-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IMVLsFizuF91uoUZM7NHangf8wqzIZnWuSqa2drXw/DfV7+YjKiSmMdtXScQzXSh Humxj+EJ63GFJgCMPBT+RQ== 0001165527-08-000249.txt : 20080509 0001165527-08-000249.hdr.sgml : 20080509 20080509135601 ACCESSION NUMBER: 0001165527-08-000249 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Arkson Neutraceuticals Corp. CENTRAL INDEX KEY: 0001389413 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 510383940 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-52458 FILM NUMBER: 08817527 BUSINESS ADDRESS: STREET 1: 4653 CARMEL MOUNTAIN ROAD STREET 2: SUITE 308-129 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 525-3157 MAIL ADDRESS: STREET 1: 4653 CARMEL MOUNTAIN ROAD STREET 2: SUITE 308-129 CITY: SAN DIEGO STATE: CA ZIP: 92130 10QSB 1 g2352.txt QTRLY REPORT FOR THE QTR ENDED 3-31-08 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION FROM ____________ TO ___________. COMMISSION FILE NUMBER: 000-52458 ARKSON NUTRACEUTICALS CORP. (Exact Name of Small Business Issuer as Specified in its Charter) DELAWARE 51-0383940 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4653 Carmel Mountain Road, Ste. 308-129 San Diego, California 92130 (Address of principal executive offices) (Zip code) Issuer's telephone number: 858-459-1133 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity, for the period covered by this report and as at the latest practicable date: At December 31, 2007, there were outstanding 10,917,780 shares of the Registrant's Common Stock, $.0001 par value. Transitional Small Business Disclosure Format: Yes [ ] No [X] ARKSON NUTRACEUTICALS CORP. (A Development Stage Enterprise) ITEM 1. FINANCIAL STATEMENTS Page ---- Balance Sheets 3 Statements of Operations 4 Statements of Stockholders' Equity 5 Statements of Cash Flows 6 Notes to Financial Statements 7 2 ARKSON NUTRACEUTICALS CORP. BALANCE SHEETS
As of As of Mar. 31, 2008 June 30, 2007 ------------- ------------- ASSETS Current Assets Cash $ -- $ -- --------- --------- Total Assets $ -- $ -- LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Loan from officer/shareholder $ 12,606 $ 12,606 --------- --------- TOTAL LIABILITIES 12,606 12,606 Stockholders' Equity (Deficit) Common stock, $.0001 par value: 50,000,000 shares authorized, 10,917,780 shares issued and outstanding as of 6/30/2007 -- 1,092 10,917,780 shares issued and outstanding as of 3/31/2008 1,092 -- Additional paid in capital 122,688 122,688 Retained Earnings -- -- Deficit accumulated during the development stage (136,386) (136,386) --------- --------- Total Shareholders' Equity (Deficit) (12,606) (12,606) --------- --------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ -- $ -- ========= =========
See Notes to Financial Statements 3 ARKSON NUTRACEUTICALS CORP. STATEMENT OF OPERATIONS
From Inception Oct. 2, 1998 Nine Months Ended Years Ended through Mar. 31, June 30, Mar. 31, 2008 2007 2007 2006 2008 ----------- ----------- ----------- ----------- ----------- Revenue $ -- $ -- $ -- $ -- $ -- ----------- ----------- ----------- ----------- ----------- Total Revenue -- -- -- -- -- General & Admin Exps -- -- 5,000 -- 136,610 ----------- ----------- ----------- ----------- ----------- Operating Income (Loss) $ -- $ -- $ (5,000) $ -- $ (136,610) ----------- ----------- ----------- ----------- ----------- Other Income (Expense) Interest Income -- -- -- -- 290 Other Income -- -- -- -- 194 ----------- ----------- ----------- ----------- ----------- -- -- -- -- 484 NET INCOME (LOSS) BEFORE INCOME TAX BENEFIT $ -- $ -- $ (5,000) $ -- $ (136,610) INCOME TAX Current income tax -- -- -- -- (260) Income tax benefit -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- NET INCOME (LOSS) $ -- $ -- $ (5,000) $ -- $ (136,386) =========== =========== =========== =========== =========== Basic and diluted earning (Loss) per Share -- -- (0.0003) -- ----------- ----------- ----------- ----------- Weighted average number of common shares outstanding 10,917,780 10,917,780 17,417,780 10,917,780
See Notes to Financial Statements 4 ARKSON NUTRACEUTICALS CORP. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Accumulated Common Stock Additional During Total --------------------- Paid in Development Stockholders Shares Amount Capital Stage Equity ------ ------ ------- ----- ------ Balance, July 1, 2005 10,917,780 $ 1,092 $ 122,688 $(131,386) $ (7,606) ---------- ------- --------- --------- --------- Common stock issued -- Net loss for year Ended June 30, 2006 -- -- ---------- ------- --------- --------- --------- Balance, June 30, 2006 10,917,780 1,092 122,688 (131,386) (7,606) ---------- ------- --------- --------- --------- Common stock issued for services 39,000,000 3,900 (3,900) Common stock cancelled (39,000,000) (3,900) 3,900 Net loss for year Ended June 30, 2007 (5,000) (5,000) ---------- ------- --------- --------- --------- Balance, June 30, 2007 10,917,780 1,092 122,688 (136,386) (12,606) ---------- ------- --------- --------- --------- Common stock issued -- Net loss for period Ended Mar. 31, 2008 -- -- ---------- ------- --------- --------- --------- Balance, Mar. 31, 2008 10,917,780 $ 1,092 $ 122,688 $(136,386) $ (12,606) ========== ======= ========= ========= =========
See Notes to Financial Statements 5 ARKSON NUTRACEUTICALS CORP. STATEMENT OF CASH FLOWS
From Inception Oct. 2, 1998 Nine Months Ended Years Ended through Mar. 31, June 30, Mar. 31, 2008 2007 2007 2006 2008 ---------- ---------- ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ -- $ -- $ (5,000) $ -- $ (136,386) ---------- ---------- ---------- ---------- ---------- Adjustments to reconcile net income (loss) to net cash (used in) operations NET CASH PROVIDED BY (USED IN) OPERATIONS -- -- (5,000) -- (136,386) ---------- ---------- ---------- ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES NET CASH PROVIDED BY INVESTING ACTIVITIES -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Loan from officer/shareholder -- -- 5,000 (2,585) (42,384) Loan from related party -- -- -- -- 54,990 Common stock issuance -- -- -- -- 123,780 ---------- ---------- ---------- ---------- ---------- NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- 5,000 (2,585) 136,386 ---------- ---------- ---------- ---------- ---------- NET INCREASE (DECREASE) -- -- -- (2,585) -- ---------- ---------- ---------- ---------- ---------- CASH BEGINNING OF PERIOD -- -- -- 2,585 -- ---------- ---------- ---------- ---------- ---------- CASH END OF PERIOD $ -- $ -- $ -- $ -- $ -- ========== ========== ========== ========== ========== Supplemental Disclosures of Cash Flow Information Interest paid $ -- $ -- $ -- $ -- $ -- ---------- ---------- ---------- ---------- ---------- Income taxes paid $ -- $ -- $ -- $ -- $ 260 ---------- ---------- ---------- ---------- ----------
See Notes to Financial Statements 6 ARKSON NUTRACEUTICALS CORP. (A Development Stage Company) Notes to Financial Statements March 31, 2008 and 2007 and June 30, 2007 and 2006 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES THE COMPANY Arkson Nutraceuticals Corp. (the "Company"), was incorporated in the state of Delaware on October 2, 1998. The Company was organized to manufacture and sell a broad range of natural health food supplements. The Company currently has no operations and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7, "ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered a development stage enterprise. Its activities to date have been limited to capital formation, organization, development of its business plan, and discussions with representatives of private label manufacturers and wholesale buyers of natural supplements. CASH AND CASH EQUIVALENTS For purposes of the statements of cash flows, the Company considers cash instruments with original maturities of less than three months to be cash equivalents. START-UP COSTS Costs of start-up activities, including organization costs, are expensed as incurred, in accordance with Statement of Position (SOP) 98-5. INCOME TAXES The Company accounts for income taxes under SFAS No. 109, "Accounting for Income Taxes." This statement requires an asset and liability approach to account for income taxes. The Company provides deferred income taxes for temporary differences that will result in taxable or deductible amounts in future years based on the reporting of certain costs in different periods for financial and income tax purposes. There is no income tax for the periods ended December 31, 2007 or June 30, 2007 or 2006. The Company has net operating loss carry forward from prior years that may be used to reduce future taxable income for income tax purposes. USE OF ESTIMATES The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. Actual results may differ significantly from those estimates. FAIR VALUES OF FINANCIAL INSTRUMENTS Statement of Financial Accounting Standards No. 107, DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. 7 ARKSON NUTRACEUTICALS CORP. (A Development Stage Company) Notes to Financial Statements March 31, 2008 and 2007 and June 30, 2007 and 2006 In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Statement No. 107 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. STOCK-BASED COMPENSATION In accordance with the provisions of SFAS 123, the Company follows the intrinsic value based method of accounting as prescribed by APB 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, for its stock-based compensation. NEW ACCOUNTING PRONOUNCEMENTS In February 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 155, "Accounting for Certain Hybrid Financial Instruments--an amendment of FASB Statements No. 133 and 140" ("SFAS No. 155"). The provisions of SFAS No. 155 will be effective for all financial instruments acquired, issued, or subject to a re-measurement (new basis) event occurring after the beginning of an entity's first fiscal year that begins after September 15, 2006. The fair value election provided for in paragraph 4(c) of this Statement may also be applied upon adoption of this Statement for hybrid financial instruments that had been bifurcated under paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier adoption is permitted as of the beginning of an entity's fiscal year, provided the entity has not yet issued financial statements, including financial statements for any interim period, for that fiscal year. SFAS No. 155 amends FASB SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"), and SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS No. 140"). SFAS No. 155 resolves issues addressed in SFAS No. 133 Implementation Issue No. D1, "Application of Statement 133 to Beneficial Interests in Securitized Financial Assets". This Statement: a) permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, b) clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No.133, c) establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, d) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and e) amends SFAS No.140 to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. The Company is currently evaluating the impact of adopting SFAS No. 155. In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets--an amendment of FASB Statement No. 140" ("SFAS No. 156"). An entity shall adopt this Statement as of the beginning of its first fiscal year that begins after September 15, 2006. Earlier adoption is permitted as of the beginning of an entity's fiscal year, provided the entity has not yet issued financial statements, including interim financial statements, for any period of that fiscal year. The effective date of this Statement is the date that an entity adopts the requirements of this Statement. SFAS No. 156 amends SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement: a) requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in any of the following situations, b) requires all separately recognized servicing assets and servicing liabilities to be initially 8 ARKSON NUTRACEUTICALS CORP. (A Development Stage Company) Notes to Financial Statements March 31, 2008 and 2007 and June 30, 2007 and 2006 measured at fair value, if practicable, c) permits an entity to choose between two subsequent measurement methods for each class of separately recognized servicing assets and servicing liabilities, d) at its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under SFAS No. 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value, and e) requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. The Company is currently evaluating the impact of adopting SFAS No. 156. In July 2006, the FASB issued FASB Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109". FIN 48 requires that the Company recognize in the consolidated financial statements the impact of a tax position that is more likely than not to be sustained upon examination based on the technical merits of the position. The provisions of FIN No. 48 will be effective for the Company beginning in the March 2007 quarter, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The Company is currently evaluating the impact of adopting FIN No. 48. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including any financial statements for an interim period within that fiscal year. The Company is currently evaluating the impact of adopting SFAS No. 157. In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158"). SFAS No. 158 provides different effective dates for the recognition and related disclosure provisions and for the required change to a fiscal year-end measurement date. Also, the effective date of the recognition and disclosure provisions differs for an employer that is an issuer of publicly traded equity securities from one that is not. For purposes of this Statement, an employer is deemed to have publicly traded equity securities if any of the following conditions is met: a) the employer has issued equity securities that trade in a public market, which may be either a stock exchange (domestic or foreign) or an over-the-counter market, including securities quoted only locally or regionally, b) the employer has made a filing with a regulatory agency in preparation for the sale of any class of equity securities in a public market, or c) the employer is controlled by an entity covered by (a) or (b). An employer with publicly traded equity securities shall initially apply the requirement to recognize the funded status of a benefit plan and the disclosure requirements as of the end of the fiscal year ending after December 15, 2006. Application as of the end of an earlier fiscal year is encouraged; however, early application shall be for all of an employer's benefit plans. The requirement to measure plan assets and benefit obligations as of the date of the employer's fiscal year-end statement of financial position (paragraphs 5, 6, and 9) shall be effective for fiscal years ending after December 15, 2008, and shall not be applied retrospectively. Earlier application is encouraged; however, early application shall be for all of an employer's benefit plans. An employer with publicly traded equity securities shall initially apply the requirement to recognize the funded status of a benefit plan (paragraph 4) and the disclosure requirements 9 ARKSON NUTRACEUTICALS CORP. (A Development Stage Company) Notes to Financial Statements March 31, 2008 and 2007 and June 30, 2007 and 2006 (paragraph 7) as of the end of the fiscal year ending after December 15, 2006. The Company is currently evaluating the impact of adopting SFAS No. 158. NOTE 2 - STOCKHOLDERS' EQUITY COMMON STOCK The Company has authorized fifty million (50,000,000) shares of common stock, having one hundredth of a cent ($0.0001) par value per share. On October 2, 1998 the Company issued a total of 9,250,000 shares to its three founders for services rendered in connection with the organization of the Company. Also in 1998 the Company issued 600,000 shares of common stock for cash, net of offering costs, in the amount of $6,000. Also in 1998 the Company issued 1,000,000 shares of common stock for cash, net of offering costs, in the amount of $50,000. In 1999 the Company issued 16,000 shares of common stock for cash, net of offering costs, in the amount of $16,000. In 2000 the Company issued 50,000 shares of common stock for cash, net of offering costs, in the amount of $50,000, and also issued 1,780 shares for services valued at $1,780. In the first quarter of 2007 the Company issued 39,000,000 shares of common stock to its president in exchange for services, however this issuance was cancelled before the share certificate was prepared. Thus, as of March 31, 2008 there were 10,917,780 shares of common stock issued and outstanding. NOTE 3 - EARNINGS PER SHARE There were no earnings and losses for the periods ended March 31, 2008 and 2007. There was a loss of $5,000 during the year ended June 30, 2007. Therefore earnings (losses) per share for each of the quarters reported herein were $0.00, and loss for the year ended June 30, 2007 was approximately $(0.0003) per share. For the periods ended March 31, 2008 and 2007 and the years ended June 30, 2007 and 2006, there were 12,606,000 shares issuable based on the terms of a convertible note for $12,606 due to an officer of the Company. Therefore, diluted earnings (loss) per share for the year ended June 30, 2007 were approximately $(0.00015) per share and for the three month period and the nine month period ended March 31, 2008 both diluted and basic earnings were $0 per share. NOTE 4 - INCOME TAXES At June 30, 2007, the Company has a net operating loss carryforward for tax purpose of approximately $136,386 which expires through the year 2018. The Internal Revenue Code contains provisions which may limit the loss carryforward available if significant changes in stockholder ownership of the Company occur. There were no provisions for income taxes for the years ended June 30, 2007 and 2006 or for the periods ended March 31, 2008 and 2007. 10 ARKSON NUTRACEUTICALS CORP. (A Development Stage Company) Notes to Financial Statements March 31, 2008 and 2007 and June 30, 2007 and 2006 NOTE 5 - RELATED PARTY TRANSACTIONS LOANS PAYABLE Between October 2, 1998 (Inception) and December 31, 2003 certain officers and shareholders made a number of non-interest bearing loans to the Company totaling $54,990 and received principal repayments of those loans totaling $44,800. As of December 31, 2003, 2004, and 2005 one shareholder was owed the principal sum of $10,190. On February 6, 2006 that shareholder was repaid $2,585 of the sum owing to him. In May that shareholder loaned an additional $5,000 to the Company. As a result, there was a liability of $12,606 owed to a shareholder as of March 31, 2008. The note issued by the Company for this liability was convertible into common stock at the rate of one share for each $0.001 of debt or a total of 12,606,000 shares. NOTE 6 - GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company's financial position and operating results raise substantial doubt about the Company's ability to continue. The Company has had no operating revenue since inception and is currently not operating. The ability of the Company to continue as a going concern is dependent upon developing sales and obtaining additional capital and financing. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 7- SUBSEQUENT EVENT There is no subsequent event to disclose since the end of the third quarter on March 31, 2008. NOTE 8 - COMMITMENT AND CONTIGENTCY There is only one commitment or contingency to disclose during the years ended June 30, 2007 and 2006 or the periods ended March 31, 2008 and 2007. That is the potential conversion of the Note Payable into shares at the rate of one share for each $0.001 of debt or a total of 12,606,000 shares. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussion contained herein contains "forward-looking statements" that involve risk and uncertainties. These statements may be identified by the use of terminology such as "believes," "expects," "may," "should" or anticipates" or expressing this terminology negatively or similar expressions or by discussions of strategy. The cautionary statements made in this Form 10QSB should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10QSB. Our actual results could differ materially from those discussed in this report. Arkson Nutraceuticals Corp. (the "Company") was incorporated on October 2, 1998 under the laws of the State of Delaware. The Company intended to engage in the manufacture and sale of a broad range of proprietary natural health food supplement products. The Company began to negotiate licenses with developers of natural health food supplements approximately one month after incorporation. The Company also entered negotiations with various wholesale buyers of such products and with finance organizations. These explorations and negotiations continued at a high level for a period of approximately two years after incorporation, and at a slower pace for one additional year. However, no such licenses or contracts materialized. As a result of the Company's failure to generate sales it operated at a loss. By June 30, 2001 all funds raised by the sale of shares had been expended, and the Company thereafter became dormant. From July 1, 2001 until the present, it was inactive and could be deemed to be a so-called "shell" company, whose only purpose at this time is to determine and implement a new business purpose. As a "shell" company, our sole purpose at this time is to locate and consummate a merger or acquisition with a private entity. We have not yet identified any company or companies which we hope to merge with or acquire. FINANCIAL CONDITION. Our auditor's going concern opinion for prior years ended and the notation in the financial statements indicate that we do not have significant cash or other material assets and that we are relying on advances from stockholders, officers and directors to meet limited operating expenses. LIQUIDITY AND OPERATIONAL RESULTS. The Company has no current operating history and does not have any revenues or earnings from operations. The Company has no assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the closing of a merger with or acquisition of an operating business. We are dependent upon our officers to meet any DE MINIMIS costs that may occur. Our two officers and directors have agreed to provide the necessary funds, without interest, for the Company to comply with the Securities Exchange Act of 1934, as amended, provided that they are officers and directors of the Company when the obligation is incurred. All advances are interest-free. LIQUIDITY. As of March 31, 2008, we had no assets and liabilities of $12,606 and we had an accumulated deficit of $136,386. As of June 30, 2007, our last year end, we also had no assets and liabilities of $12,606 and we had an accumulated deficit of $136,386. We have had no revenues from inception through June 30, 2007 and we had no revenues for the period ended March 31, 2008. We have a loss from inception through June 30, 2007 of $136,386 and a loss from inception through March 31, 2008 of the same amount - $136,386. 12 ACCOUNTING FOR A BUSINESS COMBINATION. In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards "SFAS" No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting, and broadens the criteria for recording intangible assets separate from goodwill. Recorded goodwill and intangibles will be evaluated against these new criteria and may result in certain intangibles being subsumed into goodwill, or alternatively, amounts initially recorded as goodwill may be separately identified and recognized apart from goodwill. SGAS No. 142 requires the use of a non-amortization approach to account for purchased goodwill and certain intangibles. Under a non-amortization approach, goodwill and certain intangibles is more than its fair value. Goodwill is the excess of the acquisition costs of the acquired entity over the fair value of the identifiable net assets acquired. The Company is required to test goodwill and intangible assets that are determined to have an indefinite life for impairments at least annually. The provisions of SFAS No. 142 require the completion of an annual impairment test with any impairment recognized in current earnings. The provisions of SFAS No. 141 and SFAS No. 142 may be applicable to any business combination that we may enter into in the future. We have also been informed that most business combinations will be accounted for as a reverse acquisition with us being the surviving registrant. As a result of any business combination, if the acquired entity's shareholders will exercise control over us, the transaction will be deemed to be a capital transaction where we are treated as a non-business entity. Therefore, the accounting for the business combination is identical to that resulting from a reverse merger, except no goodwill or other intangible assets will be recorded. For accounting purposes, the acquired entity will be treated as the accounting acquirer and, accordingly, will be presented as the continuing entity. ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK. The Company has not considered nor conducted any research concerning qualitative and quantitative market risk. ITEM 4. EVALUATION OF DISCLOSURE ON CONTROLS AND PROCEDURES. Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this Form 10QSB (and the financial statements contained in the report), our president and treasurer have determined that our current disclosure controls and procedures are effective. There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) or any other factors during the quarter covered by this report, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS None ITEM 2 - CHANGES IN THE RIGHTS OF THE COMPANY'S SECURITY HOLDERS None ITEM 3 - DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES None 13 ITEM 4 - SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS None ITEM 5 - OTHER INFORMATION AUDIT COMMITTEE. Our board of directors has not established an audit committee. In addition, we do not have any other compensation or executive or similar committees. We will not, in all likelihood, establish an audit committee until such time as the Company generates a positive cash flow of which there can be no assurance. We recognize that an audit committee, when established, will play a critical role in our financial reporting system by overseeing and monitoring management's and the independent auditors' participation in the financial reporting process. At such time as we establish an audit committee, its additional disclosures with our auditors and management may promote investor confidence in the integrity of the financial reporting process. Until such time as an audit committee has been established, the full board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussion of the audited financial statements with management, and (ii) discussions with the independent auditors the matters required to be discussed by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or supplemented. CODE OF ETHICS. We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The code of ethics will be posted on the investor relations section of the Company's website in the event that we have a website. At such time as we have posted the code of ethics on our website, we intend to satisfy the disclosure requirements under Item 10 of Form 8-K regarding an amendment to, or waiver from, a provision of the code of ethics by posting such information on the website. ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K A report on Form 8-K was filed on July 25, 2007 reporting on Item 5.02, a change in Directors and Management and Item 5.03, a change in the Company's fiscal year. That report on Form 8-K is incorporated herein by reference. The following exhibits are filed with this report: 31.1 Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer. 31.2 Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer. 32.1 Section 1350 Certification - Chief Executive Officer. 32.2 Section 1350 Certification - Chief Financial Officer. 14 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. Date: May 8, 2008 ARKSON NUTRACEUTICALS CORP. By: /s/ Robert Auduon --------------------------------- Robert Auduon President and Director By: /s/ Agatha Auduon --------------------------------- Agatha Auduon Treasurer and Director 15 EX-31.1 2 ex31-1.txt CEO SECTION 302 CERTIFICATION EXHIBIT 31.1 CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) I, Robert Auduon, certify that: 1. I have reviewed this quarterly report for the nine month period ended March 31, 2008 on Form 10-QSB of Arkson Nutraceuticals, Inc. (the Registrant"); 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and we 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) 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 d) 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 (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; 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 function): 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. Date: May 8, 2008 /s/ Robert Auduon ---------------------------------- Robert Auduon President & CEO EX-31.2 3 ex31-2.txt CFO SECTION 302 CERTIFICATION EXHIBIT 31.2 CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) I, Agatha Auduon, certify that: 1. I have reviewed this quarterly report for the nine month period ended March 31, 2008 on Form 10-QSB of Arkson Nutraceuticals, Inc. (the Registrant"); 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and we 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) 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 d) 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 (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; 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 function): 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. Date: May 8, 2008 /s/ Agatha Auduon ------------------------------------------ Agatha Auduon Principal Accounting and Financial Officer EX-32.1 4 ex32-1.txt CEO SECTION 906 CERTIFICATION EXHIBIT 32.1 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Arkson Nutraceuticals, Inc. (the "Company") on Form 10-QSB for the period ending March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert Auduon, President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: 1) The Quarterly Report on Form 10-QSB of the Company for the six month period ended March 31, 2008 (the "Quarterly Report"), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and 2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 8, 2008 /s/ Robert Auduon ----------------------------------------- Robert Auduon President and Principal Executive Officer EX-32.2 5 ex32-2.txt CFO SECTION 906 CERTIFICATION EXHIBIT 32.2 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Arkson Nutraceuticals, Inc. (the "Company") on Form 10-QSB for the period ending March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Agatha Auduon, the Treasurer and CFO of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: 1) The Quarterly Report on Form 10-QSB of the Company for the six month period ended March 31, 2008 (the "Quarterly Report"), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and 2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 8, 2008 /s/ Agatha Auduon ------------------------------------------ Agatha Auduon Principal Accounting and Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----