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 AUGUST 31, 2014
Commission file number 333-189762
OVATION RESEARCH, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
5635 N. Scottsdale Road, Suite 130, Scottsdale, AZ 85250
(Address of principal executive offices, including zip code.)
(480) 725-9060
(Telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 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 x 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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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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
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 5,000,000 shares as of October 29, 2014.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| OVATION RESEARCH INC. | ||
| (A Development Stage Company) | ||
| Balance Sheets |
| August 31, 2014 | May 31, 2014 | |||||||
| (Unaudited) | (Audited) | |||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 508 | $ | 1,516 | ||||
| TOTAL CURRENT ASSETS | $ | 508 | $ | 1,516 | ||||
| FIXED ASSETS | ||||||||
| Furniture and Equipment | $ | 2,950 | $ | 2,950 | ||||
| Accumulated Depreciation | $ | (386 | ) | $ | (281 | ) | ||
| Warehouse | $ | 23,600 | $ | 23,600 | ||||
| Accumulated Depreciation | $ | (295 | ) | $ | (148 | ) | ||
| TOTAL FIXED ASSETS | $ | 25,869 | $ | 26,122 | ||||
| TOTAL ASSETS | $ | 26,376 | $ | 27,638 | ||||
| LIABILITIES | ||||||||
| Current Liabilities: | ||||||||
| Accounts Payable |
$ |
- |
$ |
- | ||||
| Loan Payable - Related Party | $ | 2,327 | $ | 2,327 | ||||
| TOTAL LIABILITIES | $ | 2,327 | $ | 2,327 | ||||
| STOCKHOLDERS' EQUITY | ||||||||
| Common stock: authorized 75,000,000; $0.001 par value; | ||||||||
| 5,000,000 shares issued and outstanding at | ||||||||
| August 31, 2014 and August 31, 2013 | $ | 5,000 | $ | 5,000 | ||||
| Additional Paid in Capital | $ | 39,000 | $ | 39,000 | ||||
| Deficit accumulated during the development stage | $ | (19,951 | ) | $ | (18,689 | ) | ||
| Total Stockholders' Equity | $ | 24,049 | $ | 25,311 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 26,376 | $ | 27,638 | ||||
The accompanying notes are an integral part of these financial statements
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| OVATION RESEARCH INC. | ||||
| (A Development Stage Company) | ||||
| Statements of Operations | ||||
| (Unudited) |
| The Three Months Ended August 31, 2014 | The Three Months Ended August 31, 2013 | From Inception (December 28, 2012) to August 31, 2014 | ||||||||||
| REVENUES | ||||||||||||
| Sales | $ | 17,045 | $ | 9,450 | $ | 103,010 | ||||||
| Total Income | $ | 17,045 | $ | 9,450 | $ | 103,010 | ||||||
| Cost of Goods Sold | ||||||||||||
| Commissions |
$ |
- |
$ |
- | $ | 6,855 | ||||||
| Merchandise | $ | 15,695 | $ | 6,900 | $ | 69,285 | ||||||
| Total Cost of Goods Sold | $ | 15,695 | $ | 6,900 | $ | 76,140 | ||||||
| Gross Profit | $ | 1,350 | $ | 2,550 | $ | 26,870 | ||||||
| Operating Expenses | ||||||||||||
| General and Administrative | $ | 2,359 | $ | 4,881 | $ | 46,139 | ||||||
| Depreciation & Amortization | $ | 253 |
$ |
- | $ | 681 | ||||||
| Total Expenses | $ | 2,612 | $ | 4,881 | $ | 46,821 | ||||||
| Net Income | $ | (1,262 | ) | $ | (2,331 | ) | $ | (19,951 | ) | |||
| Net loss per share: | ||||||||||||
| Basic and diluted | $ | (0.0003 | ) | $ | (0.0005 | ) | $ | (0.0040 | ) | |||
| Weighted average number of Common shares outstanding: | ||||||||||||
| Basic and diluted | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||
The accompanying notes are an integral part of these financial statements
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| OVATION RESEARCH INC. | |||
| (A Development Stage Company) | |||
| Statements of Cash Flows |
| For the Three Months Ended August 31, 2014 | For the Three Months Ended August 31, 2013 | From Inception (December 28, 2012) to August 31, 2014 | ||||||||||
| Operating activities: | ||||||||||||
| Net loss | $ | (1,262 | ) | $ | (2,331 | ) | $ | (19,951 | ) | |||
| Adjustment to reconcile net loss to net cash provided by operations: | ||||||||||||
| Loan Payable - Related Party |
$ |
- | $ | 907 | $ | 2,327 | ||||||
| Depreciation | $ | 253 | - | 681 | ||||||||
| Net cash provided by operating activities | $ | (1,009 | ) | $ | (1,424 | ) | $ | (16,942 | ) | |||
| Financing activities: | ||||||||||||
| Proceeds from issuance of common stock |
$ |
- |
$ |
- | $ | 5,000 | ||||||
| Proceeds from Additional Paid In Capital |
$ |
- |
$ |
- |
$ |
39,000 | ||||||
| Proceeds from Shareholder Loan |
$ |
- |
$ |
- |
$ |
- | ||||||
| Net cash provided by financing activities |
$ |
- |
$ |
- | $ | 44,000 | ||||||
| Investing activities: | ||||||||||||
| Furniture and Equipment |
$ |
- |
$ |
- |
$ |
(2,950 | ) | |||||
| Warehouse |
$ |
- |
$ |
- |
$ |
(23,600 | ) | |||||
| Net cash provided by investing activities |
$ |
- |
$ |
- |
$ |
(26,550 | ) | |||||
| Net increase in cash | $ | (1,009 | ) | $ | (1,424 | ) | $ | 508 | ||||
| Cash, beginning of period | $ | 1,516 | $ | 4,057 |
$ |
- | ||||||
| Cash, end of period | $ | 508 | $ | 2,633 | $ | 508 | ||||||
The accompanying notes are an integral part of these financial statements
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OVATION RESEARCH, INC.
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2014
Note 1: Interim Reporting
The unaudited condensed consolidated financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented. All adjustments are of a normal recurring nature. These interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s audited consolidated financial statements for the fiscal year ended May 31, 2014. The Company assumes that the users of the interim consolidated financial information herein have read or have access to the audited financial statements for the preceding fiscal period and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s audited consolidated financial statements for the fiscal year ended May 31, 2014, have been omitted. The results of operations for the three-month period ended August 31, 2014 are not necessarily indicative of results for the entire year ending May 31, 2015.
Note 2: Organization and Basis of Presentation
Ovation Research, Inc. (the “Company”) is a for profit corporation established under the corporation laws in the State of Nevada, United States of America on December 28, 2012.
The Company is in the development phase and intends to distribute Stainless Steel Cookware produced in China. As such, the Company is subject to all risks inherent to the establishment of a start-up business enterprise.
Unless the context otherwise requires, all references to “Ovation Research,” “we,” “us,” “our” or the “company” are to Ovation Research, Inc. and any subsidiaries.
Note 3: Summary of Significant Accounting Policies
The financial statements of the Company are presented on the accrual basis. The significant accounting policies followed are described below to enhance the usefulness of the financial statements to the reader.
The preparation of financial statements is in conformity with accounting principles generally accepted in the United States of America. This requires management to make estimates and assumptions that affect the reported amounts and disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents are comprised of highly liquid investments with original maturity dates of less than three months that are not reported as investments.
Management believes it is not exposed to any significant credit risk on cash and cash equivalents.
Fair Value of Financial Instruments
Effective July 1, 2009, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements (ASC 820). ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
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OVATION RESEARCH, INC.
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2014
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair market hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels based on the reliability of the inputs to determine the fair value:
Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions.
The Company’s financial instruments consist of cash, accounts payable and notes payable. The carrying amount of cash and accounts payable approximates fair value because of the short-term nature of these items. The fair value of the Company’s note payable approximates book value as of May 31, 2014.
We measure property, plant and equipment, at fair value on a nonrecurring basis.
Property, Improvements, and Depreciation
Property and equipment are stated at cost or estimated historical cost through appraisal. Betterments, renewals, and extraordinary repairs over $500 that extend the life of the assets are capitalized; other repairs and maintenance are expensed.
The cost and accumulated depreciation applicable to assets retired are removed from the accounts, and the gain or loss on disposition is recognized as other income or expense. Depreciation and amortization is computed on the straight line method over the applicable estimated depreciable life as follows:
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Depreciable Asset Class |
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Depreciable Life |
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Furniture and Fixtures |
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7-Years |
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Foreign Commercial Real Estate |
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40-Years |
Revenue Recognition
Revenue is recognized upon shipment, FOB dock.
Note 4: Recent Accounting Pronouncements
The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the Company’s financial statements.
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OVATION RESEARCH, INC.
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2014
Note 5: Property and Equipment
Property and equipment consist of:
| August 31, 2014 |
May 31, 2014 |
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Facilities |
$ |
23,600 |
$ |
23,600 |
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Furniture & Equipment |
$ |
2,950 |
$ |
2,950 |
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$ |
26,550 |
$ |
26,550 |
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Less: Accumulated Depreciation |
$ |
(681 |
) |
$ |
(428 |
) |
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$ |
25,869 |
$ |
26,122 |
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Depreciation expense incurred during the three months ended August 31, 2014 and 2013 was $253 and $0 respectively.
Note 6: Concentrations
Initial sales are concentrated with multiple distributors.
Sales are made without collateral and the credit-related losses are insignificant or non-existent. Accordingly, there is no provision made to include an allowance for doubtful accounts.
Note 7: Legal Matters
The Company has no known legal issues pending.
Note 8: Debt
As of August 31, 2014, $2,327 is owed to Valeria Bulkina, CEO, from funds loaned by her to the Company. The loans are non-interest bearing with no specific repayment terms.
Note 9: Capital Stock
On December 28, 2012 the Company authorized 75,000,000 shares of commons stock with a par value of $0.001 per share.
On May 24, 2013 the Company issued 4,000,000 shares of common stock for a purchase price of $0.001 per share to its sole director. The Company received aggregate gross proceeds of $4,000.00.
On January 28, 2014 the Company issued 399,630 shares of common stock for a purchase price of $0.001 per share to its sole director. The Company received aggregate gross proceeds of $399.63.
On February 7, 2014 the Company issued 600,370 shares of common stock for a purchase price of $0.001 per share to its sole director. The Company received aggregate gross proceeds of $600.37.
As of August 31, 2014 there were no outstanding stock options or warrants.
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OVATION RESEARCH, INC.
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2014
Note 10: Income Taxes
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
Note 11: Related Party Transactions
The Company neither owns nor leases any real or personal property. The director of the Company provides office space and services free of charge. The Company's sole officer and director is involved in other business activities and may in the future, become involved in other business opportunities as they become available.
The Company has a related party transaction involving its sole shareholder. The nature and details of the transaction are described in Note 8.
Note 12: Subsequent Events
The Company has evaluated events subsequent through the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued.
Based upon this evaluation, it was determined that disclosure of a potential loss of the warehouse facilities may occur in the coming months due to a forfeiture of the facility and equipment to the Russian government is warranted.
Note 13: Going Concern
The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.
For the three months ended August 31, 2014, the Company had an accumulated deficit of $19,951. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to generate sufficient revenues to operate profitably or raise additional capital through debt financing and/or through sales of common stock.
The failure to achieve the necessary levels of profitability or obtain the additional funding would be detrimental to the Company.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Forward Looking Statements
This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.
Results of Operations
We are still in our development stage and have generated $103,010 in revenues to date.
We generated $17,045 in revenue for the three-month period ended August 31, 2014. For the same three-month period, we had gross profit of $1,350 and operating expenses of $2,612. This resulted in a net loss of $1,262 for the three-month period ended August 31, 2014.
We generated revenues of $103,010 with $76,140 in cost of sales resulting in a gross profit of $26,870 for the period from inception (December 28. 2012) through August 31, 2014. Our general and administrative expenses for the same period were $46,821 resulting in a net loss of $19,951.
We received our initial funding of $4,000 through the sale of common stock to Valeria Bulkina who purchased 4,000,000 shares of our common stock at $0.001 per share in May, 2013.
During the months of January and February 2014 the Company issued a total of 1,000,000 shares of common stock, pursuant to the Company’s Registration Statement on Form S-1, for cash in the amount of $0.04 per share for a total of $40,000.
Liquidity and Capital Resources
The Company had $508 in cash at August 31, 2014, and there were outstanding liabilities of $2,327. Total assets were $26,376. The Company now has a source of liquidity and capital pursuant to that Contribution Agreement dated September 30, 2014 between the Company and New Compendium Corporation. Although, New Compendium Corporation is the majority shareholder of the Company, it has no continuing obligation to invest additional capital or provide any loans to the Company apart from the above referenced agreement. The Company will likely need additional capital to fund its operations within the next 12 months.
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Plan of Operation
We are a development stage company and had generated $103,010 in revenue from inception (December 28, 2012) through August 31, 2014. During that period, the Company has incurred accumulated net losses of $19,951. As of August 31, 2014, we had total assets of $26,376 and total liabilities of $2,327. Based on our financial history since inception, our independent auditor has expressed substantial doubt as to our ability to continue as a going concern.
The Company is in the development phase and intends to distribute Stainless Steel Cookware. In addition, the Company has begun to explore new lines of business. Including the importation of additional products from China and the acquisition of intellectual property and other valuable assets. Due to this diversified approach to the business, the Company changed its name with the Nevada Secretary of State to Weed Growth Fund, Inc. and we are in the process of finalizing that name change. We are optimistic in the Company’s ability to seek new investment dollars and to grow the Company with a diversified approach. However, the Company is still a development phase company. As such, the Company is subject to all risks inherent to the establishment of a start-up business enterprise.
The Company recently entered into a Contribution Agreement with its majority shareholder, New Compendium Corporation (“NCC”), to contribute cash and stock to the Company in exchange for this issuance an additional 5,000,000 shares to NCC as disclosed in Form 8-K dated September 11, 2014. The Company has received $100,000 in cash from NCC, but has yet to receive all of the additional assets to be received under the Contribution Agreement. The Company has not yet issued the additional 5,000,000 shares to NCC as contemplated by the Contribution Agreement.
General administrative costs
Our general administrative expenses have increased substantially since the end of this reporting period. Monthly general administrative costs are expected to be $22,000 per month, consisting of officers and employees salaries, rent, accounting and miscellaneous office expense.
If we are unable to continue to attract customers or monetize on contributed or acquired assets, we may have to suspend or cease operations. If we cease operations we likely will dissolve and file for bankruptcy and shareholders would lose their entire investment in our company.
Facilities
On September 15, 2014, our business address changed from 15 Miller Street, Suite 2, Birobidjan, Russia, 679016 to 5635 N. Scottsdale Rd, Suite 130, Scottsdale, AZ 85250. Our telephone number is now (480) 725-9060. Our office location provided to us on a month to month basis at the rate of $1,750 per month. Management believes this location is sufficient for its needs for at least the next 6 months.
The Company was alerted by its former management that the 3,000 sq. ft. warehouse it owned in Russia may be forfeited to the Russian government in the near future. However, the Company has no specifics or documentation regarding such action. The Company will continue to investigate this development.
Employees
We have three employees as of the date of this report. Eric Miller is our sole director, President and Secretary, Jon McGee is our Treasurer and we have one additional employee. As our business and operations increase, we plan to hire additional management and administrative support personnel.
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Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have only begun to generate revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in products.
To become profitable and competitive, we will need to realize continued revenue from our product sales. If we do not realize revenues we believe that our current cash balance will allow us to operate for approximately four months.
Off-Balance Sheet Arrangements
We do 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 that is material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
None
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of August 31, 2014.
Based on that evaluation, management concluded, as of the end of the period covered by this report, that disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the time periods specified by the SEC due to a weakness in our controls associated with the recent change in management of the Company and the lack of relevant information available regarding the reporting period ending August 31, 2014 (including the nature of such controls). However, our management believes that the Company’s disclosure controls and procedures going forward will be effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Changes in Internal Controls over Financial Reporting
Except as described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended August 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION.
The Company understands that its 3,000 sq. ft warehouse located in Russia may be forfeited to the Russian government as discussed in Item 2 – Facilities, above.
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ITEM 6. EXHIBITS.
The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 333-189762, at the SEC website at www.sec.gov:
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Exhibit No. |
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Description |
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3.1 |
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Articles of Incorporation* |
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3.2 |
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Bylaws* |
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31.1 |
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Sec. 302 Certification of Principal Executive Officer |
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31.2 |
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Sec. 302 Certification of Principal Chief Financial Officer |
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32.1 |
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Sec. 906 Certification of Principal Executive Officer |
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32.2 |
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Sec. 906 Certification of Chief Financial Officer |
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101 |
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Interactive data files pursuant to Rule 405 of Regulation S-T |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.
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Ovation Research, Inc. Registrant |
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| Date: November 4, 2014 | By: | /s/ Eric Miller | |
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Eric Miller |
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Chief Executive Officer and Sole Director |
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EXHIBIT 31.1
CERTIFICATION
I, Eric Miller, certify that:
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I have reviewed this report on Form 10-Q of Ovation Research, Inc. |
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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; |
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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; |
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4. |
The registrant’s other certifying officer(s) 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 have: |
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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; |
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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; |
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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 |
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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; and |
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5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
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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 |
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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: November 4, 2014 | By: | /s/ Eric Miller | |
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Eric Miller |
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President & Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION
I, Jon McGee, certify that:
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1. |
I have reviewed this report on Form 10-Q of Ovation Research, Inc. |
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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; |
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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; |
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4. |
The registrant’s other certifying officer(s) 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 have: |
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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; |
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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; |
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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 |
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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; and |
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5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
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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 |
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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: November 4, 2014 | By: | /s/ Jon McGee | |
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Jon McGee |
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| Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Ovation Research, Inc. (the “Company”) on Form 10-Q for the period ending August 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric Miller, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 4th day of November, 2014.
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/s/ Eric Miller |
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Eric Miller |
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Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Ovation Research, Inc. (the “Company”) on Form 10-Q for the period ending August 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jon McGee, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 4th day of November, 2014.
| By: | /s/ Jon McGee | ||
| Jon McGee | |||
| Chief Financial Officer |
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Debt (Details Narrative) (USD $)
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3 Months Ended |
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Aug. 31, 2014
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| Debt Details Narrative | |
| Owned to related party | $ 2,327 |
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Recent Accounting Pronouncements
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3 Months Ended |
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Aug. 31, 2014
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| Notes to Financial Statements | |
| NOTE 3: Recent Accounting Pronouncements | The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the Company’s financial statements.
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