10-Q 1 g2933.txt QTRLY REPORT FOR THE QTR ENDED 12-31-08 U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended December 31, 2008 [ ] 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: 333-152365 INTERPRO MANANGEMENT CORP. (Name of small business issuer as specified in its charter) Nevada 98-0537233 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 601 Union Street Two Union Square 42nd floor Seattle, Washington 98101 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (206) 652-3770 Indicate by check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 [ ] 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 [ ] Accelerated filer [ ] Non-accelerated filer [ ] 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 [ ] No [X] The issuer had 1,600,000 shares of its common stock issued and outstanding as of February 17, 2009. AVAILABLE INFORMATION Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports that we file with the Securities and Exchange Commission, or SEC, are available at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy, and information statements and other information regarding reporting companies. 2 TABLE OF CONTENTS Page ---- PART I ITEM 1. Financial Statements 5 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 11 ITEM 4. Controls and Procedures 11 PART II ITEM 1. Legal Proceedings 14 ITEM 1A. Risk Factors 14 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 14 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 14 ITEM 4. Submission of Matters to a Vote of Security Holders 14 ITEM 5. Other Information 14 ITEM 6. Exhibits 14 3 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS USE OF NAMES In this quarterly report, the terms "Interpro Manangement Corp.," "Company," "we," or "our," unless the context otherwise requires, mean Interpro Manangement Corp. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company's current expectations, plans, objectives, assumptions, or forecasts of future events. All statements other than statements of current or historical fact contained in this annual report, including statements regarding the Company's future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "anticipate", "estimate", "plans", "potential", "projects", "ongoing", "expects", "management believes", "we believe", "we intend", and similar expressions. These statements are based on the Company's current plans and are subject to risks and uncertainties, and as such the Company's actual future activities and results of operations may be materially different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this annual report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties, and assumptions due to a number of factors, including: * dependence on key personnel; * competitive factors; * degree of success of research and development programs * the operation of our business; and * general economic conditions in the United States, the Philippines and other locations in Asia. These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this Quarterly Report. 4 PART I ITEM 1. FINANCIAL STATEMENTS. Interpro Management Corp. (A Development Stage Company) Balance Sheets (unaudited)
December 31, March 31, 2008 2008 -------- -------- (unaudited) ASSETS Cash $ 3,806 $ 20,073 -------- -------- Total current assets 3,806 20,073 -------- -------- Total Assets $ 3,806 $ 20,073 ======== ======== LIABILITIES Accounts payable and accruals $ 8,411 $ 6,500 Due to stockholder 3,838 3,199 -------- -------- Total Liabilities 12,249 9,699 -------- -------- STOCKHOLDERS` EQUITY Common stock authorized - 100,000,000 common shares with a par value of $0.001 Common stock issued and outstanding - 1,600,000 common shares 1,600 1,600 Additional paid in capital 18,400 18,400 Deficit accumulated during the development stage (28,443) (9,626) -------- -------- Total Stockholders' Equity (8,443) 10,374 -------- -------- Total Liabilities and Stockholders' Equity $ 3,806 $ 20,073 ======== ========
The accompanying notes are an integral part of these financial statements 5 Interpro Management Corp. (A Development Stage Company) Statements of Operations (unaudited)
Cumulative Amounts From Date of Date of Three months Three months Nine Months Incorporation Incorporation ended ended ended (May 21, 2007) to (May 21, 2007) to December 31, December 31, December 31, December 31, December 31, 2008 2007 2008 2007 2008 ---------- ---------- ---------- ---------- ---------- REVENUE $ -- $ -- $ -- $ -- $ -- ---------- ---------- ---------- ---------- ---------- OPERATING EXPENSES Accounting and legal 1,500 -- 14,000 -- 17,000 General & administrative 2,699 -- 4,777 -- 7,876 Software -- -- -- -- 2,000 Web design -- -- -- -- 1,500 Bank charges -- 27 40 27 67 ---------- ---------- ---------- ---------- ---------- Loss before income taxes (4,199) (27) (18,817) (27) (28,443) Provision for income taxes -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Net loss $ (4,199) $ (27) $ (18,817) $ (27) $ (28,443) ========== ========== ========== ========== ========== Basic and diluted loss per Common share (1) ========== ========== ========== ========== Weighted average number of common shares outstanding 1,600,000 1,600,000 1,600,000 1,600,000 ========== ========== ========== ==========
---------- (1) less than $0.01 The accompanying notes are an integral part of these financial statements 6 Interpro Management Corp. (A Development Stage Company) Statements of Stockholders' Equity For the period from Inception (May 21, 2007) to December 31, 2008 (unaudited)
Common Shares Additional Issued Paid-in Accumulated Total Shares Amount Capital Deficit Equity ------ ------ ------- ------- ------ Balance, May 21, 2007 (date of inception) -- $ -- $ -- $ -- $ -- Shares issued to founder on May 21, 2007 @ $0.0125 1,600,000 1,600 18,400 -- 20,000 Net (loss) -- -- -- (9,626) (9,626) --------- --------- --------- --------- --------- Balance, March 31, 2008 1,600,000 1,600 18,400 (9,626) 10,374 Net (loss) -- -- -- (18,817) (18,817) --------- --------- --------- --------- --------- BALANCE, DECEMBER 31, 2008 1,600,000 $ 1,600 $ 18,400 $ (28,443) $ (8,443) ========= ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements 7 Interpro Management Corp. (A Development Stage Company) Statements of Cash Flows (unaudited)
Period from Period from Nine Months Inception Inception ended (May 21, 2007) to (May 21, 2007) to December 31, December 31, December 31, 2008 2007 2008 -------- -------- -------- OPERATING ACTIVITIES Net (loss) $(18,817) $ (27) $(28,443) Increase in accounts payable 1,911 -- 8,411 -------- -------- -------- Cash from operating activities (16,906) -- (20,032) -------- -------- -------- FINANCING ACTIVITIES Increase in due to stockholder 639 100 3,838 Sale of stock -- 20,000 20,000 -------- -------- -------- Cash from financing activities 639 20,100 23,838 -------- -------- -------- Increase in cash (16,267) 20,073 3,806 Cash, opening 20,073 -- -- -------- -------- -------- Cash, closing $ 3,806 $ 20,073 $ 3,806 ======== ======== ======== Supplemental information: Taxes paid $ -- $ -- $ -- ======== ======== ======== Taxes paid $ -- $ -- $ -- ======== ======== ======== Non-cash activities: Stock issued for services $ -- $ -- $ -- ======== ======== ======== Stock issued for accounts payable $ -- $ -- $ -- ======== ======== ======== Stock issued for notes payable and interest $ -- $ -- $ -- ======== ======== ======== Stock issued for convertible debentures and interest $ -- $ -- $ -- ======== ======== ======== Convertible debentures issued for services $ -- $ -- $ -- ======== ======== ======== Warrants issued $ -- $ -- $ -- ======== ======== ======== Stock issued for penalty on default of convertible debenture $ -- $ -- $ -- ======== ======== ======== Note payable issued for finance charges $ -- $ -- $ -- ======== ======== ======== Forgiveness of note payable and accrued interest $ -- $ -- $ -- ======== ======== ========
The accompanying notes are an integral part of these financial statements 8 Interpro Management Corp. (A Development Stage Company) Notes to Financial Statements December 31, 2008 (unaudited) NOTE 1 - CONDENSED FINANCIAL STATEMENTS The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2008, and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's March 31, 2008 audited financial statements. The results of operations for the periods ended December 31, 2008 and 2007 are not necessarily indicative of the operating results for the full years. NOTE 2 -GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 3 - DUE TO STOCKHOLDER As at December 31, 2008, there is a balance owing to a stockholder of the Company in the amount of $3,838. The amount owing to stockholder is unsecured, non-interest bearing and has no specific terms of repayment. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. OVERVIEW We are a development stage company with limited operations and no revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt as to whether we can continue as an ongoing business for the next twelve months. We do not anticipate that we will generate revenues until we have completed development and deployment of our web-based software product. Accordingly, we must raise cash from sources other than our operations in order to implement our marketing plan. In our management's opinion, there is a market need for web-based software that is a time and task management tool. We believe that our current funding will allow us to begin our product development, market our website, and remain in business for twelve months. We hope to begin to generate revenues in fiscal year 2009. If we are unable to generate revenues in fiscal year 2009 for any reason, we may have to suspend or cease operations. At the present time, we have not made any arrangements to raise additional cash. PLAN OF OPERATION Our plan of operation is to commence our software development activities. Once we complete the prototype stage we will be able to test the product and start actual development of the software. This will include writing the code, database design and implementation and testing. We intend to focus on building a strong web presence. We plan to achieve this by designing a website. We plan to then achieve a web presence by using search engine optimization tools including key word strategies and link exchanges with industry related websites. We will continue to market our website and our product on an ongoing basis. RESULTS OF OPERATIONS REVENUES We had no revenues for the period from May 21, 2007 (date of inception) through December 31, 2008. EXPENSES Our expenses for the three and nine month periods ended December 31, 2008 were $4,199 and $18,817, respectively, and since our inception were $28,443. These expenses were comprised primarily of web design, general and administrative, and legal and accounting expenses, as well as banking fees. 10 NET INCOME (LOSS) Our net loss for the three and nine month periods ended December 31, 2008 was $4,199 and $18,817, respectively. During the period from May 21, 2007 (date of inception) through December 31, 2008, we incurred a net loss of $28,443. This loss consisted primarily of administrative expenses. Since inception, we have sold 1,600,000 shares of common stock. LIQUIDITY AND CAPITAL RESOURCES Our balance sheet as of December 31, 2008, reflects assets of $3,806. Cash and cash equivalents from inception to date have been insufficient to provide the working capital necessary to operate to date. We anticipate generating losses and, therefore, may be unable to continue operations in the future. If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. GOING CONCERN CONSIDERATION The financial statements contained herein for the fiscal quarter ended December 31, 2008, 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. For the reasons discussed herein and in the footnotes to our financial statements included herein, there is a significant risk that we will be unable to continue as a going concern. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. None. ITEM 4. CONTROLS AND PROCEDURES. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: - Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; 11 - Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and - Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As of December 31, 2008 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls 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 our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our 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; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2008. Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. 12 MANAGEMENT'S REMEDIATION INITIATIVES In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: 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 us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. 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 our Board. We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2009. Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 2009. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. 13 PART II ITEM 1. LEGAL PROCEEDINGS. None. ITEM 1A. RISK FACTORS. There have been no material changes from the risk factors disclosed in our S-1 filed on July 16, 2008. 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. Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation. (Attached as an exhibit to our Registration Statement on Form S-1 originally filed with the SEC on July 16, 2008, and incorporated herein by reference.) 3(ii) Bylaws. (Attached as an exhibit to our Registration Statement on Form S-1 originally filed with the SEC on July 16, 2008, and incorporated herein by reference.) 31 Certification of Mohanad Shurrab pursuant to Rule 13a-14(a). 32 Certification of Mohanad Shurrab pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 14 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. INTERPRO MANANGEMENT CORP. By: /s/ Mohanad Shurrab ----------------------------------------- Mohanad Shurrab, President, Treasurer and Director Principal Executive and Financial Officer Date: February 17, 2009 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated. Signatures Title Date ---------- ----- ---- /s/ Mohanad Shurrab President, Treasurer February 17, 2009 ------------------------------ and Director Mohanad Shurrab 15