tax-marusa.com/order/kovupoge/espionnage-sms-gratuit.php The Company is developing a proprietary system of secure and encrypted communication that will allow the reporting PearTrack systems to be delivered through the web portal in an audio format with multiple linguistic capabilities. On March 9, the Company completed the acquisition, through aassignment of an exclusive License in perpetuity, of the PearLoxx, Ltd. PearLoxx Product Overview. The system provides an electronically operated security lock for shipping containers that signals operation and location updates via the PearTrack system.
Principal generic features of the PearLoxx Product include:. Local 5-digit code emergency access and emergency power options. Approximate 90 day rechargeable PL or up to 10 year primary battery PL versions based. This electronic circuit is able to accept either remote open commands via the PearTrack system or a 5 digit local code, which is input via a single button and LED combination. Lock open status is signaled via the PearTrack tracking unit, and re-locking is automatically inhibited while the lock bolt is open to prevent jamming.
The PL is the rechargeable battery version with a predicted operating life of up to 3 months. The total assembly is designed to be resistant up to IP The PL is the fixed battery version with a predicted operating life of up to 10 years. Following is an analysis of select companies offering similar products:. Customer Added Value. Over 30 industry segments.
Kirsen Global Technology. Provides multi-modal container monitoring systems CMS , monitoring the position and security of cargo containers with a global network that tracks and responds to incidents. Freight forwarders, 3PLs, shipping lines, shippers, insurances, packaging companies, terminal operators, and government entities. Honeywell Global Tracking.
Offers commercial satellite-based asset tracking and monitoring provided by Inmarsat as well as fully integrated search and rescue solutions backed by international certifications that are Cospas-Sarsat compliant. Transportation, maritime, oil and gas industries, as well as logistics operations for military, governmental and NGO's around the world. Trucking and logistics, oil and gas, intermodal. Provider of data sharing, data analytics, and global asset tracking and monitoring services.
Not provided. Provides real-time GPS fleet management and vehicle security applications, personal tracking, merchandise tracking, containers tracking and management and an online application. Specializes in the air cargo industry and is the first FAA compliant and operator approved real-time tracking device with automatic "airplane mode. Provides a plug and play solution targeting container security issues with the use of solar power. Provides high performance and ease of use GPS tracking device featuring real-time tracking, and supply chain monitoring across land, sea and air.
Focuses on freight security and container tracking in the container logistics market, designed specifically for intermodal transportation. Not specified. Provides tracking and monitoring functions already fixed in the containers. New company, currently establishing network.
CallPass M2M Solutions. Provides affordable Internet-based tracking and monitoring assets, container, fleet and trailer. Chemical, electronics, pharma, food and beverage, government, tobacco. New market entrant looking to penetrate airline, intermodal shipping, banking, transportation, chemical, manufacturing, pharmaceutical, and healthcare industries.
Government Regulations. The bill became the law numbered Pub. Its purpose was to increase security for container cargo shipped to the United States. The CSI allows CBP, working with host government Customs Services, to examine high-risk maritime containerized cargo at foreign seaports, before they are loaded on board vessels destined for the United States. Using intelligence and automated information, identify and target containers that pose a risk for terrorism.
Pre-screen containers that pose a risk at the port of departure before they arrive at U.
Using detection technology, such as gamma ray detectors, quickly pre-screen containers that pose a risk. Use smarter, tamper-evident containers. The initial CSI program has focused on implementation at the top 20 ports that ship approximately two-thirds of the container volume to the United States. Smaller ports, however, have been added to the program at their instigation, and participation is open to any port meeting certain volume, equipment, procedural, and information-sharing requirements.
Future plans include expansion to additional ports based on volume, location, and strategic concerns. Sales, Marketing, and Advertising. The Company currently works with independent tier 2 UK manufacturing companies to source the components and build assemblies, and then performs the systems integration and final assembly of the PearTrack product line.
The Company has entered into discussions with a large outsource manufacturer that will handle all of the manufacturing of its products as the Company commences with the commercialization of its products and services. Tekfun Taiwan - GSM antenna all models. The majority of those working with the Company are engaged as consultants under Consulting Agreements. Environmental Transportation and Products.
Ecologic Car Rentals, Inc. Through its wholly owned subsidiary, Ecologic Car Rentals, Inc. The Company plans to acquire existing profitable independent car rental operations on a multi-regional basis and convert their operations to an Ecologic platform. The strategy is to identify and acquire existing profitable independent car rental operations on a multi-regional basis, and convert their operations to an Ecologic platform.
The comprehensive business strategy, which capitalizes on this unique opportunity, and the business model supports growth, while holding true to its planet-friendly mission. Through its wholly owned subsidiary, Ecologic Products, Inc. Ecologic Products, Inc. The process will, by stabilizing organic wastes, generate biogas that will be combusted within CHP engines to generate electricity and a digestate that will be employed as an organic fertilizer. The Company will continue to seek to identify opportunities for the SEaB product line, and will review its efforts at the end of the 2nd quarter The discussions with SheerWind were preliminary and did not move past the exchange of private information.
Management negotiated, drafted and presented a Memorandum of Understanding to acquire an exclusive license for the United States. The Company is researching alternative bio fuel products that could work with the AquaFuel generators. Although the Company continues to develop its environmental transportation business through Ecologic Car Rentals, Inc.
As such, the Company intends to effect spin-offs of its wholly owned subsidiaries, Ecologic Car Rentals, Inc. The terms of the spin-offs include the distribution of a stock dividend of 57,, shares of Ecologic Car Rentals, Inc. Subsequent to the spin-offs, Ecologic Car Rentals, Inc.
Nesbitt, who will serve as President and CEO of the companies. The Company believes that, as independent companies, Ecologic Products, Inc. Nesbitt will remain as President and CEO of both companies. The Company is required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. The Company is an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of and is not required to provide the information under this item. When and if the Company requires additional space, the Company intends to move at that time. The Company does not foresee any significant difficulties in obtaining any required facilities. The Company currently does not rent or own any real property. The Company knows of no material existing or pending legal proceedings against it, nor is the Company involved as a plaintiff in any material proceeding or pending litigation.
These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities. The total number of shares outstanding stated in the Island Stock Transfer list of 57,, includes 27 shares issued due to rounding, and does not include 2,, shares issued to various consultants for services provided in However, the Company does not anticipate declaring and paying dividends to its shareholders in the near future.
Equity Compensation Plan Information. The Company did not purchase any of its shares of common stock or other securities during the year ended December 31, Recent Sales of Unregistered Securities. The following reflect the effects of the to-1 reverse stock split that occurred on October 17, On October 17, , in connection with the Merger, the Company issued 51,, shares of restricted common stock to the thirteen 13 former shareholders of PearTrack Systems Group, Ltd.
Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon an exemption from registration afforded either under Section 4 2 of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated thereunder, or Regulation S for offers and sales of securities outside the U. In some cases, forward-looking statements can be identified by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Results of Operations. The financial information provided represents the combined balances of the Company and the previously separate entity, PearTrack Systems Group, Ltd. Loss from discontinued operations, net of tax. Depreciation and amortization. Legal, accounting and professional fees. Management consulting services. Office supplies and miscellaneous expenses. Cash Flows from Investing Activities.
The Company has suffered recurring losses from operations. These cash requirements include working capital, selling, general and administrative expenses, expansion of the PearTrack product line, and the pursuit of acquisitions. There is no assurance that the financing will be completed as planned or at all. As of December 31, , the Company had two employees, excluding its directors and executive officers. Currently, the Company has two employees excluding its directors and executive officers. Accordingly, the consolidated audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Principles of Consolidation :. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, PearTrack Systems Group, Ltd. All significant inter-company accounts and transactions have been eliminated. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement as other comprehensive income.
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.
Estimates that are critical to the accompanying consolidated financial statements include the, estimates related to asset impairments of long lived assets and investments, classification of expenditures as either an asset or an expense, valuation of deferred tax assets, and the likelihood of loss contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Estimates and assumptions are revised periodically and the effects of revisions are reflected in the financial statements in the period it is determined to be necessary. Actual results could differ from these estimates. Diluted earnings loss per share is calculated by dividing net income loss by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when anti-dilutive, common stock equivalents, if any, are not considered in the computation. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured.
As at December 31, , the Company has not commenced its principal operations. In addition, the Company provides consulting services as an additional revenue source. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. The Company has recently adopted the following new accounting standards:. The amendments in ASU do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto.
Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, The adoption of this update did not have a material impact on its consolidated financial statements. The objective of ASU No. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, , and interim reporting periods therein.
The objective of ASU is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, , and interim reporting periods therein. Early adoption is permitted.
The objective of ASU is to reduce the cost and complexity associated with the incremental reporting requirements for development stage entities. This Update removes all incremental financial reporting requirements, and eliminates an exception provided to development stage entities in Topic The amendments in this standard are effective retrospectively for annual reporting periods beginning after December 15, , and interim periods therein. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, , and interim periods within those annual periods.
Early adoption is permitted for new disposals beginning in the first quarter of , provided financial statements have not been issued before the release of this standard. The amendments in this Update are effective for the annual period ending after December 15, , and for annual periods and interim periods thereafter. Early application is permitted. The objective of ASU is to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements.
The amendments in this Update are effective on November 18, After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle.
The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. Other recent accounting pronouncements issued by the FASB including its Emerging Issues Task Force , the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.
The following consolidated audited financial statements are filed as part of this annual report:. Consolidated Balance Sheets as at December 31, and Consolidated Statements of Operations for the years ended December 31, and Consolidated Statements of Cash Flows for the years ended December 31, and Notes to the Consolidated Financial Statements for the years ended December 31, and To the Board of Directors and Stockholders of.
We have audited the accompanying consolidated balance sheets of Peartrack Security Systems, Inc. Our responsibility is to express an opinion on these financial statements based on our audits. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Peartrack Security Systems, Inc. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no revenues, has negative working capital at December 31, , has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Charleston Blvd. Accounts payable and accrued expenses. Related party payables. Notes payable-short-term convertible-related party. Notes and loans payable-short-term.
Total current liabilities. Notes payable-long-term convertible-related party, net of unamortized discount. Notes payable-long-term convertible-other. December 31, and , respectively. Additional paid in capital. Subscriptions receivable. Accumulated deficit. Accumulated comprehensive income. Total stockholders' deficit. The accompanying notes are an integral part of these consolidated financial statements.
Net loss from discontinued operations, net of tax. Unrealized gain loss on currency translation. Net loss and comprehensive income loss. Weighted average common shares outstanding - basic and diluted. Adjustments to reconcile net loss to net cash used in operating activities:.
Accruals converted to related party loans. Discount amortization. Loss on disposal of asset. Changes in operating assets and liabilities:. Increase decrease in refunds and claims receivable. Increase in prepaid expenses. Increase decrease in other assets. Increase in accounts payable and accrued expenses. Increase in deferred revenue.
Increase in related party payables. Net cash provided by used in operating activities. Net cash provided by used in investing activities. Net cash provided by used in continuing operations. Net cash provided by discontinued operations. Change from related party debt to non-related party debt. Common stock subscriptions receivable. Conversion of debt into common stock.
Conversion of related party payable to related party convertible note payable. Discount on related party convertible debt. Through the subsidiaries, Ecologic Car Rentals, Inc. The consolidated financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern. NOTE 2. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
Cash and Cash Equivalents : The Company considers cash in banks, deposits in transit, and highly-liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. As of December 31, and , the Company had no cash equivalents. Use of Estimates : The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Property and Equipment : Property and equipment is carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repairs and maintenance are expensed as incurred. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 5 to 7 years. Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of : In accordance with ASC , the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable.
When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.
The Company currently believes there is no impairment of its long-lived assets. Either of these could result in future impairment of long-lived assets. Income Taxes : Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse.
The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established.
ASC and establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. ASC and prioritizes the inputs into three levels that may be used to measure fair value:. Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions less active markets ; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Investments in Securities : Investments in securities are accounted for using the equity method if the investment provides the Company the ability to exercise significant influence, but not control, over an investee. All other equity investments, which consist of investments for which the Company does not possess the ability to exercise significant influence, are accounted for under the mark to market method.
Under the mark to market method of accounting, investments are marked to market, with unrealized gains and losses being excluded from earnings and reflected as a component of other comprehensive income. The date by which the Form S1 was to be filed was extended by mutual agreement to January 31, The Company has requested that AZFL complete the registration so the stock distribution can be completed. NOTE 4. Notes and loans payable consists of the following:. Total notes and loans payable-short term. Total notes payable-long term-convertible. No modifications to existing notes were made during As of December 31, , notes payable includes the following convertible promissory notes:.
Loans payable consists of monies loaned to the Company by a third-party for the purpose of overhead advances and product development. The loan is unsecured, bears no interest, and is payable upon demand. NOTE 8. Related party transactions consists of the following:. Total long-term notes payable, senior, net of discount. Related party notes payable consists of the following convertible notes payable at December 31, Note payable-long-term-senior, net of discount. The initial term of the Agreement is for a period of two 2 years, and is automatically renewed annually unless terminated by either party.
No interest has been accrued as of December 31, Macy, a member of the board of directors, for his services in the area of technology, sales and marketing. In accordance with the Security Agreement, certain intellectual property licensed to the Company shall be pledged as collateral to secure punctual payment. In the event of default, the Company has the right to repurchase the intellectual property, for which the proceeds shall be paid to the Note Holders to satisfy the default.
As of December 31, and , no contingent payments have been made. As of December 31, , the Company has not commenced sales of the Licensed Product. NOTE As of December 31, and , respectively, the Company had 59,, and 2,, shares of common stock issued and outstanding. During the year ended December 31, , , stock options issued in expired, and 5, stock options issued in were cancelled.
As of December 31, and , respectively, the Company has no warrants and , and , options issued and outstanding. No change in control took place and no goodwill has been recognized as a result of the merger. The following table summarizes the amounts of identified assets acquired and liabilities assumed at October 17, , the acquisition date, as well as the amounts combined at December 31, Intellectual property, net, unencumbered. Note payable, related party, net of discount. On December 1, , the Company discontinued all operations related to the former activities involving the three year test market with Park N Fly, Inc.
In addition, certain advances were made to Ecologic Products, Inc. As a result, additional cash funds are required the in order to satisfy the accounts payable remaining. As of December 31, , the Company had the following assets and liabilities relating to its discontinued operations:. The results of discontinued operations are summarized as follows:. Temporary differences are differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years.
Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the ultimate realization of a deferred tax as the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, and , are presented below:.
Net deferred tax asset - continuing operations. Net deferred tax asset - discontinued operations. A reconciliation of income taxes computed at the US federal statutory income tax rate to the change in valuation allowance is as follows:. Computed expected tax payable recovery. At this time, the Company is unable to determine if it will be able to benefit from its deferred tax asset. There are limitations on the utilization of net operating loss carry forwards, including a requirement that losses be offset against future taxable income, if any. In addition, there are limitations imposed by certain transactions which are deemed to be ownership changes.
Accordingly, a valuation allowance has been established for the entire deferred tax asset. This limitation has been reflected in the US federal and state net operating loss carryforwards. The Company has elected to forgo any carryback of its net operating losses. The Company adopted uncertain tax position in accordance with ASC on January 1, , and has not recognized any material increase in the liability for unrecognized income tax benefits as a result of the implementation. The Company estimates that the unrecognized tax benefit will not change within the next twelve months.
The Company will continue to classify income tax penalties and interest, if any, as part of interest and other expenses in its consolidated statements of operations. The Company has incurred no interest or penalties as of December 31, and The amount of income taxes the Company pays is subject to ongoing examinations by federal and state tax authorities. The Company has evaluated the events and transactions for recognition or disclosure subsequent to December 31, , and has determined that there have been no events that would require disclosure, with the exception of the following:.
During the year ended December 31, , and during the period from December 31, to May 23, , the date of dismissal, i there were no disagreements with ANC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of ANC would have caused it to make reference to such disagreement in its reports; and ii there were no reportable events as defined in Item a 1 v of Regulation S-K.
The Company has provided ANC with a copy of the foregoing disclosures and requested that ANC furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter is filed as Exhibit The Company is in disagreement with ANC, and is disputing their claim, but has removed their audit opinion from this filing until such time as this dispute is resolved by legal authority.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
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. Inherent limitations on effectiveness of controls. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.
Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Changes in Internal Control over Financial Reporting. Identification of Directors and Executive Officers. The following table represents the directors and executive officers of the Company as of March 31, The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors.
Each officer serves until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. At the present time, members of the board of directors are not compensated for their services to the board. Background and Business Experience. The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.
He served twenty-four years on active duty in the U. Navy as a professional logistician, retiring with the rank of Captain. Withrow has been very active in civic leadership for the past 20 years serving in a number of elected and appointed positions, including Mayor of Alameda, California. He is currently serving as the regionally elected President of the Governing Board of The Peralta Colleges, an institution consisting of 2, faculty and staff and approximately 30, students. Bucci has over 30 years experience in the field of finance and business management.
Bucci was Controller of the Company since January , and was responsible for general ledger, quarterly certified reviews, annual audits, preparation for SEC filings, customer billing and invoicing, multi-state payroll, licenses and consolidated corporate income taxes. Before joining the Company, Ms.
In addition to her public accounting background, Ms. During her tenure with IRC, Ms. Bucci also designed and implemented a custom computerized availabilities system for the film rights of over 35 film properties distributed to foreign territories throughout the world. She was also responsible for the administration and facilitation of all client contracts, dealing heavily in foreign currencies and international import regulations. Bucci attended the University of California at Berkley, majoring in Accounting. Withrow has over 20 years of experience as a financier, wherein he has developed an expertise in finding small undervalued and under-funded companies and creating value with them.
In Mr. Withrow co-founded Simplyfamily. In , Mr. From until the present, Mr. Withrow acquired, restructured, merged, created and was a senior advisor to 10 companies. From to , Mr. In to Mr. From to present, Mr. Withrow co-founded Eaton Scientific Systems, Ltd. Withrow was a co-founder of Montecito Bio Sciences, Ltd. He is the author of several patents in the life sciences space.
Since he has been a principal and managing director of Wood Roberts, LLC, an energy corporate financial advisory firm based in Houston, Texas. He was initially responsible for branches and for fleet utilization. He developed a capacity planning system to help predict the numbers of reservations, pricing potential and no show expectations.
This allowed the company to achieve fleet utilization far above the competition. He later led the expansion of Alamo across the country and into foreign markets. With expansion complete, Bill focused on marketing and sales to major wholesale suppliers and partners such as the airlines, travel consortiums, cruise lines and large corporations. Since the sale of Alamo, Mr. Nesbitt has focused on several successful company startup and acquisition projects as well as developing customer loyalty retail marketing programs for Harley Davidson dealerships and marine products companies.
He is succeeded by Mr. Blake is a sustainability expert with over 25 years experience developing strategic plans and influencing high profile stakeholders within governments, NGOs as well as the postal, construction, healthcare, oil and gas and charity sectors. From to the present, Dr. From to , Dr. He successfully designed and directed the implementation of a major transformational change management program. Since , Dr. The last seven years have seen Mr. During this period, he has advised three governments and a number of listed companies on both renewable energy and energy efficiency, as well as leading the fundraising for a number of clean tech companies in the US and EU.
He is currently leading a team for a large non-profit in order to develop a range of program for rural electrification in Africa and Asia, using a range of technologies. He has worked in both new businesses and public entities, and in recent years provided specialist technology management consultancy to such clients as Vodafone and Promethean Plc. Macey was responsible for development, manufacturing and operational aspects of the business from inception until MPS are considered to be one of the industry forebears and soon after forming became listed on the London Stock Exchange with an international business which grew to employ some 1, staff globally.
Burke, Director. Burke has been involved with cutting-edge technology since he joined IBM in the mid-seventies and has worked with industry standards such as ISO and previously BS standards. He has been directly involved with the development of high tech products, their production and manufacture and marketing. Since he has been responsible for establishing national sales forces and creating a marketing strategy for innovative products, which have been both revolutionary and new to the global market.
In his early career, Mr. Burke was also co-founder of Minorplanet Ltd. Burke formed Pear Track Systems Ltd. Woolas is a principal and co-founder of Wellington Street Partners, Ltd. Prior to his position with Wellington, Mr. Prior to his time in Parliament, in Mr. He has also published numerous articles and essays and is a Fellow of the Royal Society of Arts.
There are no family relationships among its directors or executive officers, with the exception of the following:. Withrow, Jr. Withrow III. Involvement in Certain Legal Proceedings. John L. Ogden is chair of the audit committee. The Company currently does not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors. During the calendar year , aside from quarterly review teleconferences, there were no meetings held by this committee.
The business of the audit committee was conducted though these teleconferences and by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the audit committee.
The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions. Compliance with Section 16 a of the Exchange Act. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16 a forms they file.
The table below summarizes the compensation paid by the Company to the following persons:. Pursuant to Mr. In addition, during , Mr. On October 17, , Mr. As a result, the Employment Agreement dated November 1, was terminated. An employment agreement for Mr. There are no agreements or understandings for any executive officer to resign at the request of another person. The Company maintains the Stock Option Plan "the Plan" , wherein 20,, restricted shares of common stock were reserved for issuance. The Plan is intended to assist the Company in securing and retaining key employees, directors and consultants by allowing them to participate in the Company's ownership and growth through the grant of incentive and non-qualified options.
Under the Plan, the Company may grant incentive stock options only to key employees and employee directors, or the Company may grant non-qualified options to employees, officers, directors and consultants. Subject to the provisions of the Plan, the board of directors will determine who shall receive options, the number of shares of common stock that may be purchased under the options.
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As the Deputy is aware, the Credit Institutions Stabilisation Bill was published on 14 December , completed all Stages in the Houses of the Oireachtas over the course of 15 and 16 December and has been signed into law by the President as the Credit Institutions Stabilisation Act The summary of results based on EPA's implementation of the lead strategy is currently in draft, and will need time for the lead smelter workgroup to give one last review and to go through the signature process. The English study had a prevalence of 5. Deadman August 9, Display Non-Printed Markup Elements. Kristofer November 4, Just after the semiannual reporting period closed, we sent a team to visit the community, and our work includes interviewing residents who submitted complaints to the EPA, the Office of Inspector General and the White House as far back as April
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