10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2008.

OR

o TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission file number:   333-148928

T.O.D. TASTE ON DEMAND INC.

(Name of small business issuer as specified in its charter)

Nevada	75-3255056
(state or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

55 Hakeshet Street,   Reuth, Israel 91708

(Address of principal executive offices)(Zip Code)

+972 8 9263001  

(Registrant’s telephone number, including area code)

____________________________________________________________   

(Former name, former address and former fiscal year, of changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  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).

Yes  o No x

As of February 7, 2009, 3,806,543 shares of Common Stock, par value $0.001 per share, were outstanding.

Table of Contents  

Item No.	Description	Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 4T.	Controls and Procedures	10
PART II - OTHER INFORMATION		10
Item 6.	Exhibits	10
SIGNATURES		11

ii

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements. 

T.O.D. TASTE ON DEMAND INC.

 (A Development Stage Company)

Financial Statements

December 31, 2008

(Unaudited)

CONTENTS

	Page(s)
Financial Statements:
Balance Sheets - As of December 31, 2008 (Unaudited) and June 30, 2008 (Audited)	1
Statements of Operations -
For the Three Months Ended December 31, 2008 and 2007, the Six Months
Ended December 31, 2008, for the Period from August 31, 2007 (inception)
to December 31, 2007, and for the Period from August 31, 2007 (inception)
to December 31, 2008 (Unaudited)	2
Statements of Cash Flows -
For the Six Months Ended December 31, 2008, for the Period from
August 31, 2007 (inception) to December 31, 2007, and for the
Period from August 31, 2007 (inception) (Unaudited)	3
Notes to Financial Statements (Unaudited)	4 - 7

T.O.D Taste On Demand Inc.

(A Development Stage Company)

Balance Sheets

	December 31, 2008			June 30, 2008
	(Unaudited)			(Audited)
Assets
Current Assets:
Cash	$	3,094		$	18,592
Prepaid expenses		-			167
Total Current Assets		3,094			18,759
Total Assets	$	3,094		$	18,759
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
Accounts payable	$	6,337		$	12,698
Accounts payable - related party		1,050			-
Total Current Liabilities		7,387			12,698
Stockholders' Equity (Deficit):
Preferred stock, $0.001 par value; 10,000,000 shares authorized;
none issued and outstanding		-			-
Common stock, $0.001 par value; 160,000,000 shares authorized;
3,806,543 and 3,712,257 shares issued and outstanding		3,806			3,712
Additional paid-in capital		63,627			50,521
Deficit accumulated during the development stage		(71,726	)		(48,172	)
Total Stockholders' Equity (Deficit)		(4,293	)		6,061
Total Liabilities and Stockholders' Equity(Deficit)	$	3,094		$	18,759

See accompanying notes to unaudited financial statements

1

T.O.D Taste On Demand Inc.

(A Development Stage Company)

Statements of Operations

(Unaudited)

							For the Six			For the Period from
	For the Three Months Ended						Months Ended			August 31, 2007 (Inception) to
	December 31, 2008			December 31, 2007			December 31, 2008			December 31, 2007			December 31, 2008
Revenues	$	-		$	-		$	-		$	-		$	-
Operating Expenses
General and administrative		6,858			17,147			16,646			17,230			56,082
Research and development		2,500			4,432			7,000			4,432			16,432
Total Operating Expenses		9,358			21,579			23,646			21,662			72,514
Loss from Operations		(9,358	)		(21,579	)		(23,646	)		(21,662	)		(72,514	)
Other Income
Interest income		17			226			92			226			787
Total Other Income		17			226			92			226			787
Net Loss	$	(9,340	)	$	(21,353	)	$	(23,554	)	$	(21,436	)	$	(71,726	)
Net Loss Per Share - Basic and Diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Weighted average number of shares outstanding
during the period - basic and diluted		3,770,021			3,267,135			3,747,428			3,175,216			3,581,946

See accompanying notes to unaudited financial statements

2

T.O.D Taste On Demand Inc.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

	For the Six			For the Period from
	Months Ended			August 31, 2007 (Inception) to
	December 31, 2008			December 31, 2007			December 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(23,554	)	$	(21,436	)	$	(71,726	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for intellectual property - related party		-			1,000			1,000
Stock issued for future services - related party		-			1,000			1,000
Stock issued for consulting services		2,000			500			7,000
Changes in operating assets and liabilities:
(Increase) Decrease in prepaid expenses		167			(667	)		-
Increase (Decrease) in accounts payable and accounts payable - related party		(5,311	)		9,575			7,387
Net Cash Used In Operating Activities		(26,698	)		(10,028	)		(55,339	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		11,200			47,233			58,433
Net Cash Provided By Financing Activities		11,200			47,233			58,433
Net Increase (Decrease) in Cash		(15,498	)		37,205			3,094
Cash - Beginning of Period		18,592			-			-
Cash - End of Period	$	3,094		$	37,205		$	3,094
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Taxes	$	-		$	-		$	-
Interest	$	-		$	-		$	-

 See accompanying notes to unaudited financial statements

3

T.O.D. TASTE ON DEMAND INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2008

(Unaudited)

Note 1 Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the full year.

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the period ended June 30, 2008. The interim results for the period ended December 31, 2008 are not necessarily indicative of results for the full fiscal year.

Note 2 Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

T.O.D. Taste On Demand Inc. (the "Company"), was incorporated in Nevada on August 31, 2007.

The Company is developing a device that will allow drinkers of bottled water to choose one of a few flavors as they pour the water from the bottle into the glass.

Development Stage

The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan. The Company has not generated any revenues since inception.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

4

T.O.D. TASTE ON DEMAND INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2008

(Unaudited)

Cash

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. At December 31, 2008 and June 30, 2008, respectively, the Company had no cash equivalents.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At December 31, 2008 and June 30, 2008, respectively, there were no balances that exceeded the federally insured limit.

Earnings per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. For the period from August 31, 2007 (inception) to December 31, 2008, the Company had no common stock equivalents that could potentially dilute future earnings (loss) per share; hence, a separate computation of diluted earnings (loss) per share is not presented, as the Company reflects a net loss and the effect of considering any common stock equivalents if outstanding would have been anti-dilutive.

Stock-Based Compensation

All share-based payments to employees are recorded and expensed in the statement of operations as applicable under SFAS No. 123R “Share-Based Payment”.

Research and Development

The Company expenses all research and development costs as incurred.

Fair Value of Financial Instruments

The carrying amounts of the Company’s short-term financial instruments, including accounts payable and accounts payable – related party, approximate fair value due to the relatively short period to maturity for these instruments.

5

T.O.D. TASTE ON DEMAND INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2008

(Unaudited)

Recent Accounting Pronouncements

Accounting standards have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption. No additional new pronouncements are applicable at December 31, 2008.

Note 3 Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $23,554 and net cash used in operations of $26,698 for the six months ended December 31, 2008, and a working capital deficit of $4,293, and a deficit accumulated during the development stage of $71,726 at December 31, 2008. In addition, the Company is in the development stage and has not yet generated any revenues.

The ability of the Company to continue as a going concern is dependent on Management's plans, which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity raises. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 Stockholders’ Equity (Deficit)

In September 2007, the Company issued an aggregate 1,000,000 shares of common stock, having a fair value of $1,000 ($0.001/share), to its Chairman, CEO and Director for the acquisition of certain intellectual property (“IP”). The IP was received under an assignment agreement pertaining to the product known as "Taste on Demand" to the Company. Pursuant to Staff Accounting Bulletin Topic 5(G), “Transfers of Nonmonetary Assets by Promoters or Shareholders”, the patent was contributed to the Company at its historical cost basis of $0 as determined under generally accepted accounting principles. The Company expensed this stock issuance as a component of research and development.

In September 2007, the Company issued 2,000,000 shares of common stock to its founders for $20,000 ($0.01/share).

In September 2007, the Company issued 100,000 shares of common stock, having a fair value of $1,000 ($0.01/share), based upon the recent cash offering price, to its Director, in consideration for future services. The Company amortized the related compensation on a quarterly basis over a one-year period.

6

T.O.D. TASTE ON DEMAND INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2008

(Unaudited)

During October, November and December 2007, the Company issued an aggregate 544,400 shares of common stock to third party investors under a private placement offering for $27,233 ($0.05/share).

In November 2007, the Company issued 10,000 shares of common stock, having a fair value of $500 ($0.05/share), based upon the recent cash offering price, for consulting services.

In February 2008, the Company issued 40,000 shares of common stock, having a fair value of $2,000 ($0.05/share), based upon the recent cash offering price, for consulting services.

In May 2008, the Company issued 17,857 shares of common stock, having a fair value of $2,500 ($0.14/share), based upon the fair value of the services provided, for consulting services.

In July 2008, the Company issued 14,286 shares of common stock, having a fair value of $2,000 ($0.14/share), based upon the fair value of the services provided, for consulting services.

On November 10 2008, the Company completed a private offering to sell 80,000 shares of common stock for $11,200 ($0.14/share).

On November 10, 2008, the Company’s articles of incorporation were amended to change the authorized number of shares of its common stock from 65,000,000 shares to 160,000,000 shares of $0.001 par value, common stock.

Note 5 Subsequent events

On February 9, 2009, the Company issued 7,500 shares of common stock to settle accounts payable with a related party stockholder. The shares had a fair value of $1,050 ($0.14/share), based upon the quoted closing trading price. There was no gain or loss associated with this stock issuance.

7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

As used in this Quarterly Report on Form 10-Q (this “Report”), references to the “Company,” “TOD,” “we,” “our” or “us” refer to T.O.D. Taste on Demand Inc. unless the context otherwise indicates.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and the notes thereto included elsewhere in this report and with the Management’s Discussion and Analysis or Plan of Operations and the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2008.

Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates, forecasts and projections about us, our future performance, the industry in which we operate, our beliefs and our management’s assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.  Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we do not have any intention or obligation to update publicly any forward-looking statements or risk factors included herein, whether as a result of new information, future events, changes in assumptions or otherwise. Further information on potential factors that could affect our business is described under the heading “Risk Related to Our Business” in Part I, Item 1, “Description of Business” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2008. Readers are also urged to carefully review and consider the various disclosures we have made in that report.

Our Business

We were incorporated in the State of Nevada on August 31, 2007. We are a development stage company and from our inception to date, we have not generated any revenue from operations.

Our goal is to develop a special device that will allow drinkers of bottled water to choose from certain selected flavors and make their own drink by virtue of pouring the water from the bottle through our filter cork.

On January 30, 2008 we filed a registration statement on Form SB-2 which was declared effective on February 14, 2008. As a result we became a reporting company. On July 25, 2008, our stock began trading on the Over the Counter Bulletin Board under the symbol TODT.OB.

Effective on November 10, 2008, our articles of incorporation have been amended to increase the authorized number of shares of our common stock from 65,000,000 shares to 160,000,000 shares.

Our vision is to develop our products that will become widely accepted in the market. Our growth may be achieved through licensing the technology, or direct manufacturing and distribution of our products. Therefore we plan to focus in the coming months on the development of the T.O.D. Cork and the application for flavoring water through capsules. We are working on the creation of a prototype of the T.O.D. Cork as well as the required capsules in four flavors.

As disclosed in our Current Report on Form 8-K filed on February 12, 2009, on February 7, 2009, we entered into a sole distribution agreement (“Agreement”) with a certain distributor, under which the distributor was granted with an exclusive right to distribute our T.O.D Cork product in South America, and under certain circumstances, outside of this territory if the sale is made through a certain specific distribution channel. Pursuant to the terms of the Agreement, the distributor shall be responsible for the development of a prototype of the product, as well as the promotion, marketing and sales of the product in South America and shall pay us US$0.07 per each product sold during the term of the Agreement. Under the Agreement, the distributor is committed to sell certain minimum quantities (the “Quantities”) commencing nine months after the date of the Agreement. The Quantities are not payment guarantees and failure to sell the Quantities will only entitle us to terminate the Agreement.

As soon as we create a first prototype we plan to evaluate additional distribution methods and geographical markets and explore the following options in order to generate revenue: getting into manufacturing and distribution of our products or licensing the technology to companies such as beverages, and mineral water producers.

8

RESULTS OF OPERATIONS – SIX AND THREE MONTHS ENDED DECEMBER 31, 2008 COMPARED TO SIX AND THREE MONTHS ENDED DECEMBER 31, 2007.

We have not had any revenues from operations since our inception on August 31, 2007. We have accumulated a net loss of $9,340, for the three months ended December 31, 2008 and $23,554 for the six months ended December 31, 2008 compared with $21,353 for the three months ended December 31, 2007 and $21,436 for the period from August 31, 2007 (inception) to December 31, 2007. This negative cash flow is mostly attributable to our operating expenses which amounted to $9,358 for the three months ended December 31, 2008, and $23,646 for the six months ended December 31, 2008 compared with $21,579 for the three months ended December 31, 2007 and $21,662 for the period from August 31, 2007 (inception) to December 31, 2007.

Research and Development

Research and development expenses for the three months ended December 31, 2008 decreased to $2,500 from $4,432 for the three month ended December 31, 2007. Research and development expenses for the six months ended December 31, 2008 were $7,000 compared with $4,432 for the period from August 31, 2007 (inception) to December 31, 2007. Research and development costs in the six months ended December 31, 2008 were attributed mainly to payment to consultants in connection with development of our T.O.D. Cork. We anticipate that our research and development related expenses will increase as we intend to develop the T.O.D. Cork along with its first application that is designed to flavor water.

General and Administrative Expenses

General and administrative expenses for the three months ended December 31, 2008 decreased to $6,858 from $17,147 for the three months ended December 31, 2007. General and administrative expenses for the six months ended December 31, 2008 were $16,646 compared with $17,230 for the period from August 31, 2007 (inception) to December 31, 2007. General and administrative expenses in the six months ended December 31, 2008 were attributed mainly to auditor fees in relation to the audit of our annual report for the year ended June 30, 2008 and review of our quarterly report for the quarter ended September 30, 2008 as well as to legal fees, patent related fees, printer fees and fees paid to other service providers.

Liquidity and Capital Resources

As of December 31, 2008, total current assets were $3,094 and total current liabilities were $7,387. On December 31, 2008, we had a working capital deficit of $4,293 and an accumulated deficit of $71,726. To date, we have financed our operations with stock issuances.

As of December 31, 2008, we had cash of $3,094 compared with $18,592 that we had as of June 30, 2008. Our cash is not sufficient to provide for the basic operation expenses and maintenance costs for the next 12 months. On November 10, 2008, in a private placement made pursuant to the exemption from the registration requirements of the Act provided by Regulations S and D, we sold an aggregate of 80,000 shares of our common stock, par value $0.001 to two of our existing shareholders, for the purchase price of $0.14 per share for aggregate consideration of $11,200.

Our future success and ability to generate sufficient revenues to support our operation depends on the successful development and commercialization of our T.O.D. Cork. We expect to incur a minimum of $100,000 in expenses during the next twelve months of operations. In order to have sufficient cash to meet our anticipated requirements for the next twelve months, we may be dependent upon our ability to obtain additional financing. We could therefore be required to seek additional financing to pay for our expenses. We may have to borrow funds from time to time. There can be no assurance that we will be able to obtain such additional financing at acceptable terms to us, or at all. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. If we are unable to obtain the financing necessary to support our operations, we may be unable to continue as a going concern. In that event, we may be forced to cease operations and our stockholders could lose their entire investment in our company.

Going Concern Consideration

We had a net loss of $23,554 and net cash used in operating activities of $26,698 for the six months ended December 31, 2008. In addition, we have an accumulated deficit during the development stage of $71,726 as of December 31, 2008. At December 31, 2008, due to numerous negative indicators such as a loss from operations, net cash used in operations, and a deficit accumulated during the development stage, there are concerns regarding our ability to continue as a going concern. Our financial statements included in this report, as well as the audited financial statements included in our Registration Statement on Form SB-2 (Registration No. 333-148928) for the period ended November 30, 2007 and the audited financial statements included in our Annual Report for the fiscal year ended June 30, 2008, contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

9

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive and financial officer has reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the end of the period covered by this Quarterly Report on Form 10-Q and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive and financial officer.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II

OTHER INFORMATION

Item 6. Exhibits.

Exhibit No.	Description
31.1	Certification of Principal Executive and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

10

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	T.O.D. TASTE ON DEMAND INC.
February 17, 2009
	By:	/s/  David Katzir
	Name:	David Katzir
	Title:	President, Treasurer, and Director (Principal Executive and Financial Officer)

11

EX-31.1

EXHIBIT 31.1

EX-32.1

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

David Katzir, the President, Treasurer, and Director of T.O.D. Taste on Demand Inc. (the “Company”), certifies, under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended December 31, 2008, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:   February17, 2009

By:	/s/  David Katzir
Name:	David Katzir
Title:	President, Treasurer, and Director (Principal Executive and Financial Officer)