Filed 2008-08-14 · Period ending 2008-04-30 · 10,264 words · SEC EDGAR
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# Go Green Global Technologies Corp. (GOGR) — 10-K
**Filed:** 2008-08-14
**Period ending:** 2008-04-30
**Accession:** 0001144204-08-046546
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1378866/000114420408046546/)
**Origin leaf:** c6c854cec762608b6294ede38b100df3a487d97a073724a4e3aa1ed2b61a32a4
**Words:** 10,264
---
10-K
1
v12377_10k.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
|
x |
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
|
For
the
fiscal year ended: April 30, 2008
or
|
o |
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT |
|
For
the
transition period from ________________ to __________________
Commission
File Number 000-52638
PHOTOMATICA,
INC.
(Exact
name of registrant as specified in its charter)
|
Nevada |
20-44412118 |
|
|
State
or other jurisdiction of |
(IRS
Employer |
|
|
incorporation
or organization |
Identification
No.) |
|
|
112
North Curry Street, Carson City, Nevada |
89703 |
|
|
(Address
of principal executive offices) |
(Zip
Code) |
|
Registrants
telephone number, including area code (775) 321-8220
Securities
registered under Section 12(b) of the Exchange Act: None
Securities
registered under Section 12(g) of the Exchange Act: Common Stock
(Title
of
class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
by
Rule 405 of the Securities Act.
Yes
o
No x
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days.
Yes
x
No
o
Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this
Form 10-K.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
Large
accelerated filer o
Accelerated filer o
Non-accelerated
filer o (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
x
No
o
State
the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was
last sold, or the average bid and ask price of such common equity, as of the
latest business day of the registrants most recently completed second fiscal
quarter: As of October 30, 2008, the aggregate value of voting and non-voting
common equity held by non-affiliates was $15,000.
TABLE
OF
CONTENTS
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Number |
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PART
I |
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Item
1. |
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Business |
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1 |
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Item
1A. |
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Risk
Factors |
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3 |
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Item
1B |
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Unresolved
Staff Comments |
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3 |
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Item
2 |
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Properties |
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3 |
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Item
3 |
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Legal
Proceedings |
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3 |
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Item
4 |
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Submission
of Matters to a Vote of Security Holders |
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3 |
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PART
II |
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Item
5 |
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Market
Price for the Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities |
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3 |
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Item
6 |
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Selected
Financial Data |
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3 |
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Item
7 |
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Managements
Discussion and Analysis of Financial Condition and Results of Operation |
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4 |
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Item
7A |
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Quantitative
and Qualitative Disclosure about Market Risk |
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5 |
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Item
8 |
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Financial
Statements and Supplementary Data |
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5 |
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Item
9 |
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Changes
an Disagreements With Accountants on Accounting and Financial Disclosure |
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14 |
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Item
9A |
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Controls
and Procedures |
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14 |
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Item
9A(T) |
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Controls
and Procedures |
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14 |
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Item
9B |
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Other
Information |
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15 |
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PART
III |
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Item
10 |
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Directors
and Executive Officers, Promoters and Control Persons |
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15 |
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Item
11 |
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Executive
Compensation |
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17 |
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Item
12 |
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Security
Ownership of Certain Beneficial Owners and Management |
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17 |
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Item
13 |
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Certain
Relationships and Related Transactions and Director
Independence |
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17 |
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Item
14 |
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Principal
Accounting Fees and Services |
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18 |
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PART
IV |
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Item
15 |
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Exhibits
and Financial Statement Schedules |
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18 |
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PART
I
Item
1.
Business
Overview
Photomatica,
Inc. was incorporated in the State of Nevada as a for-profit company on February
22, 2006 to enter into the Stock Image Photography industry. On May 9, 2008
a
Mr. Hilary Vieira became President and CEO of the Company and decided to take
the Company in a new direction hoping to enhance shareholder value. We are
a
development-stage company planning to enter into the airline safety
industry.
Since
inception we have not been involved in any bankruptcy, receivership or similar
proceeding nor have we, consolidated or purchased or sold any of our assets
not
in the ordinary course of business.
General
Foreign
Object Debris (FOD) at airports includes any object found in an inappropriate
location, which as a result of being in that location, can potentially damage
equipment or cause airplane or airport personnel injuries. The resulting damage
is estimated to cost the aerospace industry $4 billion a year.
Airports,
airlines, and airport tenants can reduce this cost by taking steps to prevent
airport FOD. FOD includes a wide range of material, including loose hardware,
pavement fragments, catering supplies, building materials, rocks, sand, pieces
of luggage, and even wildlife. FOD is found at terminal gates, cargo aprons,
taxiways, runways, and run-up pads. It causes damage through direct contact
with
airplanes, such as by cutting airplane tires or being ingested into engines,
or
as a result of being thrown by jet blast and damaging airplanes or injuring
people.
At
Secure
Runway System Corp. we are developing the "Runway Monitoring System" which
will
be a cost-effective runway-monitoring tool that can be used at any airport
to
alert ground, tower and/or flight crew to the presence of FOD on the runway.
It
is easily installed and may consists of:
|
|
A
high definition video or infrared imaging system |
|
|
|
An
image processing ground station |
|
|
|
Existing
airport runway lighting and power technology |
|
The
alert
system may provide virtually instantaneous notification of any runway FOD.
Real
time automated monitoring of the system with automated email or SMS alerts
may
also be provided creating a safer environment for aircraft to take off and
land.
In
the
unfortunate event of a runway incident, the real-time video data provides
invaluable information into the circumstances of the event. There is no need
to
rely on the availability of low quality, amateur video footage.
Plan
of
Operation
1
The
company is attempting to raise capital and start the development of its FOD
prototype. If
we are
unable to complete any phase of our systems development or marketing efforts
because we dont have enough money, we will cease our development and or
marketing operations until we raise sufficient funding. Attempting to raise
capital after failing in any phase of our software procurement plan would be
difficult. As such, if we cannot secure additional proceeds we will have to
cease operations. If
we
have to have to reduce or cease our business activities due to lack of funding
we have no plans to engage in any other business or enterprise.
We
require capital to launch our business plans which consists of the following
steps;
Plan
of
Operation
The
Company has not yet generated any revenue from its operations. As of the fiscal
year ended April 30, 2008 we had $354 of cash. Our current cash holdings and
cash generated from operations will be insufficient to satisfy our liquidity
requirements over the next 12 months. We will seek to obtain additional funds
in
order to obtain working capital that we will require to produce our FOD
prototype; we anticipate the cost to complete a working prototype to be
$1,200,000. Over the next 90 days the Company intends to seek financing through
private placements or convertible debentures. At this time the Company has
not
spoken to any broker dealers concerning its financing requirements
During
the next twelve months we plan to continue to define our business plan, create
our website and acquire technologies that will allow us to produce our working
prototype within 270 days. We will also determine what staffing and technology
resources we will require in order to maintain and grow our business. We will
be
engaged, as well, in identifying and contacting qualified engineers and
personnel that can install our systems in airports that may be interested in
installing our system.
The
first
step in our marketing our product will be to have our product certified by
Transport Canada and the National Transport Safety Board we expect to file
for
certifications with 300 days and we anticipate certification to take 10 to
14
months, the Company anticipates the cost of certification to be twenty five
thousand dollars.
As
soon
as the Company receives its product certification from various safety
organizations it can begin commercial production.
If
we are
unable to complete any phase of our systems development or marketing efforts
because we dont have enough money, we will cease our development and/or
marketing activities until we raise sufficient funds. Attempting to raise
capital after failing in any phase of our business plan would be difficult.
As
such, if we cannot secure additional proceeds we will have to cease
operations.
Management
does not plan to hire any employees at this time. Our officer and director
will
be responsible for business development.
We will
hire hardware and software engineers to develop our prototype when the company
has raised the anticipated capital require to compete the prototype.
The
Company does not expect the purchase or sale of any significant equipment other
than individual components required to build our prototype FOD. The Company
and
has no current material commitments, nor have we generated any revenue since
inception.
2
Item
1A.
Risk Factors
We
are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
are
not required to provide the information required under this item.
Item
1B.
Unresolved Staff Comments
We
are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
are
not required to provide the information required under this item.
Item
2.
Properties
We
do not
own any real estate or other properties and have not entered into any long
term
lease or rental agreements for property. The Companys principle address is
Suite 112 North Currie Street, Carson City, Nevada, 89703 where we rent shared
office space. The Company also maintains rented offices at 1881 Yonge St. Suite
700 Toronto, Ontario where the company will develop its FOD prototype. These
arrangements satisfy the current needs of the Company and will be adequate
up to
the point that we initiate operations.
Item
3.
Legal Proceedings
We
are
not a party to any material legal proceedings and to our knowledge no such
proceedings are threatened or contemplated by any party.
No
director, officer, or affiliate of the issuer and no owner of record or
beneficiary of more than 5% of the securities of the issuer, or any security
holder is a party adverse to the small business issuer or has a material
interest adverse to the small business issuer.
Item
4.
Submission of Matters to a Vote of Security Holders
On
June
16, 2008 the Company file a Schedule 14c to change the Companys name to Secure
Runway Systems Corp. and to adopt the 2008 Stock Option plan and Stock Bonus
plan.
PART
II
Item
5.
Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchase of Equity Securities
The
Companys common shares are not currently listed on the Over the Counter
Bulletin Board OTCBB.
As
of
April 30, 2008, the Company had thirty-four (34) active shareholders of record.
The Company has not paid cash dividends and has no outstanding options.
Item
6.
Selected Financial Data
We
are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
are
not required to provide the information required under this item.
3
Item
7.
Managements Discussion and Analysis of Financial Condition and Results of
Operations.
The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and
related notes included elsewhere in this report.
This
report contains forward looking statements relating to our current view of
future economic performance, the plans and objectives of management for future
operations, projections of revenue mix and other financial items that are based
on the beliefs of, as well as assumptions made by and information currently
known to, our management. The words "expects, intends, believes, anticipates,
may, could, should" and similar expressions and variations thereof are intended
to identify forward-looking statements. The cautionary statements set forth
in
this section are intended to emphasize that actual results may differ materially
from those contained in any forward looking statement.
Our
auditors report on our April 30, 2008 financial statements expresses an opinion
that substantial doubt exists as to whether we can continue as an ongoing
business. Since our sole officer and director may be unwilling or unable to
loan
or advance us additional capital, we believe that if we do not raise additional
capital over the next 12 months, we may be required to suspend or cease the
implementation of our business plans. See April 30, 2008 Audited Financial
Statements - Auditors Report.
As
the
Company has been issued an opinion by its auditors that substantial doubt exists
as to whether the company can continue as a going concern, it may be difficult
for the company to attract investors.
At
the
present time, we have not been able to raise sufficient additional cash to
support and enhance our product development and marketing activities. If we
are
unable to raise the cash needed to support our operations, we will either
suspend business activities until we do raise the cash, or cease operations
entirely.
We
anticipate that our current cash and and cash generated from operations, if
any,
will be insufficient to satisfy our liquidity requirements for at least the
next
12 months. We will require additional funds prior to such time and the Company
will seek to obtain theses funds by selling additional capital through private
equity placements, debt or other sources of financing. If we are unable to
obtain sufficient additional financing, we may be required to reduce the scope
of our business plan, which could harm our business, financial condition and
operating results. Additional funding to meet our requirements may not be
available on favourable terms, if at all. Other
than as described in this paragraph, we have no other financing
plans.
During
the next twelve months we plan to continue to define our business plan, develop
our prototype FOD. We will also determine what staffing and technology resources
we will require in order to maintain and grow our business. We will be engaged
as well in identifying and contacting hardware and software engineers that
have
the expertise to develop our prototype.
There
is
no historical financial information about us upon which to base an evaluation
of
our performance. We are a development stage company and have not generated
any
revenues from activities. We cannot guarantee that we will be successful in
our
business activities. Our business is subject to risks inherent to a new business
enterprise including limited capital resources, possible delays in the
development of our products and possible cost overruns due to cost
increases.
We
did
not earn any revenues during the fiscal years ending April 30, 2008 or April
30,
2007. During the fiscal year ending April 30, 2008 we incurred operating
expenses of $16,753 comprising of professional fees in the amount of $13,432
and
office and administrative expenses of $ 3,321. Since inception the Company
has
incurred operating expenses of $ 49,018.
4
Off
Balance Sheet Arrangements.
As
of the
date of this Form 10-K, the current funds available to the Company will not
be
sufficient to continue maintaining a reporting status. The cost to maintain
the
reporting status of the Company for the next twelve months has been estimated
at
$15,000. Our officer and director, Hilary Vieira has indicated to the Company
that he may be willing to provide the funds required to maintain the reporting
status in the form of a non-secured loan for the next twelve months as the
expenses are incurred, if no other proceeds are obtained by the Company.
However, there is no contract in place or written agreement securing this
agreement.
Other
than the above described situation the Company does not have any off-balance
sheet arrangements that have or are reasonably likely to have a current or
future effect on the Company's financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
Item
7A.
Quantitative and Qualitative Disclosures about Market Risk.
We
are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
are
not required to provide the information required under this item.
Item
8.
Financial Statements and Supplementary Data
To
the
Stockholders and Board of Directors of Photomatica, Inc.
We
have
audited the accompanying balance sheets of Photomatica, Inc. (a development
stage company) as of April 30, 2008 and 2007 and the related statements of
operations, stockholders deficit and cash flows for the years then ended and
the period from February 22, 2006 (inception) to April 30, 2008. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on
our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform an audit to obtain reasonable assurance 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. Our audit included consideration of internal control
over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys 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. An audit also includes 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, these financial statements present fairly, in all material respects,
the financial position of Photomatica, Inc. as of April 30, 2008 and 2007
and
the results of its operations and its cash flows for the years then ended
and
for the period
from February 22, 2006 (inception) through April 30, 2008
in
conformity with accounting principles generally accepted in the United States
of
America.
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 not
generated revenues since inception, has incurred losses in developing its
business, and further losses are anticipated. The Company requires additional
funds to meet its obligations and the costs of its operations. These factors
raise substantial doubt about the Companys ability to continue as a going
concern. Managements plans in this regard are described in Note 1. The
financial statements do not include any adjustments that might result from
the
outcome of this uncertainty.
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/s/DMCL |
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DALE
MATHESON CARR-HILTON LABONTE LLP |
|
|
|
CHARTERED ACCOUNTANTS |
|
Vancouver,
Canada
July
16,
2008
6
**PHOTOMATICA,
INC.**
**(A
Development Stage Company)**
**BALANCE
SHEETS**
|
|
|
April
30, 2008 |
|
April
30, 2007 |
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT |
|
|
|
|
|
|
|
Cash |
|
$ |
354 |
|
$ |
3,345 |
|
|
|
Prepaid
expenses |
|
|
3,500 |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets |
|
$ |
3
,854 |
|
$ |
3,345 |
|
|
|
|
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|
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LIABILITIES
AND STOCKHOLDERS DEFICIT |
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CURRENT |
|
|
|
|
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|
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Due
to related party |
|
$ |
25,190 |
|
$ |
25,190 |
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|
|
Accounts
payable and accrued liabilities |
|
|
5,682 |
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|
12,610 |
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Total
Liabilities |
|
|
30,872 |
|
|
12,610 |
|
|
|
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|
|
|
|
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STOCKHOLDERS
DEFICIT |
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Capital
stock |
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Authorized |
|
|
|
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|
|
75,000,000
shares of common
stock, $0.001 par value, |
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|
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|
Issued
and
outstanding |
|
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|
|
|
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|
10,000,000
shares of common stock (2007- 10,200,000) |
|
|
10,000 |
|
|
10,200 |
|
|
|
Additional
paid-in capital |
|
|
12,000 |
|
|
12,800 |
|
|
|
Deficit
accumulated during the development stage |
|
|
(49,018 |
) |
|
(32,265 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total
Shareholders deficit |
|
|
(27,018 |
) |
|
(9,265 |
) |
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|
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|
|
|
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|
|
Total
Liabilities and Shareholders deficit |
|
$ |
3,854 |
|
$ |
3,345 |
|
|
Going
Concern (Note 1)
The
accompanying notes are an integral part of these financial
statements.
7
**PHOTOMATICA,
INC.**
**(A
Development Stage Company)**
**STATEMENTS
OF OPERATIONS**
|
|
|
Year
ended
April
30,
2008 |
|
Year
ended
April
30 2007 |
|
Cumulative
from February 22, 2006 (Inception) to
April
30, 2008 |
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office
and general |
|
$ |
3,321 |
|
$ |
4,589 |
|
$ |
9,289 |
|
|
|
Professional
fees |
|
|
13,432 |
|
|
26,297 |
|
|
39,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS |
|
$ |
(16,753 |
) |
$ |
(30,886 |
) |
$ |
(49,018 |
) |
|
|
|
|
|
|
|
|
|
|
BASIC
AND DILUTED NET LOSS PER SHARE |
|
$ |
0.00 |
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
- BASIC AND DILUTED |
|
|
10,109,836 |
|
|
9,142,123 |
|
|
The
accompanying notes are an integral part of these financial
statements.
8
**PHOTOMATICA,
INC.**
**(A
Development Stage Company)**
**STATEMENTS
OF CASH FLOWS**
|
|
|
Year
ended
April
30, 2008 |
|
Year
ended
April
30, 2007 |
|
Cumulative
from February 22, 2006 (Inception) to
April
30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
CASH
FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Net
loss |
|
$ |
(16,753 |
) |
$ |
(30,886 |
) |
$ |
(49,018 |
) |
|
|
Changes
in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Pre-paid
expenses |
|
|
(3,500 |
) |
|
- |
|
|
(3,500 |
) |
|
|
Accounts
payable and accrued liabilities |
|
|
(6,928 |
) |
|
12,610 |
|
|
5,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CASH USED IN OPERATING ACTIVITIES |
|
|
(27,181 |
) |
|
(18,276 |
) |
|
(46,836 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Related
party advances (repayments) |
|
|
25,190 |
|
|
(1,379 |
) |
|
25,190 |
|
|
|
Share
subscription receivable |
|
|
- |
|
|
7,000 |
|
|
- |
|
|
|
Proceeds
from issuance of common stock |
|
|
- |
|
|
16,000 |
|
|
23,000 |
|
|
|
Redemption
and cancellation of common stock |
|
|
(1,000 |
) |
|
- |
|
|
(1,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CASH PROVIDED BY FINANCING ACTIVITIES |
|
|
24,190 |
|
|
21,621 |
|
|
47,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCREASE (DECREASE) IN CASH |
|
|
(2,991 |
) |
|
3,345 |
|
|
354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH,
BEGINNING |
|
|
3,345 |
|
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH,
ENDING |
|
$ |
354 |
|
$ |
3,345 |
|
$ |
354 |
|
|
|
Supplemental
cash
flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid
for: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
|
Income
taxes |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
The
accompanying notes are an integral part of these financial
statements.
9
**PHOTOMATICA,
INC.**
**(A
Development Stage Company)**
**STATEMENT
OF STOCKHOLDERS DEFICIT**
|
APRIL
30, 2008 |
|
|
|
|
Common
Stock |
|
Additional
Paid-in Capital |
|
Share
Subscription Receivable |
|
Deficit
Accumulated During the Development Stage |
|
Total |
|
|
|
|
|
Number
of shares |
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
February 22, 2006 |
|
|
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued at $0.001 per share on March 6, 2006 |
|
|
7,000,000 |
|
|
7,000 |
|
|
- |
|
|
(7,000 |
) |
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(1,379 |
) |
|
(1,379 |
) |
|
|
Balance,
April 30, 2006 |
|
|
7,000,000 |
|
|
7,000 |
|
|
|
|
|
(7,000 |
) |
|
(1,379 |
) |
|
(1,379 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
received from share subscriptions receivable |
|
|
- |
|
|
- |
|
|
- |
|
|
7,000 |
|
|
- |
|
|
7,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued at $0.005 per share. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May
31, 2006 |
|
|
200,000 |
|
|
200 |
|
|
800 |
|
|
- |
|
|
- |
|
|
1,000 |
|
|
|
June
8, 2006 |
|
|
300,000 |
|
|
300 |
|
|
1,200 |
|
|
- |
|
|
- |
|
|
1,500 |
|
|
|
June
11, 2006 |
|
|
100,000 |
|
|
100 |
|
|
400 |
|
|
- |
|
|
- |
|
|
500 |
|
|
|
June
14, 2006 |
|
|
200,000 |
|
|
200 |
|
|
800 |
|
|
- |
|
|
- |
|
|
1,000 |
|
|
|
July
7, 2006 |
|
|
100,000 |
|
|
100 |
|
|
400 |
|
|
- |
|
|
- |
|
|
500 |
|
|
|
July
12, 2006 |
|
|
200,000 |
|
|
200 |
|
|
800 |
|
|
- |
|
|
- |
|
|
1,000 |
|
|
|
July
26, 2006 |
|
|
300,000 |
|
|
300 |
|
|
1,200 |
|
|
- |
|
|
- |
|
|
1,500 |
|
|
|
July
27, 2006 |
|
|
200,000 |
|
|
200 |
|
|
800 |
|
|
- |
|
|
- |
|
|
1,000 |
|
|
|
July
31, 2006 |
|
|
200,000 |
|
|
200 |
|
|
800 |
|
|
- |
|
|
- |
|
|
1,000 |
|
|
|
August
1, 2006 |
|
|
600,000 |
|
|
600 |
|
|
2,400 |
|
|
- |
|
|
- |
|
|
3,000 |
|
|
|
August
2, 2006 |
|
|
100,000 |
|
|
100 |
|
|
400 |
|
|
- |
|
|
- |
|
|
500 |
|
|
|
August
3, 2006 |
|
|
400,000 |
|
|
400 |
|
|
1,600 |
|
|
- |
|
|
- |
|
|
2,000 |
|
|
|
August
7, 2006 |
|
|
100,000 |
|
|
100 |
|
|
400 |
|
|
- |
|
|
- |
|
|
500 |
|
|
|
August
16, 2006 |
|
|
200,000 |
|
|
200 |
|
|
800 |
|
|
- |
|
|
- |
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(30,886 |
) |
|
(30,886 |
) |
|
|
Balance,
April 30, 2007 |
|
|
10,200,000 |
|
|
10,200 |
|
|
12,800 |
|
|
- |
|
|
(32,265 |
) |
|
(9,265 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption
and cancellation of common stock, November 21, 2007 |
|
|
(200,000 |
) |
|
(200 |
) |
|
(800 |
) |
|
- |
|
|
- |
|
|
(1,000 |
) |
|
|
Net
loss |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(16,753 |
) |
|
(16,753 |
) |
|
|
Balance,
April 30, 2008 |
|
|
10,000,000 |
|
$ |
10,000 |
|
$ |
12,000 |
|
$ |
- |
|
$ |
(49,018 |
) |
$ |
(27,018 |
) |
|
The
accompanying notes are an integral part of these financial
statements
10
**PHOTOMATICA,
INC.**
**(A
Development Stage Company)**
**NOTES
TO THE FINANCIAL STATEMENTS**
|
APRIL
30, 2008 |
|
**NOTE
1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION**
Photomatica,
Inc. (Company) is in the initial development stage and has incurred losses
since inception totalling $49,018. The Company was incorporated on February
22,
2006 in the State of Nevada. The fiscal year end of the Company is April
30. The
Company was originally organized to enter into the
stock
photography business. The
Company has since implemented a new business plan and is currently developing
the "Runway Monitoring System" which is a runway-monitoring tool that can
be
used at airports to alert if foreign objects are on the runway
The
accompanying financial statements have been prepared assuming the Company
will
continue as a going concern. As of April 30, 2008, the Company has not yet
achieved profitable operations and has a working capital deficiency of $27,018.
Its ability to continue as a going concern is dependent upon the ability
of the
Company to obtain the necessary financing to meet its obligations and pay
its
liabilities arising from normal business operations when they come due. The
outcome of these matters cannot be predicted with any certainty at this time
and
raise substantial doubt that the Company will be able to continue as a going
concern. These financial statements do not include any adjustments to the
amounts and classification of assets and liabilities that may be necessary
should the Company be unable to continue as a going concern. Management intends
to obtain additional funding by borrowing funds from its directors and officers,
or a private placement of common stock.
**NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
**Basis
of presentation**
The
accounting and reporting policies of the Company conform to United States
generally accepted accounting principles (GAAP) applicable to development
stage enterprises. The functional currency is the U.S. dollar and the financial
statements are presented in U.S. dollars.
**Financial
instruments**
Fair
value of the Company's financial instruments, consisting of cash, loan payable,
accounts payable and amount due to related party, are estimated to be equal
to
their carrying value. It is management's opinion that the Company is not
exposed
to significant interest, currency or credit risks arising from these financial
instruments.
**Income
taxes**
The
Company has adopted Statement of Financial Accounting Standards "SFAS" No.
109 -
"Accounting for Income Taxes" No. 109 requires the use of the asset and
liability method of accounting of income taxes. Under the asset and liability
method of SFAS No. 109, deferred tax assets and liabilities are recognized
for
the future tax consequences attributable to temporary differences between
the
financial statements carrying amounts of assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or
settled.
In
June
2006, the Financial Accounting Standards Board (FASB) issued Interpretation
No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation of
FASB
Statement No. 109" ("FIN 48"). FIN 48 clarifies the accounting for uncertainty
in income taxes by prescribing a two-step method of first evaluating whether
a
tax position has met a more likely than not recognition threshold and, second,
measuring that tax position to determine the amount of benefit to be recognized
in the financial statements. FIN 48 provides guidance on the presentation
of
such positions within a classified balance sheet as well as on de-recognition,
interest and penalties, accounting in interim periods, disclosure and
transition. FIN 48 was adopted by the Company on May 1, 2007.
**Loss
per share**
The
Company computes net loss per share in accordance with SFAS No. 128 "Earnings
per Share" which requires presentation of both basic and diluted earnings
per
share (EPS) on the face of the statement of operations. Basic EPS is computed
by dividing net loss available to common shareholders by the weighted average
number of shares outstanding during the period. Diluted EPS gives effect
to all
dilutive potential common shares outstanding during the period including
convertible debt, stock options, and warrants, using the treasury stock method.
Diluted loss per share figures are equal to those of basic loss per share
for
each period presented as the Company does not have any dilutive
instruments.
11
**Foreign
currency translation**
The
financial statements are presented in United States dollars. In accordance
with
SFAS No. 52, Foreign Currency Translation, foreign denominated monetary assets
and liabilities are translated into their United States dollar equivalents
using
foreign exchange rates which prevailed at the balance sheet date. Non-monetary
assets and liabilities are translated at the transaction date. Revenue and
expenses are translated at average rates of exchange during the period. Related
translation adjustments are reported as a separate component of stockholders
equity, whereas gains or losses resulting from foreign currency transactions
are
included in results of operations.
**Use
of estimates**
The
preparation of financial statements in conformity with GAAP 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 revenues and expenses
during the reporting period. The Company regularly evaluates estimates and
assumptions. The Company bases its estimates and assumptions on current facts,
historical experience and various other factors that it believes to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities and
the
accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by the Company may differ materially and
adversely from the Company's estimates. To the extent there are material
differences between the estimates and the actual results, future results
of
operations will be affected. The most significant estimate relates to the
estimate of future income tax rates.
**Recent
Accounting Pronouncements**
In
February 2007, the FASB issued Statement of Financial Accounting Standard
("SFAS") No. 159, "The Fair Value Option for Financial Assets and Financial
LiabilitiesIncluding an Amendment of FASB Statement No. 115." SFAS No. 159
provides companies with an option to measure, at specified election dates,
financial instruments and certain other items at fair value that are not
currently measured at fair value. For those items for which the fair value
option is elected, unrealized gains and losses will be recognized in earnings
for each subsequent reporting period. SFAS No. 159 also establishes presentation
and disclosure requirements designed to facilitate comparisons between entities
that choose different measurement attributes for similar types of assets
and
liabilities. This standard is effective for fiscal years beginning after
November 15, 2007. Management does not expect there to be any significant
impact
of adopting SFAS 159 on its financial position, cash flows and results of
operations.
In
December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business
Combination". SFAS No. 141 (R) establishes principles and requirements for
how
an acquirer recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and non-controlling interest in
the
acquiree and the goodwill acquired. SFAS No.141(R) also establishes disclosure
requirements to enable the evaluation of the nature and financial effects
of the
business combination. SFAS No. 141(R) is effective for fiscal years beginning
after December 15, 2008. Management does not expect there to be any significant
impact of adopting SFAS 141(R) on its financial position, cash flows and
results
of operations.
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statementsan amendment of Accounting Research Bulletin
No. 51 (SFAS No.160). SFAS No. 160 establishes accounting and reporting
standards for ownership interests in subsidiaries held by parties other than
the
parent, the amount of consolidated net income attributable to the parent
and to
the non-controlling interest, changes in a parents ownership interest, and the
valuation of retained non-controlling equity investments when a subsidiary
is
deconsolidated. SFAS No. 160 also establishes disclosure requirements that
clearly identify and distinguish between the interests of the parent and
the
interests of the non-controlling owners. SFAS No. 160 is effective for fiscal
years beginning after December 15, 2008. Management has determined that the
adoption of this standard will not have an impact on the Companys financial
statements.
In
March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments
and
Hedging Activities (SFAS No. 161). SFAS No. 161 is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entitys financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. Management has determined that the adoption of this standard
will
not have an impact on the Companys financial statements.
In
May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles (SFAS No. 162). SFAS No. 162 is intended to improve
financial reporting by identifying a consistent framework, or hierarchy,
for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles (GAAP) for nongovernmental entities. SFAS No. 162 is effective
60
days following the SEC's approval of the Public Company Accounting Oversight
Board Auditing amendments to AU Section 411, *The
Meaning of*Present
Fairly in Conformity with Generally Accepted Accounting Principles. Management
has determined that the adoption of this standard will not have an impact
on the
Companys financial statements.
12
**NOTE
4 - CAPITAL STOCK**
On
November 21, 2008, the Company purchased and cancelled 200,000 common shares
of
its issued and outstanding stock for $1,000.
As
of
April 30, 2008, the Company has not granted any stock options and has not
recorded any stock-based compensation.
**NOTE
5 - RELATED PARTY TRANSACTIONS**
As
of
April 30, 2008, the Company had received advances from a director in the
amount
of $25,190 (2007: $Nil) to pay for general administration costs. The amounts
due
to the related party are measured at the exchange amount and are unsecured,
non-interest bearing and have no set terms of repayment.
**NOTE
6 - INCOME TAXES**
The
provision for income taxes reported differs from the amounts computed by
applying aggregate income tax rates for the loss before tax provision due
to the
following:
|
|
|
2008 |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
Loss
before income taxes |
|
$ |
(16,753 |
) |
$ |
(30,886 |
) |
|
|
Statutory
tax rate |
|
|
35 |
% |
|
35 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Expected
recovery of income taxes computed at standard rates |
|
|
5,864 |
|
|
10,810 |
|
|
|
Unrecognized
benefit of loss carry-forwards |
|
|
(5,864 |
) |
|
(10,810 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax provision |
|
$ |
- |
|
$ |
- |
|
|
At
April
30, 2008, the Company had accumulated non-capital loss carry-forwards of
approximately $49,000, which are available to reduce taxable income in future
taxation years and expire as follows:
|
2026 |
|
$ |
2,000 |
|
|
|
2027 |
|
|
31,000 |
|
|
|
2028 |
|
|
16,000 |
|
|
|
|
|
$ |
49,000 |
|
|
The
potential future tax benefits of these expenses and losses carried-forward
have
not been reflected in these financial statements due to the uncertainty
regarding their ultimate realization.
The
Company has not filed income tax returns since inception in the United States
and Canada. Both taxing authorities prescribe penalties for failing to file
certain tax returns and supplemental disclosures. Upon filing there could
be
penalties and interest assessed. Such penalties vary by jurisdiction and
by
assessing practices and authorities. As the Company has incurred losses since
inception there would be no known or anticipated exposure to penalties for
income tax liability. However, certain jurisdictions may assess penalties
for
failing to file returns and other disclosures and for failing to file other
supplementary information associated with foreign ownership, debt and equity
positions. Inherent uncertainties arise over tax positions taken with respect
to
transfer pricing, related party transactions, tax credits, tax based incentives
and stock based transactions. Management has considered the likelihood and
significance of possible penalties associated with its current and intended
filing positions and has determined, based on their assessment, that such
penalties, if any, would not be expected to be material.
13
Item
9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Our
auditors are the firm of Dale, Matheson, Carr-Hilton, LaBonte LLP. There have
not been any changes in or disagreements with our accountants on accounting,
financial disclosure or any other matter.
Item
9A. Controls and Procedures
Based
on
their most recent evaluation, which was completed within 90 days of the filing
of this Form 10-K, the Company's Chief Executive Officer and Treasurer have
identified that the lack of segregation of accounting duties as a result of
limited personnel resources is a material weakness of its financial procedures.
Other than for this exception, the Companys Chief Executive Officer and
treasurer believe the Company's disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that
information required to be disclosed by the Company in this report is
accumulated and communicated to the Company's management, including its
principal executive officer and principal financial officer, as appropriate,
to
allow timely decisions regarding required disclosure. There were no significant
changes in the Company's internal controls or other factors that could
significantly affect these controls subsequent to the date of their evaluation
and there were no corrective actions with regard to significant deficiencies
and
material weaknesses.
Item
9(T). Controls and Procedures
The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting, as required by
Sarbanes-Oxley (SOX) Section 404 A. The Companys internal control over
financial reporting is a process designed under the supervision of the Companys
Chief Executive Officer and Chief Financial Officer to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Companys financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.
As
of
April30, 2008, management assessed the effectiveness of the Companys
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in SEC guidance on
conducting such assessments. Based on that evaluation, they concluded
that, during the period covered by this report, such internal controls and
procedures were not effective to detect the inappropriate application of US
GAAP
rules as more fully described below. This was due to deficiencies that existed
in the design or operation of our internal control over financial reporting
that
adversely affected our internal controls and that may be considered to be
material weaknesses.
The
matters involving internal controls and procedures that the Companys management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee
and
lack of a majority of outside directors on the Company's board of directors,
resulting in ineffective oversight in the establishment and monitoring of
required internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; (3) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements; and
(4)
ineffective controls over period end financial disclosure and reporting
processes. The aforementioned material weaknesses were identified by the
Company's Chief Financial Officer in connection with the audit of our financial
statements as of April 31, 2008 and communicated the matters to our
management.
Management
believes that the material weaknesses set forth in items (2), (3) and (4) above
did not have an affect on the Company's financial results. However, management
believes that the lack of a functioning audit committee and lack of a majority
of outside directors on the Company's board of directors, resulting in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures can result in the Company's determination to its
financial statements for the future years.
14
We
are
committed to improving our financial organization. As part of this commitment,
we will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to the
Company: i) Appointing one or more outside directors to our board of directors
who shall be appointed to the audit committee of the Company resulting in a
fully functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures;
and
ii) Preparing and implementing sufficient written policies and checklists which
will set forth procedures for accounting and financial reporting with respect
to
the requirements and application of US GAAP and SEC disclosure
requirements.
Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on
the
Company's Board. In addition, management believes that preparing and
implementing sufficient written policies and checklists will remedy the
following material weaknesses (i) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (ii) ineffective
controls over period end financial close and reporting processes. Further,
management believes that the hiring of additional personnel who have the
technical expertise and knowledge will result proper segregation of duties
and
provide more checks and balances within the department. Additional personnel
will also provide the cross training needed to support the Company if personnel
turn over issues within the department occur. This coupled with the appointment
of additional outside directors will greatly decrease any control and procedure
issues the company may encounter in the future.
We
will
continue to monitor and evaluate the effectiveness of our internal controls
and
procedures and our internal controls over financial reporting on an ongoing
basis and are committed to taking further action and implementing additional
enhancements or improvements, as necessary and as funds allow.
This
annual report does not include an attestation report of the companys registered
public accounting firm regarding internal control over financial reporting.
Managements report was not subject to attestation by the companys registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only managements report
in this annual report.
There
have been no changes in our internal control over financial reporting identified
in connection with the evaluation required by paragraph (d) of Rules 13a-15
or
15d-15 under the Exchange Act that occurred during the small business issuer's
last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Item
9B.****Other
Information
PART
III
Item
10.
Directors, Executive Officers, and Corporate Governance.
15
Identification
of Directors and Executive Officers
Directors
are elected by the Board of Directors to a term of one (1) year and serve until
his successor is duly elected and qualified, or until he/she is removed from
office. The Board of Directors has no nominating or compensation committees.
The
companys current Audit Committee consists of our sole officer and
director.
The
name,
address, age, and position of our present officer and director is set forth
below:
|
Name
and Address |
|
Age |
|
Position(s) |
|
|
|
|
|
|
|
|
|
Hilary
Vieira |
|
48 |
|
President,
Secretary/Treasurer, Chief Financial Officer |
|
|
1881
Yonge Street |
|
|
|
and
Chairman of the Board of Directors. |
|
|
Toronto
Ontario, Canada |
|
|
|
|
|
The
person named above has held his offices/positions since inception of our company
and is expected to hold his offices/positions at least until the next annual
meeting of our stockholders.
**Background
of Officers and Directors**
**Chairman
and President**
Mr.
Hilary Vieira, a resident of Mississauga Ontario, Canada as the CEO and Chairman
of Secure Runway Systems Corp. Mr. Vieira has an extensive background in
software development in North America, The Middle East and in India. He has
been
a director of a Pharmaceutical Company and was the President and Technical
Director of an Aerospace company listed on the Toronto Venture Exchange until
December 2006. Mr. Hilary Vieira will be directly and indirectly in charge
of
the development and design of the hardware and software systems for the
company.
**Conflicts
of Interest**
At
the
present time, the company does not foresee any direct conflict of interest
between Mr. Vieira other
business interests and his involvement in Photomatica.
Family
Relations
There
are
no family relationships among the Directors and Officers of Photomatica,
Inc.
Involvement
in Legal Proceedings
No
executive Officer or Director of the Company has been convicted in any criminal
proceeding (excluding traffic violations) or is the subject of a criminal
proceeding that is currently pending.
No
executive Officer or Director of the Company is the subject of any pending
legal
proceedings.
No
Executive Officer or Director of the Company is involved in any bankruptcy
petition by or against any business in which they are a general partner or
executive officer at this time or within two years of any involvement as a
general partner, executive officer, or Director of any business.
16
Item
11.
Executive Compensation.
Our
current executive officer and director has not and does not receive any
compensation and has not received any restricted shares awards, options or
any
other payouts. As such, we have not included a Summary Compensation
Table.
There
are
no current employment agreements between the Company and its executive officer
or director. Our executive officer and director has agreed to work without
remuneration until such time as we receive revenues that are sufficiently
necessary to provide proper salaries to the officer and compensate the director
for participation. Our executive officer and director has the responsibility
of
determining the timing of remuneration programs for key personnel based upon
such factors as positive cash flow, shares sales, product sales, estimated
cash
expenditures, accounts receivable, accounts payable, notes payable, and a cash
balances. At this time, management cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or the exact amount of
compensation.
There
are
no annuity, pension or retirement benefits proposed to be paid to officers,
directors or employees of the corporation in the event of retirement at normal
retirement date pursuant to any presently existing plan provided or contributed
to by Company.
Item
12.
Security Ownership of Certain Beneficial Owners and Management Related
Stockholder Matters.
The
following table sets forth certain information with respect to the beneficial
ownership of our common shares as it relates to our named director and executive
officer, and each person known to the Company to be the beneficial owner of
more
than five percent (5%) of said securities, and all of our directors and
executive officers as a group:
|
Name
and Address
Beneficial
Ownership [1] |
|
Number
of Shares Before the Offering |
|
Number
of Shares After Offering Assuming all of the Shares are
Sold |
|
Percentage
of Ownership After the Offering Assuming all of the Shares are
Sold |
|
|
|
|
|
|
|
|
|
|
|
Hilary
Vieira,
1881
Yonge Street Toronto, Ontario Canada |
|
3,200,000 |
|
3,200,000 |
|
50% |
|
|
|
|
|
|
|
|
|
|
|
All
Officers and Directors
as
a Group (1 person) |
|
3,200,000 |
|
3,200,000 |
|
50% |
|
.
Item
13.
Certain Relationships and Related Transactions and Director
Independence
Currently,
there are no contemplated transactions that the Company may enter into with
our
officers, directors or affiliates. If any such transactions are contemplated
we
will file such disclosure in a timely manner with the Commission on the proper
form making such transaction available for the public to view.
The
Company has no formal written employment agreement or other contracts with
our
current officer and there is no assurance that the services to be provided
by
him will be available for any specific length of time in the future. Mr. Vieira
anticipates devoting at a minimum of ten to fifteen percent of his available
time to the Companys affairs. The amounts of compensation and other terms of
any full time employment arrangements would be determined, if and when, such
arrangements become necessary.
17
Item
14.
Principal Accountant Fees and Services.
During
the fiscal year ended April 30, 2008 we incurred approximately $6,000 in fees
to
our principal independent accountants for professional services rendered in
connection with the audit of financial statements for the fiscal year ended
April 30, 2008. For review of our financial statements for the quarters ended
July 31, 2007, October 31, 2007 and January 31, 2008 we incurred approximately
$6,000 in fees to our principal independent accountants for professional
services.
During
the fiscal year ended April 30, 2008, we did not incur any other fees for
professional services rendered by our principal independent accountants for
all
other non-audit services which may include, but not limited to, tax related
services, actuarial services or valuation services.
PART
IV
Item
15.
Exhibits.
The
following exhibits are incorporated into this Form 10-K Annual
Report:
|
Exhibit
No. |
|
Description |
|
|
3.1 |
|
Articles
of Incorporation [1] |
|
|
3.2 |
|
By-Laws
of Photomatica, Inc. [2] |
|
|
31.1 |
|
Certification
of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a)
of the
Securities Exchange Act of 1934 |
|
|
31.2 |
|
Certification
of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a)
of the
Securities Exchange Act of 1934* |
|
|
32.1 |
|
Certification
of Chief Executive Officer under Section 1350 as Adopted Pursuant
to
Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
32.2 |
|
Certification
of Chief Financial Officer under Section 1350 as Adopted Pursuant
to
Section 906 of the Sarbanes-Oxley Act of 2002** |
|
|
|
|
|
|
[1]
Incorporated by reference from the Companys SB-2 filed with the Commission on
November 14, 2006
[2]
Incorporated by reference from the Companys SB-2 filed with the Commission on
November 14, 2006.
*
Included in Exhibit 31.1
**
Included in Exhibit 32.1
18
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange Act
of
1934, the registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
Photomatica,
Inc. |
|
|
|
|
|
|
|
|
By: |
/s/Hilary
Vieira |
|
|
|
Hilary
Vieira |
|
|
|
President, Secretary Treasurer, Principal Executive
Officer,Principal Financial Officer and
Director
|
|
Dated:
August 6, 2008
19