10-Q 1 v126389_10q.htm Unassociated Document
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: July 31, 2008
or

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  000-52638

SECURE RUNWAY SYSTEMS CORP.
(Exact name of small business issuer as specified in its charter)
 
 Nevada   
 20-4412118
 (State of Incorporation or organization)
 (IRS Employer Identification No.)
 
112 North Curry Street
Carson City, Nevada, 89703-4934

(Address of principal executive offices)

(775) 321-8220

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.            
Yes x| No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x
(Do not check if a smaller reporting company)  
 

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). 
Yes x No o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of September 8, 2008, the registrant had 31,985,000 shares of common stock, $0.001 par value, issued and outstanding.




Index
 
 
 
Page Number
PART I - FINANCIAL INFORMATION
 
 
Item 1. Financial Statements
3
   
Balance Sheets as of July 31, 2008 (unaudited) and April 30, 2008
4
   
Statements of Operations for three months ended
 
July 31, 2008 and July 31, 2007; and cumulative from
 
inception (February 22, 2006) to July 31, 2008
5
   
Statements of Cash Flows for three months ended
 
July 31, 2008 and July 31, 2007 and cumulative results
 
from inception (February 22, 2006) to July 31, 2008
6
   
Notes to Interim Financial Statements to July 31, 2008
7
   
Item 2. Management's Discussion and Analysis
 
or Plan of Operation
8
   
Item 3. Qualitative and Quantitative Disclosures About Market Risk 9
 
Item 4. Controls and Procedures
9
   
Item 4T. Controls and Procedures
9
   
PART II - OTHER INFORMATION
 
   
Item 1. Legal Proceedings 11
   
Item 1A. Risk Factors 11
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
11
   
Item 3. Defaults Upon Senior Securities
11
   
Item 4. Submission of Matters to a Vote of Security Holders
 11
   
Item 5. Other Information
 11
   
Item 6. Exhibits
 11
 
2

 

SECURE RUNWAY SYSTEMS CORP.

FINANCIAL STATEMENTS

JULY 31, 2008

(Unaudited)













 
BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS
 
3

 
SECURE RUNWAY SYSTEMS CORP.

BALANCE SHEETS

   
July 31, 2008
 
April 30, 2008
 
   
(unaudited)
     
           
           
 ASSETS
         
           
CURRENT
         
Cash
 
$
36
 
$
354
 
Prepaid expenses
   
-
   
3,500
 
               
   
$
36
 
$
3,854
 
               
LIABILITIES AND STOCKHOLDERS’ DEFICIT
             
               
CURRENT
             
 Due to related party
 
$
37,075
 
$
25,190
 
 Accounts payable and accrued liabilities
   
11,575
   
5,682
 
               
     
48,650
   
30,872
 
               
               
STOCKHOLDERS’ DEFICIT
             
Capital stock
             
Authorized
             
75,000,000 shares of common stock, $0.001 par value,
             
Issued and outstanding
             
31,985,000 shares of common stock
   
10,000
   
10,000
 
Additional paid-in capital
   
12,000
   
12,000
 
Deficit accumulated during the development stage
   
(70,614
)
 
(49,018
)
               
     
(48,614
)
 
(27,018
)
               
   
$
36
 
$
3,854
 
 
 
The accompanying notes are an integral part of these financial statements.
 
4

 
SECURE RUNWAY SYSTEMS CORP.

STATEMENTS OF OPERATIONS

   
 
 
Three
months ended
July 31, 2008
 
 
 
Three
months ended
July 31, 2007
 
Cumulative from February 22, 2006 (Inception) to
July 31, 2008
 
               
               
EXPENSES
             
               
Office and general
 
$
12,831
 
$
668
 
$
22,120
 
Professional fees
   
8,765
   
2,988
   
48,494
 
                     
NET LOSS
 
$
(21,596
)
$
(3,656
)
$
(70,614
)
                     
                     
BASIC AND DILUTED NET LOSS PER SHARE
 
$
0.00
 
$
0.00
       
                     
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
 
$
31,985,000
 
$
10,200,000
       

 

The accompanying notes are an integral part of these financial statements.
 
5

 
SECURE RUNWAY SYSTEMS CORP

STATEMENTS OF CASH FLOWS

   
 
 
Three months ended
July 31, 2008
 
 
 
Three months ended
July 31, 2007
 
Cumulative from February 22, 2006 (Inception) to
July 31, 2008
 
               
               
CASH FLOWS FROM OPERATING ACTIVITIES
             
Net loss
 
$
(21,596
)
$
(3,656
)
$
(70,614
)
Changes in operating assets and liabilities
               
Pre-paid expenses
   
3,500
   
-
   
-
 
Accounts payable and accrued liabilities
   
5,893
   
968
   
11,575
 
                     
NET CASH USED IN OPERATING ACTIVITIES
   
(12,203
)
 
(2,688
)
 
(59,039
)
                     
                     
CASH FLOWS FROM FINANCING ACTIVITIES
                   
Related party advances
   
11,885
   
-
   
37,075
 
Proceeds from issuance of common stock
   
-
   
-
   
23,000
 
Redemption and cancellation of common stock
   
-
   
-
   
(1,000
)
                     
NET CASH PROVIDED BY FINANCING ACTIVITIES
   
11,885
   
-
   
59,075
 
                     
NET INCREASE (DECREASE) IN CASH
   
(318
)
 
(2,688
)
 
36
 
                     
CASH, BEGINNING
   
354
   
3,345
   
-
 
                     
CASH, ENDING
 
$
36
 
$
657
   
36
 

 
Supplemental cash flow information:
Cash paid for:
                   
Interest
 
$
-
 
$
-
 
$
-
 

Income taxes
 
$
-
 
$
-
 
$
-
 
 

The accompanying notes are an integral part of these financial statements.

6


SECURE RUNWAY SYSTEMS CORP.

NOTES TO THE FINANCIAL STATEMENTS

JULY 31 2008 (unaudited)

Note 1 Basis of presentation
 
On June, 23, 2008, the Company authorized a 5-for-1 stock split of the outstanding common stock. On august 12, 2008, the Company changed its name from Photomatica, Inc. to Secure Runway Systems Corp. as in focuses on its new business plan of developing a secure runway system for use at airports.

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions to Form 10-Q of the SEC. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended April 30, 2008 included in the Company's Form 10-K filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended July 31, 2008 are not necessarily indicative of the results that may be expected for the year ending April 30, 2009.
 
7

 
ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

Secure Runway Systems Corp. (“Secure Runway Systems,” “the Company,” ”our” or “we,”) was incorporated on February 22, 2006 under the name Photomatica, Inc. to enter into the stock photographic image sales industry. On May 9, 2008 Mr. Hilary Vieira became President and CEO of the Company and decided to take the Company in a new direction hoping to enhance shareholder value. On June 16, 2008 the Company filed a Schedule 14c to change its name to Secure Runway Systems Corp. We are a development stage company planning to enter into the airline safety industry with a cost-effective runway monitoring system that can be used to alert ground, tower and/or flight crew of the presence of Foreign Object Debris, “FOD”.

The Company did not generate any revenue during the quarter ended July 31, 2008.

Plan of Operation

The Company is attempting to raise capital and start the development of its FOD prototype. If we are unable to complete any phase of our systems development or marketing efforts because we don’t have enough money, we will cease our development and or marketing operations until we raise sufficient funding. Attempting to raise capital after failing in any phase of our development plan would be difficult. As such, if we cannot secure additional proceeds we will have to cease operations. If we have to reduce or cease our business activities due to lack of funding we have no plans to engage in any other business or enterprise.

We anticipate that our current cash and cash equivalents and cash generated from operations, if any, will not satisfy our liquidity requirements for at least the next 12 months. We will require additional funds and the Company will seek to raise additional capital to obtain the working capital necessary to produce our working FOD prototype which we anticipate will cost $1,200,000. Over the next 90 days we intend to seek financing through private placements or convertible debentures.

During the next twelve months we plan to continue to define our business plan, create a website and acquire technologies that will enable us to produce our working prototype. We also intend to determine the staffing and technology resources we will require to maintain and grow our business as well as identify and hire qualified engineers and personnel that will be able to design, develop and install our system in airports

Upon completion of our prototype, we will try and identify an airport to install our system and be a beta testing location, thus enabling us to certify the product with Transport Canada. We will also initiate a marketing campaign targeting potential users. We expect to file for certifications within 300 days and we anticipate certification to take 10 to 14 months, the Company anticipates the cost of certification to be $25,000.

As soon as we receive our product certification from various safety organizations we can begin commercial production.

If we are unable to complete any phase of our systems development or marketing plans because we don’t have enough money, we will cease our development and/or marketing activities until we raise sufficient funds. Attempting to raise capital after failing in any phase of our business plan would be difficult. As such, if we cannot secure additional proceeds we will have to cease operations.
 
8


Our officer and director will be responsible for business development. We will hire hardware and software engineers to develop our prototype when we have raised the necessary capital required to complete the prototype and may outsource some of the work.

We do not expect the purchase or sale of any significant equipment other than individual components required to build our prototype FOD. We have had no material changes in financial condition or in our results of operation since the end of our fiscal year of April 30, 2008. We have not generated any revenue since inception.

Off Balance Sheet Arrangements.

As of the date of this Quarterly Report, the current funds available to the Company will not be sufficient to continue operations. The cost to establish the Company and begin operations is estimated to be approximately $1,200,000 over the next twelve months and the cost of maintaining our reporting status is estimated to be $15,000 over this same period. The officer and director, Mr. Vieira has indicated that he may be willing to provide the Company with necessary operating capital to maintain its reporting status the next twelve month period as the expenses are incurred in the form of a non-secured loan. However, there is no contract in place or written agreement securing this agreement.

Other than the above described circumstances the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 4. CONTROLS AND PROCEDURES

Based on their most recent evaluation, which was completed within 90 days of the filing of this Form 10-Q, the Company's Chief Executive Officer and Treasurer have identified that the lack of segregation of accounting duties as a result of limited personnel resources is a material weakness of its financial procedures. Other than for this exception, the Company’s Chief Executive Officer and treasurer believe the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information required to be disclosed by the Company in this report is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no significant changes in the Company's internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.

ITEM 4T. 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 Chief Executive Officer and Chief 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.
 
9

 
As of July 31, 2008, 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 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) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) 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 (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the audit of our financial statements as of July 31, 2008 and communicated the matters to our management.
 
Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.
 
 We are committed to improving our financial organization. As part of this commitment, we will create a position to  segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing 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 the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, 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. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.
 
10

 
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.
 
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

31.1  Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

31.2  Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

32.1  Section 1350 Certification of Chief Executive Officer

32.2  Section 1350 Certification of Chief Financial Officer **

* Included in Exhibit 31.1
** Included in Exhibit 32.1
 
11

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
  Secure Runway Systems Corp.
 
 
 
 
 
 
  BY:   /s/ Hilary Vieira
 
Hilary Vieira

President, Secretary Treasurer, Principal Executive Officer,
Principal Financial Officer and Director
 
Dated: September 15, 2008
 
12