks in
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both public offerings and secondary trading; contains a description of the
broker/dealers' duties to the customer and of the rights and remedies available
to the customer with respect to violations of such duties or other requirements
of Federal securities laws; contains a brief, clear, narrative description of a
dealer market, including "bid" and "ask" prices for penny stocks and the
significance of the spread between the bid and ask prices; contains the toll
free telephone number for inquiries on disciplinary actions established pursuant
to section 15(A)(i); defines significant terms used in the disclosure document
or in the conduct of trading in penny stocks; and contains such other
information, and is in such form (including language, type size, and format), as
the SEC requires by rule or regulation. Further, for sales of our securities,
the broker/dealer must make a special suitability determination and receive from
you a written agreement before making a sale to you. Because of the imposition
of the foregoing additional sales practices, it is possible that brokers will
not want to make a market in our shares. This could prevent you from reselling
your shares and may cause the price of the shares to decline.
TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS
WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.
The U.S. Securities and Exchange Commission has adopted regulations which
generally define "penny stock" to be any equity security that has a market price
(as defined) less than $5.00 per share or an exercise price of less than $5.00
per share, subject to certain exceptions. Our securities are covered by the
penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors". The term "accredited investor" refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document in a form prepared by the SEC which provides information
about penny stocks and the nature and level of risks in the penny stock market.
The broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of, our common stock.
WE DO NOT EXPECT TO DECLARE OR PAY ANY DIVIDENDS.
We have not declared or paid any dividends on our common stock since our
inception, and we do not anticipate paying any such dividends for the
foreseeable future.
ANTI-TAKEOVER PROVISIONS
We do not currently have a shareholder rights plan or any anti-takeover
provisions in our By-laws. Without any anti-takeover provisions, there is no
deterrent for a take-over of our company, which may result in a change in our
management and directors.
OUR BY-LAWS CONTAIN PROVISIONS INDEMNIFYING OUR OFFICERS AND DIRECTORS AGAINST
ALL COSTS, CHARGES AND EXPENSES INCURRED BY THEM.
Our By-laws contain provisions with respect to the indemnification of our
officers and directors against all costs, charges and expenses, including an
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amount paid to settle an action or satisfy a judgment, actually and reasonably
incurred by him, including an amount paid to settle an action or satisfy a
judgment in a civil, criminal or administrative action or proceeding to which he
is made a party by reason of his being or having been one of our directors or
officers.
ITEM 2. DESCRIPTION OF PROPERTY
We do not own real property. We rent our corporate offices and training
facilities from UWD Unitas World Development Inc.., our major shareholder. UWD
provides the Company with a fully furnished and secure office space, including a
network of personal computers for a minimum of seven persons located at 7000
Chemin Cote de Liesse, Suite 8, Montreal, Quebec. UWD also provides printers,
telephone system, e-mail system, Fax, photocopier, security system including
video surveillance and recording system, storage space, fully equipped kitchen
and eating area, meeting area, and cleaning services.. The cost of the above
rental is CAD$36,000 per year which includes CAD$6000 for telephone equipment
and services.
During the fiscal years ended December 31, 2010 and 2009, we incurred total
annual rent of $20,492 and $15,855, respectively.
ITEM 3. LEGAL PROCEEDINGS
From time to time we may be involved in litigation incidental to the conduct of
our business, such as contractual matters and employee-related matters.
Currently, we are not a party to any material legal proceeding or litigation,
whether current or threatened, nor are any of our officers, directors or
affiliates, a party adverse to us in any legal proceeding or litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of shareholders in the fourth quarter of
2010.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND PURCHASE OF
EQUITY SECURITIES
In May 2003 we declared a stock split and seven additional shares of common
stock were issued for each share of common stock outstanding. The additional
shares were issues on May 12, 2003. As of that date and following the issuance
of the stock, we had a total of 9,138,400 common shares issued and outstanding.
In February 2004 we declared a stock split and three additional shares of common
stock were issued for each share of common stock outstanding. The additional
shares were issues on February 23, 2004. As of that date and following the
issuance of the stock, we had a total of 38,553,600 common shares issued and
outstanding.
In May 2007 we declared a reverse stock split and each shares of common stock
outstanding was replaced by one twentieth of a share of common stock. No
fractional shares were issued. The reverse split took place on May 29, 2007. As
of that date and following the reverse split of the stock, we had a total of
2,328,633 common shares issued and outstanding.
On October 21, 2010 we increased the authorized number of shares from 40,000,000
to 250,000,000.
On June 2, 2011 we increased the authorized number of shares from 250,000,000 to
450,000,000.
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The following table sets forth the quarterly high and low bid prices per share
for the common stock, as reported by the OTC Bulletin Board for the fiscal years
indicated. These quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commissions and may not represent actual transactions.
Year ended December 31 High Low
---------------------- ---- ---
2010 Fourth Quarter $ 0.10 $ 0.01
Third Quarter 0.011 0.011
Second Quarter 0.14 0.001
First Quarter $ 0.051 $ 0.001
Year ended December 31 High Low
---------------------- ---- ---
2009 Fourth Quarter $ 0.020 $ 0.003
Third Quarter 0.030 0.001
Second Quarter 0.001 0.001
First Quarter $ 0.015 $ 0.001
On December 31, 2010, the closing price for the common stock as traded on the
Pink Sheets was $0.05 per share.
As of December 31, 2010, there were 169 holders of record of our common stock.
As of such date, 202,328,633 common shares were issued and outstanding.
TRANSFER AGENT
Our common shares are issued in registered form. The Nevada Agency and Trust
Company, 50 Liberty Street, Suite 880, Reno, Nevada 89501 (Telephone:
775.322.0626; Facsimile: 775.322.5623) is the registrar and transfer agent for
our common shares. We have no
other exchangeable securities.
DIVIDEND POLICY
We have not paid any cash dividends on our common stock and have no present
intention of paying any dividends on the shares of our common stock. Our current
policy is to retain earnings, if any, for use in our operations and in the
development of our business. Our future dividend policy will be determined from
time to time by our board of directors..
RECENT SALES OF UNREGISTERED SECURITIES
On October 21, 2010, the Company issued the following common shares:
* 80,000,000 shares of common stock pursuant to the Share Exchange
Agreement
* 120,000,000 shares of common stock to settle outstanding Loans
ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
RESULTS OF OPERATIONS
TWELVE MONTHS ENDED DECEMBER 31, 2010 AND 2009
Our net loss for the twelve months ended December 31, 2010 totalled $56,345.
This compares with our net loss of $83,757 for the twelve months ended December
31, 2009. General and administrative expenses for the twelve months ended
December 31, 2010 and 2009 were $77,203 and $72,274, respectively.
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We incurred interest expense during the year ended December 31, 2010 of $11,405,
compared to $10,650 interest expense for the same period in 2009.. The Company
entered into Convertible Loan Agreements (the "Loans") with the shareholders
whose Loans matured on December 31, 2007 and required payment of all outstanding
principal and interest in full on January 2, 2008.The Company entered into
additional Loans for the conversion of accounts payable ,during the year ended
December 31, 2010. Interest rates are 12% per annum payable in arrears upon the
maturity of the Loans. The shareholders agreed to forego interest that accrued
during 2006, and provided for interest on the outstanding Loan balances to
commence January 1, 2007. The Company accrued interest of $10,004 on the Loans
during the year ended December 31, 2010.
The Company had revenues for the year ended December 31, 2010 of $10,178.
JANUARY 1, 2007 TO DECEMBER 31, 2010
The net loss for the period from January 1, 2007 to December 31, 2010 being the
development stage totalled $248,947.
LIQUIDITY AND CAPITAL RESOURCES
If we are unsuccessful in obtaining financing and fail to achieve and sustain a
profitable level of operations, we may be unable to fully implement our business
plans or continue operations. Future financing through equity, debt or other
sources could result in the dilution of Company equity, increase our
liabilities, and/or restrict the future availability and use of cash resources.
Additionally, there can be no assurance that adequate financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will be unable to execute our business plans,
and will be required to scale back the pace and magnitude of our oil and gas
prospects drilling and development initiatives. We also may not be able to meet
our vendor and service provider obligations as they become due. In such event,
we will be forced to cease our operations.
FUTURE OPERATIONS
CASH REQUIREMENTS
During the twelve month period ending December 31, 2011, we project cash
requirements of approximately $200,000 as we continue to restructure our
activities.
Our estimated funding needs for the next twelve months are summarized below:
Estimated Funding Required During the Twelve Month Period Ending December 31,
2011
Operating, general and administrative costs $215,000
Revenue 15,000
--------
TOTAL $200,000
========
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment over the next twelve
months ending December 31, 2011.
In order to grow our new business the directors of the company have prepared the
following business plan. The Company and its directors intend to execute this
plan as soon as possible.
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1. INTERNATIONAL MARKETING
The expansion of a corporation on the international spectrum is never a simple
feat. At CTTA, the task begins with a thorough market study identifying the
general and specific needs and requirements of a given region of the world
regarding both public and private security training. Once the needs are
identified, the market is approached and penetrated through the use of a winning
combination of strategic partnerships, select sales agents, business development
consultants and local public and private sector influential business liaisons.
Whether obligatory by law or not, CTTA calls upon the assistance of local
professionals in a region to help fully understand the realities of the markets
we wish to enter.
2. COURSE DEVELOPMENT AND CUSTOMIZATION
In order to increase business, the team at CTTA is constantly evaluating both
local and international market needs and requirements through fieldwork and the
physical analysis of actual and potential clients known to require services such
as those we offer. In addition, by staying in tune with the current state of
affairs around the world, the highly experienced team of trainers and pedagogy
professionals are regularly developing new and better adapted programs to tailor
to the issues being faced by industry professionals today. Whether it has to do
with proper Use of Force according to modern day tolerances and regulations, or
the precise tactics of specialized Intervention teams, our experts are up to
date and constantly producing solutions that better protect both the officers
and the public they serve.
3. MANAGEMENT DISCUSSION AND ANALYSIS
Developing a game plan for growth at CTTA during the next 12 to 24 months
includes the exploration of evolving yet expanding local and international
security markets. Due to the fact that our fields of expertise cover a wide
range of both general and specific Law enforcement and Security training, the
need for what we can bring to an industry in constant need of upgrades and
advanced up-to-date techniques, is obvious.
The main challenge for CTTA arises because we will be venturing into unchartered
waters regarding never before seen quantities of public and private security
professionals, requiring internationally accepted training in the fields of
Crowd Management, Riot Control, Crisis Intervention, Special Event Security
Management, Physical Intervention and Defensive Tactics. Seeing that the needs
involve a multitude of jurisdictions around the world, a second challenge
becomes the adaptation of our intellectual property to the realities of a
targeted region in terms of language, governmental laws and regulations, as well
as social, religious and cultural tolerances.
Proper management of the projected growth will come through the extensive
international experience of the board of directors and the administration team
of CTTA. In addition, a Business Development division is being created involving
top industry and parallel industry performers, who with the guidance of our new
board of advisors including international players of different nationalities and
cultural backgrounds will effectively approach our targeted markets with
un-measureable success.
After an extensive study of global tendencies, although every area in our world
has its basic and specific security needs, the markets that CTTA will be
focussing on are the following;
A. BRAZIL
Security in Brazil will attain unprecedented levels of global importance due to
the fact that this region of the world will be host to international events such
as the Formula 1 race circuit, the 2014 World Cup soccer championships and the
2016 Olympic Games. CTTA will be working with Canadian government officials and
local officials to encompass the specific training and management requirements
presented to assist police, private security and military units in dealing with
the increase in the need for public maintaining of order.
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B. MIDDLE EAST (GULF)
In Tunisia, Egypt, Yemen, Bahrain, Syria a message to the world has already been
sent, members of the population are taking to the streets in protest to voice
their discontentment with government and the ruling class. The need for
additional training in crowd control and effective intervention is clear.
Improved security procedures stem from the adoption of both proven strategies
and training, tailored to the specific realities of the environment in question.
CTTA has signed an MOU with a Kuwaiti partner projecting to begin training
members of the National Police Force of Kuwait in the fall of 2011..
Negotiations are also underway for a similar project in Qatar.
C. CANADA AND USA
Although local activities involve the specialized training of security and law
enforcement personnel in an apparently saturated market, the constant global
evolution in the industry forces the need for improvement locally. In a nearly
immeasurable global market involving Tens of Billions of dollars, be it in the
fields of Counter-Piracy, Counter-Terrorism, Executive Protection, Preventative
Patrol Techniques and/or Defensive Tactics, more than ever, North American
Security and Law Enforcement Operatives are active around the world sharing
their Knowledge and "Savoir Faire" with co-patriots as well as allied forces
trying tO maintain peace and order.
A number of recognized Law Enforcement and Correctional Training Academies have
already begun adopting CTTA programs into their curriculum.
MARKET AND COMPETITON
INDUSTRY OVERVIEW
Economic instability, social conflicts, terrorism threats and crime are a big
part of today's world. Therefore, police and private security forces, along with
corporations and individuals have to face a lot of challenges when it comes to
safety. Being well trained is often a major key in order to adequately face
these challenges. Whether it is about learning new ways of doing things or
practicing fundamentals skills, the private security and law enforcement
training corporations are more and more solicited..
A very good side of our industry is, apart for firearm and some other
specialized training, there are no training corporations either in Canada or
United States that can be considered as THE school to go to. Although there are
some big schools in the USA, it's a fragmented market and there are a lot of
small training academies. Therefore, acquiring or partner up with other training
corporations becomes an easy way of growing up.
CTTA FIELD OF EXPERTISE
CTTA offers various training programs for law enforcement, private security and
civilians such as:
* TACTICAL TRAINING: Defensive Tactics, Pressure Points, Handcuffing,
Baton, Firearms and more.
* BASIC TRAINING: Private security and investigation.
* SPECIALIZED TRAINING: Executive Protection, Airport Security, Port
Facilities Security, Crowd Control, Counter Terrorism and more.
* CIVILIAN TRAINING: Corporate Safety Awareness, Street Survival and
more.
Although CTTA is an international training academy, is primary market is North
America. CTTA is composed by both American and Canadian directors and
instructors, which gives a unique perspective for Law Enforcement training.
United States is known to be very proactive with law enforcement training and
Canada is known to be very strict with use of force and therefore, put
prevention and de-escalation at first line. The synergy between the two
countries gives amazing results and great training quality.
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1. SECURITY MARKET ANALYSIS
Private law enforcement careers are rated among "the 30 best-paying fast-track
careers".
* Ontario employs approximately 70,000 private law enforcement
professionals, versus 25,000 public police officers.
* The US Bureau of Labor Statistics Reports Private Law Enforcement is
projected to grow better than 20% by 2018.
* The US Bureau of Labor Statistics reports the average income of a
private investigator -with training- at $60,390.
* Security directors, in the same report, average $77,000-$80,000 and
security guards about $40,000.
LARGE INCREASE IN PRIVATE SECURITY PERSONNEL BETWEEN 2001 AND 2006
For many years, employment in the private security industry has exceeded that of
public police officers (Chart 1). In 2006, this was the case for all provinces
except Saskatchewan. There were about 102,000 private security personnel in
Canada, compared to 68,000 police officers, representing about 3 private
security personnel for every 2 police officers. Security guards made up 90% of
private security personnel.
While the rate of both police officers and private security personnel per
100,000 population increased between 2001 and 2006, private security grew much
faster, up 15% compared to 3% for police officers. The increase in private
security personnel was due to the growth in the number of security guards.
CHART 1
LARGE INCREASE IN PRIVATE SECURITY BETWEEN 2001 AND 2006
[CHART SHOWING THE LARGE INCREASE IN PRIVATE SECURITY BETWEEN 2001 AND 2006]
SOURCE: Statistics Canada, Census of Population.
Manitoba and Saskatchewan, which had the nation's highest crime rates, employed
the most police per capita in 2006. Prince Edward Island and Newfoundland and
Labrador, provinces with crime rates well below the national average, had the
fewest number of police per capita.
Quebec reported the most security guards per capita among the provinces, while
Alberta and Ontario had the most private investigators per capita.
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COMPETITION:
Canada
* There are several small security and tactical training academies in Quebec
and Ontario especially, though few of them offer as many programs as CTTA
does.
Ontario has the best growing potential in Canada and the training industry is
not big enough to answer the needs. CTTA is planning to develop in Ontario this
year.
United States
* There are a lot of security and tactical training academies in the USA.
There are some big names like Smith & Wesson Academy, Safariland Training
Group and PPCT Management Systems to name a few, but the market is huge and
still offers a lot of possibilities. Although often conservatives,
Americans nowadays are more open to look for new training solutions.
GOVERNMENT REGULATIONS:
Canada
* Each province and one territory (Yukon) has regulations on place for the
private security industry. In some of them, there are basic training
requirements for the personnel. CTTA is currently working on to become a
qualified academy to deliver that required training in Quebec and Ontario.
As for the specialized training of law enforcement officers, there are many
possibilities throughout Canada, but not in Quebec (provincial Police Act).
United States
* Each State has different standards to train peace and private security
officers. CTTA is already operating with local partners both in the States
of Louisiana and Florida and is looking to grow a lot in the USA in the
next few years.
INTERNATIONAL MARKET:
There are a lot of possibilities worldwide. CTTA is already involved in projects
development in the Middle East (Kuwait and Qatar) and in Brazil. Other countries
have also showed their interest in CTTA.
GOING CONCERN
The accompanying financial statements have been prepared assuming we will
continue as a going concern. We incurred a net loss of $56,345 for the twelve
months ended December 31, 2010 and a net loss of $83,757 for the same period in
2009.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
There are no assurances that we will be able, over the next twelve months, to
either (1) achieve a level of revenues adequate to generate sufficient cash flow
from operations; or (2) obtain additional financing through either private
placement, public offerings, bank financing or shareholder advances necessary to
support Canadian Tactical Training Academy Inc.'s working capital requirements.
To the extent that funds generated from operations and any private placements,
public offerings or bank financing are insufficient, the Company will have to
raise additional working capital. No assurance can be given that additional
financing will be available, or if available, will be on terms acceptable to
Canadian Tactical Training Academy Inc. If adequate working capital is not
available, Canadian Tactical Training Academy Inc. may be required to cease its
operations.
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The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence. These conditions raise substantial doubt about our
ability to continue as a going concern. There are no definitive agreements or
arrangements for future funding.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles in the United States.. Preparing
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, and expenses. These
estimates and assumptions are affected by management's application of accounting
policies. We believe that understanding the basis and nature of the estimates
and assumptions involved with the following aspects of our consolidated
financial statements is critical to an understanding of our balance sheet, the
statements of operations and stockholders' equity, and the cash flows statements
included elsewhere in this filing.
ITEM 8. FINANCIAL STATEMENTS
The financial statements are attached to this report following the signature
page.
ITEM 9. ACCOUNTING AND FINANCIAL DISCLOSURE
The Company had no independent accountant audit the financial statements for the
year ended December 31, in accordance with Rule 3-11 of regulation S-X. The
financial statements for the first three quarters of the year ended December 31,
2010 were reviewed by Dale Matheson Carr-Hilton Labonte LLP
ITEM 9(T). CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting, as required by
Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over
financial reporting is a process designed under the supervision of the Company's
Principal Executive Officer who is also our Principal Financial Officer to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the Company's financial statements for external purposes
in accordance with U.S. generally accepted accounting principles.
As of December 31, 2010, management assessed the effectiveness of the Company's
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 control 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 the Company's
management considered to be material weaknesses under the standards of the
Public Company Accounting Oversight Board were: (1) inadequate segregation of
duties consistent with control objectives; (2) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements; and (3)
ineffective controls over period end financial disclosure and reporting
processes. The aforementioned material weaknesses were identified by the
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Company's Principal Financial Officer in connection with the audit of our
financial statements as of December 31, 2009 and communicated the matters to our
management.
Management believes that the material weaknesses set forth in items (1), (2) and
(3) above did not have an effect on the Company's financial results.
We are committed to improving our financial organization. As part of this
commitment, we will i) 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
the Company ii) preparing and implement sufficient written policies and
checklists which will set forth procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements.
Management believes that preparing and implementing sufficient written policies
and checklists will remedy the following material weaknesses (i) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements; and (ii) ineffective controls over period end financial close and
reporting processes.. Further, management believes that the hiring of additional
personnel who have the technical expertise and knowledge will result proper
segregation of duties and provide more checks and balances within the
department. Additional personnel will also provide the cross training needed to
support the Company if personnel turn over issues within the department occur.
We will continue to monitor and evaluate the effectiveness of our internal
controls and procedures and our internal controls over financial reporting on an
ongoing basis and are committed to taking further action and implementing
additional enhancements or improvements, as necessary and as funds allow. This
annual report does not include an attestation report of the Company's registered
accounting firm regarding internal control over financial reporting.
Management's report is not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission.
ITEM 9B. OTHER INFORMATION
No other information.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The officers of the Company are appointed by our board of directors and hold
office until their death, resignation or removal from office. Our directors,
executive officers and significant employees, their ages, positions held, and
duration as such, are as follows:
<TABLE>
<CAPTION>
Name Position Held with our Company Age Date First Elected or Appointed
---- ------------------------------ --- -------------------------------
<S> <C> <C> <C>
Greg A. Thompson(1) Director, President, and Secretary 56 Nov., 2005 until Sept., 2010
Jocelyn Moisan President 41 October 1, 2010
Angelo Marino Secretary, Vice President 40 October 1, 2010
John Farinaccio Treasurer, Vice President 36 October 1, 2010
</TABLE>
----------
(1) Greg A. Thompson resigned as Director, President and Secretary of the
Company on May 9, 2007 and was re- appointed on January 12, 2009.
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BUSINESS EXPERIENCE
The following is a brief account of the education and business experience during
at least the past five years of each director, executive officer and key
employee, indicating the principal occupation during that period, and the name
and principal business of the organization in which such occupation and
employment were carried out.
JOCELYN MOISAN, PRESIDENT AND CEO
Known for his academic and tactical training, Jocelyn has trained over 4500
security, police and military personnel since 1991.
Active in security and protection for more than 25 years, he has managed and
directed numerous security departments and has been involved in hundreds of
local and international operations.
Mr. Moisan has conducted training programs all across North & Central America,
Africa and the Middle East.
Jocelyn is specialized in special event management, crowd control and executive
protection.
In 2004 Jocelyn was appointed International Instructor for Canada by the
Monadnock Police Training Council. He is currently recognized as a Master
Instructor by Safariland Training Group.
Developer of the Rapid Integrated Survival Kombat system (R.I.S.K.) Jocelyn
holds a 4th Degree Black Belt in Can-Ryu Ju-jitsu under Professor Georges
Sylvain.
Specialties
Defensives Tactics, Use of force, Officer Survival, Firearms, Police batons
(expendable, PR-24 and Quickstick), Special Event Management, Port Facilities
and Ship Safety and VIP Protection.
Vice-President, Specialized Security & Investigation Services (Ssis Inc.) 2008-
Present
SSIS Inc. is a Montreal-based security and investigation agency. Government
licensed, and fully bonded, the group is made up of specialists from both public
and private sectors, who share a professional and proactive vision on
protection. Our agency was born out of the need to fill the gap between low
level security and law enforcement. Our operators possess hundreds of man-years
of experience, an asset which makes it possible for SSIS to effectively respond
to the majority of questions and safety concerns by individuals, corporations,
or government entities.
ANGELO M. MARINO, SECRETARY AND VICE-PRESIDENT
Educated and certified in various North American institutions, the President and
CEO of UNITAS WORLD completed a Bachelor of Science in Criminal Justice
Administration and a Master of Science in Policing and Social Conflict.
Possessing a strong and diversified background in both the public and private
sectors of the security world, Mr. Marino's experience includes 23 years as a
personal protection specialist having escorted clients to and from various
Canadian, U.S., South American, European and African destinations, 17 years as a
security and personal protection trainer, 10 years as director of a network of
specialized security and protection operatives, 7 years as a municipal public
safety officer, and 15 years as a protection officer specialized in the secure
transport of high-risk cargo, including 5 years as coordinator of special
operations.
23
<PAGE>
Mr. Marino is considered to be one of Canada's most renowned Specialists and
Master Instructors in the fields of Armoured and Non-Armoured High Risk Cargo
Protection, Tactical Operations and Executive, Personal and Family Protection,
having trained more than 4300 security, police and military personnel.
Having worked in over 40 countries to this date, Mr. Marino has created and
directed a variety of training programs for numerous domestic and international
security and Law Enforcement agencies, and has trained the presidential security
details of two countries.
Angelo M. Marino was awarded the "Citizenship Achievement Award" for outstanding
service to community and country, by the House of Commons in Canada.
Specialties
Executive VIP Protection, Personal and Family Protection, Law Enforcement and
Security Training, Tactical Intervention, Specialized Tactical Training,
Security Consulting and Advising, Security Audits and Evaluations, IATA and ICAO
Standards.
CEO, Unitas World, January 2008- Present
UNITAS WORLD is an International risk management and logistics firm,
stratigically founded to act as an umbrella corporation for its sister
companies: The Canadian Tactical Training Academy, and Specialized Security &
Investigation Services. Our specialists have managed training programs as well
as field security, protection, and investigative operations in over fifty (50)
countries.
Vice President, Specialized Security and Investigation Services (SSIS), January
2008- Present
SSIS Inc. is a Montreal-based security and investigation agency. Government
licensed, and fully bonded, the group is made up of specialists from both public
and private sectors, who share a professional and proactive vision on
protection. Our agency was born out of the need to fill the gap between low
level security and law enforcement. Our operators possess hundreds of man-years
of experience, an asset which makes it possible for SSIS to effectively respond
to the majority of questions and safety concerns by individuals, corporations,
or government entities..
JOHN FARINACCIO, TREASURER AND VICE-PRESIDENT
John Farinaccio, a Certified Fraud Examiner, has over 17 years experience in
investigations and intelligence gathering. In 1999 he founded The Canadian
Private Investigators' Resource Centre (C.P.I.R.C.), and currently serves as the
director of the largest Investigators' Network in Canada. John has both managed
and lead investigation & undercover surveillance teams, and has spearheaded the
development of Advance Reconnaissance Teams for international Protection
Details; many in hostile areas of operations.
Aside from being an instructor in Investigation, Intelligence and
Counter-Terrorism subjects, he is also a certified instructor in Monadnock PR-24
Police Baton, Monadnock Expandable Police Baton (MEB), Monadnock Defensive
Tactics System (MDTS), Quick Stick Police Baton, amongst many others.
John has been called on by the media conducting interviews as an expert in the
field of private sector investigations.
24
<PAGE>
Specialties
Surveillance, Investigation, Counterintelligence, Personal Protection, Security
Management, Countermeasures, Counterterrorism,
Fraud Investigation, Fraud Prevention
President, Specialized Security & Investigation Services (Ssis), 2008- Present
SSIS Inc. is a Montreal-based security and investigation agency. Government
licensed, and fully bonded, the group is made up of specialists from both public
and private sectors, who share a professional and proactive vision on
protection. Our agency was born out of the need to fill the gap between low
level security and law enforcement. Our operators possess hundreds of man-years
of experience, an asset which makes it possible for SSIS to effectively respond
to the majority of questions and safety concerns by individuals, corporations,
or government entities.
Founder and Director, Canadian Private Investigators' Resource Centre, 1999-
Present
In 1999, John founded The Canadian Private Investigators' Resource Centre
(C.P.I.R.C.), and currently serves as the director of the largest Investigators'
Network in Canada.
* Certified Fraud Examiner
* Association of Certified Fraud Examiners
FAMILY RELATIONSHIPS
There are no family relationships between any of our directors or executive
officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of our directors, executive officers, promoters or control persons has been
involved in any of the following events during the past five years:
1. any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offences);
3. being subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act requires our executive officers and
directors, and persons who own more than 10% of our common stock, to file
reports regarding ownership of, and transactions in, our securities with the
Securities and Exchange Commission and to provide us with copies of those
filings. Based solely on our review of the copies of such forms received by us,
or written representations from certain reporting persons, we believe that
25
<PAGE>
during fiscal year ended December 31, 2010, all filing requirements applicable
to its officers, directors and greater than ten percent beneficial owners were
complied with.
CODE OF ETHICS
Effective February 27, 2004, the Company's board of directors adopted a Code of
Business Conduct and Ethics that applies to, among other persons, members of our
Board of Directors, our company's officers including our president (being our
principal executive officer) and our company's chief financial officer (being
our principal financial and accounting officer), contractors, consultants and
advisors. As adopted, our Code of Business Conduct and Ethics sets forth written
standards that are designed to deter wrongdoing and to promote:
(1) honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;
(2) full, fair, accurate, timely, and understandable disclosure in reports and
documents that we file with, or submit to, the Securities and Exchange
Commission and in other public communications made by us;
(3) compliance with applicable governmental laws, rules and regulations;
(4) the prompt internal reporting of violations of the Code of Business Conduct
and Ethics to an appropriate person or persons identified in the Code of
Business Conduct and Ethics; and
(5) accountability for adherence to the Code of Business Conduct and Ethics.
Our Code of Business Conduct and Ethics requires, among other things, that all
of the Company's personnel shall be accorded full access to our president and
secretary with respect to any matter which may arise relating to the Code of
Business Conduct and Ethics. Further, all of our company's personnel are to be
accorded full access to our company's board of directors if any such matter
involves an alleged breach of the Code of Business Conduct and Ethics by our
Company officers.
In addition, our Code of Business Conduct and Ethics emphasizes that all
employees, and particularly managers and/or supervisors, have a responsibility
for maintaining financial integrity within our company, consistent with
generally accepted accounting principles, and federal, provincial and state
securities laws. Any employee who becomes aware of any incidents involving
financial or accounting manipulation or other irregularities, whether by
witnessing the incident or being told of it, must report it to his or her
immediate supervisor or to our company's president or secretary. If the incident
involves an alleged breach of the Code of Business Conduct and Ethics by the
president or secretary, the incident must be reported to any member of our board
of directors. Any failure to report such inappropriate or irregular conduct of
others is to be treated as a severe disciplinary matter. It is against our
company policy to retaliate against any individual who reports in good faith the
violation or potential violation of our company's Code of Business Conduct and
Ethics by another.
Our Code of Business Conduct and Ethics is filed with the Securities and
Exchange Commission as Exhibit 14.1.
CORPORATE GOVERNANCE
The Board of Directors currently has no standing audit committee, compensation
committee, or nominating committee.
26
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes the compensation of key executives during the
last two complete fiscal years. No other officers or directors received annual
compensation in excess of $100,000 during the last two complete fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation(1)
------------------------------- ------------------------------------
Awards Payouts
------------------------- -------
Securities Restricted
Name and Other Underlying Stock
Principal Annual Options/SARs Award(s) LTIP All Other
Position Year Salary Bonus Compensation(1) Granted Share Units Payouts Compensation
---- ------ ----- --------------- ------- ----------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Greg Thompson(2) 2010 Nil Nil Nil Nil Nil Nil Nil
President, 2009 Nil Nil Nil Nil Nil Nil Nil
Secretary
Director
Jocelyn Moisan 2010 Nil Nil Nil Nil Nil Nil Nil
President 2009 Nil Nil Nil Nil Nil Nil Nil
Angelo Marino 2010 Nil Nil Nil Nil Nil Nil Nil
Secretary and 2009 Nil Nil Nil Nil Nil Nil Nil
Vice President
John Farinaccio 2010 Nil Nil Nil Nil Nil Nil Nil
Treasurer and 2009 Nil Nil Nil Nil Nil Nil Nil
Vice President
</TABLE>
----------
(1) The value of perquisites and other personal benefits, securities and
property for the Named Executive Officers that do not exceed the lesser of
$50,000 or 10% of the total of the annual salary and bonus is not reported
herein.
(2) Greg Thompson became a director on November 18, 2005 and our president on
February 1, 2006. Mr. Thompson resigned as the Company's director and
president on May 9, 2007. Greg Thompson was reappointed President,
Secretary and Director on January 12, 2009 and resigned effective September
30, 2010.
LONG-TERM INCENTIVE PLANS
There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers, except that our directors
and executive officers may receive stock options at the discretion of our board
of directors. We do not have any material bonus or profit sharing plans pursuant
to which cash or non-cash compensation is or may be paid to our directors or
executive officers, except that stock options may be granted at the discretion
of our board of directors.
We have no plans or arrangements in respect of remuneration received or that may
be received by our executive officers to compensate such officers in the event
of termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control, where
the value of such compensation exceeds $60,000 per executive officer.
27
<PAGE>
STOCK OPTION PLAN
On January 28, 2004 we established a stock option plan pursuant to which 274,152
common shares were reserved for issuance.
Stock options become exercisable at dates determined by the Board of Directors
at the time of granting the option and have initial terms of ten years.
STOCK OPTIONS/SAR GRANTS
During the year ended December 31, 2010, no options were granted to directors or
executive officers. During the year ended December 31, 2004 we granted the
following stock options to our current and former directors and executive
officers:
OPTIONS/SAR GRANTS IN YEAR-ENDED DECEMBER 31, 2004.
<TABLE>
<CAPTION>
Number of Securities % of Total Options/SARs
Underlying Options/SARs Granted to Employees in Exercise Price
Name Granted (#) Fiscal Year (1) ($/Share) Expiration Date
---- ----------- --------------- --------- ---------------
<S> <C> <C> <C> <C>
Greg Thompson 100,000 2.31% $0.425 November 19, 2014
Darrell Parlee 100,000 2.31% $0.425 November 19, 2014
Milton Cox 1,175,000 27.17% $0.425 November 19, 2014
Donald Sytsma 1,175,000 27.17% $0.425 November 19, 2014
Bassam Nastat 1,175,000 27.17% $0.425 November 19, 2014
</TABLE>
----------
(1) The denominator (of 4,325,000) was arrived at by calculating the net total
number of new options awarded to directors, officers, employee and
consultants during the year ended December 31, 2004.. There were 800,000
stock options granted to non-employees during the year ended December 31,
2004.
In anticipation of the adoption of FAS 123(R) for Altus's calendar year ending
December 31, 2006, the Board of Directors approved the vesting of all issued and
outstanding stock options issued under the 2004 Stock Option Plan as of December
30, 2005.
There were no stock options exercised during the year ended December 31, 2010.
DIRECTORS COMPENSATION
We reimburse our directors for expenses incurred in connection with attending
board meetings. We have no present formal plan for compensating our directors
for their service in their capacity as directors, although in the future, such
directors are expected to receive compensation and options to purchase shares of
common stock as awarded by our board of directors or (as to future options) a
compensation committee which may be established in the future. Directors are
entitled to reimbursement for reasonable travel and other out-of-pocket expenses
incurred in connection with attendance at meetings of our board of directors.
The board of directors may award special remuneration to any director
undertaking any special services on behalf of our company other than services
ordinarily required of a director. Other than indicated in this annual report,
no director received and/or accrued any compensation for his or her services as
a director, including committee participation and/or special assignments.
REPORT ON EXECUTIVE COMPENSATION
Our compensation program for our executive officers is administered and reviewed
by our board of directors. Historically, executive compensation consists of a
combination of base salary and bonuses. Individual compensation levels are
designed to reflect individual responsibilities, performance and experience, as
well as the performance of our company. The determination of discretionary
bonuses is based on various factors, including implementation of our business
plan, acquisition of assets, development of corporate opportunities and
completion of financing.
28
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
BENEFICIAL OWNERSHIP
The following table sets forth, as of December 31, 2010, certain information
with respect to the beneficial ownership of our common shares by each
shareholder known to us to be the beneficial owner of 5% of our common shares,
and by each of our officers and directors. Each person has sole voting and
investment power with respect to the common shares, except as otherwise
indicated. Beneficial ownership consists of a direct interest in the common
shares, except as otherwise indicated.
Amount and Nature of Percentage
Name and Address of Beneficial Owner Beneficial Ownership of Class
------------------------------------ -------------------- --------
UWD Unitas World Development Inc. 120,000,000 59.3%
7000 Cote de Liesse Suite 8 Common Shares
Montreal, Quebec
CHANGES IN CONTROL
On October 1, 2010, Altus entered into a Share Exchange Agreement (the
"Agreement") with UWD Unitas World Development Inc. ("UWD"), a privately held
Canadian incorporated company. Pursuant to the Agreement, Altus issued
80,000,000 shares of common stock for the acquisition of 450 shares of common
stock of The Canadian Tactical Training Academy Inc., representing 100% of the
issued and outstanding shares of common stock, which were held by UWD. Further,
Altus changed its name to Canadian Tactical Training Academy Inc. Subsequent to
September 30, 2010, the Company assumed the business Canadian Tactical Training
Academy Inc., which is the training of law enforcement, security, investigation
and protection for officers and individuals.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS
As at December 31, 2010, the Company had received advances from significant
shareholders totalling $48,064 (2009- nil). These loans are unsecured,
non-interest bearing and have no set terms for repayment.
As at December 31, 2010, the Company had made a loan to a significant
shareholder of $14,430 (2009- nil). This loan is unsecured, non-interest bearing
and has no set terms for repayment
All related party transactions are measured at the exchange amount which is
determined by management to approximate their fair value.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
On May 10, 2007, Dale Matheson Carr-Hilton Labonte LLP, was engaged as our
independent accountant. The change of accountant was approved by majority
consent of the board of directors dated May 10, 2007. At the same meeting, the
Board of Directors approved the dismissal of Malone & Bailey, PC as its
independent accountant effective immediately. There were no disagreements
between us and Malone & Bailey, PC on any matter of accounting principles or
practices, financial statements disclosures or auditing scope and procedures.
The former accountant?s report on our financial statements does not contain any
adverse opinions or disclaimers of opinions and is not qualified or modified as
to uncertainty other than a going concern uncertainty, auditing scope or
accounting principles. Prior to engaging the new accountant, we did not consult
with them regarding any accounting or auditing concerns.The fees for services
29
<PAGE>
provided by Dale Matheson Carr-Hilton Labonte LLP and Malone & Bailey, PC to us
in each of the fiscal years ended December 31, 2008, December 31, 2009 and
December 31, 2010 were as follows:
FEES 2008 2009 2010
---- ---- ---- ----
Audit fees $8,500 $10,000 $7,350 (1)
Audit related fees 0 0 0
Tax fees 0 0 0
All other fees 0 0 0
----------
(1) Review of tranactions, financial statements, 10Q filings, and SOX 404(a),
Management Assessment of Internal Controls over financial reports performed
in 2012 for Q2 and Q3 2010.
ITEM 15. EXHIBITS
Exhibits required by Item 601 of Regulation S-B
(3) ARTICLES OF INCORPORATION AND BYLAWS
3.1 Articles of Incorporation (incorporated by reference to our SB2
Registration Statement filed January 29, 2002).
3.2 Bylaws (incorporated by reference to our SB2 Registration Statement
filed January 29, 2002).
3.3 Certificate of Forward Stock Split filed with Nevada Secretary of State
on November 6, 2003. (incorporated by reference from our Annual Report
on Form 10-KSB, filed on April 13, 2004)
3.4 Certificate of Change Pursuant to NRS 78.209 filed with the Nevada
Secretary of State on February 2, 2004. (incorporated by reference
from our Annual Report on Form 10-KSB, filed on April 13, 2004)
3.5 Certificate of Amendment (Name Change) filed with the Nevada Secretary
of State on November 4, 2010.
3.6 Certificate of Amendment to increase the number of authorized shares
from 250,000,000 to 450,000,000) filed with the Nevada Secretary of
State on June 2, 2011.
(10) MATERIAL CONTRACTS
10.1 Convertible Loan Agreement between Altus Explorations Inc. and
CodeAmerica Investments, LLC dated March 8, 2007 (incorporated by
reference from our Current Report on Form 8-K, filed on March 13,
2007).
10.2 Convertible Loan Agreement between Altus Explorations Inc. and Paragon
Capital, LLC dated March 8, 2007 (incorporated by reference from our
Current Report on Form 8-K, filed on March 13, 2007).
10.3 Convertible Loan Agreement between Altus Explorations Inc. and DLS
Energy Associates, LLC dated March 8, 2007 (incorporated by reference
from our Current Report on Form 8-K, filed on March 13, 2007).
10.4 2004 Stock Option Plan (incorporated by reference from our Registration
Statement of Form S-8, filed on February 27, 2004)
10.5 Share Exchange Agreement
(14) CODE OF ETHICS
14.1 Code of Business Conduct and Ethics (incorporated by reference from our
Annual Report on Form 10-KSB, filed on April 13, 2004)
(31) Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S.
Securities Exchange Act of 1934
(32) Section 1350 Certification of the Principal Executive Officer and
Principal Financial Officer
30
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on October 31, 2012.
CANADIAN TACTICAL TRAINING ACADEMY INC.
By: /s/ Jocelyn Moisan
------------------------------------
Jocelyn Moisan
President
In accordance with the requirements of the Exchange Act, this report has been
signed by the following persons on behalf of the registrant and in the
capacities indicated on the dates indicated.
Signature Title Date
--------- ----- ----
By: /s/ Jocelyn Moisan President October 31, 2012
------------------------------------
Jocelyn Moisan
31
<PAGE>
CANADIAN TACTICAL TRAINING ACADEMY INC.
(A Development Stage Company)
BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, December 31,
2010 2009
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 2,927 $ 4,000
Sales tax receivable 5,380 --
Loans receivable (Note 3) 14,430 --
------------ ------------
TOTAL CURRENT ASSETS 22,737 4,000
------------ ------------
Equipment, net (Note 2) 2,975 427
------------ ------------
$ 25,712 $ 4,427
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 200,461 $ 212,898
Convertible loans (Note 4) 62,472 88,750
Loans payable (Note 3) 48,064 --
Subscriptions received in advance (Note 5) 20,000 20,000
------------ ------------
TOTAL LIABILITIES 330,997 321,648
------------ ------------
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 250,000,000 shares
authorized 202,328,633 shares issued and outstanding
(December 31,2009-2,328,633 shares issued and outstanding) 202,329 2,329
Additional paid in capital 5,980,431 6,028,217
Deficit (6,239,098) (6,155,165)
Deficit accumulated during the development stage (248,947) (192,602)
------------ ------------
TOTAL STOCKHOLDERS' DEFICIT (305,285) (317,221)
------------ ------------
$ 25,712 $ 4,427
============ ============
</TABLE>
F-1
<PAGE>
CANADIAN TACTICAL TRAINING ACADEMY INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the period from
January 1, 2007
(date of inception of
Year ended December 31, the development stage) to
--------------------------------- December 31,
2010 2009 2010
------------ ------------ ------------
<S> <C> <C> <C>
REVENUE
Sales $ 10,178 $ 0 $ 10,178
------------ ------------ ------------
OPERATING EXPENSES
Depreciation (Note 2) 427 465 1,850
Interest expense (Note 4) 11,405 10,650 43,417
General and administrative 77,203 72,274 235,753
------------ ------------ ------------
TOTAL OPERATING EXPENSES 89,035 83,389 $ 281,020
------------ ------------ ------------
OTHER ITEMS
Foreign exchange gain(loss) (488) (368) $ (1,175)
Gain on forgiveness of debt 23,081 23,081
Realized loss (82) -- 82
Interest income -- -- 70
------------ ------------ ------------
TOTAL OTHER ITEMS 22,511 (368) 21,894
------------ ------------ ------------
NET LOSS $ (56,345) $ (83,757) $ (248,947)
============ ============ ============
NET LOSS PER SHARE:
Basic $ (0.0003) $ (0.04)
Diluted $ (0.0002)
SHARES OUTSTANDING:
Basic 202,328,633 2,328,633
Diluted 286,516,633
</TABLE>
F-2
<PAGE>
CANADIAN TACTICAL TRAINING ACADEMY INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Deficit
----------------------- Paid-in Development
Shares Amount Capital Deficit Stage Total
------ ------ ------- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 2006 2,328,633 $ 2,329 $ 6,028,217 $(6,155,165) $ -- $ (124,619)
Net loss -- -- -- -- (38,353) (38,353)
----------- ----------- ----------- ----------- ----------- -----------
Balance, December 31, 2007 2,328,633 2,329 6,028,217 (6,155,165) (38,353) (162,972)
Net loss -- -- -- -- (70,492) (70,492)
----------- ----------- ----------- ----------- ----------- -----------
Balance, December 31, 2008 2,328,633 2,329 6,028,217 (6,155,165) (108,845) (233,464)
Net loss -- -- -- -- (83,757) (83,757)
----------- ----------- ----------- ----------- ----------- -----------
Balance, December 31, 2009 2,328,633 2,329 6,028,217 (6,155,165) (192,602) (317,221)
Net loss 2010 -- -- -- -- (56,345) (56,345)
Other-2010-see note below- 200,000,000 200,000 (47,786) (83,933) -- (131,719)
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 2010 202,328,633 $ 202,329 $ 5,980,431 $(6,239,098) $ (248,947) $ (305,285)
=========== =========== ============ =========== =========== ===========
</TABLE>
F-3
<PAGE>
CANADIAN TACTICAL TRAINING ACADEMY INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the period from
January 1, 2007
(date of inception of
Year ended Year ended the development stage) to
December 31, December 31, December 31,
2010 2009 2010
---------- ---------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (56,345) $ (83,757) $ (248,947)
Non-cash items:
Amortization 2,792 465 4,215
Unrealized loss on foreign exchange conversion 488
Gain on settlement of debt (23,081) (23,081)
Accrued interest on convertible loans 10,281 10,650 42,293
Changes in non-cash operating working capital items:
Accounts payable and accrued liabilities 64,792 76,642 203,296
---------- ---------- ----------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES (1,073) 4,000 (21,736)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equpment -- -- (1,397)
---------- ---------- ----------
CASH FLOWS USED IN INVESTING ACTIVITIES -- -- (1,397)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible loans & debentures -- -- 1,000
Subscriptions received in advance -- -- 20,000
---------- ---------- ----------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES -- -- 21,000
---------- ---------- ----------
Change in cash (1,073) 4,000 (2,133)
Cash, beginning 4,000 -- 5,060
---------- ---------- ----------
CASH, ENDING $ 2,927 $ 4,000 $ 2,927
========== ========== ==========
CASH PAID FOR:
Income taxes $ -- $ -- $ --
Interest $ -- $ -- $ --
</TABLE>
F-4
<PAGE>
CANADIAN TACTICAL TRAINING ACADEMY INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2010
--------------------------------------------------------------------------------
NOTE 1 - NATURE OF BUSINESS
Nature of Business
Altus Explorations, Inc. (the "Company") was incorporated in the state of Nevada
on November 2, 2001. The Company is currently seeking a new business venture.
On October 1, 2010, Altus entered into a Share Exchange Agreement (the
"Agreement") with UWD Unitas World Development Inc. ("UWD"), a privately held
Canadian incorporated company. Pursuant to the Agreement, Altus issued
80,000,000 shares of common stock for the acquisition of 450 shares of common
stock of The Canadian Tactical Training Academy Inc., representing 100% of the
issued and outstanding shares of common stock, which were held by UWD. Further,
Altus changed its name to Canadian Tactical Training Academy Inc. and increased
the authorized share capital from 40,000,000 to 250,000,000 shares of common
stock and then further from 250,000,000 to 450,000,000. The Company assumed the
business Canadian Tactical Training Academy Inc., which is the training of law
enforcement, security, investigation and protection for officers and
individuals.
These financial statements have been prepared on a going concern basis, which
implies the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. The Company is unlikely to pay
dividends or generate significant earnings in the immediate or foreseeable
future. At December 31, 2010, the Company has not yet achieved profitable
operations and has accumulated losses of $6,488,045 (2009 - $6,347,767) since
its inception and has a working capital deficiency of $305,285 (2009 -
$317,221). The continuation of the Company as a going concern and the ability of
the Company to emerge from the Development stage are dependent upon management's
successful efforts to raise additional equity financing to continue operations
and generate sustainable significant revenues.
These financial statements do not include any adjustments to the recoverability
and classification of recorded asset amounts and classification of liabilities
that might be necessary should the Company be unable to continue as a going
concern. The Company will require significant additional financial resources and
will be dependent on future financings to fund its ongoing operations as well as
other working capital requirements. There is no guarantee that management will
be able to raise adequate equity financings or generate profits from operations.
These factors raise substantial doubt regarding the Company's ability to
continue as a going concern.
Management of the Company has undertaken steps as part of a plan with the goal
of sustaining Company operations for the next twelve months and beyond. These
steps include: (a) continuing efforts to raise additional capital and/or other
forms of financing; and (b) controlling overhead and expenses. Management is
aware that material uncertainties exist, related to current economic conditions,
which could cast a doubt about the Company's ability to continue to finance its
activities. It is to be expected that the Company may incur further losses in
the Development of its business and there can be no assurance that any of these
efforts will be successful.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America ("US
GAAP") and are expressed in U.S. dollars. The Company's fiscal year-end is
December 31.
F-5
<PAGE>
CANADIAN TACTICAL TRAINING ACADEMY INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2010
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (cont'd.)
Use of Estimates
The preparation of financial statements in conformity with US GAAP 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 reporting periods. Actual results could materially differ
from those estimates and assumptions. Significant areas requiring the use of
management estimates relate to the determination of impairment of long lived
assets, expected tax rates for future income tax recoveries and determining the
fair values of financial instruments.
Equipment
Equipment is recorded at cost. Additions are capitalized and maintenance and
repairs are charged to expense as incurred. Gains and losses on dispositions of
equipment are reflected in operations. Depreciation is provided using the
straight-line method over the estimated useful lives of the assets which is
three years for computers.
Impairment of Assets
The Company reviews the carrying value of its long-lived assets annually or
whenever events or changes in circumstances indicate that the historical
carrying value of an asset may no longer be appropriate. The Company assesses
recoverability of the carrying value cost of the asset by estimating the future
net cash flows expected to result from the asset, including eventual
disposition. If the future net cash flows are less than the carrying value of
the asset, an impairment loss is recorded equal to the difference between the
asset's carrying value and fair value.
Other Comprehensive Income
The Company reports and displays comprehensive income and its components in the
financial statements. During the years ended December 31, 2010 and 2009, the
Company had no components that would cause comprehensive income to be different
than net loss.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes.
Under this method, deferred income tax assets and liabilities are recognized for
the future tax consequences attributable to temporary differences between the
financial statements carrying amounts of assets and liabilities and their
respective tax bases. 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 Company recognizes the financial statement benefit of a tax position only
after determining that the relevant tax authority would more likely than not
sustain the position following an audit. For tax positions meeting this
standard, the amount recognized in the financial statements is the largest
benefit that has a greater than 50 percent likelihood of being realized upon
ultimate settlement with the relevant tax authority.
F-6
<PAGE>
CANADIAN TACTICAL TRAINING ACADEMY INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2010
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (cont'd.)
Basic and Diluted Loss per Share
Basic loss per share is computed using the weighted average number of common
shares outstanding during the year. Diluted earnings per share reflect the
potential dilution that could occur if potentially dilutive securities were
exercised or converted to common stock. The dilutive effect of options and
warrants and their equivalent is computed by application of the treasury stock
method and the effect of convertible securities by the "if converted" method.
For the years presented, diluted loss per share is equal to basic loss per share
as the affect of the computations are anti-dilutive.
Financial Instruments
The carrying value of the Company's financial instruments, consisting of cash,
accounts payable, convertible loans and subscriptions received in advance
approximates their fair value. Unless otherwise noted, it is management's
opinion that the Company is not exposed to significant interest, currency or
credit risks arising from these financial instruments.
Stock-based Compensation
Compensation cost related to share-based payments, such as stock options and
employee stock purchase plans, are recognized in the financial statements based
on the grant-date fair value of the award. The compensation cost associated with
the issuance of stock options will be recognized over its vesting period based
on the estimated grant-date fair value.
Stock awards outstanding under the Company's current plans are fully vested,
therefore there is no unrecognized compensation cost related to non vested
options. No options were granted or exercised during the years ended December
31, 2010 and 2009.
Recent Accounting Pronouncements
In May 2009, the Financial Accounting Standards Board ("FASB") issued guidance
that establishes general standards of accounting for and disclosure of events
that occur subsequent to the balance sheet date but before financial statements
are issued. The statements defines two types of subsequent events: 1) recognized
subsequent events, which provide additional evidence about conditions that
existed at the balance sheet date, and (2) non-recognized subsequent events,
which provide evidence about conditions that did not exist at the balance sheet
date, but arose before the financial statements were issued. Recognized
subsequent events are required to be recognized in the financial statements, and
non-recognized subsequent events are required to be disclosed. The adoption had
no material impact on the Company's financial position, results of operations or
cash flows.
In June 2009, the FASB issued the Accounting Standards Codification, which
establishes a sole source of US authoritative GAAP. The Codification is meant to
simplify user access to all authoritative accounting guidance by reorganizing US
GAAP pronouncements into approximately ninety accounting topics within a
consistent structure; its purpose is not to create new accounting and reporting
guidance. The adoption of this guidance did not have an effect on the Company's
results of operations, financial position or cash flows.
Other pronouncements issued by the FASB or other authoritative accounting
standards groups with future effective dates are either not applicable or are
not expected to be significant to the financial statements of the Company.
F-7
<PAGE>
CANADIAN TACTICAL TRAINING ACADEMY INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2010
--------------------------------------------------------------------------------
NOTE 3 - DUE TO RELATED PARTIES
At December 31, 2010, the Company had received advances from significant
shareholders totalling $48,064 (2009- nil). These loans are unsecured and non
interest bearing and have not set terms for repayment.
At December 31, 2010, the Company had made a loan to a significant shareholder
of $14,430 (2009- nil). This loan is unsecured and non interest bearing and has
not set terms for repayment.
All related party transactions are measured at the exchange amount which is
determined by management to approximate their fair value.
NOTE 4 - CONVERTIBLE LOANS
At December 31, 2010, the Company has entered into Convertible Loan Agreements
(the "Loans") for the following amounts:
a) $12,150 (December 31, 2009 - $66,200). During September 2010, the Company
entered into a Cancellation of Debt agreement, Assignment of Note agreement and
a Release and Settlement agreement whereby the Company agreed to issue
71,000,000 shares of common stock with a fair value of $71,000 in settlement of
$54,050 in principal and $16,950 in accrued interest, The Company was released
$346 in accrued interest which has been included in additional paid-in capital.
b) $15,250 (December 31, 2009 - $15,250
c) $Nil (December 31, 2009 - $7,300) from a shareholder. During September 2010,
the Company entered into a Cancellation of Debt agreement, Assignment of Note
agreement and a Release and Settlement agreement whereby the Company agreed to
issue 9,000,000 shares of common stock with a fair value of $9,000 in settlement
of $7,300 in principal and $1,700 in accrued interest. The Company was released
from $1,374 in accrued interest, which has been included in additional paid-in
capital.
d) $35,072 (December 31, 2009 - $Nil) which represents the conversion of
accounts payable. Payment of all outstanding principal and interest are due in
full by June 30, 2015
e) $12,150 (December 31, 2009 - $66,200) from a company controlled by a
significant shareholder. During September 2010, the Company entered into a
Cancellation of Debt agreement, Assignment of Note agreement and a Release and
Settlement agreement whereby the Company agreed to issue 71,000,000 shares of
common stock with a fair value of $71,000 in settlement of $54,050 in principal
and $16,950 in accrued interest, The Company was released $346 in accrued
interest which has been included in additional paid-in capital.
f) $40,000 (December 31, 2010 - $Nil) which represents the conversion of
accounts payable. The Company initially converted $52,781 of accounts payable
and was then released from $12,781, which has been included in gain on
settlement of debt on the statements of operations. Payment of all outstanding
principal and interest are due in full by September 7, 2015. Subsequent to
September 30, 2010, the Company entered into a Cancellation of Debt agreement
and Assignment of Note agreement whereby the Company issued 40,000,000 shares of
common stock in settlement of $40,000 in principal.
Payment of all outstanding principal and interest in relation to these Loans
were due in full on January 2, 2008.
The Loans interest rates are 12% per annum payable in arrears and are due upon
the maturity of the Loans. The Company accrued interest of $10,075 (2009 -
$10,650) on the loans during the year ended December 31, 2010.
F-8
<PAGE>
CANADIAN TACTICAL TRAINING ACADEMY INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2010
--------------------------------------------------------------------------------
NOTE 4 - CONVERTIBLE LOANS (cont'd.)
The Loans are convertible at the shareholders' option into common stock at the
lower of ten day average common share price immediately preceding the date of
the Loans or the ten day average common share price immediately preceding the
date that a Lender provides Notice of Conversion to the Company, but in no
circumstance at a conversion rate of less than $0.001 per common share. The
Loans are secured by the assets of the Company, and provide that in the
occurrence of certain events the Loans' maturities are accelerated. The Company
may prepay the Loans at anytime without penalty or bonus.
The ten day average share price immediately preceding the date of the loan was
equal to the share price on the agreement date. The conversion feature had no
intrinsic value and accordingly no beneficial conversion feature was recorded.
As at December 31, 2010, the Company has not repaid all of the Loans, nor have
the shareholders' provided a Notice of Conversion to the Company. The Company is
currently in negotiations with the shareholders to settle the outstanding
principal and interest.
NOTE 5 - COMMON STOCK
During the year ended December 31, 2007, the Company affected a 20:1 reverse
split of its issued and outstanding common stock. All share and per share
balances have been retroactively restated to reflect the reverse split for all
periods presented in these financial statements.
During the year ended December 31, 2007, the Company entered into a subscription
agreement for the issuance of 2,000,000 common shares at a price of $0.005 per
share and received $10,000 in advance. These shares have not been issued.
During the year ended December 31, 2008, the Company received an additional
amount of $10,000 in advance for the issuance of 2,000,000 common shares at a
price of $0.005 per share. These shares have also not been issued.
At September 30, 2010, included in obligation to issue shares is the following:
(a) 71,000,000 shares of common stock to settle a Loan (Note 4), and
(b) 9,000,000 shares of common stock to settle a Loan (Note 4).
On October 21, 2010, the Company issued the following common shares:
(a) 80,000,000 shares of common stock pursuant to the Agreement (Note 1);
and
(b) 120,000,000 shares of common stock to settle Loans (Notes 3 and 4).
NOTE 6 - STOCK OPTION PLAN
During the year ended December 31, 2004, the Company established a stock option
plan pursuant to which 274,152 common shares were reserved for issuance. During
the year ended December 31, 2004, the Company granted 216,250 stock options to
directors, executive officers and employees and recognized $222,199 in
share-based compensation expense. The options have an exercise price of $0.02
and a term of 10 years. All options were vested as of December 30, 2005 and are
outstanding as of December 31, 2009.
F-9
<PAGE>
CANADIAN TACTICAL TRAINING ACADEMY INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2010
--------------------------------------------------------------------------------
NOTE 7 - INCOME TAXES
The Company is subject to United States federal and state income taxes at an
approximate rate of 35% (2009 - 35%). The reconciliation of the provision for
income taxes at the United States federal statutory rate compared to the
Company's income tax expense as reported is as follows:
2010 2009
---------- ----------
Non-capital loss carry forwards $2,829,663 $2,784,296
Statutory tax rate 35% 35%
Effective tax rate -- --
---------- ----------
Deferred tax asset 990,382 974,503
Valuation allowance (990,382) (974,503)
---------- ----------
Net deferred tax asset $ -- $ --
========== ==========
2010 2009
---------- ----------
Net loss before income taxes $ 56,345 $ 83,757
Non-deductible items (10,978) (10,185)
---------- ----------
45,367 73,572
Statutory tax rate 35% 35%
---------- ----------
Deferred tax asset 15,878 25,750
Change in valuation allowance (15,878) (25,750)
---------- ----------
$ -- $ --
========== ==========
The amount taken into income as deferred income tax assets must reflect that
portion of the income tax loss carry forwards that is more likely-than-not to be
realized from future operations. The Company has chosen to provide a full
valuation allowance against all available income tax loss carry forwards,
regardless of their time of expiry.
No provision for income taxes has been provided in these financial statements
due to the net loss for the years ended December 31, 2010 and 2009. The
potential tax benefit of these losses may be limited due to certain change in
ownership provisions under Section 382 of the Internal Revenue Code and similar
state provisions.
NOTE 8 - SUBSEQUENT EVENTS
June 2, 2011- The authorized number of shares was increased from 250,000,000 to
450,000,000.
March 28, 2012 -Canadian Tactical Training Academy Inc. borrowed $150,000 for 24
months. Interest of $1,562.50 is payable each month.. The loan is scheduled to
be repaid in full by March 28, 2014. The lenders will receive 100,000 common
shares of CTTA to be issued from the treasury before December 31, 2012
May 2012- 48,500,000 treasury shares were issued to five entities in return for
$97,500 paid to or on behalf of company. Cost basis is $..002.
F-10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.5
<SEQUENCE>2
<FILENAME>ex3-5.txt
<DESCRIPTION>CERTIFICATE OF AMENDMENT
<TEXT>
Exhibit 3.5
ROSS MILLER
Secretary of State Document Number
254 North Carson Street, Suite 1 20100832021-19
Carson City, Nevada 89701-4520 Filing Date and Time
(775) 684-5708 11/04/2010 9:35 AM
Website: www.nvsos.gov Entity Number
C29353-2001
Certificate of Amendment Filed in the office of
(PURSUANT TO NRS 78.385 AND 78.390) /s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of Corporation:
Altos Explorations Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
Entity number C29353-2001
Article Number 1 is hereby amended to:
Canadian Tactical Training Academy Inc.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is:
4. Effective date of filing (optional):
(must be no later than 90 days after the certificate is filed)
5. Signature (Required) /s/ Greg Thompson
------------------------------
Signature of Officer
* If any proposed amendment would alter or change any preferences or any
relative or other right given to any class or series of outstanding shares, then
the amendment must be approved by the vote. In addition to the affirmative vote
otherwise required of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.6
<SEQUENCE>3
<FILENAME>ex3-6.txt
<DESCRIPTION>CERTIFICATE OF AMENDMENT
<TEXT>
Exhibit 3.6
ROSS MILLER
Secretary of State Document Number
254 North Carson Street, Suite 1 201110414192-35
Carson City, Nevada 89701-4520 Filing Date and Time
(775) 684-5708 06/02/2011 9:30 AM
Website: www.nvsos.gov Entity Number
C29353-2001
Certificate of Amendment Filed in the office of
(PURSUANT TO NRS 78.385 AND 78.390) /s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of Corporation:
Canadian Tactical Training Academy Inc.
C29353-2001
2. The articles have been amended as follows (provide article numbers, if
available):
Increase the number of Authorized Shares from 250,000,000 to 450,000,000 at .001
par value.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 59.3%
4. Effective date of filing (optional): 6/1/11
(must be no later than 90 days after the certificate is filed)
5. Signature (Required) /s/ Jocelyn Moisan
------------------------------
Signature of Officer
* If any proposed amendment would alter or change any preferences or any
relative or other right given to any class or series of outstanding shares, then
the amendment must be approved by the vote. In addition to the affirmative vote
otherwise required of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>4
<FILENAME>ex31.txt
<DESCRIPTION>SECTION 302 CERTIFICATION
<TEXT>
EXHIBIT 31
CERTIFICATION
PURSUANT TO RULE 13A-14(A) OR 15D-14(A)
OF THE U.S. SECURITIES EXCHANGE ACT OF 1934
I, Jocelyn Moisan, certify that:
1. I have reviewed this report on Form 10-K for the fiscal year ended December
31, 2010 of Canadian Tactical Training Academy Inc.
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make
the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which the annual report is being prepared;
b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect the registrant's internal
control over financial reporting;
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's control over
financial reporting.
Date: October 31, 2012 By: /s/ Jocelyn Moisan
-----------------------------------
Jocelyn Moisan
President
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>5
<FILENAME>ex32.txt
<DESCRIPTION>SECTION 906 CERTIFICATION
<TEXT>
EXHIBIT 32
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AND RULE 13A-14(B) OR RULE 15D-14(B)
OF THE U.S. SECURITIES EXCHANGE ACT OF 1934
In connection with the annual report of Canadian Tactical Training Academy, Inc.
(the "Company") on Form 10-K for the fiscal year ended December 31, 2010 as
filed with the Securities and Exchange Commission on October 31, 2012 (the
"Report"), each of the undersigned, in the capacities and on the dates indicated
below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: October 31, 2012 /s/ Jocelyn Moisan
-----------------------------------
Jocelyn Moisan
President
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>6
<FILENAME>chart.pdf
<DESCRIPTION>CHART FOR 10-K
<TEXT>
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