10-Q 1 drucker10qjun06.htm QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 2006 Filed by EDF Electronic Data Filing Inc. (604) 879.9956 - Drucker, Inc. - Form 10-QSB

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     UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10QSB

Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For quarterly period ended June 30, 2006

Commission File Number 0-29670

DRUCKER, INC.
(Exact name of registrant as specified in its charter)

Delaware N/A
(State of incorporation) (I.R.S. Employer Identification No.)

Suite 900 - 789 West Pender Street, Vancouver, B.C., Canada V6C 1H2
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (604) 689-4407

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  X     No    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes          No  X    

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

49,976,250 as of June 30, 2006

Transitional Small Business Disclosure Format (Check one):  Yes        No  X   


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DRUCKER, INC.

TABLE OF CONTENTS

  PAGE
PART I. FINANCIAL INFORMATION 3
Item 1. Financial Statements - Quarter Ended June 30, 2006 3
Item 2. Management's Discussion and Analysis or Plan of Operation 7
Item 3. Controls and Procedures 10
PART II. OTHER INFORMATION 11
Item 1. Legal Proceedings 11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits 12
Signatures 12


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ITEM 1. FINANCIAL STATEMENTS

These interim financial statements have been adjusted with all adjustments which, in the opinion of management, are necessary in order to make the financial statements not misleading.

DRUCKER, INC.
BALANCE SHEET
Stated in U.S. dollars

    June 30,      December 31,  
    2006     2005  
    (Unaudited)        
ASSETS            
Current Assets            
Cash and cash equivalents $ 12,109   $ 14,711  
Due from related parties   -     134,685  
TOTAL CURRENT ASSETS   12,109     149,396  
Investment - at equity – note 4   2,788,950     2,788,950  
Fixed Assets, Net   863     5,078  
TOTAL ASSETS $ 2,801,922   $ 2,943,424  
 
LIABILITIES AND STOCKHOLDERS' EQUITY            
Current Liabilities            
Accounts payable and other accrued liabilities $ 22,595   $ 22,595  
Due to related parties   33,998     -  
    56,593     22,595  
Commitments and Contingencies   -     -  
    56,593     22,595  
Stockholders' Equity            
Common Stock: $0.001 Par Value            
         Authorized: 50,000,000            
         Issued and Outstanding: 49,976,250   49,615     49,615  
Additional Paid In Capital   9,615,254     9,615,254  
Accumulated Other Comprehensive Income   -     -  
Accumulated Deficit   (6,919,540 )   (6,744,040 )
Total Stockholders' Equity   2,745,329     2,920,829  
Total Liabilities and Stockholders' Equity $ 2,801,922   $ 2,943,424  

See condensed notes to financial statements.


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DRUCKER, INC.
STATEMENTS OF OPERATIONS
For the three and six months ended June 30, 2006 and 2005 and
from February 2, 2002 (date of entering the development stage)
to June 30, 2006
(Unaudited)

                            February 2,  
    THREE MONTHS ENDED     SIX MONTHS ENDED     2002 to  
    June 30,     June 30,     June 30,     June 30,     June 30,  
Stated in U.S. Dollars   2006     2005     2006     2005     2006  
 
Expenses:                              
Consulting $ 2,208   $ 12,840   $ 2,208   $ 27,684   $ 628,055  
Depreciation   250     318     500     636     6,160  
Foreign exchange (gain) loss   18,397     2,578     18,338     29,939     62,470  
Professional fees   109,780     10,029     148,062     63,594     1,274,326  
Other operating expenses   (436 )   9,845     6,392     31,927     272,087  
Total expenses   130,199     35,610     175,500     153,780     2,243,098  
Loss from operations   (130,199 )   (35,610 )   (175,500 )   (153,780 )   (2,243,098 )
 
Other income (expense):                              
Gain on disposal of securities   -     -     -     106,336     3,819,762  
Write off of acquisition advances   -     (58,037 )   -     (186,913 )   (1,851,100 )
Equity income   -     -     -     -     -  
Interest income   -     13,723     -     18,448     37,364  
 
Net loss from continuing operations for the period   (130,199 )   (79,924 )   (175,500 )   (215,909 )   (237,072 )
 
Loss from discontinued operations   -     -     -     -     (576,794 )
Net income (loss) for the period $ (130,199 ) $ (79,924 ) $ (175,500 ) $ (215,909 ) $ (813,865 )
 
Basic and diluted loss per share $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 )      
 
Weighted average shares outstanding - basic and diluted   49,976,250     49,976,250     49,976,250     46,418,558        

See condensed notes to financial statements.


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DRUCKER, INC.
STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2006 and 2005 and
from February 2, 2002 (date of entering the development stage)
to June 30, 2006
(Unaudited)

    June 30     June 30     February 2,
2002 to
June 30,
 
Stated in U.S. dollars   2006     2005     2006  
Cash flows from operating activities                  
         Net loss $ (175,500 ) $ (215,909 ) $ (237,072 )
Adjustments to reconcile net loss to net cash used in operating activities:                  
                   Depreciation   500     636     7,039  
                   Equity income   -     -     -  
                   Translation adjustment   -     -     -  
                   Gain on disposal of securities   -     (106,336 )   (3,819,762 )
         Changes in assets and liabilities:                  
                   Prepaid expenses and other current assets -     -     1,008  
                   Prepaid expenses - related party   -     -     18,265  
                   Due from related parties   168,683     (18,294 )   157,763  
                   Accounts payable and accrued liabilities -     (846 )   1,491  
Net cash flows used in operating activities (6,317 )   (340,749 )   (3,871,268 )
Net cash flows used in discontinued operations -     -     (477,578 )
 
Cash flows from investing activities                  
         Proceeds from disposal of securities   -     110,935     4,132,627  
         (Additions) disposals to capital assets   3,715     -     (12,978 )
         Advances from discontinued operations   -     -     241,306  
Net cash flows provided by (used in) investing activities   3,715     110,935     4,360,955  
Net decrease in cash and cash equivalents   (2,602 )   (229,814 )   12,109  
 
Cash and cash equivalents - beginning of period 14,711     271,669     -  
Cash and cash equivalents - end of period $ 12,109   $ 41,855   $ 12,109  
Supplemental Information:                  
 
Cash paid for:                  
Interest $ -   $ -   $ -  
Income taxes   -     -     -  

See condensed notes to financial statements.


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DRUCKER, INC.
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
June 30, 2006
(Stated in U.S. dollars)
(Unaudited)

Note 1 - Interim Reporting

While the information presented in the accompanying interim three and six months financial statements is unaudited, it includes all adjustment which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. These interim financial statements follow the same accounting policies and methods of their application as the Company's December 31, 2005 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company's December 31, 2005 annual financial statements on Form 10-KSB, as amended.

Note 2 - Common Stock

(a) Share Purchase Warrants
5,542,065 share purchase warrants entitling the holder to purchase one additional unit of the Company at $0.40 per unit expired unexercised March, 2005.

(b) Share Purchase Options
2,950,000 share purchase options entitling the holder to purchase one common share of the Company at $0.40 per share expired unexercised March 31, 2006.

(c) Earnings per share
Basic earnings or loss per share are based on the weighted average number of common shares outstanding. Diluted earnings or loss per share is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic earnings or loss per share is computed by dividing income or loss (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. All earnings or loss per share amounts in the financial statements are basic earnings or loss per share, as defined by SFAS No. 128, “Earnings Per Share.” Diluted earnings or loss per share do not differ from basic earnings or loss per share for all periods presented. Convertible securities that could potentially dilute basic earnings or loss per share in the future such as options and warrants are not included in the computation of diluted earnings or loss per share because to do so would be anti-dilutive. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value.

Note 3 - Marketable Securities

The method used to determine the cost of the securities sold is average cost.

Reconciliation of unrealized gains included in other comprehensive income for the six months ended June 30:

    2006   2005  
 
Beginning balance $ - $ 108,444  
Unrealized holding gains (loss) during the period   -   (19,122 )
Reclassification - gains included in earnings   -   (89,322 )
Ending balance $ - $ -  


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Note 4 – Terminated Transaction

By an agreement dated June 15, 2003 the Company agreed to acquire 100% of the issued shares of BK for the issuance of 17,500,000 shares of common stock in escrow, and a further 75,520,800 common shares after audited financial statements of BK have been delivered. The Company agreed to pay legal fees in common shares equal to 7% of the total shares issued under the agreement. BK, a business corporation incorporated under the laws of the Peoples Republic of China, is a provider of complete system solutions for industrial automation and control.

During the year ended December 31, 2004 the Company issued the 17,500,000 common shares with a fair value of $2,788,950 pursuant to this agreement. However, as BK failed to deliver audited financial statements to the Company, the Company’s shareholders did not approve the agreement and announced it had decided not to proceed with the acquisition of BK resulting in these shares being cancelled subsequent to June 30, 2006 but during the year ended December 31, 2006 (see note 6).

The net investment represents the following at June 30, 2006:
- Original cost of 25% of the outstanding share capital of BK          $2,788,950

Note 5 – Acquisition Advances

Former directors of the Company, associates of former directors of the Company and companies related to former directors of the Company received funds from the Company for the advancement of the acquisition of BK, as described in Note 4 above. The BK acquisition did not close and the acquisition agreement was terminated subsequent to June 30, 2006 (See Notes 4 and 6). The Company demanded funds advanced be returned and subsequently initiated legal action to recover the funds. During the year ended December 31, 2004 the Company fully provided against these advances due to the uncertainty of their collection. Subsequent to June 30, 2006 the Company recovered certain of these advances (see note 6).

Note 6 – Subsequent Events

Subsequent to June 30, 2006 a termination agreement was entered into with the vendors of BK to put all parties back in the position they were in before the BK acquisition agreement was executed including returning any BK interest acquired and canceling all of the 17,500,000 common shares of the Company that was issued as part of the acquisition agreement.

Subsequent to June 30, 2006 the Company reached a settlement agreement with a former director and companies related to him and received the recovery of acquisition advances totaling CAD$200,000.

Subsequent to June 30, 2006 action has been settled with one of the former directors of the Company. The settlement called for the former director to pay the Company USD $64,480, CAD $129,462, and the transfer of 9,639,000 shares of common stock of Great China Mining Inc. (‘GCM’) to the Company. Subsequent to June 30, 2006 the Company received cash of USD $185,286 (CAD $198,562) in recovery of the advance and 9,639,000 shares of common stock of GCM were received during the year ended December 31, 2006 in full settlement of the funds advanced to the directors.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Drucker, Inc. (or the ‘Company’) has presented its quarterly financial statements which should be read in conjunction with its financial statements and related notes in its 10KSB annual report for December 31, 2005.


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On June 15, 2003 the Company entered into an Acquisition Agreement to acquire 100% of the issued and outstanding shares of Beijing Beike-Masic Automation Engineering Company Limited ("BK"), a Chinese company specializing in industrial automation, in exchange for 93,020,800 shares of common stock of the Company, calculated on a pre-consolidation basis. The Agreement provided for a one for three reverse split of all the outstanding shares of Drucker to be approved by shareholders before the issuance of the shares would be completed. Pursuant to the Agreement, the Company issued 17,500,000 common shares pre-consolidation.

Shareholders' did not approve the required reverse split and the agreement did not complete. Subsequently the Company cancelled the 17,500,000 common shares previously issued.

During the period of the agreement directors of the Company expended $2,023,986 pursuant to negotiations thereto. The negotiations were unsuccessful and upon review of the expenditures by current management it became evident that proper corporate governance and financial controls had not been followed by prior management with respect to the expenditures; therefore the Company demanded the $2,023,986 be returned to the Company. The debt was recovered during 2007.

RESULTS OF OPERATIONS

THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2006 COMPARED WITH JUNE 30, 2005

The Company had no operations during the three and six month period ended June 30, 2006. (2005: sold 14,700 shares for a gain of $106,336)

Expenses for the three and six months ended June 30, 2006 primarily represented accounting and audit fees incurred in connection with adhering to the Company's SEC reporting requirements, and consulting, legal and professional fees incurred in connection with the BK acquisition. In the same period in 2005, the Company's expenses represented accounting, audit and legal and consulting fees incurred in connection with the failed acquisition of BK referred to elsewhere in this form 10QSB. No future commitments exist for the consulting and legal fees, however the Company may need to incur additional fees of this type in its ongoing efforts to collect its debts and reorganize its business.

The Company believes it has sufficient cash and other resources to satisfy its cash requirements for the next twelve months based on the Company's current business situation. This could change, however, if any other business venture were to be embarked upon, which could require the use of the Company's available cash at a much faster rate.

LIQUIDITY

The Company may use all of its liquidity in the attempt to acquire or develop a business. The Company is unable to carry out any plan of business without adequate funding. The Company cannot predict to what extent its current liquidity and capital resources will impair the consummation of a business combination or whether it will incur further operating losses through any business entity, which the Company may eventually acquire. There is no assurance that the Company can continue as a going concern without more and substantial funding in any business, for which funding there is no committed source. The Company's primary capital resource at June 30, 2006 is cash in the bank of $12,109.

The Company's own issued shares of common stock may be illiquid because it is restricted in an unproven company with a short history of income generation.


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Because the Company does not currently derive income from any business activity, the Company is dependent on its cash reserves for its short term needs. The Company had current assets of $12,109 at June 30, 2006 ($41,855 at June 30, 2005) and had current liabilities of $22,594 at June 30, 2006 (unchanged from $22,594 at June 30, 2005). These amounts are estimated to be sufficient for continued operations for at least the next twelve months. This could change, however, if any other business venture were to be embarked upon, and the available cash could be depleted much more rapidly. The Company has no long-term debt.

The Company also has an amount due to a related party of $33,999. The advances from the related party have allowed the Company to finance daily operations (due from a related party of $134,684 at June 30, 2005). The Company continues to negotiate the terms of repayment by installments.

The Company has no plans for significant research and development or capital expenditures during the next twelve months, nor does it expect to hire any employees.

MARKET RISK

Except for holding from time to time marketable securities held for sale, the Company does not hold any derivatives or other investments that are subject to market risk. The carrying values of any financial instruments approximate fair value as of those dates because of the relatively short-term maturity of these instruments, which eliminates any potential market risk associated with such instruments.

NEED FOR ADDITIONAL FINANCING

No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover expenses as they may be incurred.

In the event the Company's cash and other assets prove to be inadequate to meet the Company's operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash.

CAUTIONARY AND FORWARD LOOKING STATEMENTS

In addition to statements of historical fact, this Form 10-QSB contains forward-looking statements. The presentation of future aspects of Drucker, Inc. ("Drucker," the "Company" or "issuer") found in these statements is subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," or "could" or the negative variations thereof or comparable terminology are intended to identify forward-looking statements.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause Drucker's actual results to be materially different from any future results expressed or implied by Drucker in those statements. Important facts that could prevent Drucker from achieving any stated goals include, but are not limited to, the following:

(a)      volatility or decline of the Company's stock price;
(b)      potential fluctuation in quarterly results;
(c)      failure of the Company to earn revenues or profits;


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(d)      inadequate capital to continue or expand its business, inability to raise additional capital or financing to implement its business plans;
(e)      failure to obtain products or to commercialize technology or to make sales;
(f)      rapid and significant changes in markets;
(g)      litigation with or legal claims and allegations by outside parties;
(h)      insufficient revenues to cover operating costs.

There is no assurance that the Company will be profitable, the Company may not be able to successfully develop, manage or market its products and services should it enter business, the Company may not be able to attract or retain qualified executives and technology personnel, the Company's products and services may become obsolete, government regulation may hinder the Company's business, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of warrants and stock options, and other risks inherent in the Company's businesses.

The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB filed by the Company in 2005 and any Current Reports on Form 8-K filed by the Company.

FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION

Management believes the summary data presented herein is a fair presentation of the Company's results of operations for the periods presented.

Due to the Company's change in primary business focus and new business opportunities these results may not necessarily be indicative of results to be expected for any future period. As such, future results of the Company may, in the future, differ significantly from previous periods.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

The Company's president, as chief executive officer, and the Company's chief financial officer are responsible for establishing and maintaining disclosure controls and procedures for the Company.

Based on their evaluation as of December 15, 2007 the chief executive officer and chief financial officer have concluded that the Company's disclosure controls and procedures (as defined in Rule 13a-14(c) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) are effective to ensure that information required to be disclosed by the Company in reports that the Company files or submits under the Securities Exchange Act as amended is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, with the exception that the Company was not prepared to file its form 10KSB for the years ended December 31, 2004 (subsequently filed), 2005 (subsequently filed), 2006 and 2007 in a timely manner and has become delinquent in its reporting responsibilities. The Company has taken measures to reorganize its affairs and is in the process of bringing its required filings to a current status.

(b) Changes in Internal Controls


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Subsequent to December 31, 2004 and to January 13, 2006, the then board of directors failed to maintain the Company’s internal controls. Based on their subsequent evaluation as of December 15, 2007 the current chief executive officer and chief financial officer have concluded that there were no significant changes in the Company's internal controls over financial reporting or in any other areas that could significantly affect the Company's internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses, with the exception of a lack of control over the then board of directors in their disbursement of funds from the Company. Due to the lack of economic size of its business, the Company relies upon its board of directors for active management and maintenance of its internal controls over operations and reporting. On January 13, 2006, the Company accepted all except one of the resignations of its then directors and appointed two new directors to manage the Company and to bring its required public filings to a current status. The Company subsequently determined to put in place proper corporate governance wherein as a minimum, monthly documented board meetings are to be held and are to include a review of finances, there are to be outside directors on the board with an audit committee composed of at least one outside director and the Company will separate the board from day to day operations wherever practical.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Subsequent to June 30, 2006 a termination agreement was entered into with the vendors of BK to put all parties back in the position they were in before the acquisition agreement was executed including returning any BK interest acquired and canceling all of the 17,500,000 common shares of the Company that was issued as part of the acquisition agreement.

Subsequent to June 30, 2006 the Company reached a settlement agreement with a former director and companies related to him and received the recovery of acquisition advances totaling CAD$200,000.

Subsequent to June 30, 2006 action has been settled with one of the former directors. The settlement called for the former director to pay the Company USD $64,480, CAD $129,462, and to transfer of 9,639,000 shares of common stock of Great China Mining Inc. (‘GCM’) to the Company. Subsequent to June 30, 2006 the Company received cash of USD $185,286 (CAD $198,562) in recovery of the advance. 9,639,000 shares of common stock of GCM were received during the year ended December 31, 2006 in full settlement of the funds advanced to the directors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

Reports on Form 8-K filed during the three months ended June 30, 2006 (incorporated by reference):

None


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ITEM 6. EXHIBITS

The following are filed as Exhibits to this Quarterly Report. The numbers refer to the Exhibit Table of Item 601 of Regulation S-K:

Exhibits 31 and 32 (Sarbanes-Oxley Certifications)

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  DRUCKER, INC.
  Registrant
 
 
Date:  October 22, 2008 /s/ Robert Smiley
  Robert Smiley, President


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CERTIFICATIONS OF CEO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.1

I, Robert Smiley, certify that

1. I have reviewed this quarterly report on Form 10-QSB of Drucker, Inc.;

2. Based on my knowledge, this report 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

October 22, 2008

/s/ Robert Smiley
Robert Smiley, Chief Executive Officer


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CERTIFICATIONS OF CFO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.2

I, Aloysius (Ken) Kow, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Drucker, Inc.;

2. Based on my knowledge, this report 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

October 22, 2008

/s/Aloysius (Ken) Kow
Aloysius (Ken) Kow, Chief Financial Officer


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CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
Exhibit 32.1

In connection with the quarterly report of Drucker, Inc., a Delaware corporation, (the “Company”), on Form 10-QSB for the quarter ended June 30, 2006, as filed with the Securities and Exchange Commission (the “Report”), Robert Smiley, Chief Executive Officer of the Company do hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

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

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

By:          /s/Robert Smiley
Name:     Robert Smiley

Title:       Chief Executive Officer

Date:       October 22, 2008

[A signed original of this written statement required by Section 906 has been provided to Drucker, Inc. and will be retained by Drucker, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.]


16

CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
Exhibit 32.2

In connection with the quarterly report of Drucker, Inc., a Delaware corporation (the “Company”), on Form 10-QSB for the quarter ended June 30, 2006, as filed with the Securities and Exchange Commission (the “Report”), Aloysius (Ken) Kow, Chief Financial Officer of the Company do hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

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

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

By:           /s/Aloysius (Ken) Kow

Name:      Aloysius (Ken) Kow

Title:        Chief Financial Officer

Date:        October 22, 2008

[A signed original of this written statement required by Section 906 has been provided to Drucker, Inc. and will be retained by Drucker, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.]