N I S HOLDINGS, CORP
FORM 10-K
(Annual Report)
Filed 04/07/10 for the Period Ending 12/31/09
Address 6100 Neil Road, Suite 500
Reno, NV 89511, USA
Telephone 1-888-777-8777
CIK 0001366404
Symbol NISC
SIC Code 4812 - Radiotelephone Communications
Fiscal Year 12/31
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2009.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from __________ to ___________
Commission File Number : 333-139640
N I S HOLDINGS, CORP
(formerly Associated Media Holdings Inc.)
(Exact name of registrant as specified in its charter)
NEVADA 201507967
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
6100 Neil Road, Suite 500, Reno, NV 89511
(Address of principal executive offices,
including zip code)
1-888-777-8777
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b)
of the Act: None
Securities registered pursuant to Section 12(g)
of the Act: Common Stock, $0.00025 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ( ) No ( X )
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ( ) No ( X )
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ( ) No ( X )
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 ( ) No ( )
Indicate by check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( X )
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a not-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ( ) Accelerated filer ( )
Non-accelerated filer ( ) Smaller reporting company (X)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ( ) No ( X )
At April 6, 2010, the Company had outstanding of 499,622 shares of Common Stock, $0.00025 par value per share.
N I S HOLDINGS, CORP
FORM 10-K
For the Fiscal Year Ended December 31, 2009
TABLE OF CONTENTS
PART I Page
Item 1 Business 1-2
Item 1A Risk Factors 3
Item 1B Unresolved Staff Comments 3
Item 2 Properties 3
Item 3 Legal Proceedings 3
Item 4 Submission of Matters to a Vote of 3
Security Holders
PART II
Item 5 Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of
Equity Securities 3-5
Item 6 Selected Financial Data 5
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-7
Item 7A Quantitative and Qualitative Disclosures About
Market Risk 7
Item 8 Financial Statements and Supplementary Data 7-25
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 26
Item 9A Controls and Procedures 26-27
Item 9B Other Information 27
PART III
Item 10 Directors, Executive Officers and Corporate Governance 27-28
Item 11 Executive Compensation 28
Item 12 Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 28-29
Item 13 Certain Relationships and Related Transactions, and
Director Independence 29
Item 14 Principal Accounting Fees and Services 29
PART IV
Item 15 Exhibits and 30
Signatures
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PART I
This Annual Report on Form 10-K contains forward-looking statements that have been made pursuant to the provisions of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995 and concern matters that involve risks and uncertainties that could cause actual results to differ materially from historical results or from those projected in the forward-looking statements. Discussions containing forward-looking statements may be found in the material set forth under "Business," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in other sections of this Form 10-K. Words such as "may," "will," "should," "could," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue" or similar words are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this Report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this Annual Report on Form 10-K. We expressly disclaim any intent or obligation to update any forward- looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations.
Readers should carefully review and consider the various disclosures made by us in this Report, set forth in detail in Part I, under the heading "Risk Factors," as well as those additional risks described in other documents we file from time to time with the Securities and Exchange Commission, which attempt to advise interested parties of the risks, uncertainties, and other factors that affect our business. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.
Item 1. Description of Business
N I S Holdings, Corp (formerly Associated Media Holdings Inc) (hereinafter, the "Company") was incorporated under the laws of the state of Nevada on June 21, 2004.
On October 21, 2005, the Company changed its name to Associated Media Holdings Inc and on March 16, 2010 the name was changed to N I S Holdings, Corp to further develop and promote the Ignition Website and Trademarks (hereinafter, the "Intangibles") which focus on multi content for mobile and portable cellular devices. On this same day, the board of directors approved an increase in the authorized number of common shares of the Company from 25,000,000 to 100,000,000 and changed its par value from $0.001 to $0.00025. This change is reflected in these financial statements.
The Company has yet to fully develop any material income from its stated primary objective and it is classified as a development stage company. All income, expenses, cash flows and stock transactions are reported since the beginning of development stage.
The Company is in the development stage under the new management at the end of 2009. The Company was inactive since October 2007. The Company has incurred losses of $95,136 during the year ended December 31, 2009 and have accumulated deficit of $4,778,622 as at December 31, 2009. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. To meet these objectives, the Company continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms, if at all. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern.
Item 1A. Risk Factors
As the Company has no recent operating history or revenue under the new management, there is a risk that we will be unable to continue as a going concern and consummate a business combination. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.
FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A SUITABLE ACQUISITION.
Item 1B. Unresolved Staff Comments
Not available.
Item 2. Properties
The Company neither rents nor owns any properties. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
Item 3. Legal Proceedings
Not available.
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company's Common Stock is presently quoted on the "Pink
Sheets" under the symbol "NISC".
As of March 24, 2010, the Company had approximately 79
shareholders on record of its common stock. The Company has
not paid cash dividends on its common stock. The Company
anticipates that for the foreseeable future any earnings will
be retained for use in its business, and no cash dividends
will be paid on the common stock. Declaration of common stock
dividends will remain within the discretion of the Company's
Board of Directors and will depend upon the Company's growth,
profitability, financial condition and other relevant
factors.
The table below reflects the high and low "bid" and "ask"
quotations for the Company's Common Stock for each of the
calendar years covered by this report, as reported by the
National Association of Securities Dealers Over the Counter
Bulletin Board National Quotation System. The prices reflect
inter-dealer prices, without retail mark-up, markdown or
commission and do not necessarily represent actual
transactions.
2009 High Low
1st Quarter 1.00 0.12
2nd Quarter 2.00 0.14
3rd Quarter 2.00 0.14
4th Quarter 76.00 0.90
2008 High Low
1st Quarter 8.00 0.10
2nd Quarter 0.11 0.11
3rd Quarter 5.00 0.11
4th Quarter 1.20 0.10
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The Transfer Agent for the Company's Common Stock is Holladay Stock Transfer, Inc., located at 2939 N 67th Place, Scottsdale, AZ 85251, USA.
Section 15(g) of the Securities Exchange Act of 1934:
The Company's shares are covered by Section 15(g) of the
Securities Exchange Act of 1934, as amended that imposes
additional sales practice requirements on broker/dealers
who sell such securities to persons other than established
customers and accredited investors (generally institutions
with assets in excess of $5,000,000 or individuals with net
worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouses). For
transactions covered by this Section 15(g), the
broker/dealer must make a special suitability determination
for the purchase and have received the purchaser's written
agreement to the transaction prior to the sale.
Consequently, Section 15(g) may affect the ability of
broker/dealers to sell the Company's securities and also
may affect your ability to sell your shares in the
secondary market.
Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to an understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customer's rights and remedies in causes of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
Item 6. Selected Financial Data.
Not applicable
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto and the other financial information included elsewhere in this report. Certain statements contained in this report, including, without limitation, statements containing the words "believes," "anticipates," "expects" and words of similar import, constitute "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties. Our actual results may differ materially from those anticipated in these forward- looking statements as a result of certain factors, including our ability to create, sustain, manage or forecast our growth; our ability to attract and retain key personnel; changes in our business strategy or development plans; competition; business disruptions; adverse publicity; and international, national and local general economic and market conditions.
Overview
The Company does not currently engage in any business activities that provide significant cash flow. The Company is currently in the development stage.
Results of Operations for the year ended December 31, 2009.
Revenue. There was $15,378 revenue for the year ended December 31, 2009 as compared to $17,166 for the year ended December 31, 2008.
Operating Expenses. For the year ended December 31, 2009, the company has total operating expenses of $102,115 as compared to $188,357 for the year ended December 31, 2008.
Net Loss. The net loss for the year ended December 31, 2009 was $95,136 as compared to $170,722 for the year ended December 31, 2008.
Liquidity and Financial Resources
The Company remains in the development stage under the new management. Operations were financed through proceeds from sales and the issuance of equity and loans from directors.
The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At December 31, 2009, we have been unsuccessful in our efforts to raise additional capital to meet our plan of operation. At the present time, and over the next twelve months, our primary focus will be to explore various methods for raising additional funds and seeking profitable ventures.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company does not hold any derivatives or investments that are subject to market risks. The carrying values of any financial instruments, approximate fair value as of those dates because of relatively short-term maturity of these instruments which eliminates any potential market risk associated with such instruments.
Item 8. Financial Statements and Supplementary Data
N I S Holdings, Corp Index to Financial Statements Contents Pages Balance Sheets 8 Statements of Operations 9 Statements of Stockholders' Equity 10-12 Statements of Cash Flows 13 Notes to Financial Statements 14-25 |
N I S Holdings, Corp
(Formerly Associated Media Holdings Inc)
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars)
Unaudited
Dec 31, Dec 31,
` 2009 2008
Assets
Current Assets
Cash $ 1,713 $ 5,259
_______________________
Total current assets 1,713 5,259
Property & Equipment (net) - 16,990
Other Assets
Intangible assets,
net of accumulated amortization
of $245,363 177,637 261,237
_______________________
Total assets $ 179,350 $ 283,486
_______________________
Liabilities And Stockholders' Equity
(Deficiency)
Current Liabilities
Accounts payable and accrued liabilities $ 921,746 $ 930,746
_______________________
Total current liabilities 921,746 930,746
Long Term Liabilities
Notes payable 537,000 537,000
_________________________
Total current liabilities and
total liabilities 1,458,746 1,467,746
_________________________
Stockholders' Equity (Deficiency)
Common stock, $0.00025 par value
Authorized 100,000,000 shares
Issued and outstanding 439,622 shares 110 110
Additional paid-in capital 3,499,116 3,499,116
Accumulated deficit (4,778,622) (4,683,486)
__________________________
Total stockholders' equity (deficiency) (1,279,396) (1,184,260)
__________________________
Total liabilities and stockholders'
equity (deficiency) $ 179,350 $ 283,486
__________________________
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The accompanying notes are an integral part of these financial statements
N I S Holdings, Corp
(Formerly Associated Media Holdings Inc)
(A Development Stage Company)
Statements of Operations
(Expressed in US Dollars)
Unaudited
Cumulative
during the
development
stage
(June 21, 2004
Years ended December 31, to Dec 31,
2009 2008 2009)
Revenue $ 15,378 $ 17,166 $ 128,490
__________________________________________
Operating Expenses
Amortization and depreciation 90,240 103,329 310,930
Consulting expense 3,000 - 2,068,859
General and administrative 8,425 9,537 664,524
Marketing - - 172,741
Professional fees 450 69,835 465,792
Compensation expense - - 1,129,755
Website development - 5,656 206,112
__________________________________________
Total operating expenses 102,115 188,357 5,018,713
Operating loss (12,397) (171,191) (4,815,883)
Other income (expenses) (8,399) 469 111,601
__________________________________________
Net loss $ (95,136) $ (170,722) $ (4,778,622)
__________________________________________
Net loss per common share
- Basic and diluted $ (0.22) $ (0.39)
Weighted average number of
common shares outstanding 439,622 439,622
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The accompanying notes are an integral part of these financial statements
N I S Holdings, Corp
(Formerly Associated Media Holdings Inc)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
For the period June 21, 2004 (Inception) to December 31, 2009
(Expressed in US Dollars)
Unaudited
Deferred Total
Additional Stock- Stockholders'
Common Stock Paid-in Based Accum. Equity
Shares Amount Capital Comp. Deficit (Deficiency)
___________________________________________________________
Bal, June 21,
2004 - - - - - -
Shares issued
for cash at
$0.01 per share 2,000 1 1,999 2,000
Shares issued
for cash at
$2.00 per share 100 - 20,000 20,000
Shares issued
for cash at
$5.00 per share 100 - 50,000 50,000
Net loss for
the year (72,000) (72,000)
___________________________________________________________
Bal, Dec 31
2004 2,200 1 71,999 - (72,000) -
Shares issued
for asset at par
value per share 400,010 100 9,900 10,000
Shares issued
in a private
placement at
$1.00 per share 3,000 1 299,999 300,000
Net loss for
the year (178,031) (178,031)
___________________________________________________________
Bal, Dec 31
2005 405,210 102 381,898 - (250,031) 131,969
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The accompanying notes are an integral part of these financial statements
Deferred Total
Additional Stock- Stockholders'
Common Stock Paid-in Based Accum. Equity
Shares Amount Capital Comp. Deficit (Deficiency)
Bal, Dec 31
2005 405,210 102 381,898 - (250,031) 131,969
Issuance of
additional
shares
to existing
investor
pursuant to an
anti dilution
agreement 3,000 1 (1) -
Shares issued
in a private
placement at
$0.50 per share 24,362 5 1,217,995 1,218,000
Shares issued
for service at
$0.50 per share 11,000 3 549,997 550,000
Shares issued
for prepaid
services at
$0.50 per share 20,000 5 999,995 (1,000,000) -
Cancellation
of shares (30,950) (8) (766) (774)
Amortization of
stock based
compensation 1,000,000 1,000,000
Net loss for
the year (3,268,149)(3,268,149)
_____________________________________________________________
Bal, Dec 31
2006 432,622 108 3,149,118 - (3,518,180) (368,954)
Shares issued
for acquisition
of the tangible
personal
property of
Icelounge.com,
Inc. at
$0.50 per share 7,000 2 349,998 350,000
Net loss for
the year (994,584) (994,584)
_____________________________________________________________
Bal, Dec 31
2007 439,622 110 3,499,116 - (4,512,764)(1,013,538)
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The accompanying notes are an integral part of these financial statements
Deferred Total
Additional Stock- Stockholders'
Common Stock Paid-in Based Accum. Equity
shares Amount Capital Comp. Deficit (Deficiency)
Bal, Dec 31
2007 439,622 110 3,499,116 - (4,512,764)(1,013,538)
Net loss for
the year (170,722) (170,722)
_____________________________________________________________
Bal, Dec 31
2008 439,622 110 3,499,116 - (4,683,486)(1,184,260)
Net loss for
the year (95,136) (95,136)
_____________________________________________________________
Bal, Dec 31,
2009 439,622 110 3,499,116 - (4,778,622)(1,279,396)
_____________________________________________________________
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The number of shares issued and outstanding has been restated to give retroactive effect for a reverse stock split effective October 28, 2005 on a one for 100 basis and also for a reverse stock split effective March 16, 2010 on a one for 100 basis. The par value and additional paid-in capital were adjusted during the year ended December 31, 2005 to adjust the par value amount in conformity with the number of shares issued.
The accompanying notes are an integral part of these financial statements
N I S Holdings, Corp
(Formerly Associated Media Holdings Inc)
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
Unaudited
Cumulative
during the
development
stage
(June 21, 2004
Years ended Dec 31, to Dec 31,
2009 2008 2009)
Cash Flows (Used In) Provided By:
Operating Activities
Net loss $ (95,136) $ (170,722) $ (4,778,622)
Changes in non-cash working
capital items related
to operations:
Amortization and depreciation 90,240 103,329 310,940
Common stock issued for service - - 1,550,000
Changes in operating assets and
liabilities
Accounts receivable - - -
Prepaid expenses - - -
Increase in deposit - - -
Accounts payable and
accrued liabilities (9,000) 72,478 924,326
Accrued compensation payable - - -
_________________________________________
Net cash used in operating
activities (13,896) 5,085 (1,993,356)
_________________________________________
Investing Activities
Acquisition of Icelounge.com,
Inc. intangible assets - - (423,000)
Sale and written off of
equipment and furniture 10,350 - 10,350
Purchase of property
and equipment - - (69,281)
_________________________________________
Net cash used in investing
activities 10,350 - (481,931)
_________________________________________
Financing Activities
Proceeds from issuance of
note payable - - 762,000
Repayment of note payable - - (225,000)
Proceeds from issuance of
common stock - - 1,940,000
_________________________________________
Net cash provided by financing
activities $ - $ - $ 2,477,000
_________________________________________
Increase/(Decrease) in Cash (3,546) 5,085 1,713
Cash, beginning 5,259 174 -
_________________________________________
Cash, ending $ 1,713 $ 5,259 $ 1,713
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Supplemental disclosure of cash flow information:
Interest paid $ - $ - $ - Income tax paid $ - $ - $ -
The accompanying notes are an integral part of these financial statements
N I S HOLDINGS, CORP
(Formerly : Associated Media Holdings Inc)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2009
(Expressed in US Dollars)
Unaudited
Note 1. General Organization and Business
N I S Holdings, Corp (formerly Associated Media Holdings Inc) (hereinafter, the "Company") was incorporated under the laws of the state of Nevada on June 21, 2004.
On October 21, 2005, the Company changed its name to Associated Media Holdings Inc and on March 16, 2010 the name was changed to N I S Holdings, Corp to further develop and promote the Ignition Website and Trademarks (hereinafter, the "Intangibles") which focus on multi content for mobile and portable cellular devices. On this same day, the board of directors approved an increase in the authorized number of common shares of the Company from 25,000,000 to 100,000,000 and changed its par value from $0.001 to $0.00025. This change is reflected in these financial statements.
The Company has yet to fully develop any material income from its stated primary objective and it is classified as a development stage company. All income, expenses, cash flows and stock transactions are reported since the beginning of development stage.
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2009, the Company had not yet achieved profitable operations, has accumulated losses of $4,778,622
since inception and expects to incur further losses in the development of its business, of which cast substantial doubt about the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern is dependent upon future profitable operations and/or the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has obtained additional funds by related party's advances; however, there is no assurance that this additional funding is adequate and further funding may be necessary.
Note 2. Significant Accounting Policies
These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are stated in US dollars. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may differ from these estimates.
The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:
(a) Development Stage Company
The Company is a development stage company. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception has been considered as part of the Company's development stage activities.
(b) Financial Instruments
The carrying values of cash, accounts receivable, accounts payable, promissory notes payable and due to related parties approximate fair value because of the short-term nature of these instruments. Management is of the opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments.
(c) Stock Issued in Exchange for Services
The valuation of common stock issued in exchange for services is valued at an estimated fair market value as determined by officers and directors of the Company based upon other sales and issuances of the Company's common stock within the same general time period.
(d) Stock-based Compensation
FASB ASC (Accounting Standards Codification) 718 "Stock Compensation" requires public companies to recognize the cost of employee services received in exchange for equity instruments, based on the grant-date fair value of those instruments, with limited exceptions. FASB ASC 718 "Stock Compensation" also affects the pattern in which compensation cost is recognized, the accounting for employee share purchase plans, and the accounting for income tax effects of share-based payment transactions. For small business filers, FASB ASC 718 "Stock Compensation" is effective for interim or annual periods beginning after December 15, 2005. The Company adopted the guidance in FASB ASC 718 "Stock Compensation" on October 1, 2007.
(e) Foreign Currency Translation
The Company translates foreign currency transactions and balances to its reporting currency, United States Dollars, in accordance with ASC 830, "Foreign Currency Matters". Monetary assets and liabilities are translated into the functional currency at the exchange rate in effect at the end of the relevant reporting period. Non-monetary assets and liabilities are translated at the exchange rate prevailing when the assets were acquired or the liabilities assumed. Revenue and expenses are translated at the rate approximating the rate of exchange on the transaction date. All exchange gains and losses are included in the determination of net income (loss) for the year.
(f) Basic and Diluted Loss Per Share
The Company presents of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilative potential common shares outstanding during the year including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the year is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilative potential common shares if their effect is anti dilative.
(g) Income Taxes
The Company uses the assets and liability method of accounting for income taxes pursuant to SFAS No. 109 "Accounting of Income Taxes". Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. 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.
(h) Recently Issued Accounting Pronouncements
In February 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-08 (ASU 2010-08), Technical Corrections to Various Topics. This amendment eliminated inconsistencies and outdated provisions and provided the needed clarifications to various topics within Topic 815. The amendments are effective for the first reporting period (including interim periods) beginning after issuance (February 2, 2010), except for certain amendments. The amendments to the guidance on accounting for income taxes in reorganization (Subtopic 852-740) should be applied to
reorganizations for which the date of the reorganization is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. For those reorganizations reflected in interim financial statements issued before the amendments in this Update are effective, retrospective application is required. The clarifications of the guidance on the embedded derivates and hedging (Subtopic 815-15) are effective for fiscal years beginning after December 15, 2009, and should be applied to existing contracts (hybrid instruments) containing embedded derivative features at the date of adoption. The Company does not expect the provisions of ASU 2010-08 to have a material effect on the financial position, results of operations or cash flows of the Company.
In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-07 (ASU 2010-07), Not-for-Profit Entities (Topic 958): Not-for- Profit Entities: Mergers and Acquisitions. This amendment to Topic 958 has occurred as a result of the issuance of FAS 164. The Company does not expect the provisions of ASU 2010-07 to have a material effect on the financial position, results of operations or cash flows of the Company.
In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-06 (ASU 2010-06), Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This amendment to Topic 820 has improved disclosures about fair value measurements on the basis of input received from the users of financial statements. This is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the provisions of ASU 2010-06 to have a material effect on the financial position, results of operations or cash flows of the Company.
In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-05 (ASU 2010-05), Compensation - Stock Compensation (Topic 718). This standard codifies EITF Topic D-110 Escrowed Share Arrangements and the Presumption of Compensation.
In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-04 (ASU 2010-04), Accounting for Various Topics-Technical Corrections to SEC Paragraphs.
In January 2010, the FASB (Financial Accounting Standards
Board) issued Accounting Standards Update 2010-03 (ASU
2010-03), Extractive Activities-Oil and Gas (Topic 932):
Oil and Gas Reserve Estimation and Disclosures. This
amendment to Topic 932 has improved the reserve estimation
and disclosure requirements by (1) updating the reserve
estimation requirements for changes in practice and
technology that have occurred over the last several
decades and (2) expanding the disclosure requirements for
equity method investments. This is effective for annual
reporting periods ending on or after December 31, 2009.
However, an entity that becomes subject to the disclosures
because of the change to the definition oil- and gas-
producing activities may elect to provide those
disclosures in annual periods beginning after December 31,
2009. Early adoption is not permitted. The Company does
not expect the provisions of ASU 2010-03 to have a
material effect on the financial position, results of
operations or cash flows of the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting
period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.
In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. (See FAS 167 effective date below)
In December 2009, the FASB issued Accounting Standards
Update 2009-16, Transfers and Servicing (Topic 860):
Accounting for Transfers of Financial Assets. This
Accounting Standards Update amends the FASB Accounting
Standards Codification for Statement 166. (See FAS 166
effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1 effective date below) In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update
changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.
In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple- Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.
In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company.
In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1,
clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Share- lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. The Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 168 (ASC Topic 105), "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162" ("SFAS No. 168"). Under SFAS No. 168 the "FASB Accounting Standards Codification" ("Codification") will become the source of authoritative US GAAP to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. On the effective date, the Codification will supersede all then- existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non- authoritative. SFAS No. 168 is effective for the Company's interim quarterly period beginning July 1, 2009. The Company does not expect the adoption of SFAS No. 168 to have an impact on the financial statements.
In June 2009, the FASB issued SFAS No. 167 (ASC Topic 810), "Amendments to FASB Interpretation No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation guidance applicable to variable interest entities. The provisions of SFAS 167 significantly affect the overall consolidation analysis under FASB Interpretation No. 46(R). SFAS 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009. SFAS 167 will be effective for the Company beginning in 2010. The Company does not expect the provisions of SFAS 167 to have a material effect on the financial position, results of operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 166, (ASC Topic 860) "Accounting for Transfers of Financial Assets-an amendment of FASB Statement No. 140" ("SFAS 166"). The provisions of SFAS 166, in part, amend the derecognition guidance in FASB Statement No. 140, eliminate the exemption from consolidation for qualifying special- purpose entities and require additional disclosures. SFAS 166 is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009. The Company does not expect the provisions of SFAS 166 to have a material effect on the financial position, results of operations or cash flows of the Company.
Note 3. Share Capital
Amend the Company's authorized share capital.
On October 21, 2005, the authorized shares capital was increased as follows:
Authorized common stock consists of 100,000,000 shares having a par value of $0.00025 per share.
Note 4. Income Taxes
The Company uses the assets and liability method of accounting for income taxes pursuant to SFAS No. 109 "Accounting of Income Taxes". Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the
financial statements carrying amounts of existing assets and liabilities and their respective tax basis. 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.
Note 5. Intangible Assets
Intangible assets consist of patent and trademark costs. Patent costs are costs incurred to develop and file patent application. Trademark costs are costs incurred to develop and file trademark applications. If the patents or trademarks are approved, the costs are amortized using the straight-line method over the estimated lives of 7 years for patents, 5 years and 10 years for trademarks. Amortization expense for the year ended December 31, 2009 and 2008 totaled $83,600 and $83,600 respectively. Unsuccessful patent and trademark application costs are expense at the time the application is denied.
Through the issuance of 40,000,000 restricted common shares valued at $10,000, the Company acquired exclusive license rights to the Intangibles which consist of a website and the Ignition trademarks, and these are amortized over a period of 10 years. Through the issuance of 700,000 restricted common shares valued at $350,000 and $63,000 cash, the Company acquired the Intangibles of icelounge.com, Inc. which consist of a website, databases and proprietary software, and these are amortized over a period of 5 years. In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," purchased intangibles with finite lives are amortized and reviewed for impairment on an annual basis, which is completed during the fourth quarters of 2009 and 2008 and no impairment was recognized. The useful lives of the Intangibles have been determined by management based upon the expected use of the asset by the Company which is determined to be 5 years and 10 years. The Company recognizes amortization of the Intangibles on a monthly basis. Management assesses the carrying values of long- lived assets for impairment when circumstances warrant such a review. In performing this assessment, management considers current market analysis and appraisal of the technology, along with estimates of future cash flows. The
Company recognizes impairment losses when undiscounted cash flows estimated to be generated from long-lived assets are less than the amount of unamortized assets. There were no unsuccessful and abandoned patents and trademarks expensed in 2009 and 2008.
Note 8. Accrued Compensation
The Company has several employment agreements with its officers and directors. Until the Company has sufficient funds to satisfy the outstanding debt, the Company will continue to accrue unpaid compensation on a quarterly basis. As of December 31, 2009 and 2008, the accrued compensation balance was $439,493 and $439,493 respectively.
Note 9. Subsequent Events
On January 5, 2010, the Company authorized issuance of 6,000,000 restricted common shares at $0.001 for services for the Company.
Effective March 16, 2010, the Company effectuated a 1 for 100 reverse stock splits, thereby reducing the issued and outstanding shares of Common Stock from 43,961,000 prior to the reverse split to 439,622 following the reverse split. The financial statements have been retroactively adjusted to reflect this reverse stock split.
The Company has evaluated subsequent events through April 6, 2010 and has determined that there were no additional subsequent events to recognize or disclose in these financial statements.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable
Item 9A (T). Controls and Procedures.
As supervised by our board of directors and our principal executive and principal financial officers, management has established a system of disclosure controls and procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management's Annual Report on Internal Control over Financial Reporting. Our principal executive and financial officer has concluded that our disclosure controls and procedures (as defined in the 1934 Securities Exchange Act Rule 13a-15(e)) as of December 31, 2008, are effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 except that we have limited information when we took over and have been trying to track for more information.
Management's Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934 (the "Exchange Act"). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of internal control over financial reporting as of December 31, 2009. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public
accounting firm, pursuant to temporary rules of the
Securities and Exchange Commission that permit us to
provide only management's report in this annual report.
Management concluded in this assessment that as of December
31, 2009, our internal control over financial reporting is
based on the limited information we have.
There have been no changes in our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-
15(f) under the Exchange Act) during the fourth quarter of
our 2008 fiscal year that have materially affected, or are
reasonably likely to materially affect, our internal
control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers, Promoters, Control
Persons and Corporate Governance.
(a) Identification of directors.
The following table furnishes the information concerning Company directors and officers as of the date of this report. The directors of the Registrant are elected every year and serve until their successors are elected and qualify. They are:
Name Age Title Term
Brian Stewart 42 President and Annual
Director
Samantha Roberts 40 Secretary, Treasurer Annual
And Director
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TERM OF OFFICE
Our directors are elected for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our
board of directors and hold office until removed by the board.
Item 11. Executive Compensation.
There is no executive compensation for the year ended December 31, 2009.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as of March 24, 2010, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who holds 5% or more of the outstanding Common Stock of the company. Also included are the shares held by all executive officers and directors as a group.
As of March 24, 2010, there were 499,622 shares of common stock outstanding.
Amount and
Nature of
Name and Beneficial Percentage
Address Position Ownership of class
Abascali S.A. Shareholder 50,000 10.01%
5173-1000
San Jose, Costa Rica
Cale Corporation
Ste 430, Shareholder 41,050 8.22%
5190 Neil Road
Reno, NV 89502
Joe Davis Inc. Shareholder 60,000 12.01
9750 Peace Way 2090
Las Vegas,
NV 89147-1201
Intl Communications Shareholder 40,000 8.01%
3305 W. Spring
Mountain Rd,
Suite 60-16
Las Vegas, NV 89102
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Picasso LLC Shareholder 60,000 12.01%
8930 Burton Way, 304
Beverly Hills
CA 90211
Item 13. Certain Relationships and Related Transactions, and Director Independence.
None
Item 14. Principal Accountant Fees and Services.
None
Item 6. Exhibits
31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
SIGNATURES
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: April 7, 2010
Associated Media Holdings Inc
By: /S/ Brian Stewart
Brian Stewart
Chief Executive Officer
& Director
By: /S/ Samantha Roberts
Samantha Roberts
Chief Financial Officer
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Exhibit 31.01
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT AND
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brian Stewart, Director and Chief Executive Officer of N I S Holdings, Corp certify that :
1. I have reviewed this Annual Report on Form 10-K of N I S Holdings Corp;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d-15(f)) for the registrant and have :
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with general accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant'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 registrant's ability to record, process, summarized and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated : April 7, 2010
Signature : /s/ Brian Stewart Brian Stewart Director and Chief Executive Officer |
Exhibit 31.02
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT AND
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Samantha Roberts, Chief Financial Officer of N I S Holdings, Corp certify that :
1. I have reviewed this Yearly Report on Form 10-K of N I S Holdings, Corp ;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d-15(f)) for the registrant and have :
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with general accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant'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 registrant's ability to record, process, summarized and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated : April 7, 2010
Signature : /s/ Samantha Roberts Samantha Roberts Chief Financial Officer |
EXHIBIT 32 .01
CERTIFICATION 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 Yearly Report of N I S Holdings, Corp (the "Company") on Form 10-K for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Brian Stewart, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Brian Stewart
------------
Brian Stewart
Chief Executive Officer
April 7, 2010
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EXHIBIT 32 .02
CERTIFICATION 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 Yearly Report of N I S Holdings, Corp (the "Company") on Form 10-K for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Samantha Roberts, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Samantha Roberts
-------------
Samantha Roberts
Chief Financial Officer
April 7, 2010
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