Nevada
|
86-0776876
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
Number)
|
|
3155
East Patrick Lane, Suite 1
Las
Vegas, Nevada 89120
|
||
(Address
of principal executive offices)
|
||
(702)
492-9413
|
||
Issuer’s
telephone number:
|
PART
I
|
||
ITEM 1.
|
FINANCIAL
STATEMENTS
|
1
|
ITEM 2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|
9
|
ITEM 3.
|
CONTROLS
AND PROCEDURES
|
12
|
PART
II
|
||
ITEM 1.
|
LEGAL
PROCEEDINGS
|
12
|
ITEM 2.
|
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
12
|
ITEM 3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
12
|
ITEM 4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
12
|
ITEM 5.
|
OTHER
INFORMATION
|
12
|
EXHIBITS
|
12
|
September 30,
|
December 31,
|
||||||
2007
|
2006
|
||||||
Assets
|
|||||||
Current
Assets
|
|||||||
Cash
|
$
|
-
|
$
|
-
|
|||
Accounts
Receivable
|
-
|
-
|
|||||
Inventories
|
-
|
-
|
|||||
Prepaid
Expenses & Other Assets
|
-
|
-
|
|||||
Total
Current Assets
|
-
|
-
|
|||||
Property
& Equipment, Net
|
-
|
-
|
|||||
Goodwill
|
-
|
-
|
|||||
Deposits
|
-
|
-
|
|||||
Total
Assets
|
$
|
-
|
$
|
-
|
|||
Liabilities
& Stockholders' Equity (Deficit)
|
|||||||
Current
Liabilities
|
|||||||
Accounts
Payable & Accrued Expenses
|
$
|
82,500
|
$
|
37,500
|
|||
Accrued
Custodian Compensation
|
32,400
|
21,600
|
|||||
Accrued
Interest Expense
|
13,821
|
8,859
|
|||||
Convertible
Note Payable
|
75,000
|
75,000
|
|||||
Total
Current Liabilities
|
203,721
|
142,959
|
|||||
Commitments
& Contingencies
|
-
|
-
|
|||||
Stockholders'
Equity (Deficit)
|
|||||||
Common
Stock
|
119
|
119
|
|||||
Additional
Paid-in Capital
|
12,598,687
|
12,598,687
|
|||||
Accumulated
Deficit
|
(12,802,527
|
)
|
(12,741,765
|
)
|
|||
Total
Stockholders' Equity (Deficit)
|
(203,721
|
)
|
(142,959
|
)
|
|||
Total
Liabilities & Stockholders' Equity (Deficit)
|
$
|
-
|
$
|
-
|
For the Three Months
Ended
|
For the Three Months
Ended
|
For the Nine Months
Ended
|
For the Nine Months
Ended
|
||||||||||
September 30,
|
September 30,
|
September 30,
|
September 30,
|
||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Sales,
net
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||
Cost
of Good Sold
|
-
|
-
|
-
|
-
|
|||||||||
Gross
Profit
|
-
|
-
|
-
|
-
|
|||||||||
Operating
Expenses
|
|||||||||||||
Selling,
General and Administrative
|
11,100
|
3,600
|
55,800
|
10,800
|
|||||||||
Research
and Development
|
-
|
-
|
-
|
-
|
|||||||||
Total
Operating Expenses
|
11,100
|
3,600
|
55,800
|
10,800
|
|||||||||
Income
(Loss) from Operations
|
(11,100
|
)
|
(3,600
|
)
|
(55,800
|
)
|
(10,800
|
)
|
|||||
Other
Income (Expense)
|
|||||||||||||
Interest
Expense
|
1,654
|
1,549
|
4,962
|
4,647
|
|||||||||
Total
Other Income (Expense)
|
1,654
|
1,549
|
4,962
|
4,647
|
|||||||||
Income
(Loss) Before Income Taxes
|
(12,754
|
)
|
(5,149
|
)
|
(60,762
|
)
|
(15,447
|
)
|
|||||
Provision
for Income Taxes
|
-
|
-
|
-
|
-
|
|||||||||
Net
Income (Loss)
|
$
|
(12,754
|
)
|
$
|
(5,149
|
)
|
$
|
(60,762
|
)
|
$
|
(15,447
|
)
|
|
Income
(Loss) Per Share-Basic & Diluted
|
$
|
(0.11
|
)
|
$
|
(0.04
|
)
|
$
|
(0.51
|
)
|
$
|
(0.13
|
)
|
|
Weighted
Average Number of Shares
|
118,500
|
118,500
|
118,500
|
118,500
|
For the Nine Months
Ended
|
For the Nine Months
Ended
|
||||||
September 30,
|
September 30,
|
||||||
2007
|
2006
|
||||||
Cash
Flows from Operating Activities
|
|||||||
Net
Loss
|
$
|
(60,762
|
)
|
$
|
(15,447
|
)
|
|
|
|||||||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|||||||
Common
Stock Issued for Services
|
-
|
-
|
|||||
Depreciation
& Amortization
|
-
|
-
|
|||||
|
|||||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
Receivable
|
-
|
-
|
|||||
Inventories
|
-
|
-
|
|||||
Prepaid
Expenses & Other Assets
|
-
|
-
|
|||||
Deposits
|
-
|
-
|
|||||
Accounts
Payable and Accrued Expenses
|
45,000
|
-
|
|||||
Accrued
Custodian Compensation
|
10,800
|
10,800
|
|||||
Accrued
Interest
|
4,962
|
4,647
|
|||||
Total
adjustments
|
60,762
|
15,447
|
|||||
|
|||||||
Net
Cash Used in Operating Activities
|
-
|
-
|
|||||
|
|||||||
Cash
Flows from Investing Activities
|
|||||||
Purchase
of Property and Equipment
|
-
|
-
|
|||||
|
|||||||
Net
Cash Used in Investing Activities
|
-
|
-
|
|||||
|
|||||||
Cash
Flows from Financing Activities
|
|||||||
Stock
Issued for Cash
|
-
|
-
|
|||||
Proceeds
from Convertible Notes
|
-
|
-
|
|||||
|
|||||||
Net
Cash Provided by Financing Activities
|
-
|
-
|
|||||
|
|||||||
Net
Increase (Decrease) in Cash
|
-
|
-
|
|||||
|
|||||||
Cash
Beginning of Period
|
-
|
-
|
|||||
|
|||||||
Cash
at End of Period
|
$
|
-
|
$
|
-
|
|||
|
|||||||
Supplemental
Disclosure of Cash Flow Information:
|
|||||||
Cash
Paid during the period for interest
|
$
|
-
|
$
|
-
|
|||
|
|||||||
Supplemental
Disclosure of Non-Cash Items:
|
|||||||
Common
Stock Issued for Services
|
$
|
-
|
$
|
-
|
September 30,
|
December 31,
|
||||||
Description
|
2007
|
2006
|
|||||
Accrued
Stock Transfer Agent Fees
|
27,500
|
20,000
|
|||||
Accrued
Audit Expenses
|
15,000
|
7,500
|
|||||
Accrued
SEC Filing Fees
|
25,000
|
10,000
|
|||||
Accrued
Proxy Mailing Expenses
|
15,000
|
-
|
|||||
Total
Accrued Expenses
|
$
|
82,500
|
$
|
37,500
|
September 30,
|
December 31,
|
||||||
2007
|
2006
|
||||||
Deferred
Tax Asset:
|
|||||||
Net
Operating Loss Carryforward
|
$
|
(12,802,527
|
)
|
$
|
(12,741,765
|
)
|
|
Valuation
Allowance
|
(12,802,527
|
)
|
(12,741,765
|
)
|
|||
Net
Deferred Tax Asset
|
$
|
-
|
$
|
-
|
September 30,
|
December 31,
|
||||||
2007
|
2006
|
||||||
Statutory
Federal Tax (Benefit) Rate
|
-34.00
|
%
|
-34.00
|
%
|
|||
Statutory
State Tax (Benefit) Rate
|
-5.83
|
%
|
0.00
|
%
|
|||
Effective
Tax (Benefit) Rate
|
-39.83
|
%
|
-34.00
|
%
|
|||
Valuation
Allowance
|
39.83
|
%
|
34.00
|
%
|
|||
Effective
Income Tax
|
0.00
|
%
|
0.00
|
%
|
31
|
Rule
13a-14(a) Certification, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 *
|
|
32
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002*
|
FERIS INTERNATIONAL, INC. | ||
Date: December 26, 2007 |
By:
|
/s/
PATRICIA
LINSON
|
Patricia
Linson
|
||
President
|
1.
|
I
have reviewed this report on Form 10-QSB of Feris International,
Inc.
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
small
business issuer as of, and for, the periods presented in this
report;
|
4.
|
The
small business issuer’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the small business issuer,
including
its consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report is
being
prepared;
|
(b)
|
Evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of
the period covered by this report based on such evaluation;
and
|
(c)
|
Disclosed
in this report any change in the small business issuer’s internal control
over financial reporting that occurred during the small business
issuer’s
most recent fiscal quarter (the small business issuer’s fourth fiscal
quarter in the case of an annual report) that has materially affected,
or
is reasonably likely to materially affect, the small business issuer’s
internal control over financial reporting;
and
|
5.
|
The
small business issuer’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer’s auditors and the audit committee
of small business issuer’s board of directors (or persons performing the
equivalent functions):
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer’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 small business issuer’s
internal control over financial
reporting.
|
Date:
December 26, 2007
|
By:
|
/s/ PATRICIA LINSON | |
Name:
Patricia Linson
|
|||
Title:
President
|
Date:
December 26, 2007
|
By:
|
/s/
PATRICIA
LINSON
|
|
Name:
Patricia Linson
|
|||
Title:
President
|