10-Q 1 f10q063012_10q.htm FORM 10-Q QUARTERLY REPORT JUNE 30 2012 FORM 10-Q Quarterly Report June 30 2012


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 


FORM 10-Q


  X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2012


      . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934


For the transition period from ______ to _______


Commission File Number 333-166522


HARBOR ISLAND DEVELOPMENT CORP.

[f10q063012_10q001.jpg]

(Name of small business issuer in its charter)

 

Nevada

 

27-2464185

(State of incorporation)

  

(I.R.S. Employer Identification No.)

 

2275 NW 150th Street, Unit B

Opa Locka, FL 33054

(Address of principal executive offices)

 

305-688-7494

(Registrant’s telephone number)


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).  

 (Not Required) 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.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .


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

Yes   X  . No      .


As of August 9, 2012, there were 2,250,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.






HARBOR ISLAND DEVELOPMENT CORP.*


TABLE OF CONTENTS


  

Page

PART I.

FINANCIAL INFORMATION

 

 

 

 

ITEM 1.

FINANCIAL STATEMENTS

3

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

10

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

12

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

12

  

 

PART II.

OTHER INFORMATION

 

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

13

 

 

 

ITEM 1A.

RISK FACTORS

13

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

13

 

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

13

 

 

 

ITEM 4.

[REMOVED AND RESERVED]

13

 

 

 

ITEM 5.

OTHER INFORMATION

13

 

 

 

ITEM 6.

EXHIBITS

14


Special Note Regarding Forward-Looking Statements


Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Harbor Island Development Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.


*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "HIDC" refers to Harbor Island Development Corp.






2



PART I - FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS



HARBOR ISLAND DEVELOPMENT CORP.

(A Development Stage Company)

Financial Statements



June 30, 2012


Index


Balance Sheets (unaudited)

4

 

 

Statements of Operations (unaudited)

5

 

 

Statements of Cash Flows (unaudited)

6

 

 

Notes to the Financial Statements (unaudited)

7




3




HARBOR ISLAND DEVELOPMENT CORP.

(A Development Stage Company)

Balance Sheets

(Expressed in U.S. dollars)

(unaudited)



 

June 30,

2012

$

March 31,

2012

$

 



ASSETS



 



Current Assets



 



Cash

4,174

12,076

 



Total Assets

4,174

12,076

 



LIABILITIES AND STOCKHOLDERS’ DEFICIT



 



Current Liabilities



 



Accounts payable

38,000

35,403

Accrued liabilities

13,404

11,599

Due to related parties

65,000

57,500

Notes payable – related

72,401

72,401

 



Total Liabilities

188,805

176,903

 



 



Stockholders’ Deficit



 



Preferred stock, 10,000,000 shares authorized, $0.001 par value;

nil shares issued and outstanding

 



Common stock, 250,000,000 shares authorized, $0.001 par value;

5,750,000 shares issued and outstanding

5,750

5,750

 



Additional paid-in capital

37,022

37,022

 



Deficit accumulated during the development stage

(227,403)

(207,599)

 



Total Stockholders’ Deficit

(185,631)

(164,827)

 



Total Liabilities and Stockholders’ Deficit

4,174

12,076


(The accompanying notes are an integral part of these financial statements)





4



HARBOR ISLAND DEVELOPMENT CORP.

(A Development Stage Company)

Statements of Operations

(Expressed in U.S. dollars)

(unaudited)




Three months

ended June 30,

2012

$

Three months

ended June 30,

2011

$

Accumulated from March 19, 2010 (date of inception) to June 30,

2012

$

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

General and administrative

295

22,800

Management fees

7,500

7,500

70,000

Professional fees

10,500

14,500

121,200

 

 

 

 

Total Operating Expenses

18,000

22,295

214,000

 

 

 

 

Loss from Operations

(18,000)

(22,295)

(214,000)

 

 

 

 

Other Expense

 

 

 

 

 

 

 

Interest expense

(1,804)

(1,559)

(13,403)

 

 

 

 

Net loss

(19,804)

(23,854)

(227,403)

 

 

 

 

Net loss per share, basic and diluted

 

 

 

 

 

Weighted average number of shares outstanding

5,750,000

5,000,000

 


(The accompanying notes are an integral part of these financial statements)





5



HARBOR ISLAND DEVELOPMENT CORP.

(A Development Stage Company)

Statements of Cash Flows

(Expressed in U.S. dollars)

(unaudited)



 

Three months

ended June 30,

2012

$

Three months

ended June 30,

2011

$

Accumulated from

March 19, 2010

(Date of Inception)

to June 30,

2012

$

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net loss for the period

 (19,804)

 (23,854)

 (227,403)

 

 

 

 

Adjustments to reconcile net loss for non-cash items relating to operating activities:

 

 

 

 

 

 

 

Shares issued for management fees

 –

 –

 5,000

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

Accounts payable and accrued liabilities

 4,402

 13,309

 51,404

Due to related parties

 7,500

 7,500

 65,000

 

 

 

 

Net cash used in operating activities

 (7,902)

 (3,045)

 (105,999)


 

 

 

Financing Activities

 

 

 

 

 

 

 

Proceeds from notes payable

 –

 5,000

 72,401

Proceeds from issuance of common shares

 –

 –

 37,772

 

 

 

 

Net cash provided by financing activities

 –

 5,000

 110,173

 

 

 

 

Increase (decrease) in cash

 (7,902)

 1,955

 4,174

 

 

 

 

Cash, beginning of period

 12,076

 242

 –

 

 

 

 

Cash, end of period

 4,174

 2,197

 4,174

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

Interest paid

 –

 –

 –

Income taxes paid

 –

 –

 –

 

 

 

 


(The accompanying notes are an integral part of these financial statements)





6




HARBOR ISLAND DEVELOPMENT CORP.

(A Development Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)

(unaudited)


1.

Nature of Operations and Continuance of Business


Harbor Island Development Corp. (the “Company”) was incorporated in the State of Nevada on March 19, 2010. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s principal business is the retail of beach and island resort apparel.  


These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at June 30, 2012, the Company has not generated revenues, and has a working capital deficit and accumulated losses totaling $227,403 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


The Company currently has no revenues and must rely on the debt and/or equity financing to fund operations. The Company will require significant additional financings in order to pursue future operations. There is no assurance that the Company will be able to obtain the necessary financings to complete its objectives.


2.

Summary of Significant Accounting Policies


a)

Basis of Presentation


These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is March 31.  


b)

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 Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.


c)

Cash and Cash Equivalents


The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.




7




HARBOR ISLAND DEVELOPMENT CORP.

(A Development Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)

(unaudited)


2.

Summary of Significant Accounting Policies (continued)


a)

Financial Instruments


Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:


Level 1


Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


Level 2


Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.


Level 3


Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, amounts due to related parties, and notes payable.  Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.


e)

Loss Per Share


The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 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 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 using the treasury stock method and convertible preferred stock using the if-converted method. In computing 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.


f)

Comprehensive Income


ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2012, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.




8




HARBOR ISLAND DEVELOPMENT CORP.

(A Development Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)

(unaudited)


2.

Summary of Significant Accounting Policies (continued)


g)

Foreign Currency Translation


Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into United States dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income.


h)

Stock-based Compensation


The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.


i)

Recent Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


3.

Notes Payable


a)

As of June 30, 2012, the Company had an outstanding note payable of $9,994 (March 31, 2012 - $9,994) to the President and Director of the Company.  Under the terms of the note, the amount owing is unsecured, due interest at 10% per annum and due on demand.  As at June 30, 2012, accrued interest of $1,947 (March 31, 2012 - $1,698) has been recorded in accrued liabilities.


b)

As of June 30, 2012, the Company had outstanding note payables of $62,407 (March 31, 2012 - $62,407) to related parties.  Under the terms of the notes, the amounts owing are unsecured, due interest at 10% per annum and due on demand.  As at June 30, 2012, accrued interest of $11,457 (March 31, 2012 - $9,901) has been recorded in accrued liabilities.


4.

Related Party Transactions


a)

As at June 30, 2012, the Company owes $65,000 (March 31, 2012- $57,500) to the President and Director of the Company for management fees.  The amounts owing are unsecured, non-interest bearing, and due on demand.  


b)

During the period ended June 30, 2012, the Company incurred $7,500 (June 30, 2011 - $7,500) of management fees to the President and Director of the Company.  


5.

Subsequent Events


As of the date of the financial statements, the Company did not have any material reportable events with the exception of the following:


On July 3, 2012, the President and Director of the Company returned 3,500,000 common shares to treasury for no consideration. The common shares were cancelled upon return to treasury.




9




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


FORWARD-LOOKING STATEMENTS


This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.


RESULTS OF OPERATIONS


Working Capital


  

June 30,

March 31,

  

2012

$

2012

$

Current Assets

4,174

12,076

Current Liabilities

188,805

176,903

Working Capital (Deficit)

(184,631)

(164,827)


Cash Flows


  

Three months ended June 30,

2012

$

Three months ended June 30,

2011

$

Cash Flows from (used in) Operating Activities

(7,902)

(3,045)

Cash Flows from (used in) Financing Activities

-

5,000

Net Increase (decrease) in Cash During Period

(7,902)

1,955


Operating Revenues


During the period from March 19, 2010 (date of inception) to June 30, 2012, the Company did not recognize any operating revenues.


Operating Expenses and Net Loss


During the three months ended June 30, 2012, the Company incurred operating expenses of $18,000 compared to $22,295 during the three months ended June 30, 2011.  The decrease in operating expenses were attributed to $4,000 decrease in professional fees relating to lower legal fees as the Company had less operating and financing transactions compared to prior year, as well as a decrease in general and administrative expense of $295.    


During the three months ended June 30, 2012, the Company incurred a net loss of $19,804 compared with a net loss of $23,854 during the three months ended June 30, 2011.  In addition to operating expenses, the Company incurred interest expense of $1,804 for interest incurred on notes payable owing to the President and Director of the Company and a related party to the Company totaling $72,401 which is unsecured, due interest at 10% per annum, and is due on demand.  Net loss per share for the periods ended June 30, 2012 and 2011 were $nil per share.  




10




Liquidity and Capital Resources


As at June 30, 2012, the Company’s cash and total asset balance was $4,174 compared to $12,076 at March 31, 2012. The decrease in total assets were due to the use of cash during the period as the Company did not raise any new financing during the period.  


As at June 30, 2012, the Company had total liabilities of $188,805 compared with $176,903 at March 31, 2012.  The increase in total liabilities was due to the fact that the Company had limited cash flows to settle outstanding obligations as they became due.  This included an increase of $2,597 of accounts payable for outstanding professional fees, $1,805 increase in accrued liabilities for unpaid interest expense incurred on the outstanding notes payable, and $7,500 increase in amounts due to related parties for unpaid management fees incurred at a rate of $2,500 per month.  


As at June 30, 2012, the Company had a working capital deficit of $185,631 compared with a working capital deficit of $164,827 as at March 31, 2012.  The increase in working capital deficit was attributed to increase in liabilities due to lack of sufficient cash flow to repay obligations.  


Cashflow from Operating Activities


During the three months ended June 30, 2012, the Company used $7,902 of cash for operating activities compared to the use of $3,045 of cash for operating activities during the three months ended June 30, 2011. Then increase in cash used for operating activities is due to the fact that the Company did not raise new financing and used existing cash amounts to settle outstanding obligations.  


Cashflow from Financing Activities


During the three months ended June 30, 2012, the Company received $nil of cash from financing activities compared to proceeds of $5,000 for the three months ended June 30, 2011.  During the current period, the Company did not raise any new financing whereas in the prior year, the Company received $5,000 from the issuance of notes payable to a related party, which is unsecured, due interest at 10% per annum, and is due on demand.  

 

Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.


Future Financings


We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.


Off-Balance Sheet Arrangements


We have no significant 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 that are material to stockholders.


Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.




11




We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

 

Recently Issued Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 4.  CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2012, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on July 16, 2012, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

 

Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.




12




PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS


We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


ITEM 1A.  RISK FACTORS


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


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


1.

Quarterly Issuances:


During the period ended December 31, 2011, the Company issued 750,000 common shares at $0.05 per share


2.

Subsequent Issuances:


Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4.   [REMOVED AND RESERVED]


ITEM 5.  OTHER INFORMATION


None.




13




ITEM 6.  EXHIBITS


 

 

 

Exhibit Number

Description of Exhibit

Filing

3.01

Articles of Incorporation

Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1.

3.02

Bylaws

Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1.

10.01

Management Agreement between the Company and Donald Ross dated April 26, 2010

Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1.

10.02

Non-Exclusive Distributor Agreement between the Company and Island Stuff USA dated March 12, 2010

Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1.

10.03

Promissory Note issued to Alpha Eagle Development Limited dated April 23, 2010

Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1.

10.04

Promissory Note issued to Steve Ross dated April 23, 2010

Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1.

10.05

Amended Non-Exclusive Distributor Agreement between the Company and Island Stuff USA dated July 27, 2010

Filed with the SEC on July 30, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.06

Consulting Agreement between the Company and Voltaire Gomez dated September 23, 2010

Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.07

Amended Management Agreement between the Company and Donald Ross dated November 3, 2010

Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.08

Promissory Note issued to Steve Ross dated November 3, 2010

Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A

10.09

Promissory Note issued to Steve Ross dated November 3, 2010

Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.10

Promissory Note issued to Steve Ross dated November 3, 2010

Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.11

Amended Promissory Note issued to Steve Ross dated November 3, 2010

Filed with the SEC on November 30, 2010 as part of our Amended Registration Statement on Form S-1/A.

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.

31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

101.INS*

XBRL Instance Document

Filed herewith.

101.SCH*

XBRL Taxonomy Extension Schema Document

Filed herewith.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith.

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

Filed herewith.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith.


*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.




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SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

 

  

  

HARBOR ISLAND DEVELOPMENT CORP.

 

 

 

Dated:     August 10, 2012

 

/s/ Donald Ross              

  

  

DONALD ROSS

  

  

Its:   President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer



In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

  

 

 

Dated:     August 10, 2012

/s/ Donald Ross               

 

By:  DONALD ROSS

Its:  Director




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