-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BnuMgRCBjyKMDb7QFlzBh//Yp+VqKJHGVcxayqU94v2b/KjnDtFsLBm6aagpdGS2 fRwoiJIEPVwsFge0VTyRNw== 0001469299-10-000169.txt : 20100524 0001469299-10-000169.hdr.sgml : 20100524 20100521195541 ACCESSION NUMBER: 0001469299-10-000169 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100331 FILED AS OF DATE: 20100524 DATE AS OF CHANGE: 20100521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ForgeHouse, Inc. CENTRAL INDEX KEY: 0001321516 STANDARD INDUSTRIAL CLASSIFICATION: GREETING CARDS [2771] IRS NUMBER: 201903454 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-51465 FILM NUMBER: 10852234 BUSINESS ADDRESS: STREET 1: 1906 BERKELEY AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90026 BUSINESS PHONE: 323-868-2002 MAIL ADDRESS: STREET 1: 1906 BERKELEY AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90026 FORMER COMPANY: FORMER CONFORMED NAME: Milk Bottle Cards Inc. DATE OF NAME CHANGE: 20050323 10-Q 1 forgehouseform10q033110.htm FORGEHOUSE FORM 10-Q 03/31/10 forgehouseform10q033110.htm



 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q

x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the quarterly period ended March 31, 2010

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the transition period from ____to____
 
  Commission File Number: 000-51465
 
FORGEHOUSE, INC.
(Exact name of small business issuer as specified in its charter)

Nevada
20-1904354
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

1906 Berkeley Avenue, Los Angeles, CA 90026
(Address of principal executive offices)

(323) 868-2002
(Issuer’s Telephone Number)
   

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 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. xYes oNo
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). oYes oNo

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer       
o
(Do not check if a smaller reporting company)
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYes xNo
 
 
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
29,500,000 shares of common stock issued and outstanding at May 21, 2010.


 
1

 


FORGEHOUSE, INC.
FORM 10-Q
QUARTERLY PERIOD ENDED MARCH 31, 2010

INDEX

A Note About Forward Looking Statements
3
   
PART I - FINANCIAL INFORMATION
 
   
Item 1 - Financial Statements of ForgeHouse, Inc.:
F-1 
   
Balance Sheets (unaudited) as of March 31, 2010 and December 31, 2009
F-2
   
Statements of Operations (unaudited) for each of the Three-Month Periods Ended March 31, 2010 and 2009
F-3
   
Statements of Cash Flows (unaudited) for each of the Three-Month Periods Ended March 31, 2010 and 2009
F-4
   
Notes to the Financial Statements (unaudited)
F-5
   
Item 2 - Management’s Discussion and Analysis of Financial Condition or Results of Operations
4
   
Item 4 - Controls and Procedures
6
   
PART II - OTHER INFORMATION
 
   
Item 6 - Exhibits
7
   
Signatures
10


 
2

 

A Note About Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management’s current expectations. These statements may be identified by their use of words like “plans,” “expect,” “aim,” “believe,” “projects,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and other expressions that indicate future events and trends. All statements that address expectations or projections about the future, including statements about our business strategy, expenditures, and financial results, are forward-looking statements. We believe that the expectations reflected in such forward-looking stat ements are accurate. However, we cannot assure you that such expectations will occur.

Actual results could differ materially from those in the forward looking statements due to a number of uncertainties including, but not limited to, those discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations.  Factors that could cause future results to differ from these expectations include general economic conditions; further changes in our business direction or strategy; competitive factors; market uncertainties; and an inability to attract, develop, or retain consulting or managerial agents or independent contractors.  As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do n ot occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements. You should not unduly rely on these forward-looking statements, which speak only as of the date of this Quarterly Report. Except as required by law, we are not obligated to release publicly any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.
 
 

 
3

 
ForgeHouse, Inc.
 
Index to the Financial Statements
As of March 31, 2010 and December 31, 2009 and
For Each of the three-month periods ended March 31, 2010 and 2009


 
 
Financial Statements of ForgeHouse, Inc. (a Nevada Corporation):
   
    Balance Sheets as of March 31, 2010 (unaudited) and
    December 31, 2009 
  F-2
    Statements of Operations for each of the three-month
    periods ended March 31, 2010 and 2009 (unaudited) 
  F-3
    Statements of Cash Flows for each of the three-month
    periods ended March 31, 2010 and 2009 (unaudited) 
  F-4
Notes to the Financial Statements    F-5
 


 
F-1

 
ForgeHouse, Inc.
 
Balance Sheets
March 31, 2010 and December 31, 2009


ASSETS
 
   
As of March 31,
2010
    As of December 31, 2009  
    (unaudited)         
Current assets:
           
    Cash    $ 41,513     66,126  
        Total current assets     41,513       66,126  
                 
Oil and Gas interests      22,180       22,810  
                 
Total assets   $ 64,323     $ 88,936  
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
Current liabilities:             
    Accounts payable and accrued expenses    $ 9,723     29,036  
    Unsecured demand notes payable and accrued interest     57,363       56,130  
    Dividend payable      73,938       73,938  
      Total current liabilities     141,024       159,104  
                 
Commitments and contingencies (note 7)                 
                 
Stockholders' deficit:                 
    Preferred stock, par value $0.001 with 10,000,000 shares authorized                 
       Series A Convertible Preferred stock, par value $0.001, 2,000,000 shares authorized,
       2,000,000 shares issued and outstanding. Senior as to all other equity instruments,
       voting and with a dividend rate of 4% of the stated liquidation preference amount
       of $2,000,000 convertible on a one for one basis into common stock 
  $ 2,000     $ 2,000  
    Common stock, $0.001 par value, 100,000,000 shares authorized, 29,500,000 shares issued and outstanding      29,500       29,500  
    Additional paid in capital      6,881,234       6,881,234  
    Accumulated deficit      (6,989,435 )     (6,982,902 )
                 
Total stockholders' deficit   $ (76,701 )   $ (70,168 )
Total liabilities and stockholders' deficit   $ 64,323     $ 88,936  

The accompanying notes are an integral part of the financial statements.
 
 
F-2

 
ForgeHouse, Inc.
 
Statements of Operations
For each of the three-month periods ended March 31, 2010 and 2009

 

 
    For the three-month period ended March 31,  
    2010     2009  
    (unaudited)      (unaudited)   
Operating expenses:             
    General and administrative      300       1,609  
    Professional fees      5,000       -  
       Total operating expenses         5,300       1,609  
                 
Loss from operations      (5,300 )     (1,609 )
                     
    Interest expense      1,233       32,917  
                 
Loss from continuing operations     (6,533 )     (34,526 )
                 
Discontinued operations:                 
    Loss from operations of discontinued OneVision business      -       (290,157
Net loss   (6,533   (324,683 )
                 
Loss per share:                 
    Loss per share from continuing operations,
    basic and diluted
  0.00       0.00  
    Loss per share from discontinued operations,
    basic and diluted 
   0.00        0.00  
    Net loss per share, basic and diluted   $ 0.00     $ (0.01 )
    Weighted average shares outstanding,
   basic and diluted
     29,500,000        28,289,834  
 
 

 
The accompanying notes are an integral part of the financial statements.
 
F-3

 
ForgeHouse, Inc.
 
Statements of Cash Flows
For each of the three-month periods ended March 31, 2010 and 2009

 
 
    For the three-month period ended March 31,  
    2010     2009  
    (unaudited)      (unaudited)   
Cash flows used in operating activities:            
    Net loss   $ (6,533   $ (324,683 )
    Loss from discontinued operation      -       290,157  
       Loss from continuing operations      (6,533 )     (614,840 )
       Options issued for compensation     -       85,082  
       Increase (decrease) in liabilities:                 
          Accounts payable - trade      (19,313     -  
          Accrued interest on debt      1,233       1,232  
                 
Cash from (used in) operating activities - continuing operations      (24,613     (238,369 )
Cash used in operating activities - discontinued operation      - )     239,520  
Cash provided by (used in) operating activities     (24,613 )     1,151  
Cash flows used in financing activities:                
Cash used in financing activities - discontinued operations      -       (1,151 )
Cash used in financing activities     -       (1,151
Net decrease in cash     (24,613     -  
Cash at beginning of period     66,126       -  
Cash at end of period   $ 41,513     -  
 
 
Supplemental Disclosure of Cash Flow Information
 
    For the three-month period ended March 31,  
    2010     2009  
    (unaudited)     (unaudited)  
Cash paid during the fiscal years for:             
    Interest    $ -     $ 125  
    Income taxes    $ -     $ -  
 
 
The accompanying notes are an integral part of the financial statements.
 
F-4

 
ForgeHouse, Inc.
 
Notes to the Financial Statements
As of March 31, 2010 and December 31, 2009 and
For each of the three-months periods ended March 31, 2010 and 2009

 
1.       Description of the Company's Business
 
Nature of Operations
 
ForgeHouse, Inc. (the Company, we, or our) was incorporated under the laws of the state of Nevada in 2004.  The Company engaged in the development and ongoing enhancement to OneVision®, its proprietary software system, and its sale, until December 2009.  The OneVision® system is a web based application that offers a virtual command and control system for certain private industry and governmental compliance, physical security and maintenance applications.  In December 2009, the Company sold its assets and liabilities associated with the OneVision® software to Enforce Global LLC, a Georgia Company owned by certain of the Company's former officers who were significant shareholders (the Former Officers). The Former Officers resigned their positions held with the Company on December 29, 2009 (Note 2).  Earlier in December 2009, the Company acquired Northern Future Energy Corporation (NFEC), a Nevada energy exploration company with oil and gas interests in Alaska (Note 4).  At March 31, 2010 and December 31, 2009, the Company's balance sheet is comprised of the assets and liabilities of NFEC's oil and gas operations.  The Company's statements of operations for the three-month periods ended March 31, 2010 and 2009 reflect corporate and NFEC operating expenses. Operating results of the discontinued OneVision® subsidiary are presented as a single line item (Discontinued Operation) for the three-month period ending March 31, 2009.
 
2.       Discontinued Operation
 
On December 29, 2009, the Company entered into an asset purchase agreement with Enforce Global Solutions, LLC (Enforce), a Georgia limited liability company owned by the Former Officers.  Under the agreement, Enforce bought all of the assets of the OneVision business, including the intellectual properties, and assumed all of the OneVision liabilities.  The purchase resulted in a disposition by the Company of a net liability of $1,881,998.  As consideration for the transaction, the Former Officers delivered to us all of the shares they owned in the Company; 10,789,834 shares of our common stock valued at a par value of $10,790.  The Company has recorded those shares as received into treasury and cancelled.  Simultaneously with the close of the asset purchase agreement, all of the other One Vision employees of the Company resigned.  The operating results of the OneVision business are presented as a discontinued operation.
 
 


 
 
F-5

 
 
ForgeHouse, Inc.
 
Notes to the Financial Statements
As of March 31, 2010 and December 31, 2009 and
For each of the three-months periods ended March 31, 2010 and 2009


 
 
The following is a summary of the net liabilities sold disposed of at the closing date of December 29, 2009:
 
   
December 29,
2009
 
Cash    $ 73,805  
Accounts receivable      96,476  
Inventory      34,657  
Prepaid insurance      1,967  
    Current assets of discontinued operation      206,905  
Equipment, net of accumulated depreciation of $47,894 and $37,739      15,277  
Software development costs, net of accumulated amortization of $164,667 and $130,000      8,667  
Deposits      3,623  
    Total assets of discontinued operation    $ 234,472  
         
Liabilities        
Notes payable in default      -  
Accounts payable    $ 740,049  
Related party payable      53,087  
Accrued payroll and related expenses      731,825  
Accrued expenses      7,939  
Capital lease      -  
Deferred revenue      168,570  
Note payable      415,000  
    Total liabilities of discontinued operation      2,116,470  
  Net liability of discontinued operation   1,881,998  
 

 
 
 
F-6

 
ForgeHouse, Inc.
 
Notes to the Financial Statements
As of March 31, 2010 and December 31, 2009 and
For each of the three-months periods ended March 31, 2010 and 2009



 
The accompanying table presents the details of the discontinued operations as reported on the face of the Statements of Operations for the three-month period ended March 31, 2009:
 
   
For the three-month period ended March 31,
    2009
Revenues:       
    Service contract revenue    $ 51,918  
    Product revenue       74,258  
       Net revenues      126,176  
Costs and expenses:         
    Costs of revenues      100,440  
    General and administrative      39,153  
    Software and development costs      2,540  
    Payroll related expenses      171,667  
    Depreciation and amortization      11,187  
    Stock based charges      85,082  
    Professional fees      5,341  
    Interest expense      909  
    Other expense      14  
Loss from operations of discontinued OneVision business   (290,157 )
 
 

 
F-7

 
ForgeHouse, Inc.
 
Notes to the Financial Statements
As of March 31, 2010 and December 31, 2009 and
For each of the three-month periods ended March 31, 2010 and 2009
 


 
3.       Summary of Significant Accounting Policies
 
Basis of Presentation
 
These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 8 of SEC Regulation S-X. The principles for interim financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. The condensed financial statements included herein are unaudited; however, in the opinion of management, they contain all normal recurring adjustments necessary for a fair statement of t he condensed results for the interim periods. Operating results for the three-month period ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.  We made certain reclassifications to prior-period amounts to conform to the current presentation.
 
Recent Accounting Pronouncements
 
In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162,” and also issued Accounting Standards No. 2009-01, “Generally Accepted Accounting Principles” (ASC Topic 105-10), which establishes the FASB Accounting Standards Codification (the “Codification” or “ASC”) as the official single source of authoritative U.S. generally accepted accounting principles (“GAAP”). All guidance contained in the Codification carries an equal level of authority.  All existing accounting standards are superseded.  All other accounting guidance not included in the Codification will be considered non-authoritative.  The Codification also in cludes all relevant SEC guidance organized using the same topical structure in separate sections within the Codification.  The Codification is not intended to change GAAP, but it will change the way GAAP is organized and presented.  The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  Except for the disclosure requirements, the adoption of this statement did not have an impact on the determination or reporting of the Company’s financial statements. The Codification does not change current US GAAP, but is intended to simplify user access to all authoritative US GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered non-authoritative. As it relates to the Company, the Codification is effective July 1, 2009 and will require future references to authoritative US GAAP to coincide with the appropriate section of the Codification. Accordingly, this standard will not have an impact on the Company’s results of operations or financial condition.
 

 
F-8

 
ForgeHouse, Inc.
 
Notes to the Financial Statements
As of March 31, 2010 and December 31, 2009 and
For each of the three-month periods ended March 31, 2010 and 2009
 


 
In May 2009, the FASB issued ASC 855, authoritative guidance that already existed within generally accepted auditing standards, concerning recognition and disclosure of subsequent events. This guidance addresses events which occur after the balance sheet date but before the issuance of financial statements. As under previous practice, an entity must record the effects of subsequent events that provide evidence about conditions that existed at the balance sheet date and must disclose but not record the effects of subsequent events which provide evidence about conditions that did not exist at the balance sheet date.
 
In February 2010, the FASB issued Accounting Standards Update 2010-09 which amends ASC 855.  FASB 2010-09 defines the term “SEC Filer” and eliminates the requirement that an SEC filer disclose the date through which subsequent events have been evaluated.  This change was made to alleviate potential conflicts between ASC 855-10 and the reporting requirements of the SEC.  FASB 2010-09 is effective immediately, but is not expected to have a material effect on the Company’s financial statements.
 
In June 2009, the FASB issued guidance regarding the accounting for transfers of financial assets which amends the derecognition guidance and eliminates the exemption from consolidation for qualifying special-purpose entities. This statement is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009. This statement does not have any impact on our financial position or results of operations.
 
In June 2009, the FASB issued guidance which amends the consolidation guidance applicable to variable interest entities. The amendments affect the overall consolidation analysis. This statement effective as of the beginning of the first fiscal year that begins after November 15, 2009. This statement does not have any impact on our financial position or results of operations.

 
F-9

 
ForgeHouse, Inc.
 
Notes to the Financial Statements
As of March 31, 2010 and December 31, 2009 and
For each of the three-month periods ended March 31, 2010 and 2009
 

 
Revenue Recognition
 
The Company recognizes revenue only when all of the following criteria have been met:
 
·  
Persuasive evidence of an arrangement exists;
·  
Delivery has occurred or services have been rendered;
·  
The fee for the arrangement is fixed or determinable; and
·  
Collectability is reasonably assured.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent obligations in the financial statements and accompanying notes. Our most significant assumptions relate to the discontinued operation and valuation reserve related to our tax asset. The estimation process requires assumptions to be made about future events and conditions, and as such, is inherently subjective and uncertain. Actual results could differ materially from our estimates.
 
Oil and Gas Properties
 
The Company follows the full cost method of accounting for its investments in oil and gas properties. Under the full cost method, all costs associated with the exploration of properties are capitalized into appropriate cost centers within the full cost pool.  Internal costs that are capitalized are limited to those costs that can be directly identified with acquisition, exploration, and development activities undertaken and do not include any costs related to production, general corporate overhead, or similar activities.  Cost centers are established on a country-by-country basis.
 

 
F-10

 
ForgeHouse, Inc.
 
Notes to the Financial Statements
As of March 31, 2010 and December 31, 2009 and
For each of the three-month periods ended March 31, 2010 and 2009
 



 
Capitalized costs within the cost centers are amortized on the unit-of-production basis using proved oil and gas reserves. The cost of investments in unproved properties and major development projects are excluded from capitalized costs to be amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such a determination is made, the properties are assessed annually to ascertain whether impairment has occurred.  The costs of drilling exploratory dry holes are included in the amortization base immediately upon determination that the well is dry.
 
 
For each cost center, capitalized costs are subject to an annual ceiling test, in which the costs shall not exceed the cost center ceiling.  The cost center ceiling is equal to i) the present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions;  plus ii) the cost of properties not being amortized; plus iii) the lower of cost or estimated fai r value of unproven properties included in the costs being amortized; less iv) income tax effects related to differences between the book and tax basis of the properties.  If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the cost center ceiling, the excess is charged to expense and separately disclosed during the period in which the excess occurs.
 
Fair Value of Financial Instruments
 
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.
 
We utilize the market approach to measure fair value for our financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:
 

 
F-11

 
ForgeHouse, Inc.
 
Notes to the Financial Statements
As of March 31, 2010 and December 31, 2009 and
For each of the three-month periods ended March 31, 2010 and 2009
 

 
 
 
Level 1:  Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
 
Level 2:  Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
 
Level 3:  Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
 
In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as the consideration of counterparty credit risk in its assessment of fair value.
 
The adoption of this statement did not have a material impact on our results of operations and financial condition. The carrying values of our cash, cash equivalents and marketable securities, carried at fair value as of March 31, 2010, are classified in the table below in one of the three categories described above:
 
 
Fair Value Measurements at March 31, 2010
 
      Level 1     Level 2     Level 3     Total  
  Cash & Equivalents    $ 41,513       -       -     $ 41,153  
                                   
 
 
Basic and Diluted Loss Per Share
 
Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period.  Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of warrants to purchase common shares.  In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
 
 
 

 
F-12

 
ForgeHouse, Inc.
 
Notes to the Financial Statements
As of March 31, 2010 and December 31, 2009 and
For each of the three-month periods ended March 31, 2010 and 2009
 


Cash, Cash Equivalents and Concentration of Credit Risk
 
The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents. As of March 31, 2010, the Company had cash of $41,513 which did not exceed the United States (FDIC) federal insurance limit.
 
Impairment of Long-Lived Assets
 
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Fair value is determined based on the estimated discounted future cash flows expected to be generated by the asset. The factors considered by management in performing this assessment include current operating results and trends and prospects, as well as the effects of obsolescenc e and economic factors.
 
Income Taxes
 
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non - -current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
 
4.       Acquisition of Operating subsidiary
 
On December 16, 2009, the Company acquired Northern Future Energy Corporation (NFEC), an oil and gas Company.  Under the terms of the purchase agreement, the Company issued 12,000,000 shares of the Company's common stock in exchange for all outstanding equity of NFEC. The purchase price was valued at the fair value of the net asset acquired, which was $78,332 at the time of acquisition, a per share value of $0.0065. NFEC was incorporated under the laws of the State of Nevada on October 22, 2009. On November 20, 2009, NFEC acquired an 87.5% net revenue interest in a certain oil and gas lease in the state of Alaska. NFEC is an exploration stage company involved in the oil and gas exploration business.
 

 
F-13

 
ForgeHouse, Inc.
 
Notes to the Financial Statements
As of March 31, 2010 and December 31, 2009 and
For each of the three-month periods ended March 31, 2010 and 2009
 

 
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. The purchase price allocation herein is based on management’s assessment of the fair value of both the assets acquired and liabilities assumed.
 
 
     
December 16,
2009
 
  Cash    $ 68,626  
      Total current assets    $ 68,626  
  Oil and gas interest      22,810  
     Total assets      91,436  
  Accrued expenses      13,104  
     Total liabilities      13,104  
  Net asset at acquisition   $ 78,332  
           
 
5.       Oil and Gas Interests
 
Northern Future Energy Corporation, which was acquired by the Company in December 2009, owns an oil and gas lease in Anchorage, Alaska, with a fair value of $22,810.  Production on the properties has not commenced and there can be no assurance that any hydrocarbons will be economically recoverable; however, pre-production activities, such as a multi-phase exploration program of trenching, sampling, geophysical surveys and test drilling have commenced subsequent to March 31, 2010.
 
 
 
F-14

 
ForgeHouse, Inc.
 
Notes to the Financial Statements
As of March 31, 2010 and December 31, 2009 and
For each of the three-month periods ended March 31, 2010 and 2009
 

 

6.       Unsecured Demand Notes Payable
 
     
March 31,
2010
   
December 31,
2009
 
 
Two $25,000 unsecured demand notes,
interest is payable upon demand of payment of the principal,
bear interst at a rate of 10% per annum. 
  $ 50,000     $ 50,000  
 
    
    Unsecured demand notes payable
  $ 50,000     $ 50,000  
 
Unsecured Demand Notes Payable and Accrued Interest
 
The Company has two notes payable to an individual who is a shareholder of the Company.  The notes payable are unsecured and each has a face value of $25,000 with a fixed interest rate of 10.00% per annum simple.  The notes payable are due on demand and there is a total of $7,363 of accrued and unpaid interest owed as of March 31, 2010.
 
7.       Commitments and Contingencies
 
Financial Results, Liquidity and Management's Plan
 
The Company was unable to expand its OneVision® product license holders and related revenue and sold all assets and liabilities associated with the OneVision® business. The Company's new business activities are related to the development and acquisition of oil and gas interests.  Oil and gas interests in Alaska were acquired in December 2009, but it is unknown if the interests are viable to sustain operations.
 
The accompanying financial statements as of March 31, 2010 have been prepared assuming the Company will continue as a going concern. The Company has experienced recurring losses and negative cash flows from operations, has no revenue and has an accumulated deficit of $6,989,435 at March 31, 2010..  These factors raise substantial doubt about the Company's ability to continue as a going concern. Management intends to raise additional debt and/or equity financing to fund future oil and gas operations.  Management believes that its plans will contribute towards achieving profitability but there is no assurance that they can be implemented; or that the results will be of a sufficient level necessary to meet the Company’s ongoing cash needs.  No assurances can be given that the Company can obtain sufficient working capital through borrowings or that the continued implementation of its business plan will generate sufficient revenues in the future to sustain ongoing operations.
 
The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.  As discussed in Note 2, the Company was able to dispose of significant net liabilities on December 29, 2009 related to the OneVision® business.

 
F-15

 
ForgeHouse, Inc.
 
Notes to the Financial Statements
As of March 31, 2010 and December 31, 2009 and
For each of the three-month periods ended March 31, 2010 and 2009
 

 
Legal Actions
 
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
 
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.
 
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
 
Operating Leases
 
The Company's facilities lease associated with the discontinued operation was transferred with the other assets and liabilities of the OneVision® business as part of the asset purchase agreement in Note 2.  At March 31, 2010, the Company does not have any leases.
 
 
F-16

ForgeHouse, Inc.
 
Notes to the Financial Statements
As of March 31, 2010 and December 31, 2009 and
For each of the three-month periods ended March 31, 2010 and 2009
 
 
 
 
8.       Equity Transactions
 
Options Activity
 
A summary of the stock option activity from December 31, 2008 through March 31, 2010 is presented below:
 
 
    Number of Options     Weighted Average Exercise Price     Weighted Average Remaining Contractual Term (Years)     Aggregate Intrinsic Value  
Outstanding at
  December 31, 2008
  1,652,000      $ 1.00      6.3      -  
Granted     -       -      -      -  
Exercised      -       -      -      -  
Forfeited     (1,652,000 )     -      -      -  
Expired      -       -      -      -  
Outstanding at
  December 31, 2009
  and March 31, 2010
    -     -       -     $ -  
 
Upon resignation of certain of the Company's officers and the OneVision employees (Note 2), employee options to purchase 1,652,000 shares of the Company's common stock were terminated.
 

 
F-17

 
 
ForgeHouse, Inc.
 
Notes to the Financial Statements
As of March 31, 2010 and December 31, 2009 and
For each of the three-month periods ended March 31, 2010 and 2009
 
 
Warrant Activity
 
A summary of warrant activity from December 31, 2008 through March 31, 2010 is presented below:
 
 
      Number of Warrants     Weighted Average Exercise Price  
  Outstanding, December 31, 2008      2,000,000     $ 1.00  
      Issued       -       -  
      Exercised       -        -  
      Expired      (2,000,000   1.00  
  Outstanding and exercisable March 31, 2010     -     $ -  
                   
 
 
On January 31, 2010, 2,000,000 2-year warrants with an exercise price of $1.00 expired.
 
Shares Reserved for Future Issuance
 
The Company has reserved shares for future issuance upon conversion of preferred stock:
 
  Conversion of Preferred stock  2,000,000  
  Reserved shares At March 31, 2010 2,000,000  
 
 

 
F-18

 
ForgeHouse, Inc.
 
Notes to the Financial Statements
As of March 31, 2010 and December 31, 2009 and
For each of the three-month periods ended March 31, 2010 and 2009
 



 
9.
Loss Per Share
 
 
Basic and diluted loss per share is computed using the weighted-average number of common shares outstanding.  Since there was a net loss in each period presented, the effect of potentially dilutive common shares is not considered as their effect would be anti-dilutive.  Basic net loss per share is computed using the weighted-average number of common shares. The computations of basic and diluted net loss per share for the three-month periods ended March 31, 2010 and 2009 are as follows:
 
 
    For the three-month period ended March 31,  
    2010     2009  
Numerator:            
    Net loss   $ (6,533   $ (324,683 )
Denominator:                
    Basic weighted-average shares     29,500,000       28,289,834  
    Effect of dilutive securities:                
    Common stock options and warrants     -       -  
    Convertible preferred stock     -       -  
    Dilutive potential common shares     29,500,000       28,289,834  
Net loss per share                
    Basic and diluted   $ (0.00 )   $ (0.01 )
 
 
The following table sets forth potential shares of common stock that are not included in the calculation of diluted loss per share because to do so would be antidilutive since the Company reported losses in each reporting period:
 
    As of March 31,  
    2010     2009  
Options to purchase shares of common stock     -       1,652,000  
Warrants to purchase shares of common stock     -       2,000,000  
Convertible preferred stock     2,000,000       2,000,000  
Total     2,000,000       5,652,000  
 

 
 
F-19

 
 

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
Forward-Looking Statements.
 
The following discussion may contain certain forward-looking statements.  Such statements are not covered by the safe harbor provisions.  These statements include the plans and objectives of management for future growth of the Company, including plans and objectives related to the consummation of acquisitions.  The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties.  Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company.  Although the Company believes that the assumptions underlyin g the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate.  In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
 
The words “we,” “us,” and “our” refer to the Company.  The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward-looking statements.”  Actual results could differ materially from those projected in the forward looking statements as a result of a number of risks and uncertainties, including but not limited to: (a) limited amount of resources devoted to achieving our business plan; (b) our failure to implement our business plan; (c) our strategies for dealing with negative cash flow; and (d) other risks that ar e discussed in this report or included in our previous filings with the Securities and Exchange Commission.
 
General.
 
ForgeHouse, Inc. (“we,” “our,” “us,” or the “Company”), is a corporation that was formed in Nevada on November 19, 2004.  Our principal place of business is located at 1906 Berkeley Avenue, Los Angeles, California 90026.  Between January 31, 2008, and December 16, 2009, we were solely engaged in the business of developing and selling physical security industry application and software (the “Prior Business”).  We supplemented that business on that date with the acquisition of Northern Future Energy Corp., a Nevada corporation engaged in the oil and gas business.  We have since discontinued our Prior Business and in December 2009, our management changed.
 
 
4

 
 
 
Business.
 
We were engaged in the Prior Business, primarily directly, but also through a wholly-owned subsidiary, ForgeHouse, LLC, a Georgia limited liability company (“FH LLC”).  As of December 29, 2009, we sold all of the property and assets associated with the Prior Business and, as of December 31, 2009, we sold all of our membership interests in FH LLC.
 
On December 16, 2009, we entered into an agreement and Plan of Merger (the “Merger Agreement”) with Northern Future Energy Corp. and our newly formed, wholly-owned subsidiary, NFE Acquisition Corp.  In anticipation of the Merger Agreement, we had previously formed the acquisition subsidiary into which, at closing, Northern Future Energy Corp. was merged and was the surviving entity.  Our newly acquired subsidiary owns oil and gas properties located near Anchorage, Alaska.  Production on the properties has not commenced and there can be no assurance that any hydrocarbons will be economically recoverable, if at all; however, pre-production activities, such as a multi-phase exploration program of trenching, sampling, geophysical surveys and test drilling have commenced.  We intend to conti nue such exploratory activities on the properties in the foreseeable future.
 
Industry Overview.
 
The petroleum industry is highly competitive and subject to significant volatility due to numerous market forces.  Crude oil and natural gas prices are affected by market fundamentals such as weather, inventory levels, competing fuel prices, overall demand, and the availability of supply.
 
Worldwide oil prices reached historical highs during the last half of 2008, before tumbling amid worldwide economic crisis.  Oil prices stabilized during 2009 and remain stable through the early part of 2010.  Future economic instability could impact demand, caused by a consumer shift to alternative fuel sources and/or supply, driven largely by concerns regarding the economic viability of extracting natural resources, thus affecting crude oil prices.
 
Oil prices have significantly affected profitability and returns for upstream producers.  Oil prices cannot be predicted with any certainty.  During the past ten years the industry has experienced wide fluctuations in prices.  While local supply/demand fundamentals are a decisive factor affecting domestic natural gas prices over the long term, day-to-day prices may be more volatile in the futures markets, such as on the NYMEX and other exchanges, making it difficult to forecast prices with any degree of confidence.
 
For the Quarter Ended March 31, 2010 in Comparison to the Quarter Ended March 31, 2009.
 
Between January 31, 2008, and December 16, 2009, we were solely engaged in our Prior Business of developing and selling physical security industry application and software.  We supplemented that business with the acquisition of Northern Future Energy Corp. and engaged in the oil and gas business.  As of December 29, 2009, we sold all of the property and assets associated with the Prior Business and, as of December 31, 2009, we sold all of our membership interests in ForgeHouse LLC.
 
Exclusive of the discontinued operations of our Prior Business, we had no net revenues from operations in either the current quarter or the corresponding period in the prior year.  For the quarter ended March 31, 2010, we had a net operating loss of $6,533, as compared to a net operating loss of $324,683 in the prior year.  During this period, operating expenses increased to $5,300 from $1,609 in 2009.  Expenses consisted of professional fees, and general and administrative fees.  The professional fees were, to a large extent, to our auditors and legal counsel for preparation of our registration statement.
 
 
5

 
 
Liquidity and Capital Resources.
 
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.  At March 31, 2010, we had total assets of $64,000, of which current assets consisted of $42,000 in cash.  Total current liabilities at March 31, 2010, were $141,000.
 
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.  At March 31, 2010, we had a cash balance of $42,000 and a working capital deficit of $100,000.  At December 31, 2009, we had a cash balance of $66,000 and a working capital deficit of $93,000.
 
Net cash flows provided by operating activities for the quarter ended March 31, 2010, amounted to ($25,000) and were comprised primarily of trade payables and our net loss for the quarter.  Net cash flows used in financing activities for the quarter ended March 31, 2010, were nil.
 
At March 31, 2010, we had cash of $42,000, which cash balance represented a decrease of $25,000 in comparison with our cash balance at December 31, 2009, and an increase of $42,000 in comparison with our cash balance at March 31, 2009, in each case, net of the effects of our discontinued operations.  We have no currently planned material commitments for capital expenditures; however, we will need operating capital to continue our current business operations, although presently have no alternative source of operating capital.  Although we are considering various debt or equity financings, there can be no assurance that any financing will be available to us on terms acceptable to us or at the time that we would require such financing, or at all.  Failure to obtain any such financing will result in our inabilit y to effectuate our business plan.  As of the date of this Current Report, we have not entered into any agreements and have not received any commitments to obtain any such financing.
 
Off-Balance Sheet Arrangements.
 
We do not have any off-balance sheet arrangements.
 
ITEM 4. CONTROLS AND PROCEDURES.
 
The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2010.  There has been no change in the Company’s internal control over financial reporting during the quarter ended March 31, 2010, that has materially affected, or is reasonably likely to materially affect, the Compa ny’s internal control over financial reporting.
 

 
6

 

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS.

Exhibit
 
    Description of Exhibit
     
2.1
 
Agreement and Plan of Exchange by and among Milk Bottle Cards, Inc., and certain members of ForgeHouse, LLC, dated January 31, 2008 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
     
2.2
 
Capital Interest Purchase Agreement, by and among the Company and Paul Grootendorst, Bryan Irving, Brooks Mileson, and Ian Morl, dated January 31, 2008 (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
     
2.3
 
Repurchase Agreement, by and between the Company and Nicole Milkovich, dated January 31, 2008 (incorporated by reference to Exhibit 2.3 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
     
2.4
 
Agreement and Plan of Exchange by and between Northern Future Energy Corp. and NFE Acquisition Corp., dated December 16, 2009 (incorporated by reference to Exhibit 2.4 of the Company’s Annual Report on Form 10-K, filed May 14, 2010).
     
2.5
 
Asset Purchase Agreement by and between Enforce Global Solutions, LLC and the Company, dated as of December 29, 2009 (incorporated by reference to Exhibit 2.5 of the Company’s Annual Report on Form 10-K, filed May 14, 2010).
     
2.6
 
Membership Interest Purchase Agreement by and between the Company and John Britchford-Steel, dated as of December 31, 2009 (incorporated by reference to Exhibit 2.6 of the Company’s Annual Report on Form 10-K, filed May 14, 2010).
     
3.1
 
Amended and Restated Articles of Incorporation, as filed with the Secretary of State of the State of Nevada, effective January 31, 2008 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
     
3.2
 
Bylaws (incorporated by reference to Exhibit 3(ii) of the Company’s Registration Statement on Form SB-2, filed on April 15, 2005).
     
3.3
 
Certificate of Designation of Series A Convertible Preferred Stock, as filed with the Secretary of State of the State of Nevada, effective January 31, 2008 (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
 
 
 
7

 
 
     
3.4
 
Articles of Exchange, as filed with the Secretary of State of the State of Nevada, effective January 31, 2008 (incorporated by reference to Exhibit 3.4 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
     
3.5
 
Articles of Merger, as filed with the Secretary of State of the State of Nevada, effective December 16, 2009 (incorporated by reference to Exhibit 3.5 of the Company’s Annual Report on Form 10-K, filed May 14, 2010)
     
3.6
 
Certificate of Correction to Articles of Merger, as filed with the Secretary of State of the State of Nevada, effective January 29, 2010 (incorporated by reference to Exhibit 3.6 of the Company’s Annual Report on Form 10-K.
     
10.1
 
2008 Incentive Plan (incorporated by reference to Exhibit B of the Company’s definitive Information Statement on Schedule 14-C, filed January 2, 2008).
     
10.2
 
Form on Incentive Stock Option Award Agreement under the 2008 Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
     
10.3
 
Form of Nonqualified Stock Option Award Agreement under the 2008 Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
     
10.4
 
Employment Agreement with John Britchford-Steel, dated as of January 31, 2008 (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
     
10.5
 
Employment Agreement with Jose Alonso, dated as of January 31, 2008 (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
     
10.6
 
Mutual Release, by and among the Company, ForgeHouse, and Paul Grootendorst, Bryan Irving, Brooks Mileson, and Ian Morl, dated as of January 31, 2008 (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
 
 
 
8

 
 
     
10.7
 
Form of Lock-Up Agreement, dated as of December 12, 2007, by and between the Company and each of certain beneficial stockholders (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
     
10.8
 
Form of Subscription Agreement, dated as of January 31, 2008, by and between the Company and each of certain preferred stockholders (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
     
10.9
 
Form of Common Stock Purchase Warrant, dated as of January 31, 2008, by and between the Company and each of certain preferred stockholders (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
     
10.10
 
Debt Forgiveness Agreement, dated September 30, 2009, among the Company, Insurance Medical Group Limited, f/k/a After All Limited, Bryan Irving, Ian Morl, and John Britchford-Steel (incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q/A, filed November 24, 2009).
     
10.11
 
Promissory Note, in favor of Bryan Irving and Ian Morl, dated September 30, 2009 (incorporated by reference to Exhibit 10.11 of the Company’s Quarterly Report on Form 10-Q/A, filed November 24, 2009).
     
10.12
 
Reserved.
     
10.13
 
Employment Agreement with Jorge Vargas, dated as of February 15, 2008 (incorporated by reference to Exhibit 10.13 of the Company’s Quarterly Report on Form 10-QSB, filed May 20, 2008).
     
10.14
 
Service and Software License Agreement, dated April 15, 2007, by and between the Company and Securitas Security Services USA, Inc. (incorporated by reference to Exhibit 10.14 of the Company’s Quarterly Report on Form 10-QSB, filed May 20, 2008).
     
10.15
 
Office Lease Agreement, by and between the Company and Wolff Atlanta Portfolio, LLC (incorporated by reference to Exhibit 10.15 of the Company’s Quarterly Report on Form 10-QSB, filed May 20, 2008).
     
21.1
 
NFE Acquisition Corp.
     
31.1*
 
Certification of President and Treasurer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1*
 
Certification of President and Treasurer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*       Filed herewith.



 
9

 

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
FORGEHOUSE, INC.
   
   
 
By:
/s/ CHRISTIAN NEGRI
   
Christian Negri
   
President (Principal Executive Officer)
     
 
By:
/s/ CHRISTIAN NEGRI
   
Christian Negri
   
Treasurer (Principal Accounting Officer)
     
   
Date:  May 21, 2010

 
 
10
EX-31.1 2 forgehouseex311.htm CERTIFICATION OF PRESIDENT AND TREASURER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. forgehouseex311.htm


 
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Christian Negri, certify that:

 
1.
I have reviewed this Form 10-Q of ForgeHouse, 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 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 small business issuer as of, and for, the periods presented in this report;
 
 
4.
I am 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-15f) 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 this 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 that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
 
 
5.
I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
 
 
(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 small business issuer’s ability to record, process, summarize and report financial information; and
 
 
(b)
Any fraud, whether or not material, that involves management who have a significant role in the small business issuer’s internal control over financial reporting.
 
Date:  May 21, 2010

/s/ Christian Negri
Christian Negri,
President and Treasurer

 
11


EX-32.1 3 forgehouseex321.htm CERTIFICATION OF PRESIDENT AND TREASURER PURSUANT TO 18 U.S.C. ?1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. forgehouseex321.htm


Exhibit 32.1

 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ForgeHouse, Inc. on Form 10-Q for the period ending March 31, 2010, as filed with the Securities and Exchange Commission on the date hereof, I, Christian Negri, President and Treasurer of the Registrant, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report 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 result of operations of the Registrant.

Date:  May 21, 2010

/s/ Christian Negri
Christian Negri,
President and Treasurer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.
 
 
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