10-Q 1 v167153_10q.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number:   000-52074t
 
4C Controls Inc.
(Exact Name of Registrant as Specified in its Charter)

Nevada
 
98-0446287
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)

100 Wall Street, 21st Floor
New York, NY  10005
(Address of principal executive offices)

866-515-7069
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)

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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨  No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  
¨
Accelerated Filer                       
¨
Non-Accelerated Filer  
¨
Smaller Reporting Company
x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨  No x

As of November 20, 2009, the Issuer had 44,179,540 shares of its Common Stock outstanding. 
 
 

 
TABLE OF CONTENTS
 
PART I: FINANCIAL INFORMATION
 
   
Item 1: Financial Statements
  4
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
15
Item 3: Quantitative and Qualitative Disclosures about Market Risk
18
Item 4: Controls and Procedures
18
   
PART II: OTHER INFORMATION
 
   
Item 1: Legal Proceedings
19
Item 1A: Risk Factors
19
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
19
Item 3: Defaults Upon Senior Securities
19
Item 4: Submission of Matters to a Vote of Security Holders
19
Item 5: Other Information
19
Item 6: Exhibits
20
   
SIGNATURES
21

2

 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This Report on Form 10-Q (this “Report”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information and, in particular, appear in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Report. When used in this Report, the words “estimates,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should” and variations of these words or similar expressions (or the negative versions of any these words) are intended to identify forward-looking statements. However, as we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  All forward-looking statements, including, without limitation, management’s examination of historical operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the results referred to in the forward-looking statements contained in this Report. Important factors outside the scope of our control could cause our actual results to differ materially from the results referred to in the forward-looking statements we make in this Report. Without limiting the foregoing, if we are unable to acquire approvals or consents from third parties or governmental authorities with respect to our new business model, our plans to commence our new business may become irrevocably impaired.

All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report. Except to the extent required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.

Unless otherwise provided in this Report, references to the “Company,” the “Registrant,” the “Issuer,” “we,” “us,” and “our” refer to 4C Controls Inc. 

3

 
 
4C Controls Inc.
           
(A Development Stage Company)
           
Consolidated Balance Sheets
           
             
             
             
   
September 30
   
December 31
 
   
2009
   
2008
 
   
(Unaudited)
       
ASSETS
           
             
Current Assets
           
Cash
  $ 535     $ 104,708  
Prepaid expenses and other current assets
    38,527       43,097  
      Total Current Assets
    39,062       147,805  
                 
Property & Equipment
    4,191,120       14,343  
                 
Investment in and Advances to 4C Security Solutions, Ltd.
    3,393,822       3,806,601  
                 
        Total Assets
  $ 7,624,004     $ 3,968,749  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
               
                 
Current Liabilities
               
Accrued liabilities
  $ 5,177,591     $ 1,579,845  
Loan payable - officer
    29,964       -  
Interest payable - related party
    143,855       23,305  
Loan payable - related party
    2,584,564       1,539,175  
                 
Total Current Liabilities and Total Liabilities
    7,935,974       3,142,325  
                 
                 
Stockholders' Equity (Deficiency):
               
Common Stock, par value $.00001 per share
               
   100,000,000 shares authorized,
               
   44,179,540 shares issued and outstanding at September 30, 2009
               
   and December 31, 2008
    451       441  
Additional paid in capital
    15,367,851       13,428,602  
Donated Capital
    24,000       24,000  
Treasury Stock, 470,450 shares at cost
    (940,895 )     (940,895 )
Deficit accumulated during development stage
    (11,374,064 )     (5,867,715 )
Deferred Compensation
    (5,358,329 )     (5,818,009 )
                 
Total 4c Controls Stockholders' Equity (Deficiency)
    (2,280,986 )     826,424  
                 
Non Controlling Interest in Subsidiaries
    1,969,016       -  
                 
Total Equity
    (311,970 )     826,424  
                 
Total Liabilities and Stockholders' Equity (Deficiency)
  $ 7,624,004     $ 3,968,749  
 
 
See Notes to Financial Statements
 
4

 
4C Controls Inc.
(A Development Stage Company)
(Unaudited) Consolidated Statements of Operations
 
                         
                               
                           
Accumulated from
 
   
For the Three Months Ended
   
For the Nine Months Ended
   
December 28, 2004
 
   
September 30
   
September 30
   
(Date of Inception)
 
   
2009
   
2008
   
2009
   
2008
   
to September 30, 2009
 
                               
                               
Revenue
                             
Interest Income
  $ -       3,210     $ -       3,210     $ 3,219  
                                         
Expenses
                                       
Director fees and expenses
    2,000       296,815       120,439       314,882       441,322  
Donated Services
            -               -       24,000  
General & Administrative
    1,011,126       1,226,595       3,532,859       1,377,613       6,014,655  
Interest - related party
    43,245       26,101       120,550       30,664       173,171  
Marketing and public relations
    5,234       451,599       221,318       545,425       736,748  
Professional fees
    291,935       925,834       1,110,589       1,339,816       3,550,619  
Loss from unconsolidated entity
    30,822       13,692       412,779       13,692       448,952  
                                         
Total expenses
    1,384,362       2,940,636       5,518,534       3,622,092       11,389,467  
                                         
Net Loss
  $ (1,384,362 )   $ (2,937,426 )   $ (5,518,534 )   $ (3,618,882 )   $ (11,386,248 )
                                         
Net Loss attributable to noncontrolling interest
  $ 441     $ (0 )   $ 12,184     $ (0 )   $ 12,184  
                                         
Net Loss attributable to 4C Controls
  $ (1,383,921 )   $ (2,937,426 )   $ (5,506,350 )   $ (3,618,882 )   $ (11,374,064 )
                                         
Net Loss Per Share
    (0 )     (0 )     (0 )     (0 )        
                                         
Weighted Average Shares Outstanding
    45,179,540       42,805,360       44,978,075       42,367,978          
 
 
 
See Notes to Financial Statements
 
5

 
4C Controls Inc.
(A Development Stage Company)
(Unaudited) Consolidated Statement of Stockholders' Equity
For the Period from December 28, 2004 (Date of Inception) to September 30, 2009
 
                                           
Deficit
Accumulated
During the
         
     
Common Stock 
     
Additional 
   
Treasury Stock
     
Donated
     
Deferred
     
Development
         
     
Shares
     
Par
     
Paid-in Capital
   
Shares
     
Value
     
Capital
     
Compensation
     
Stage
     
Total
 
             
Value
                                                       
                                                                       
Common stock issued for cash at
                                                                     
$0.00001 per share
    35,000,000     $ 350     $ (300 )         $ -     $ -     $ -     $ -     $ 50  
Net loss for the period
    -       -       -                     -               (6,520 )     (6,520 )
Balance - December 31, 2004
    35,000,000     $ 350     $ (300 )         $ -     $ -     $ -     $ (6,520 )   $ (6,470 )
Common stock issued for cash at
                                                                     
$0.10 per share
    7,053,550       70       100,695                                             100,765  
Shares issuance costs
                    (1,548 )                                           (1,548 )
Donated services
                                          12,000                       12,000  
Net loss for the year
                                                          (48,442 )     (48,442 )
Balance - December 31, 2005
    42,053,550     $ 420     $ 98,847           $ -     $ 12,000     $ -     $ (54,962 )   $ 56,305  
Donated services
                                          12,000                       12,000  
Net loss for the year
                                                          (42,707 )     (42,707 )
Balance - December 31, 2006
    42,053,550     $ 420     $ 98,847           $ -     $ 24,000     $ -     $ (97,669 )   $ 25,598  
Net loss for the year
                                                          (93,677 )     (93,677 )
Balance - December 31, 2007
    42,053,550     $ 420     $ 98,847           $ -     $ 24,000     $ -     $ (191,346 )   $ (68,079 )
Issuance of Common Stock
    1,596,440       16       4,806,810                                             4,806,826  
Non cash compensation
                    100,791                                             100,791  
Shareholder profits from sale of securities
              1,522,164                                             1,522,164  
Stock grant
    1,000,000       10       6,899,990                             (6,900,000 )             -  
Amortization of deferred compensation
                                            1,081,991               1,081,991  
Treasury stock acquired
    (470,450 )     (5 )             470,450       (940,895 )                             (940,900 )
Net loss for the year
                                                            (5,676,369 )     (5,676,369 )
Balance - December 31, 2008
    44,179,540     $ 441     $ 13,428,602     $ 470,450     $ (940,895 )   $ 24,000     $ (5,818,009 )   $ (5,867,715 )   $ 826,424  
Stock grant
    1,000,000       10       1,799,990                               (1,800,000 )                
Amortization of deferred compensation
                                              84,677               84,677  
Non cash compensation
                    59,596                                               59,596  
Amortization of deferred compensation
                                              575,001               575,001  
Non Controlling Interest in Subsidiaries
                                                              1,981,200  
Net loss for the period
                                                            (1,944,804 )     (1,944,804 )
Balance - March 31, 2009
    45,179,540       451       15,288,188       470,450       (940,895 )     24,000       (6,958,331 )     (7,812,519 )     1,582,094  
Non cash compensation
                    55,581                                               55,581  
Amortization of deferred compensation
                                              800,001               800,001  
Non Controlling Interest in Subsidiaries
                                                              (441 )
Net loss for the period
                                                            (2,177,624 )     (2,177,624 )
Balance - June 30, 2009
    45,179,540       451       15,343,769       470,450       (940,895 )     24,000       (6,158,330 )     (9,990,143 )     259,611  
Non cash compensation
                    24,082                                               24,082  
Amortization of deferred compensation
                                              800,001               800,001  
Non Controlling Interest in Subsidiaries
                                                              (11,743 )
Net loss for the period
                                                            (1,383,921 )     (1,383,921 )
Balance - September 30, 2009
    45,179,540       451       15,367,851       470,450       (940,895 )     24,000       (5,358,329 )     (11,374,064 )     (311,970 )
 
 
See Notes to Financial Statements
 
6

 
4C Controls Inc.
                 
(A Development Stage Company)
                 
(Unaudited) Consolidated Statement of Cash Flows
                 
                   
               
Accumulated from
 
   
For the Nine Months Ended
   
December 28, 2004
 
   
September 30
   
(Date of Inception)
 
   
2009
   
2008
   
to September 30, 2009
 
                   
Operating Activities
                 
Net loss
  $ (5,506,350 )   $ (3,618,882 )   $ (11,374,064 )
Adjustments to reconcile net loss to net cash
                       
used in operating activities:
            506,990          
 Amortization of deferred compensation
    2,259,680       -       (5,358,329 )
 Interest payable
    120,550       10,546       143,855  
 Depreciation
    -       229          
 Issuance of stock options
    139,259       40,285       240,050  
 Donated Services
            -       24,000  
 Impairment
            -       5,000  
Loss from unconsolidated entity
    412,779       13,692       (12,184 )
Non controlling interest in subsidiary losses
    (12,184 )                
Change in operating assets and liabilities
    -       -       -  
 Accrued expenses
    3,597,745       1,105,949       5,177,590  
 Prepaid expenses and other current assets
    4,572       (54,076 )     (300,015 )
                         
Net Cash Used in Operating Activities
    (1,016,051 )     (1,995,267 )     (11,454,097 )
                         
Investing Activities
                       
Investments in 4C Security Solutions, Ltd.
    -       (3,690,808 )     (3,241,856 )
Advances to 4C Security Solutions, Ltd.
    -       -       (151,966 )
Acquisition of Property and Equipment
    (4,176,777 )     (15,300 )     (3,929,631 )
Website development costs
            -       (5,000 )
Net Cash Used in Investing Activities
    (4,176,777 )     (3,706,108 )     (7,328,453 )
                         
Financing Activities
                       
 Proceeds of Loan from related party
    1,045,389       1,398,535       2,584,564  
Loan from Officer
    29,964               29,964  
 Net proceeds from issuance of common shares
    -       4,806,821       14,187,357  
Proceeds from non-controlling shareholder
    1,981,200       -       1,981,200  
                         
Net Cash Provided by (used in) Financing Activities
    3,056,553       6,205,356       18,783,085  
                         
Increase (Decrease) in Cash
    (104,173 )     503,981       535  
Cash- Beginning of Period
    104,708       6,313       -  
                         
Cash - End of Period
  $ 535     $ 510,294     $ 535  
                         
                         
                         
See Notes to Financial Statements
                       
                         
                         
Supplemental disclosure of cash flow information
                       
  Common Stock issued for deferred compensation
    1,800,000       -       6,900,000  
  Profits from shareholder sales of stock capitalized to loan receivable
    -       -       1,522,164  
  Treasury stock acquired through offset of loan to related party
    -       -       940,895  
 
7

 
NOTES TO FINANCIAL STATEMENTS
 
September 30, 2009
 
(Unaudited)
 
NOTE 1 - BASIS OF PRESENTATION
 
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X relating to smaller reporting companies.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”) for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the nine and three months period ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ended December 31, 2009.
 
The balance sheet at December 31, 2008 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.
 
For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2008.
 
NOTE 2 – ORGANIZATION AND BUSINESS DESCRIPTION
 
4C Controls Inc. (the “Company”) was incorporated in the State of Nevada on December 28, 2004 and is a development stage company as defined by Statement of Financial Accounting Standard No. 7, “Development Stage Companies”.  On January 10, 2008, a change of control of the Company occurred and Rudana Investment Group AG (“Rudana”) a corporation formed under the laws of Switzerland, became the new majority shareholder of the Company, controlling approximately 66% of the issued and outstanding shares of the Company’s common stock.  On February 12, 2008, the Company changed its name from Amecs Inc. to 4C Controls Inc.  The Company’s business plan focuses on offering cutting edge earth observation solutions, including Synthetic Aperture Radar (SAR) and high resolution optical satellite images, and integrated high technology security, surveillance and access control solutions.  During the quarter-ended March 31, 2009, the Company has been refining its business plan, recruiting its management team, and establishing strategic alliances.
 
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Use of Estimates
 
The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 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.
  
Cash and cash equivalents
 
The Company considers all highly liquid debt investments with original maturities of three months or less when purchased to be cash equivalents.  The carrying amounts approximate fair market value because of the short maturity.
 
8

 
The Company maintains cash balances at various financial institutions.  Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000.  The Company's accounts at these institutions may, at times, exceed the Federally insured limits.  The Company has not experienced any losses in such accounts.
 
Property and Equipment
 
Property and equipment consisting of office furniture and equipment, is stated at cost and are depreciated over their estimated useful life (seven years), using the straight line method. Maintenance and repairs are expensed as incurred.
 
Income taxes
 
The Company accounts for income taxes in accordance with authoritative guidance issued by the Fianacial Accounting Standards Board, which requires that deferred tax assets and liabilities be recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  In addition, the recognition of future tax benefits, such as carry forwards, to the extent that realization of such benefits is more likely than not and that a valuation allowance be provided when it is more likely than not that some portion of the deferred tax asset will not be realized.
 
Long-lived assets
 
In accordance with the authoritative guidance issued by the Fianacial Accounting Standards Board, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment.  The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset.  Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.
 
Financial instruments
 
The fair values of cash, prepaid expense, accrued liabilities and amounts due to a related party was estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments.
 
Basic and diluted net income (loss) per share
 
The Company computes net income (loss) per share in accordance with authoritative guidance issued by the Fianacial Accounting Standards Board, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement.  Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.  Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method.  In computed Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
 
9

 
Stock based compensation
 
Common stock, stock options and warrants issued to other than employees or directors in exchange for services are recorded on the basis of their fair value, which is measured as of the date required by authoritative guidance. The non-employee stock options or warrants are measured at their fair value by using the Black-Scholes option pricing model as of the earlier of the date at which a commitment for performance to earn the equity instruments is reached (“performance commitment date”) or the date at which performance is complete (“performance completion date”).  The stock-based compensation expenses are recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period.  Accounting for non-employee stock options or warrants which involve only performance conditions when no performance commitment date or performance completion date has occurred as of reporting date requires measurement at the equity instruments then-current fair value.  Any subsequent changes in the market value of the underlying common stock are reflected in the expense recorded in the subsequent period in which that change occurs.
 
Recent accounting pronouncements

In December 2007, FASB issued guidance related to Business Combinations under ASC 805, Business Combinations, and guidance related to the accounting and reporting of noncontrolling interest under ASC 810-10-65-1, Consolidation. This guidance significantly changes the accounting for and reporting of business combination transactions and noncontrolling (minority) interests in consolidated financial statements. This guidance became effective January 1, 2009.

In March 2008, the FASB issued guidance related to the disclosures about derivative instruments and hedging activities under FASB ASC 815-10-50, Derivatives and Hedging. This guidance requires companies to provide enhanced disclosures about (a) how and why they use derivative instruments, (b) how derivative instruments and related hedged items are accounted for under applicable guidance, and (c) how derivative instruments and related hedged items affect a company's financial position, financial performance, and cash flows. These disclosure requirements are effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Our adoption of ASC 815-10-50 on January 1, 2009 did not have a material impact on our consolidated condensed financial statements.

In June 2008, the FASB issued guidance to evaluate whether an instrument (or embedded feature) is indexed to an entity’s own stock under ASC 815-40-15, Derivatives and Hedging. The guidance requires entities to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock in order to determine if the instrument should be accounted for as a derivative under the scope of ASC 815-10-15. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. We adopted ASC 815-40-15 beginning January 1, 2009.  We applied this guidance to the conversion feature in our Series M Convertible Preferred Stock (“Series M Preferred”).

In November 2008, the FASB issued guidance related to accounting considerations for equity method investments under ASC 323-10-35, Investments – Equity Method and Joint Ventures. This guidance states that an equity method investor shall account for a share issuance by an investee as if the investor had sold a proportionate share of its investment. Any gain or loss to the investor resulting from an investee's share issuance should be recognized in earnings. Previous to this, changes in equity for both issuances and repurchases were recognized in equity. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. We adopted ASC 323-10-35 beginning January 1, 2009.  

In May 2009, the FASB issued guidance related to subsequent events under ASC 855-10, Subsequent Events. This guidance sets forth the period after the balance sheet date during which management or a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. It requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, whether that date represents the date the financial statements were issued or were available to be issued. This guidance is effective for interim and annual periods ending after June 15, 2009. We adopted ASC 855-10 beginning June 30, 2009 and have included the required disclosures in our consolidated condensed financial statements. 

10

 
In June 2009, the FASB issued an amendment to ASC 810-10, Consolidation. This guidance amends ASC 810-10-15 to replace the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a VIE with a primarily qualitative approach focused on identifying which enterprise has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance. It also requires ongoing assessments of whether an enterprise is the primary beneficiary of a VIE and requires additional disclosures about an enterprise’s involvement in VIEs. This guidance is effective as of the beginning of the reporting entity’s first annual reporting period that begins after November 15, 2009 and earlier adoption is not permitted. We are currently evaluating the potential impact, if any, of the adoption of this guidance will have on our consolidated condensed financial statements.

In June 2009, the FASB issued Accounting Standards Update No. 2009-01 which amends ASC 105, Generally Accepted Accounting Principles. This guidance states that the ASC will become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Once effective, the Codification’s content will carry the same level of authority. Thus, the U.S. GAAP hierarchy will be modified to include only two levels of U.S. GAAP: authoritative and non-authoritative. This is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We adopted ASC 105 as of September 30, 2009 and thus have incorporated the new Codification citations in place of the corresponding references to legacy accounting pronouncements.

In August 2009, the FASB issued Accounting Standards Update No. 2009-05, Measuring Liabilities at Fair Value, which amends ASC 820, Fair Value Measurements and Disclosures. This Update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure the fair value using one or more of the following techniques: a valuation technique that uses the quoted price of the identical liability or similar liabilities when traded as an asset, which would be considered a Level 1 input, or another valuation technique that is consistent with ASC 820. This Update is effective for the first reporting period (including interim periods) beginning after issuance. Thus, we adopted this guidance as of September 30, 2009, which did not have a material impact on our consolidated condensed financial statements.

 
The Company is in the development stage during which management has devoted most of its activities to the development of a business plan for the Company.  As of September 30, 2009, the Company has an accumulated deficit of $11,374,064, has a working capital deficiency of $281,149 and has not generated any revenue since its inception.  The ability of the Company to continue as a going concern and to emerge from the development stage is dependent upon its successful execution of its plan of operations and ability to raise additional financing.  There is no guarantee that the Company will be able to raise additional capital or sell any of its products and services at a profit.  These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
NOTE 5 - STOCKHOLDERS’ EQUITY
 
On December 18, 2007, the Board of Directors declared the payment of a stock dividend to the stockholders of record of the Company as of January 2, 2008.  The stock dividend was paid on January 4, 2008.  Each stockholder received six additional shares of the Company’s common stock for each one share of the Company’s common stock which they held on the record date.  Following the payment of the stock dividend, the issued and outstanding share ownership of the Company increased from 6,007,650 shares of Company common stock to 42,053,550 shares of common stock.  The Company retained the current par value of $0.00001 per share for all common shares. We have entered into financing arrangements which may result in the issuance of warrants to the financing company.  See Note 10.
 
11

 
NOTE 6 - INVESTMENT IN 4C SECURITY SOLUTIONS LTD.
 
As of September 30, 2009, the Company had made a cumulative investment of $3,690,808 (AUD $4,000,000) into 4C Security Solutions Limited (“FCS”), an Australian company, formerly known as BQT Solutions Limited, in consideration for 12,800,000 ordinary shares of FCS representing approximately 19.8% of the issued and outstanding shares of FCS.  The Company was also granted 9,500,000 options with a strike price of AUD $0.10 and an expiration date of December 31, 2013.  FCS is an Australian public company specializing in access control systems, biometric and smart card readers, CCTV, cameras and customized developments for selected clients. FCS’s strategy is to diversify and expand its activities in the security and surveillance technology sector. FCS intends to focus on commercializing its SMAX access control system and support sales of existing company technologies of biometrics, smart card readers, CCTV cameras and customized solutions for selected key clients. The SMAX Access Control Management System is a sophisticated, intelligent and cost effective security application that provides movement and access controls within a facility. In addition, the Company advanced $151,966 to a subsidiary 4C Security Solutions, which amount is included in investments and advances to 4C Security Solutions on the accompanying Balance Sheets.
 
NOTE 7 - RELATED PARTY TRANSACTIONS
 
As of September 30, 2009, Rudana the Company’s majority shareholder and companies controlled by Rudana has advanced several loans to the Company with a cumulative balance of $2,584,564. In addition, the Company has received a loan from Officer in the amount of $29,000. The funds were used by the Company for general corporate purposes and for financing its strategic alliance investment obligations in FCS.  These loans bear interest at 7.5% per annum and are due thirty (30) days after demand. Interest expense related to these loans aggregated $120,550 and $43,245 the nine and three months ended September 30, 2009, in comparison to $30,664 and $26,101 the nine and three months ended September 30, 2008.
 
The Company has a management service agreement with Prime Asset Finance Ltd., a UK company which is a wholly owned subsidiary of Rudana, to assist the Company in advising and developing  its strategic plans. The agreement provides for an initial service fee of $250,000, which is being amortized over the three year life of the agreement, and (a) a monthly management fee of $25,000, (b) a fee equal to 5% of the total value of each transaction involving mergers, acquisitions, and divestitures by the Company or any of its subsidiaries, and (c) a fee equal to 8% of the total value of each customer sales contracts, contractor and sub-contractor agreements with the Company.  The Company has recorded an expense of $191,667 relating to this agreement during the six months ended June 30,, 2009, which is included in professional fees on the Statement of Operations for the six months ended June 30,, 2009, and is included in Accrued Liabilities on the accompanying Balance Sheet at June 30,, 2009.  The Company has recorded total expenses of $319,445 from inception through June 30,, 2009 relating to this Agreement.  As of the date of his Report the Company has not yet paid any amounts due in respect of the management service agreement and all such amounts have only been accrued.
 
NOTE 8 – COUNTERPARTY RISKS
 
The Company is exposed to counterparty risks in respect of financing the Company’s business plan, and risks related to prospective service partners and clients of the Company and its operating subsidiaries. The Company has entered into agreement with e-GEOS, a joint venture between Italian Space Agency (ASI) and Telespazio, to sell satellite images from the COSMO-SkyMed satellite constellation in exclusive Company markets.  The Company is exposed to risks that it may not be able to pay the minimum payments due as required under the e-GEOS agreement as well as risks that e-GEOS may not be able to perform in regard to delivery of the satellite images for Company customers in accordance with the agreement.  The Company previously commissioned a business plan and business case study by an outside consultant with respect to satellite construction and sales (the “Consultant Plan”).  The Company is preparing to execute and implement the Consultant Plan.  The Company equity capitalization amounts to be raised by Synergy are tied to the Consultant Plan.  The Company has commenced marketing efforts to sell and/or lease capacity on its proprietary Synthetic Aperture Radar (“SAR”) satellites.  The Company has been in negotiations with Thales Alenia Space (Italy) with respect to negotiating the prime contractor agreement for construction of the satellites.  The Company believes that the negotiations with Thales Alenia Space are nearing completion.  Synergy must introduce the Company to sufficient capital resources in order for the Company to implement the Consultant Plan and to engage Thales Alenia Space as prime contractor.  Prior to closing any investments resulting from introductions, the Company will be exposed to counterparty risk with respect to investment commitments introduced to the Company through Synergy.  The Company will also be exposed to counterparty risk with respect to any agreement with Thales Alenia Space (and indirectly, to the subcontractors of Thales Alenia Space).
 
12

 
Additional risks are detailed in the Company’s Form 10-K for the fiscal year ended December 31, 2008.
 
NOTE 9 – INCOME TAXES
 
The Company has available approximately $11,400,000 of net operating loss carryforwards available to offset future taxable income, if any.  These carryforwards expire in the year 2024.
 
The Company has a deferred tax asset of approximately $4,000,000 relating to available net operating loss carryforwards for which a full valuation allowance has been provided.  Utilization of the net operating loss carry forwards may be limited due to the change in control referred to in Note 2. The Company has provided a full valuation allowance of the deferred tax asset since it is more likely than not that the net operating losses will not be utilized.
 
NOTE 10 – FINANCING ACTIVITIES
 
We have entered into an agreement with Synergy Investments & Finance Holding Limited (“Synergy”) formerly known as Arimathea Limited, to assist us to raise capital.  In consideration for assisting us to raise equity and debt capital, we issued a warrant to Synergy. On May 29, 2008, the Company amended the warrant (the “First Amended Warrant”).  The Company and Synergy subsequently agreed to amend the Warrant again (the “Second Amended Warrant”).  The Second Amended Warrant has an exercise term of 3 years and will become exercisable only for the purchase of a number of shares equal to the following: (i) 5% of the amount of capital raised by the Company from introductions made by Synergy, divided by (ii) the original exercise price of $3.45 per share, which was the closing publicly traded market price of the Company’s common stock on March 25, 2008, the date immediately preceding the date of grant of the original warrant.  Under the formulation, the maximum number of shares that may be purchased under the Second Amended Warrant is approximately one million shares of Company restricted common stock at a purchase price of $3.45 per share (the exercise price of the original warrant), assuming the Company raises $70 million attributable to introductions made by Synergy. Under the terms of its warrant, Synergy will not be permitted to exercise and own more than 4.9% of the Company’s Common Stock at any given time. The Synergy Warrant does not contain any call provisions and there is no obligation on the part of Synergy to exercise its warrant at any time. As a result of the contingent nature of the vesting of the Synergy warrant, no expense has been recognized.  Synergy has not yet raised any funds for the Company and we cannot guarantee that Synergy will be successful in assisting us to raise capital for our operations.  As of the date of this Report, no warrants have been issued to Synergy. No firm commitments regarding performance have been made by Synergy.  All other terms and conditions of the original warrant remain the same.  The Company’s Agreement with Synergy is nominally for a period of three years, however, the Agreement may be terminated prior to that period so long as the Company compensates Synergy for any introductions of capital which are attributable to Synergy.  The parties have agreed that neither the original Warrant nor the First Amended Warrant vested and no portion of the Second Amended Warrant has yet vested. Performance in respect of the terms of the Second Amended Warrant have not been met, so there has not been an accounting event that would require valuation.
 
13



Effective March 31, 2009, ITIGROUP Corporation, an international logistics and software security group, became a 5% shareholder and strategic alliance partner of 4C SatImage Ltd., a subsidiary 4C Controls Inc.


We have evaluated events after the date of the financial statements, September 30, 2009 through November 20, 2009, the date that these financial statements were available to be issued.


*           *
 
*
 
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Introduction

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Report. This Report contains certain forward-looking statements and the Company's future operating results could differ materially from those discussed herein. Certain statements contained in this Report, including, without limitation, statements containing the words “believes”, “anticipates,” “expects” and the like, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as the Company intends to issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, the Company is ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments, except as required by the Exchange Act.

We were incorporated in the State of Nevada on December 28, 2004 as Amecs Inc.  Initially, the intention of the original founders of the Company in 2004 was to provide Internet-based business to business services.  The original founders subsequently decided that the Company should pursue another type of business.  A change of control of the Company occurred on December 18, 2007 and Rudana Investment Group AG, a Swiss investment company, became the owner of a majority of our issued and outstanding shares.  In connection with the change of control, on February 12, 2008 we changed our name from “Amecs Inc.” to “4C Controls Inc.” and our trading symbol on the over-the-counter bulletin board changed to FOUR.  On March 3, 2008, we announced a change in our business model as described above.

Our principal business address is 100 Wall Street, 21st Floor, New York, NY 10005 and our telephone number is 866-515-7069.

Our trading symbol on the over-the-counter bulletin board is FOUR.

Current Company Status

At the present time, the Company has no revenues, and has had no revenues since inception.  The Company has insufficient capital to continue its current limited operations, and without additional investment or loans, we can not continue the development of our Company.  Without additional investment or loans, the Company will not be able to take the necessary actions to commence commercial activity.  

RESULTS OF OPERATIONS

Revenues

During the quarter ended September 30, 2009, the Company had no revenues from operations.  The Company has not yet commenced commercial operations and has not yet generated any revenues.

Expenses

Our total expenses for the quarter ended September 30, 2009 were $1,384,362, which consisted primarily of general and administrative expenses of $1,011,126, professional fees of $291,935, marketing and public relations expenses of $5,234, a loss from an unconsolidated subsidiary of $30,822, interest in the amount of $43,242 and director fees and expenses of $2,000.  Expenses in each of these categories fees have decreased over the amounts for the three months ended September 30, 2008, in which total expenses were $2,940,636.  During the three month period ended September 30, 2008, our total expenses included general and administrative expenses of $1,226,595, professional fees of $925,834, marketing and public relations expenses of $451,599, a loss of equity in an unconsolidated subsidiary of $13,692, interest in the amount of $26,101 and director fees and expenses of $296,815.

15

 
During the nine months ended September 30, 2009, the Company had total expenses of $5,518,534, as compared to the nine months ended September 30, 2008, during which the Company had total expenses of $3,622,092.

Since the inception of the Company, we have incurred aggregate total expenses of $11,389,467.  Our expenditures incurred to date are related to the business set-up and on business development.  Our business set-up expenditures have included business model definition, market studies and analysis, business plans, design of ground station and satellite facilities.  Our business development expenditures have included formation of strategic alliances and distribution relationships, scouting business locations and establishing other business relationships.  These expenditures are included in the company’s general and administrative expenses in the amount of $6,014,655, professional fees in the amount of $3,550,619 and marketing and public/investor relations expenses in the amount of $736,748.  During the fourth quarter of 2009, expenses are anticipated to decrease following restructuring of the Company associated significant operations expenditure reductions implemented by the company’s management, with primary focus on reduction of general and administrative expenses.

Liquidity and Capital Resources

During the three months ended September 30, 2009 and through the date of this Report, our primary source of capital has been short term cash advances from Rudana Investment Group AG, the majority shareholder of our Company.  Our operations to date have consumed substantial amounts of cash.  Our negative cash flows from operations during the foreseeable future are expected to be held at substantially the same levels as of the period covered by this Report and possibly reduced further in the two financial quarters subsequent to the period covered by this Report pursuant to significant further reduction of operations expenditures planned by management. 

As of the date of this Report we have not been able to commence revenue-generating commercial activity.

As of the date of the filing of this Report, the Company has only nominal cash on hand.  While Rudana has previously supported the Company’s overhead and expenses, the Company has no assurance that such support will continue.  Rudana has advised the Company that it will make additional loans to support the Company if its financial circumstances permit it to.
 
The Company and its affiliates are currently seeking bridge financing.  If the Company is unable to raise or borrow additional funds in the immediate future to cover basic overhead and operating expenses, we may be required to cease all operations.

Our total current assets at September 30, 2009 were $39,061, consisting of $535 in cash and $38,526 in prepaid expenses and other current assets.  As of September 30, 2009, our total assets (consisting of cash, prepaid expenses, property and equipment, and investment in 4C Security Solutions) were $8,377,710 and our total liabilities were $8,658,859.  Both of these figures have increased over the past nine months; as of December 31, 2008, our total assets were $3,968,749 and our total liabilities were $3,142,325.

During the three months ended September 30, 2009, the Company had net losses of $1,384,362, as compared to the three months ended September 30, 2008, during which the Company had net losses of $2,937,426. During the nine months ended September 30, 2009, the Company had net losses of $5,518,534, as compared to the nine months ended September 30, 2008, during which the Company had net losses of $3,618,882.  From inception through September 30, 2009, the Company had net losses of $11,386,248.

We will need to raise additional capital to implement our business plan and continue operations. We are continuing to seek sources of financing through private placements of securities and loans in order for us to fully deploy our business plan.  We have also commenced a capital sourcing plan to accept investments of strategic equity partners directly into our operating subsidiaries.  We expect such operating level investments to provide us with necessary means to commence our business plans as well as beneficially leverage the regional marketing and sales strengths of our strategic alliance partners.  We will endeavor to maintain majority ownership of our operating subsidiaries; however, due to certain legal regional requirements, we may in some circumstances be obliged to be a minority partner in certain operating subsidiaries.  Our capital resources as of the date of this Report are dependent on shareholder loans, third party investments by strategic alliance partners and other strategic investors investing directly into our operating subsidiaries.  Although we expect some of the operating subsidiaries to generate sufficient cash for internal working capital purposes, we will be dependent on shareholder loans and third party investment capital at the subsidiary level in order to implement and sustain our overall Company business plans during the foreseeable future.  We believe the overall benefits expected to be derived from accepting investments directly into our operating subsidiaries and benefitting from the strengths of our strategic equity partners will overcome the effects of diluting our prospective revenues in our operating subsidiaries.

16

 
We expect our costs of revenue to be substantial, including minimum annual commitment payments for capacity access to the Cosmo-SkyMed constellation of satellites, building and maintaining our satellite image direct receiving ground stations, processing the data retrieved, costs of personnel, as well as the cost of operations expected to be incurred in connection with our prospective satellite construction program.  We expect our selling, general and administrative expenses for all of our business activities to consist primarily of labor, benefits, travel, rent and related overhead costs, third-party consultant payments, sales commissions and marketing expenses.  We expect these expenses to be substantial and increase as we expand our sales and administrative resources to accommodate anticipated revenue growth and increases in capacity for product sales and distribution.  We will also incur substantial expenses as a result of the costs related to being a public company, including remedying material weaknesses in our internal controls.  As we expand our worldwide presence, we expect an increase in travel, selling and administrative expenses.  Depreciation and amortization expenses may become material.  We anticipate financing a significant portion of our construction requirements through loans and we will therefore incur material interest expenses which could adversely affect our earnings.  Although we expect to share some of our capital requirements costs with our strategic alliance partners, our expenses may cause us to incur operating losses.  Taxable income in the future may be offset by utilization of net operating loss carry-forwards, however, we cannot provide any assurance in such regard.

We believe that the current deep and potentially prolonged global recession that officially began in the United States in December 2007 is having a significant impact on our ability to raise the funds necessary to implement our business plans.  Credit markets throughout the world have experienced significant contraction, de-leveraging and reduced liquidity.  The uncertainty surrounding the future of global credit markets has resulted in reduced access to credit worldwide. These current market conditions may last for a considerable length of time. In mid-February 2009, the Federal Reserve warned that the United States economy faces an “unusually gradual and prolonged” period of recovery from this recessionary period. These developing economic factors have had a material adverse effect on our ability to raise funds and grow the Company.  

Management Services

We have a management services agreement with Prime Asset Finance Ltd., a UK company which is a wholly owned subsidiary of Rudana Investment Group AG, our majority stockholder.  Under the terms of the agreement, Prime Asset Finance will assist and advise us on developing strategic plans for inception of operations, preparing acquisition growth plans, identifying potential acquisition candidates, initiating discussion with potential acquisition candidates and strategic alliance partners, analyzing the financial implications of potential acquisitions and strategic alliances; negotiating terms and conditions of transactions and strategic alliances; outlining and managing the due diligence process; developing strategies to maximize revenue and corporate value including growth through sales, utilizing alternative distribution channels and enhancing marketing programs and providing support for investor relations programs.  
 

Mr. Angeloglou is serving as Group CEO of 4C Controls and all of its operating units, subsidiaries and joint ventures.  Mr. Angeloglou is serving as the Chief Executive Officer of 4C Security Solutions Limited, an Australian company which has a strategic alliance with 4C Controls.  The Company’s Chief Financial Officer functions are currently being performed on an interim basis by Mr. Angeloglou.  Mr. Angeloglou does not receive additional compensation in connection with such supplemental services.

As of the date of this Report all of our employees serve on a part time basis.  Our Chief Executive Officer devotes approximately 80% of his time to our Company and 20% of his time to our strategic alliance partner 4C Security Solutions Ltd.   Our Chief Technology Officer, Dr. Riccardo Maggiora, devotes approximately 70% of his time to our Company and allocates the balance of his professional time as an Associate Professor at Politecnico di Torino and as CEO of 4C Polito Space.  Our other employees serve the Company on a part time basis devoting between 25%-50% of their professional time to our Company.  We have no collective bargaining agreements with our employees.  

Subsequent to the period covered by this Report, Mr. Angeloglou, our Chief Executive Officer and Acting Chief Financial Officer, has determined that he will accept a reduction in his monthly salary to $25,000 U.S. Dollars per month until such time as the Company’s finances improve.  Simultaneously, he has agreed that his monthly salary contributions from 4C Security Solutions Ltd. will be cancelled until such time as that company becomes profitable and its finances permit the re-instatement of his remuneration.
  
Resignation of Dr. Augustine Fou as Director

Effective as of August 4, 2009, Dr. Augustine Fou resigned as a member of the Board of Directors of the Company.

17

 
OFF-BALANCE SHEET ARRANGEMENTS

As of September 30, 2009, we did not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.
 
ITEM 4.     CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company carried out, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer, also serving in the role on an interim basis as Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) in ensuring that information required to be disclosed by the Company in its reports is recorded, processed, summarized and reported within the required time periods. In carrying out that evaluation, management identified a material weakness in our internal control over disclosure controls and procedures.  The Company’s management also identified material weakness in controls and procedures over financial reporting (as defined in Public Company Accounting Oversight Board Standard No. 2).

The two material weaknesses identified by Management both consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of the Company and lack of a full time Chief Financial Officer of the Company.  The relatively small number of employees who have bookkeeping and accounting functions prevents us from segregating duties within the Company’s internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. Accordingly, based on their evaluation of the Company’s disclosure controls and procedures as of September 30, 2009, the Company’s Chief Executive Officer, also serving in the role on an interim basis as Chief Financial Officer, concluded that, as of that date, the Company’s controls and procedures with respect to disclosures and financial reporting were not effective for the purposes described above.  The Company has initiated steps to remediate such procedures as soon as reasonably possible, however, without additional qualified staff the material weaknesses in controls and procedures with respect to disclosures and financial reporting, the Company has not yet been able to remediate such weaknesses.

There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended September 30, 2009 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting, other than the material weaknesses discussed above.
 
18


PART II.      OTHER INFORMATION
 
ITEM 1.     LEGAL PROCEEDINGS
 
The Company is not, and has not been during the period covered by this Report, a party to any legal proceedings.
 
ITEM 1A.   RISK FACTORS
   
Not Applicable.

ITEM 2:     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None.
 
ITEM 3:     DEFAULTS UPON SENIOR SECURITIES

Not Applicable.
 
ITEM 4:     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
No matters were submitted to the vote of the Company’s security holders during the period covered by this Report.
 
ITEM 5:     OTHER INFORMATION

Clarification

The Company clarifies that contrary to certain published media reports, the Company is not planning to commence work in December 2009 on its satellite processing center in Abu Dhabi.  The construction of this center has been delayed pending the completion of necessary fund raising.

Resignation of Vice President for Middle East Space Military and Defense

Major General Khalid Abdulla Mabarak Al Buainain resigned as the Company’s Vice President for Middle East Space Military and Defense.

Resignation of Corporate Secretary

Ms. Barbara Salz resigned as the Company’s Corporate Secretary.
 
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ITEM 6.     EXHIBITS
 
Exhibit 
 
Description
     
31.1
 
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
 
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
4C CONTROLS INC.
     
 
By: 
/s/ Anastasios Angeloglou
   
Name: 
Anastasios Angeloglou
   
Title: 
Chief Executive Officer and
     
Acting Principal Financial
     
Officer and Acting Principal
     
Accounting Officer

Dated: November 23, 2009
 
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