UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended
May 31, 2011
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
For the transition period from __________to __________
Commission file number
333-102945
JETBLACK CORP.
(Exact name
of small business issuer as specified in its charter)
Nevada
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98-0379431
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(State or other jurisdiction of incorporation or
organization)
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(IRS Employer Identification No.)
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Suite #219 10654 - 82 Avenue, Edmonton, Alberta T6E
2A7
(Address of principal executive offices)
780.710.9840
(Issuer's telephone number)
N/A
(Former name, former address and former
fiscal year, if changed since last report)
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 past 90 days. Yes
[X] No [ ]
Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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(Do not check if a smaller reporting
company)
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Smaller reporting company [X ]
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date
66,963,000 common
shares issued and outstanding as of July 20, 2011
Check whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). . Yes [ ] No [X]
JETBLACK CORP.
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(A DEVELOPMENT STAGE COMPANY)
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CONSOLIDATED BALANCE SHEETS
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May 31,
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August 31,
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2011
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2010
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$
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$
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(Unaudited)
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ASSETS
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CURRENT ASSETS
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Cash
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Total Current
Assets
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Total Assets
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LIABILITIES AND SHAREHOLDERS DEFICIT
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LIABILITIES
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CURRENT LIABILITIES
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Accounts payable and accrued liabilities
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15,854
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19,016
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Shareholder advance
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4,000
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4,000
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Total Current
Liabilities
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19,854
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23,016
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Total Liabilities
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19,854
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23,016
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SHAREHOLDERS DEFICIT
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Common stock, $.001 par value, 1,350,000,000
shares authorized,
66,963,000 and 152,612,700 shares
issued and outstanding on May
31, 2011 and August 31,
2010 respectively
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66,963
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152,613
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Additional paid in capital
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77,487
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(26,508
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)
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Subscription receivable
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(12,822
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)
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(12,822
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)
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Deficit accumulated during the development stage
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(151,482
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)
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(136,299
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)
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Total
Shareholders Deficit
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(19,854
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)
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(23,016
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)
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TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT
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See accompanying notes to consolidated financial statements.
JETBLACK CORP.
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(A DEVELOPMENT STAGE COMPANY)
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CONSOLIDATED STATEMENTS OF OPERATIONS
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Three and Nine Months Ended May 31, 2011 and 2010
and
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the Period from April 17, 2002 (Inception) through May
31, 2011
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(Unaudited)
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Three Months
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Three Months
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Nine Months
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Nine Months
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April 17, 2002
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Ended
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Ended
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Ended
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Ended
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(Inception) to
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May 31, 2011
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May 31, 2010
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May 31, 2011
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May 31, 2010
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May 31, 2011
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$
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$
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$
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$
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$
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REVENUE
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7,569
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COST OF GOODS SOLD
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(1,333
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)
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GROSS PROFIT
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6,236
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EXPENSES
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Inventory write-down
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1,800
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General and administrative
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2,556
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2,475
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15,183
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11,057
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155,918
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Total Expenses
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2,556
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2,475
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15,183
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11,057
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157,718
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Net Operating Loss
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(2,556
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)
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(2,475
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)
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(15,183
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)
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(11,057
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)
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(151,482
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)
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NET LOSS
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(2,556
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)
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(2,475
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)
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(15,183
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)
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(11,057
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)
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(151,482
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)
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NET PROFIT (LOSS) PER SHARE:
BASIC AND DILUTED
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(0.00
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)
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(0.00
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)
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(0.00
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)
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(0.00
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)
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WEIGHTED AVERAGE
SHARES
OUTSTANDING: BASIC AND DILUTED
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127,955,326
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152,612,700
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144,496,962
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152,030,282
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See accompanying notes to the consolidated financial
statements.
JETBLACK CORP.
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(A DEVELOPMENT STAGE COMPANY)
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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Nine Months Ended May 31, 2011 and 2010 and
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the Period from April 17, 2002 (Inception) through May
31, 2011
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(Unaudited)
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Nine Months
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Nine Months
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April 17, 2002
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Ended
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Ended
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(Inception) to
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May 31, 2011
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May 31, 2010
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May 31, 2011
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$
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(15,183
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)
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$
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(11,057
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)
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$
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(151,482
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)
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Adjustments to reconcile net loss to cash used by operating
activities:
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Common stock issued for
services
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655
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Impairment
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1,800
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Change in current assets and liabilities
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Inventory
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(1,800
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)
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Accounts payable and
accrued expenses
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(3,162
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)
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(302
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)
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15,854
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CASH FLOWS USED IN OPERATING ACTIVITIES
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(18,345
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)
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(11,359
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(134,973
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)
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Advances from shareholders
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4,000
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Proceeds from
issuance of common stock
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18,345
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25,000
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130,973
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CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
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18,345
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25,000
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134,973
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NET CHANGE IN CASH
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13,641
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Cash, beginning of period
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4
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Cash, end of period
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$
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$
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13,645
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$
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SUPPLEMENTAL CASH FLOW INFORMATION
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Interest paid
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$
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$
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$
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Income taxes paid
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$
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$
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$
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Non Cash Transaction
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Issuance of common stock for subscription receivable
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$
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$
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$
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12,822
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See accompanying notes to the consolidated financial
statements.
JETBLACK CORP.
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(A DEVELOPMENT STAGE COMPANY)
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Notes to the Consolidated Financial Statements
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(Unaudited)
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NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial
statements of Jetblack Corp. (the "Company") have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules of the Securities and Exchange Commission ("SEC"), and should be
read in conjunction with the audited financial statements and notes thereto
contained in the Company's Form 10-K. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements which would substantially
duplicate the disclosures contained in the audited financial statements for the
most recent fiscal year ended August 31, 2010 as reported in Form 10-K, have
been omitted.
NOTE 2 SHAREHOLDER ADVANCE
During the year ended August 31, 2009 Ms. Avila advanced $4,000
to the Company. There is no written loan agreement. Interest is accrued on these
advances at the rate of 10% per annum. As at May 31, 2011 the interest accrued
on the advances is $1,062. The advances and accrued interest are payable on
demand and unsecured.
NOTE 3 COMMON STOCK
During the year ended August 31, 2009, the Company subscribed
450,000 shares for cash proceeds of $15,000. The shares were issued in December
2010.
During the year ended August 31, 2010, the Company issued
1,500,000 common shares for a subscription of $25,000. As at August 31, 2010,
$12,178 was paid for the subscription and the remaining $12,822 is recorded as a
subscription receivable.
During the nine months ended May 31, 2011, the Company issued
227,900 common shares at $0.05 per share for gross proceeds of $11,395.
During the nine months ended May 31, 2011, the Company received
$6,950 in gross proceeds for 139,000 common shares subscribed at $0.05 per
share. These shares have not been issued.
On May 2, 2011, the new director and president of the Company
purchased 108,000,000 shares of the Companys common stock from the prior
director and president of the Company in a private, non-issuer transaction. As
at May 2, 2011, the purchased shares represented approximately 70% of the
Companys issued and outstanding common stock.
On May 4, 2011, the new director and president of the Company
returned 86,327,600 shares of the Companys common stock to treasury, as a
result of which he owns 21,672,400 common shares of the Company representing
approximately 32% of the Companys issued and outstanding shares of common
stock. The Company is currently evaluating if these change of control
transactions will impact the Companys ability to utilize the net operating loss
in the future.
Item 2. Management's Discussion and Analysis or Plan of
Operation.
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements as
that term is defined in the Private Securities Litigation Reform Act of 1995.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors", that may cause our or our industry's 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 these forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
Our financial statements are stated in United States Dollars
(US$) and are prepared in conformity with generally accepted accounting
principles in the United States of America for interim financial statements. The
following discussion should be read in conjunction with our financial statements
and the related notes that appear elsewhere in this quarterly report.
As used in this quarterly report, the terms "we", "us", "our
company", and "Jetblack" mean Jetblack Corp., unless otherwise indicated. All
dollar amounts refer to US dollars unless otherwise indicated.
General
Our Business General
We were incorporated on April 17, 2002, under the laws of the
State of Nevada. We have commenced limited operations, and have generated
revenue of $7,569 to date. We are still a development stage corporation. On
January 30, 2007, we approved a nine (9) for one (1) forward stock split of our
authorized, issued and outstanding shares of common stock. The Company amended
its Articles of Incorporation by the filing of a Certificate of Change with the
Nevada Secretary of State wherein it stated that it would issue nine shares for
every one share of common stock issued and outstanding immediately prior to the
effective date of the forward stock split. The change in the Articles of
Incorporation was effected with the Nevada Secretary of State on March 1, 2007.
As a result, the authorized capital of our company increased from 25,000,000 to
225,000,000 shares of common stock with a par value of $0.001.
Effective March 15, 2010, the Company changed its name from
Tortuga Mexican Imports Inc. to Jetblack Corp., by way of a merger with the
Companys wholly owned subsidiary Jetblack Corp., which was formed solely for
the change of name.
Effective March 15, 2010, the Company effected a six (6) for
one (1) new forward stock split of the Companys authorized and issued and
outstanding common stock. As a result, the Companys authorized capital
increased from 225,000,000 to 1,350,000,000 shares, and outstanding shares
increased from 25,435,450 shares of common stock to 152,612,700 shares of common
stock, all with a par value of $0.001. The stock split is presented
retroactively in these financial statements.
Until March 15, 2010 we had launched our e-commerce site on the
Internet for the purpose of engaging in the business of selling jewelry and
crafts online. Our website was located at
www.shoptortuga.com
. Our
initial website was located at
www.tortuga-imports.com
.
After reviewing the competitive market place of jewelry and
giving consideration to the influx of much cheaper jewelry goods from areas such
as China and Indonesia, management decided it was in the best interest of the
Company to change business focus. Management has decided to commence work on
developing an online reservation system to access numerous private jet aircraft,
airports worldwide and a network of pre-approved, safety-checked operators.
Management believes a strong market opportunity exists to develop such a
business. Our name was changed to Jetblack Corp. to better reflect this change
of business focus.
Properties
Our offices are located at Suite 219-10654 82
nd
Avenue SW, Edmonton, Alberta T6E 2A7. We conduct all of our executive and
administrative functions and ship our products to our customers from this
facility. Our office space is an office sharing arrangement being provided as an
accommodation to us by a business associate of our former President, Ms.
Avila.We are currently searching for new lease office and warehouse space. We
will require a location that provides us with the space necessary for office
administration. We anticipate locating a suitable facility in the near future.
Our telephone number is (780) 710-9840.
History
From 1995 to 1997, Ms. Avila, our former President and
director, traveled extensively throughout the country of Mexico. During this
time, Ms. Avila came in contact with various producers of fine furniture,
jewelry and Mexican crafts. Ms. Avila was impressed by the opportunity she saw
to obtain exceptional Mexican furniture, jewelry and crafts and effect its
reliable delivery to international buyers. Initially Ms. Avila was traveling
throughout Mexico in pursuit of personal purchases. However, Ms. Avila soon
realized that there was an opportunity to export these fine products abroad. Ms.
Avila cultivated relationships and contacts with various producers throughout
Mexico.
We raised a total of $68,450 pursuant to our SB-2 registration
statement, which was declared effective on February 22, 2005. We closed the
offering on August 22, 2005. In October 2007, the Company received $15,000 for
subscriptions for 450,000 shares of the Companys common stock. In November
2008, the Company received $15,000 for subscriptions of 450,000 shares. These
shares were issued in December 2010.
On December 10, 2009, the Company issued 1,500,000 common
shares for a subscription of $25,000. As of August 31, 2010, $12,178 was paid
for the subscription and the remaining $12,822 was recorded as a subscription
receivable.
During December 2010, the Company issued 227,900 common shares
at $0.05 per share for gross proceeds of $11,395.
During February 2011, the Company received $6,950 in gross
proceeds for 139,000 common shares subscribed at $0.05 per share. These shares
have not been issued.
Management did not purchase shares in either transaction.
On May 3, 2011, Vanessa Avila resigned as President, Secretary
and Director of the Company. Effective May 3, 2011, Nigel Farnsworth was elected
Director and appointed President, Secretary and Treasurer of the Company. Mr.
Farnsworth is a graduate of The School of Business at The University of Exeter
in Exeter, United Kingdom and has been involved with numerous business ventures
in the both the United Kingdom and the United States. From 2005 to the present,
Mr. Farnsworth has been a principal at Greenshoe Capital LLC.
We remain a development stage enterprise.
Current Business Operations
We have recently changed operations. We intend to develop an
online reservation system to access to numerous private jet aircraft, airports
worldwide and a network of pre-approved, safety-checked operators. We intend to
develop a booking engine, which will provide real-time
availability of small jets available for charter in certain areas and select the
best option from the inventory of aircraft.
Products
For the period ended May 31, 2011 we did not have a product
line. We are currently developing a booking engine, which will provide real-time
availability of small jets available for charter in certain areas and select the
best option from the inventory of aircraft.
Marketing, Advertising and Promotion
We intend to pursue strategic advertising and marketing
campaigns. We intend to implement an aggressive online advertising and marketing
campaign to increase awareness of our new name and business plan to acquire new
customers through multiple channels, including traditional and online
advertising, direct marketing and expansion and strengthening of strategic
relationships. Initially, we will concentrate our efforts on the sale of private
jet flight reservations on our e-commerce website which we have yet to complete.
We will seek to promote its website and attract visitors to it by becoming
predominant on major search engines and banner advertisements on highly
trafficked web sites that appeal to our target audience. In addition, we will
promote our website and our products by conventional advertising and
marketing.
Product Research and Development
We anticipate that we will expend approximately $20,000 on
research and development over the twelve months ending May 31, 2012.
Employees
Currently there are no full time or part-time employees of our
company. However, our president, Nigel Farnsworth, is a consultant of our
company. We do not expect an increase in the number of employees over the next
12 month period. If business is successful and we experience rapid growth, our
current officers and directors may be required to hire new personnel to improve,
implement and administer our operational, management, financial and accounting
systems.
Purchase or Sale of Equipment
In addition to purchasing computer and office equipment
necessary for operating our business, intend to purchase computer software to
develop a booking engine, which will provide real-time availability of small
jets available for charter in certain areas and select the best option from the
inventory of aircraft. We also intend to purchase a new domain over the twelve
months ending May 31, 2012.
RISK FACTORS
Much of the information included in this quarterly report
includes or is based upon estimates, projections or other "forward-looking
statements". Such forward-looking statements include any projections or
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions,
or other future performance suggested herein. We undertake no obligation to
update forward-looking statements to reflect events or circumstances occurring
after the date of such statements. Such estimates, projections or other
"forward-looking statements" involve various risks and uncertainties as outlined
below. We caution readers of this quarterly report that important factors in
some cases have affected and, in the future, could materially affect actual
results and cause actual results to differ materially from the results expressed
in any such estimates, projections or other "forward-looking statements". In
evaluating us, our business and any investment in our business, readers should
carefully consider the following factors.
We may not be able to obtain the financing and capital
required to maintain and grow our business.
We have incurred a net loss of $15,183 for the nine Months
ended May 31, 2011. As of May 31, 2011, we had an accumulated deficit of
$151,482. There can be no assurance that we will generate significant revenues
or achieve profitable operations. Our independent registered public accounting
firms report on the August 31, 2010 financial statements included in our Form
10-K includes an explanatory paragraph which raises substantial doubt about our
ability to continue as a going concern that our ability to continue our business
is dependant upon our ability to obtain additional capital, among other
things.
We are in the early stages of our growth and we have not
earned significant revenue, which makes it difficult to evaluate whether we will
operate profitably.
We are in the early stages of the growth of our company. As a
result, we do not have a meaningful historical record of sales and revenues nor
an established business track record. We have only recently begun to earn
revenues.
Unanticipated problems, expenses and delays are frequently
encountered in ramping up production and sales and developing new products,
especially in the current stage of our business. Our ability to continue to
successfully develop, produce and sell our products and to generate significant
operating revenues will depend on our ability to, among other things:
-
successfully market, distribute and sell our products or enter into
agreements with third parties to perform these functions on our behalf.
Given our limited operating history, lack of long-term sales
history and other sources of revenue, there can be no assurance that we will be
able to achieve any of these goals and develop a sufficiently large customer
base to be profitable.
The future of our company will depend upon our ability to
continue to obtain adequate orders for our products and prompt payment for our
products. To the extent that we cannot achieve our plans and generate revenues
which exceed expenses on a consistent basis and in a timely manner, our
business, results of operations, financial condition and prospects could be
materially adversely affected.
We will depend on third party providers to deliver our
products in a timely manner and as such we are subject to delays which are out
of our control and may lead to a loss of business.
Our product distribution will rely on third-party aircraft
providers. Lack of availability and other interruptions may delay the timely
delivery of customer orders, and customers may refuse to purchase our products
because of this loss of convenience.
Because our director has a foreign addresses this may
create potential difficulties relating to service of process in the event that
you wish to serve her with legal documents.
Our current director and officer is not resident addresses in
the United States. Because our officer and director has foreign addresses this
may create potential difficulties relating to the service of legal or other
documents on any of them in the event that you wish to serve them with legal
documents. This is because the laws related to service of process may differ
between Canada and the US. Similar difficulties could not be encountered in
serving the company, proper, since our registered address is located in the
United States at 880 - 50 West Liberty Street, Reno, Nevada, 89501.
Because the SEC imposes additional sales practice
requirements on brokers who deal in our shares which are penny stocks, some
brokers may be unwilling to trade them. This means that you may have difficulty
in reselling your shares and may cause the price of the shares to
decline.
Our shares qualify as penny stocks and are covered by Section
15(g) of the Securities Exchange Act of 1934 which imposes additional sales
practice requirements on broker/dealers who sell our securities in this offering
or in the aftermarket. For sales of our securities, the broker/dealer must make
a special suitability determination and receive from you a written agreement
prior to making a sale to you. Because of the imposition of the foregoing
additional sales practices, it is possible that brokers will not want to make a
market in our shares. This could prevent you from reselling your shares and may
cause the price of the shares to decline.
We need to continue as a going concern if our business is
to succeed, if we do not we will go out of business.
Our independent accountant's report to our audited financial
statements for the year ended August 31, 2010 indicates that there are a number
of factors that raise substantial doubt about our ability to continue as a going
concern. Such factors identified in the report are our accumulated deficit since
inception, our failure to attain profitable operations and our dependence upon
adequate financing to pay our liabilities. If we are not able to continue as a
going concern, it is likely investors will lose their investments.
The loss of Mr. Farnsworth or other key management
personnel would have an adverse impact on our future development and could
impair our ability to succeed.
Our performance is substantially dependent upon the expertise
of our President, Mr. Nigel Farnsworth, and other key management personnel, and
our ability to continue to hire and retain personnel. Mr. Farnsworth spends the
majority of his working time working with our company. It may be difficult to
find sufficiently qualified individuals to replace Mr. Farnsworth or other key
management personnel if we were to lose any one or more of them. The loss of Mr.
Farnsworth or any of our key management personnel could have a material adverse
effect on our business, development, financial condition, and operating
results.
We do not maintain key person life insurance on any of our
directors or senior executive officers.
We do not expect to declare or pay any dividends.
We have not declared or paid any dividends on our common stock
since our inception, and we do not anticipate paying any such dividends for the
foreseeable future.
Plan of Operations - Next 12 Months
We have commenced limited operations, and have generated
revenue of $7,569 to date. We are still a development stage corporation.
We have recently changed operations and management. We intend
to develop an online reservation system to access to numerous private jet
aircraft, airports worldwide and a network of pre-approved, safety-checked
operators. We intend to develop a booking engine, which will provide real-time
availability of small jets available for charter in certain areas and select the
best option from the inventory of aircraft.
Prior to this we launched our e-commerce site on the Internet
for the purpose of engaging in the business of selling jewelry and crafts
online. Our new website is located at
www.shoptortuga.com
. Our initial
website was located at
www.tortuga-imports.com
.
Over the next twelve months we intend to use funds to develop
our new reservation platform and website and for general and administrative
expenditures, as follows:
Estimated Funding Required During the Next Twelve
Months
General and Administrative
|
$
|
50,000
|
|
Operations
|
|
|
|
Website Development and
Promotion
|
|
20,000
|
|
|
|
|
|
Total
|
$
|
70,000
|
|
Financial Condition, Liquidity and Capital Resources
Our principal capital resources have been through issuance of
common stock and shareholder loans.
At May 31, 2011, there was a working capital deficit of
$19,854.
At May 31, 2011, our total current assets were $0.
At May 31, 2011, our total current liabilities were
$19,854.
Three months ended May 31, 2011
For the three months ended May 31, 2011, we incurred
expenditures of $2,556 and posted losses of $2,556. For the three months ended
May 31, 2010, we incurred expenditures of $2,475 and posted losses of $2,475.
From inception to May 31, 2011, we incurred losses of $151,482. The principal
components of the losses for the three months ended May 31, 2011, were
administrative expenses and accounting and audit fees.
Operating expenses for the three months ending May 31, 2011,
were $2,556 compared to operating expenses for the three months ended May 31,
2010 of $2,475. Operating expenses since inception to May 31, 2011, were
$157,718.
Nine Months ended May 31, 2011
For the nine months ended May 31, 2011, we incurred
expenditures of $15,183 and posted losses of $15,183. For the nine months ending
May 31, 2010, we incurred expenditures of $11,057 and posted losses of $11,057.
From inception to May 31, 2011, we incurred losses of $151,482 The principal
components of the losses for the nine months ended May 31, 2011, were
administrative expenses and accounting and audit fees.
Operating expenses for the nine months ending May 31, 2011,
were $15,183 compared to operating expenses for the nine months ending May 31,
2010 of $11,057. Operating expenses since inception to May 31, 2011, were
$157,718.
At May 31, 2011, we had cash of $0.
We will require additional financing before we generate
significant revenues. We intend to raise the capital required to meet any
additional needs through sales of our securities in secondary offerings or
private placements. We have no agreements in place to do this at this time. We
completed a financing in 2005 from which we raised $68,450 pursuant to an SB-2
registration statement, declared effective February 22, 2005, by selling 684,500
(pre-split) shares of common stock at a price of $0.10 per share. In October
2007, the Company received $15,000 for subscriptions for 450,000 shares of the
Companys common stock. In November 2008, the Company received $15,000 for
subscriptions of 450,000 shares of the Companys common stock. These shares were
issued in December 2010.
We have recently changed operations and management. We intend
to develop an online reservation system to access to numerous private jet
aircraft, airports worldwide and a network of pre-approved, safety-checked
operators. We intend to develop a booking engine, which will provide real-time
availability of small jets available for charter in certain areas and select the
best option from the inventory of aircraft.
On December 10, 2009 the Company issued 1,500,000 common shares
for a subscription of $25,000. As of August 31, 2010, $12,178 was paid for the
subscription and the remaining $12,822 was recorded as a subscription
receivable.
On December 10, 2010 the Company issued 227,900 shares at $0.05
per share for gross proceeds of $11,395.
During February 2011, the Company received $6,950 in gross
proceeds for 139,000 common shares subscribed at $0.05 per share. These shares
have not been issued.
There are no assurances that we will be able to obtain
additional funds required for our continued operations. In such event that we do
not raise sufficient additional funds by secondary offering or private
placement, we will consider alternative financing options, if any, or be forced
to scale down or perhaps even cease our operations.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our unaudited financial statements and accompanying notes have
been prepared in conformity with generally accepted accounting principles in the
United States of America for interim financial statements. Preparing financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, and expenses. These estimates
and assumptions are affected by management's application of accounting policies.
We believe that understanding the basis and nature of the estimates and
assumptions involved with the following aspects of our financial statements is
critical to an understanding of our financials.
Item 3. Quantitative and Qualitative Disclosures About
Market Risks
As a smaller reporting company, we are not required to
provide the information under this Item 3.
Item 4. Controls and Procedures.
As required by Rule 13a-15 under the Exchange Act, we have
carried out an evaluation of the effectiveness of the design and operation of
our company's disclosure controls and procedures as of the end of the period
covered by this quarterly report, being May 31, 2011. This evaluation was
carried out under the supervision and with the participation of our company's
management, including our company's president and chief executive officer. Based
upon that evaluation, our company's president and chief executive officer
concluded that our company's disclosure controls and procedures are effective as
at the end of the period covered by this report. There have been no significant
changes in our company's internal controls or in other factors, which could
significantly affect internal controls subsequent to the date we carried out our
evaluation.
Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our company's reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our company's reports filed
under the Exchange Act is accumulated and communicated to management, including
our company's president and chief executive officer as appropriate, to allow
timely decisions regarding required disclosure.
There have been no changes in our internal controls over
financial reporting during the most recently completed fiscal quarter that have
materially affected or are reasonably likely to materially affect the Companys
internal control over financial reporting.
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 any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
None.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security
Holders
None
Item 5. Other Information
None.
Item 6. Exhibits.
Exhibits required by Item 601 of Regulation
S-K
Exhibits
|
|
|
|
3.1
|
Articles of Incorporation
(incorporated by reference from our Registration Statement on Form SB- 2,
filed on February 4, 2003).
|
3.2
|
By-laws (incorporated by reference from our
Registration Statement on Form SB-2, filed on February 4, 2003).
|
4.1
|
Specimen Stock Certificate
(incorporated by reference from our Registration Statement on Form SB-2,
filed on February 4, 2003).
|
31.1
|
Section 302 Certification
|
32.1
|
Section 906 Certification
|
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
JETBLACK CORP.
|
|
|
|
/s/ Nigel Farnsworth
|
|
|
Date: July 20, 2011
|
Nigel Farnsworth, President and CEO (Principal
|
|
Executive Officer) and Principal Accounting
Officer
|
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