E-Qure Corp (fka EQUR)

[CashFXGroupPowerTeam]

Item 14 Beneficial Owners
Name Shares Ownership %
Soros 2 South America 9,000,000 38.1
Sederote Ventures 9,000,000 38.1
Oklahoma Ventures 1,250,000 5.2
Item 15

George Soros
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George Soros, international financier, billionaire investor, and "founder of a network of philanthropic organizations," has concentrated both personal effort and his financial wealth since 2002 to criticism of what he calls the Bush administration's "Bubble of American Supremacy" and the defeat of George W. Bush. [1] He is Emeritus Director of Refugees International.
Contents


Interesting find from pinksheets:

http://www.pinksheets.com/otciq/ajax/showFinancialReportById.pdf?id=19200

Centriforce Technology Corporation
INFORMATION AND DISCLOSURE STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 2008
In order to be considered as having adequate current information publicly available, issuers must
publish Annual Updates to their disclosure statements through the OTC Disclosure and News
Service, no later than 90 days after the end of each fiscal quarter. Annual Updates should contain
responses to the following items, and should follow the format below.
Part A: General Company Information
Item 1 Exact name of the issuer and its predecessor:
Exact Name: Centriforce Technology Corporation
Predecessor: Management Services, Inc.
Predecessor: Creative Gaming, Inc.
Item 2 The address of its principle executive offices.
Premere Resource Corporation 5201 Blue Lagoon Drive, Suite 800 Miami, Florida 33126
Matthew Schulman, President [phone], Fax [phone]
Item 3 The state and date of incorporation
The issuer was incorporated in the State of New Jersey on August 31, 1988.
Part B: Share Structure
Item 4 The exact title and class of each class of securities outstanding.
Security Symbol: CNFO
CUSIP Number: US15643J109
Par Value: Common Stock $0.001 USD.
Item 5 Par or stated value and description of the security
Common stock $0.001
Item 6 The number of shares or total amount of the securities outstanding for each class of
securities authorized.
Security Period
End Date
Shares
Authorized
Shares
Outstanding
Public
Float
# of
Beneficial
Shareholders
# of
Shareholders
of Record
Common
Stock
12/31/08 50,000,000 23,616,782 5,054,837 3 144
Part C: Business Information
Item 7 Transfer Agent.
Transfer Online, Inc.
317 SW Alder Street, 2nd Floor
Portland, OR 97204
Item 8 The nature of the issuer's business.
Centriforce, Inc. is a New Jersey corporation based in Florida with offices in Israel. It is
dedicated to developing and delivering a new technology for the desalination of salt water into
fresh, potable drinking water that can be used for irrigation or consumption.
The focus of the company is the development of a new vacuum force desalination technology
that we believe will revolutionize the desalination industry by allowing for the desalination of
sea water at lower costs. We believe our technology will require far less energy input than
current technologies require. In January 2009 the company completed the construction and
testing of its initial prototype desalination plant.
In 2008, the company acquired Ocean Transformation Technologies, Ltd. an Israeli company
engaged in the development of desalination technology.
Centriforce's technology is designed to use less energy to purify salt water than current reverseosmosis
and flash distillation technologies. By reducing energy input requirements, the Company
can reduce the cost of producing fresh water and make it more widely available to regions of the
world where shortages occur.
Centriforce is developing a new technology to transform sea water into fresh water that can be
used for drinking water and irrigation.Centriforce is developing desalination technology for
potable water. The company has successfully tested its desalination vapor-jet technology which
will allow the company to convert salt water into vapor at a very low cost. The vapor is then
condensed into fresh water for consumption.
Item 9 The Nature of products and services offered.
A. Business Development
Centriforce Technology Corporation is a corporation organized in the state of New Jersey
on August 31, 1988. We have never had operations. Our fiscal year ends December 31.
On June 18, 2008, our predecessor company, Management Services, Inc., completed a
reverse merger with Ocean Transformation Technology, Ltd, an Israeli corporation and
changed its name to Centriforce Technology Corporation (Centriforce). Centriforce is
developing a new technology to transform sea water into fresh water that can be used for
drinking water and irrigation. The technology is still in the prototype development stage.
B. Business of Issuer
a. We previously were a shell company, therefore the exemption offered pursuant to
Rule 144 Is not available. Anyone who purchased securities directly or indirectly
from us or any of our affiliates in a transaction or chain of transactions not
involving a public offering cannot sell such securities in an open market
transaction.
Item 10 The nature and extent of the issuer’s facilities
Issuer occupies leased office space at no cost to the Company.
Part D: Management Structure
Item 11 The name of the chief executive officer and members of the board of
directors.
Executive Officer:
Matthew Schulman: Director, CEO and President
5201 Blue Lagoon Drive, Suite 800 Miami, Florida 33126 [phone]
Mr. Schulman is the beneficial owner of 75,000 shares of common stock.
Other directors:
Edward Goldenberg
5201 Blue Lagoon Drive, Suite 800 Miami, Florida 33126 [phone]
Mr. Goldenberg is the beneficial owner of 75,000 shares of common stock.
Item 12 Financial information
See attached financial information in Exhibit A.
Item 13 Financial information for such part of the two preceeding fiscal years as the issuer
or its predecessor has been in existence.
Financial statements for the preceding two years are incorporated by reference and can be found
in the following locations:
Fiscal year ending December 31,
2006 www.pinksheets.com
2007 Exhibit B
Item 14 Beneficial Owners
Name Shares Ownership %
Soros 2 South America 9,000,000 38.1
Sederote Ventures 9,000,000 38.1
Oklahoma Ventures 1,250,000 5.2
Item 15 Outside providers that advise the issuer on operations, business development and
disclosure
Legal Counsel:
The Law Offices of Jean-Pierre & Jean-Pierre, LLC
23150C Sandalfoot Plaza Dr.
Boca Raton, FL 33428
Tel: [phone]
Fax:[phone]
Item 16 Management's Discussion and Analysis
Management’s Discussion and Analysis or Plan of Operation.
A. Plan of operation
Centriforce is in the research and development stage as it develops a new technology for the
desalination of salt water into potable water. As a development stage company, it has no
operating income or sales. It is currently incurring expenses related to research and development,
design, manufacture, fabrication and operating overhead related to its new technology. The
Company expects completed its initial desalination unit in late 2008 and successfully tested it in
January 2009. We expect to be ready for commercial implementation some time in 2009.
We do not currently own or operate a desalination facility. We do not expect to produce a profit
until at least 2010. When our technology is ready for implementation, we expect to seek
contracts with nations or entities in the Middle East, Africa and the United States to build and
produce waters for these clients.
To finance our on-going development, we will need to incur additional capital in the form of
equity or debt. This may mean that significant dilutition could occur to existing shareholders
depending on the nature and structure of future financing.
If we are unable to raise the capital required, we may be forced to terminate our operations and
liquidate our assets at rates substantially lower than our carrying values.
B. Management’s Discussion and Analysis of Financial Condition and Results of Operation
Management estimates that current cash on hand will be sufficient to fund the completion the
initial desalination unit in 2008. Additional funding will be needed for the design and
construction of any future units and any commercial facilities for desalination. There is no
assurance that existing financing will be adequate for completion of our first facility, that we will
be able to secure additional financing for other projects, or that we will be successful in our
efforts to develop, construct and operate one or more plants. Even if we successfully meet all of
these objectives and begin operations, there is no assurance that we will be able to operate
profitably.
We caution you that reliance on any forward-looking statement involves risks and uncertainties,
and that although we believe that the assumptions on which our forward-looking statements are
based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the
forward-looking statements based on those assumptions could be incorrect. In light of these and
other uncertainties, you should not conclude that we will necessarily achieve any plans and
objectives or projected financial results referred to in any of the forward-looking statements. We
do not undertake to release the results of any revisions of these forward-looking statements to
reflect future events or circumstances. Some of the factors that may cause actual results,
developments and business decisions to differ materially from those contemplated by such
forward-looking statements include the following risk factors:
1. Our ability to obtain additional capital to finance our initiatives;
2. The time, cost and ability to construct or complete construction of our first
desalination unit;
3. Issues arising in connection with the development and construction of our
projects, including those relating to permits, easements, site conditions,
workmanship, process engineering, and conflicts of interest;
4. The sale of interests in, or entry into, partnerships or joint ventures with
respect to specific projects;
5. Anticipated trends in our financial condition and results of operations;
6. Our ability to distinguish ourselves from our current and future competitors;
7. Changes in or elimination of laws, tariffs, subsidies, trade or other controls or enforcement
practices.
8. Changes in weather and general economic conditions;
C. Off-Balance Sheet Arrangements
None
PART E ISSUANCE HISTORY
Item 17 List of securities offerings and shares issued for services in the past two years
Please see footnote 2 of the December 31, 2008 financial statements, attached in Exhibit A.
PART F EXHIBITS
Item 18 Material Contracts
None
Item 19 Articles of Incorporation and Bylaws
These documents are incorporated by reference to our June 30, 2008 filings with pinksheets.com.
Item 20 Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
None
Item 21 Certifications.
I, Matthew Schulman, certify that:
1. I have reviewed this Annual disclosure statement of Centriforce Technology Corporation;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information
included or incorporated by reference in this disclosure statement, fairly present in all
material respects the financial condition, results of operations and cash flows of the issuer
as of, and for, the periods presented in this disclosure statement.
//s// Matthew Schulman
Matthew Schulman
President and Chief Executive Officer
1
Exhibit A – Financial Statements
CENTRIFORCE TECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008
Consolidated Balance Sheet (unaudited)
December 31, 2008 2
Consolidated Statements of Operations (unaudited) from
Inception (June 18, 2008) through December 31, 2008 3
Consolidated Statement of Changes in Shareholders’ Equity for the 4
period from inception (June 18, 2008) through December 31, 2008
Consolidated Statement of Cash Flow (unaudited)
Inception (June 18, 2008) through December 31, 2008 5
Notes to Unaudited Consolidated Financial Statements 6
2
CENTRIFORCE TECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
(Unaudited)
December 31,
2008
ASSETS
Cash and cash equivalents $ 90,278
Total assets $ 90,278
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,309
Total current liabilities 8,309
Shareholders' equity:
Common stock, $0.001 par value, 50,000,000 shares authorized,
23,616,782 shares issued and outstanding 23,617
Additional paid-in capital 709,109
Accumulated deficit (650,757)
Total shareholders’ equity 81,969
Total liabilities and shareholders' equity $ 90,278
See accompanying notes to unaudited consolidated financial statements.
3
CENTRIFORCE TECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FROM INCEPTION (JUNE 18, 2008) THROUGH DECEMBER 31, 2008
(Unaudited)
Inception (June 18,
2008) through
December 31, 2008
Revenue $ -
Costs and expenses:
Compensation expense 284,814
Professional fees 239,807
Charitable contributions 69,400
Office administration 19,158
Travel and entertainment 28,508
Rent 2,019
Utilities 7,051
Total costs and expenses 650,757
Net loss $ (454,915)
Net loss per share:
Basic and diluted $ (0.05)
Weighted average number of common shares
outstanding - Basic and diluted 8,521,041
See accompanying notes to unaudited consolidated financial statements.
4
CENTRIFORCE TECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FROM INCEPTION (JUNE 18, 2008) THROUGH DECEMBER 31, 2008
(Unaudited)
Deficit
Accumulated
Additional During the
Common Paid-in Development
Shares Stock Capital Stage Total
Issuance of common stock for cash 304,282 $ 304 $ (304) $ - $ -
Common shares issued for reverse merger 18,000,000 18,000 (18,000) - -
Post-merger capitalization 18,304,282 18,304 (18,304) - -
Issuance of common stock for cash 5,000,000 5,000 245,000 - 250,000
Issuance of common stock for services 312,500 313 482,413 - 482,726
Net loss - - - (650,757) (650,757)
Balance at December 31, 2008 23,616,782 $ 23,617 $ 709,109 $ (650,757) $ 81,969
See accompanying notes to unaudited consolidated financial statements.
5
CENTRIFORCE TECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
INCEPTION (JUNE 18, 2008) DECEMBER 31, 2008
(Unaudited)
Cumulative
from Inception
(June 18,
2008) through
December 31,
2008
Cash flows from operating activities:
Net loss $ (650,757)
Adjustments to reconcile net loss to cash used in operating
activities:
Share-based compensation and expenses 482,726
Changes in assets and liabilities:
Accounts payable 8,309
Net cash used in operating activities (159,822)
Cash flows from financing activities:
Proceeds from sale of common stock 250,000
Net cash provided by financing activities 250,000
Net change in cash 90,278
Cash and cash equivalents, beginning of period -
Cash and cash equivalents, end of period $ 90,278
Supplemental disclosures:
Interest paid $ -
Income taxes paid $ -
See accompanying notes to unaudited consolidated financial statements.
CENTRIFORCE TECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2008
6
Note 1. Organization and Nature of Business
The accompanying unaudited consolidated financial statements of Centriforce Technology Corporation (the
"Company" or "Centriforce") (formerly, Management Services, Inc.) have been prepared in accordance with
accounting principles generally accepted in the United States of America.
Management Services, Inc. (formerly, Creative Gaming, Inc.), (Creative Gaming) was incorporated in the
State of New Jersey on August 31, 1988.
On May 27, 2008, the shareholders approved a change in the Company’s name to Centriforce Technology
Corporation and a reverse stock split of 1-for-10 (1:10).
On June 18, 2008, Centriforce completed a reverse merger with , Ocean Transformation Technology Ltd
an Israeli corporation (“Ocean”). As a result of the transaction, Ocean became a wholly-owned subsidiary of
Centriforce when Centriforce agreed to issue an aggregate of 18,000,000 shares of its common stock (post-reverse
split) to the former shareholders of Ocean (in exchange for all the outstanding capital stock of Ocean), resulting in
the former shareholders of Ocean owning approximately 98.3% of the issued and outstanding Centriforce common
stock.
The Company has one subsidiary, Ocean Transformation Technology Ltd.
Principles of Consolidation
The consolidated financial statements include the accounts of Centriforce Technology Corporation (a New
Jersey corporation) and its wholly owned subsidiary, Ocean Transformation Technology Ltd. All significant intercompany
accounts and transactions have been eliminated.
Use of Estimates
In preparing financial statements in conformity with accounting principles generally accepted in the
United States of America, management is required to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes. Actual results could differ from those
estimates.
Loss per Share
In accordance with SFAS No. 128, “Earnings per Share”, basic net loss per common share is computed by
dividing net loss for the period by the weighted average number of common shares outstanding during the period.
Under SFAS No. 128, diluted net income/(loss) per share is computed by dividing the net income/(loss) for the
period by the weighted average number of common and common equivalent shares, such as stock options and
warrants, outstanding during the period. Such common equivalent shares have not been included in the computation
of net loss per share as their effect would be anti-dilutive.
Income Taxes
Income taxes are recorded in accordance with SFAS No. 109, “Accounting for Income Taxes”. This
statement requires the recognition of deferred tax assets and liabilities to reflect the future tax consequences of
events that have been recognized in the financial statements or tax returns. Measurement of the deferred items is
based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and
tax bases of the Company's assets and liabilities result in a deferred tax asset, SFAS No. 109 requires an evaluation
of the probability of being able to realize the future benefits indicated by such assets. A valuation allowance related
to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset
will not be realized.
CENTRIFORCE TECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2008
7
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment” (“SFAS 123(R)”), which requires the
measurement and recognition of compensation expense for all share-based payments made to employees and
directors based on estimated fair values. Share-based payments awarded to consultants are accounted for in
accordance with Emerging Issues Task Force (“EITF) Issue No. 96-18, “Accounting for Equity Instruments That
Are Issued to Other Than Employees for Acquiring, or in Connection with Selling, Goods or Services.”
SFAS 123(R) requires companies to estimate the fair value of share-based payment awards on the date of
grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is
recognized as expense over the requisite service periods in the Company’s consolidated statement of operations.
Stock-based compensation expense recognized is based on the value of the portion of share-based payment
awards that is ultimately expected to vest. The Company generally attributes the value of stock-based compensation
to expense using the straight-line method.
The Company estimates fair value of share-based awards using the Black-Scholes-Merton option-pricing
formula (“Black-Scholes model”). This model requires the Company to estimate expected volatility and expected
life, which are highly complex and subjective variables. The Company estimates expected term using the safeharbor
provisions of Staff Accounting Bulletins (“SAB”) No. 107, “Share-Based Payment.” The Company estimated
its expected volatility by taking the average volatility determined for a peer group of similar publicly-traded
companies.
Fair Value of Financial Instruments
The fair value of cash and accounts payable approximates their carrying value due to the short-term nature
of these financial instruments. The Company does not have material financial instruments with off-balance sheet
risk.
Recent Accounting Pronouncements
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities, an Amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 is intended to improve
transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and
hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS
161 applies to all derivative instruments within the scope of SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities (“SFAS 133”). It also applies to non-derivative hedging instruments and all hedged items
designated and qualifying as hedges under SFAS 133. The provisions of SFAS No. 161 are effective for fiscal years
and interim periods beginning after November 15, 2008, with early application encouraged. The adoption of this
statement is not expected to have a material effect on the Company's financial statements.
In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair
Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No.
115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair
value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the
amendment to SFAS No. 115 “ Accounting for Certain Investments in Debt and Equity Securities ” applies to all
entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s
first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year
that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157,
“ Fair Value Measurements ”. The adoption of this statement is not expected to have a material effect on the
Company's financial statements.
CENTRIFORCE TECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2008
8
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS
No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about
fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157
applies under other accounting pronouncements that require or permit fair value measurements and does not require
any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made
in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on
the Company's future reported financial position or results of operations.
Note 2. Common Stock
On June 18, 2008, the Company exchanged 100% of its common stock for approximately 98.3% of Ocean
as discussed in Note 1.
In July and August 2008, the Company sold 5,000,000 shares of common stock at $0.05 per share in a
private placement for gross proceeds of $250,000.
In August 2008, the Company issued 36,000 shares of common stock valued at $68,400 to two charitable
organizations and 155,000 shares of common stock valued at $294,500 to four vendors in exchange for services
rendered.
In October 2008, the Company issued 12,000 shares of common stock valued at $30,600 as a charitable
donation and 9,500 shares of common stock valued at $24,225 to a vendor in exchange for services rendered.
In December 2008, the Company issued 100,000 shares of common stock valued at $64,900 to two
directors of the Company as compensation for services rendered as a director.
1
Exhibit B
Financial Statements for the fiscal year ending December, 31, 2007 begin on the next page.
Management Services, Inc.
Financial Statements
December 31,2007
Unaudited
Management Services Inc.
Balance Sheet
December 31, 2007
(Unaudited)
Current Assets
Cash in Bank $0
Total Current Assets 0
Total Assets $0
Liabilities and Stockholder Equity
Stockholders Equity
Common Stock $ .001 Par value 50,000,000 authorized 3,091,939
issued and outstanding $21,721,709
Additional Paid in Capital 3,274,842
Retained Earnings (24,996,551)
Total Stockholder Equity 0
Total Liabilities and Stockholder Equity $0
Management Services, Inc.
Income Statement
For the Twelve Months Ended December 31,2007
(Unaudited)
Revenue
Sales and Other Revenues(Interest) $0
Total Revenues 0
Expenses
General and Administrative Expenses 0
Total Expenses 0
Net Income(Loss) $0
Loss per Share-Basic and Diluted 0.00000
Weighted Average Shares Outstanding 3,091,939
0
Management Services, Inc.
Statemtement of Cash Flows
For the Twelve Months Ended December 31,2007
Cash From Operating Activities
Net Income $0
Net Cash Flow Provided By Operating Activities $0
Cash Flows from Financing Activities
Cpaital Paid in Excess of Par 0
Net Cash Flow Provided By Financing Activities 0
Net Increase (Decrease) in Cash Cash at December 31,2007 0
Cash at End of Period-March 31,2008 $0
Management Services, Inc.
Statement of Changes in Stockholder Equity
For the Twelve Months Ended December 31,2007
Common Stock
Number of Retained
Shares Par Value Earnings
Balance December 31,2007 3,091,939 $21,721,709 ($24,996,551)
Net Income(Loss) 0
Balance March 31, 2008 3,091,939 $21,721,709 ($24,996,551)
Management Services, Inc.
Summary of Significant Accounting Policies
December 31,2007
Organization, Ownership and Business
Management Services, Inc.(MSGV, Foremerly Creative Gaming, Inc) was
formed inAugust 1988 to provide management and administrative services to its
wholly owned subsidiaries. Products offered include educational videos,
books, gaming related items and children's paper products, through mail order
retailers, brokers and distributors.
Accounts Receivable
Accounts receivable consist primarily of trade receivables, net of a valuation
allowance for doubtful accounts.
Inventories
Inventories are valued at the lower-of-cost or market on a first-in, first-out basis.
Investment Securities
The Company accounts for its investments in accordance with Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." Management determines the appropriate classification
of its investments in marketable securities at the time of purchase and reevaluates
such determination at each balance sheet date. Securities that are bought and held
principally for the purpose of selling them in the near term are classified as trading
securities. Debt securities for which the Company does not have the intent or ability
to hold to maturity and equity securities not classified as trading securities are
classified as available-for-sale. The cost of investments sold is determined on the
specific identification or the first-in, first-out method. Trading securities are reported
at fair value with unrealized gains and losses recognized in earnings, and availablefor-
sale securities are also reported at fair value, but unrealized gains and losses are
shown in the caption "unrealized gains (losses) on shares available for sale"
included in stockholders' equity. Management determines fair value of its
investments based on quoted market prices at each balance sheet date.
Property, Equipment and Depreciation
Property and equipment are recorded at cost less accumulated depreciation. Upon
retirement or sale, the cost of the assets disposed of and the related accumulated
depreciation are removed from the accounts, with any resultant gain or loss being
recognized as a component of other income or expense.
Impairment of Long-Lived Assets
Realization of long-lived assets, including goodwill, is periodically assessed by the
management of the Company. Accordingly, in the event that facts and
circumstances indicate that property and equipment, and intangible or other assets
may be impaired, an evaluation of recoverability would be performed. If an
evaluation is required, the estimated future undiscounted cash flows associated with
the asset are compared to the asset's carrying amount to determine if a write-down
to market value is necessary.
Revenue Recognition
The Company recognizes revenue at the time of shipment of product to its
customers or completion of services provided.
Income Taxes
The Company is a taxable entity and recognizes deferred tax assets and liabilities
for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted tax rates
expected to be in effect when the temporary differences reverse. The effect on the
deferred tax assets and liabilities of a change in tax rates is recognized in income in
the year that includes the enactment date of the rate change. A valuation allowance
is used to reduce deferred tax assets to the amount that is more likely than not to be
realized.
Management's Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses. Actual results could differ from these
estimates.
Stock-based Compensation
The Company has chosen to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", and related Interpretations and to elect
the disclosure option of SFAS No. 123, "Accounting for Stock-Based
Compensation". Accordingly, compensation cost for stock options issued to
employees is measured as the excess, if any, of the quoted market price of the
Company's stock at the date of the grant over the amount an employee must pay to
acquire the stock.
Fair Value of Financial Instruments
The Company estimates the fair value of its financial instruments using available
market information and appropriate valuation methodologies. However, considerable
judgment is required in interpreting market data to develop the estimates of fair
value. Accordingly, the Company estimates of fair value are not necessarily
indicative of the amounts that the Company could realize in a current market
exchange. The use of different market assumption and/or estimation methodologies
may have a material effect on the estimated fair value amounts. The interest rates
payable by the Company on its notes payable approximate market rates. The
Company believes that the fair value of its financial instruments comprising accounts
receivable, notes receivable, accounts payable, and notes payable approximate their
carrying amounts.
New Standards Implemented
In December 2007 FASB issued SFAS No. 141, Business Combinations
a replacement for SFAS 141, Business Combinaions. The Statement retains
the fundamental requirments od SFAS No. 141, but requires the recognition
of all assets acquired and liabilities assumed in a business combination at their
fair values as of the acquisition date. It also requires the recognition of assets
acquired and liabilities assume arising from contractual contingenciesat their
acquistion date fair values. Additionally, SFAS No. 141(R) supersedes FASB
interpretation 4, Applicability of FASB sstatement No. 2 to Business
Combinations Accounted for by the Purchase Method., which required research and
development assets acquired in a business combination to have no alternative future
use to be measured at their fair values and expensed at the acquistion date.
SFAS No. 141(R) now requires to adopt SFAS No. 141R) prospectively for
any aquistions on or after January 1, 2009 and are currently evaluating the
impact this new standard will have on future results of operations and financial
reporting.
In September 2006 FASB issued Statement No .157 Fair Value Measurements
which establishes a framework for measuring fair value in generally accepted
accounting Principles (GAAP) and expands disclosures about fair value
measurements. FAS 157 does not require any new fair value measurements,
but rather eliminates inconsistancies in guidance found in various prior
accounting pronouncements. FAS 157 is effective for fiscal years beginning
after November 15, 2007.
In February 2007, The Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 159("FAS 159). The Fair Value Option
for Financial Assets and Financial Liabilities, which permit entities to choose to
measure many financial instruments and certain other items at fair value which
are not currently required t be measured at fair value. FAS 159 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years. The company does not expect the adoption
of FAS 159 to have an effect on its financial statements.
Capital Stock
The Company is authorized to issue up to 50,000,000 shares of Preferred and
Common Stock, of which 50,000,000 shares of Common Stock is authorized and
and 3,091,939 shares were issued and outstanding on March 31, 2008.
Income Taxes
A reconciliation of income taxes at the federal statutory rate to amounts provided for
the twelve months ended December 31, 2007 are as follows:
Tax expense/(benefit) computed at statutory rate ($8,498,827)
for continuing operations
Tax (benefit) of operating loss carryforwards ($8,498,827)
Tax expense/(benefit) for continuing operations $
At December 31, 2007 the Company provided a 100% valuation allowance for the
deferred tax asset because given the volatility of the current economic climate, it
could not be determined whether it was more likely than not that the deferred tax
asset would be realized.
I, Ronald Pilanski, President of Management Services, Inc. , hereby certify
that the financial statements filed herewith and any notes thereto, fairly present, in all
fairly present in all material respects, the financial position and results of operations
for the periods presented, in conformity with accounting principles generally accepted
in the United States.