[X]
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ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended
November
30, 2008
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[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT | |
For
the transition period from _________ to ________
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Commission
file number
:
333-149197
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Wishart Enterprises
Limited
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(Exact
name of registrant as specified in its
charter)
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Nevada
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39-2068976
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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#108-2940
Louise Street Saskatoon
Saskatchewan Canada
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S7J 5K2
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number:
206-339-9420
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Securities registered under Section 12(b) of the Exchange Act: | |
Title of each class | Name of each exchange on which registered |
none | not applicable |
Securities registered under Section 12(g) of the Exchange Act: | |
Title of each class | Name of each exchange on which registered |
none | not applicable |
Page
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PART I
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PART II
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PART III
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PART
IV
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Exhibits, Financial Statement Schedules |
§
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lupus.webmd.com/
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§
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en.wikipedia.org/wiki/Lupus_erythematosus
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§
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www.nlm.nih.gov/medlineplus/
tutorials/lupus/htm/index.htm
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§
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www.uklupus.co.uk/ana.htm
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§
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www.arthritis.ca/
types%20of%20arthritis/lupus/default.asp?s=1 - 68k
–
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§
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www.jointsinmotion.org/
conditions/DiseaseCenter/lupus.asp
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§
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www.medicalnewstoday.com/sections/lupus
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§
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lupus.about.com
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§
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revolutionhealth.com/forums
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§
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Yahoo!
Groups: Lupus
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1.
|
we
would not be able to pay our debts as they become due in the usual course
of business, or;
|
2.
|
our
total assets would be less than the sum of our total liabilities plus the
amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the
distribution.
|
§
|
healingarthritisnaturally.com
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§
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healingdiabetesnaturally.com
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§
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healingosteoarthritisnaturally.com
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§
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healingosteoporosisnaturally.com
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healinggerdnaturally.com
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§
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healingibsnaturally.com
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healinghiatalhernianaturally.com
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healingibdnaturally.com
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healingprostatitisnaturally.com
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healingdepressionnaturally.com
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healingheartdiseasenaturally.com
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§
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healingcancersnaturally.com
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§
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healingliverdiseasenaturally.com
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§
|
interactive
forums for visitors
|
§
|
video
and audio discussions of the
ailment
|
§
|
continuously
updated relevant information, news and
links
|
§
|
blogs
or web logs
|
§
|
guest
contributors such as doctors, patients, and
others
|
§
|
sponsored
areas which are maintained by third
parties
|
§
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Develop
relationships with sponsors interested in adding content, participating in
forums, and using our portals to market their products and
services.
|
§
|
Contract
with affiliates – most likely other websites which sell products and
services – to share revenue from sales referred through our
portals.
|
§
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Add
an interactive forum to the
website.
|
§
|
Add
additional content on a regular basis and increase the number of web
pages, which should drive traffic and increased revenue from
advertisers.
|
§
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Enhance
our tracking of visits, page views and other usage
data.
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§
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Engage
a website optimization consultant to improve our ranking on Google and
other search engines.
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§
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Travel
and Related expenses, which will consist primarily of our executive
officers and directors visiting food merchants and resellers in their
sales efforts. We estimate travel and related expenses for the next twelve
months will be approximately
$2,000;
|
§
|
Marketing,
which will consist of the marketing efforts discussed above, including
direct marketing and attendance at trade shows. We estimate initial
marketing expenses for the next twelve months will be approximately
$2,000
|
§
|
Research
and Development costs consist of developing and testing our Site. We
estimate that research and development costs for the next twelve months
will be approximately $2,000
|
§
|
Office
rent of $6,000
|
§
|
Internet
and telephone expenses of $900
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§
|
Management
fees to Barbara Lamb of $1,680
|
Name
|
Age
|
Position
Held with the Company
|
Barbara
Lamb
#108-2940
Louise Street,
Saskatoon,
Saskatchewan
Canada S7J
5K2
|
60
|
President,
Chief Executive Officer, Principal Executive Officer, Chief Financial
Officer, Principal Financial Officer, Principal Accounting Officer and
Director
|
Yvonne
Price
#108-2940
Louise Street,
Saskatoon,
Saskatchewan
Canada S7J
5K2
|
43
|
Vice-President
|
SUMMARY
COMPENSATION TABLE
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||||||||
Name
and
principal
position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Barbara
Lamb
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer,
Principal
Accounting Officer and Director
|
2007
2008
|
1,427
1,668
|
0
0
|
0
0
|
0
0
|
0
0
|
$5,602
$6,554
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$7,029
$8,222
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Yvonne Price,
Vice-President
|
2007
2008
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
Name
and Address of Beneficial Owners of Common Stock
|
Title
of Class
|
Amount
and Nature of Beneficial Ownership
1
|
%
of Common Stock
2
|
Barbara
Lamb
#108-2940
Louise Street,
Saskatoon,
Saskatchewan
Canada S7J
5K2
|
Common
Stock
|
62,459,540
Shares
|
79.5%
|
Yvonne
Price
#108-2940
Louise Street,
Saskatoon,
Saskatchewan
Canada S7J
5K2
|
Common
Stock
|
0
Shares
|
0%
|
DIRECTORS
AND OFFICERS – TOTAL
|
62,459,540
Shares
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79.5%
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|
5%
SHAREHOLDERS
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|||
NONE
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Common
Stock
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NONE
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NONE
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|
1.
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As
used in this table, "beneficial ownership" means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right to
acquire within 60 days after such
date.
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|
2.
|
The
percentage shown is based on denominator of 78,542,870 shares of common
stock issued and outstanding for the company as of December 22,
2008.
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Financial
Statements for the Year Ended November 30
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Audit
Services
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Audit
Related Fees
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Tax
Fees
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Other
Fees
|
2008
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-
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-
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-
|
|
2007
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-
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-
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-
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Audited
Financial Statements:
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|
1
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Incorporated
by reference to the Registration Statement on Form S-1 filed on February
12, 2008.
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By:
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/s/
Barbara Lamb
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Barbara
Lamb
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer,
Principal
Accounting Officer and Director
|
|
February
24, 2009
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By:
|
/s/
Barbara Lamb
|
Barbara
Lamb
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer,
Principal
Accounting Officer and Director
|
|
February
24, 2009
|
ASSETS
|
2008
|
2007
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Current
Asset
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|||||
Cash
and equivalents
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$ | 6,896 | $ | 46,496 | |
Computer
equipment, net
|
943 | 1,329 | |||
Total
Assets
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$ | 7,839 | $ | 47,825 | |
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|||||
LIABILITIES
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|||||
Current
Liabilities
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|||||
Accounts
payable and accrued liabilities - Note 5
|
$ | 23,922 | $ | 12,907 | |
STOCKHOLDERS’
EQUITY (DEFICIT)
|
|||||
Common
stock, $.000032 par value, 100,000,000 shares authorized,
78,542,870
shares issued and outstanding-Note 4
|
2,515 | 2,515 | |||
Additional
paid in capital
|
58,685 | 58,685 | |||
Deficit
accumulated during the development stage
|
(77,283) | (26,282) | |||
Total
Stockholders’ Equity (Deficit)
|
(16,083) | 34,918 | |||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$ | 7,839 | $ | 47,825 |
Year
ended November 30, 2008
|
December
13, 2006 (inception) to November 30, 2007
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December
13, 2006 (inception) to November 30, 2008
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||||||
Expenses:
|
||||||||
Depreciation
|
$ | 386 | $ | 385 | $ | 771 | ||
General
and administrative
|
2,637 | 2,223 | 4,860 | |||||
Filing
and registration fees
|
13,220 | - | 13,220 | |||||
Legal
and accounting
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26,204 | 6,950 | 33,154 | |||||
Management
fees – Note 5
|
1,668 | 1,427 | 3,095 | |||||
Rent
and utilities – Note 5
|
6,554 | 5,602 | 12,156 | |||||
Travel,
meals and entertainment
|
- | 5,633 | 5,633 | |||||
Website
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332 | 4,062 | 4,394 | |||||
Total
general and administrative expenses
|
51,001 | 26,282 | 77,283 | |||||
Net
loss
|
$ | (51,001) | $ | (26,282) | $ | (77,283) | ||
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Net
loss per share:
Basic and diluted
|
$ | (0.00) | $ | (0.00) | ||||
Weighted
average shares outstanding:
Basic
and diluted
|
78,542,870 | 74,522,048 |
Common
stock
|
Additional
paid-in
|
Deficit
accumulated
during
the Development
|
||||||||||||
Shares
|
Amount
|
capital
|
stage
|
Total
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||||||||||
Issuance
of common stock for cash to founder
|
62,459,540 | $ | 2,000 | $ | 18,000 | $ | - | $ | 20,000 | |||||
Issuance
of common stock for cash
|
16,083,330 | 515 | 40,685 | - | 41,200 | |||||||||
Net
loss for the period
|
- | - | - | (26,282) | (26,282) | |||||||||
Balance,
November 30, 2007
|
78,542,870 | 2,515 | 58,685 | (26,282) | 34,918 | |||||||||
Net
loss for the period
|
- | - | - | (51,001) | (51,001) | |||||||||
Balance,
November 30, 2008
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78,542,870 | $ | 2,515 | $ | 58,685 | $ | (77,283) | $ | (16,083) |
Year
ended November 30, 2008
|
From
December 13, 2006 (inception) to November 30, 2007
|
From
December 13, 2006 (inception) to November 30, 2008
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
loss
|
$ | (51,001) | $ | (26,282) | $ | (77,283) | ||
Adjustments
to reconcile net loss to cash used by operating
activities:
|
||||||||
Depreciation
|
386 | 385 | 771 | |||||
Change
in non-cash working capital items
|
||||||||
Increase
in accounts payable and accrued liabilities
|
11,015 | 12,907 | 23,922 | |||||
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
( 39,600) | (12,990) | (52,590) | |||||
CASH
FLOWS FROM FINANCING ACTIVITY
|
||||||||
Proceeds
from sale of common stock
|
- | 61,200 | 61,200 | |||||
CASH
FLOWS FROM INVESTING ACTIVITY
|
||||||||
Acquisition
of computer equipment
|
- | (1,714) | (1,714) | |||||
NET
INCREASE (DECREASE) IN CASH
|
(39,600) | 46,496 | 6,896 | |||||
Cash,
beginning of period
|
46,496 | - | - | |||||
Cash,
end of period
|
$ | 6,896 | $ | 46,496 | $ | 6,896 | ||
SUPPLEMENTAL
CASH FLOW INFORMATION
|
||||||||
Interest
paid
|
$ | - | $ | - | $ | - | ||
Income
taxes paid
|
$ | - | $ | - | $ | - |
2008
|
2007
|
||||
Refundable
Federal income tax attributable to:
|
|||||
Current
operations
|
$ | 17,665 | $ | 8,935 | |
Less:
valuation allowance
|
(17,665) | (8,935) | |||
Net
provision for Federal income taxes
|
$ | - | $ | - |
2008
|
2007
|
||||
Deferred
tax asset attributable to:
|
|||||
Net
operating loss carryover
|
$ | 26,600 | $ | 8,935 | |
Less:
valuation allowance
|
(26,600) | (8,935) | |||
Net
deferred tax asset
|
$ | - | $ | - |
(1)
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I
have reviewed this quarterly report on Form 10-K of Wishart Enterprises
Limited;
|
(2)
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
(3)
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this
report;
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(4)
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The
small business issuer’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
|
Evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation;
and
|
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c)
|
Disclosed
in this report any change in the small business issuer's internal control
over financial reporting that occurred during the small business issuer's
most recent fiscal quarter (the small business issuer’s fourth quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's
internal control over financial reporting;
and
|
(5)
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The
small business issuer’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of the internal control over financial
reporting, to the small business issuer’s auditors and the audit committee
of small business issuer’s board of directors (or persons performing the
equivalent functions):
|
|
a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer’s ability
to record, process, summarize and report financial information;
and
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer’s
internal control over financial
reporting.
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Date:
February 24, 2009
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/s/ Barbara
Lamb
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By: Barbara
Lamb
|
Title: Chief
Executive Officer
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(1)
|
I
have reviewed this quarterly report on Form 10-K of Wishart Enterprises
Limited;
|
(2)
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
(3)
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this
report;
|
(4)
|
The
small business issuer’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
|
Evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation;
and
|
|
c)
|
Disclosed
in this report any change in the small business issuer's internal control
over financial reporting that occurred during the small business issuer's
most recent fiscal quarter (the small business issuer’s fourth quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's
internal control over financial reporting;
and
|
(5)
|
The
small business issuer’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of the internal control over financial
reporting, to the small business issuer’s auditors and the audit committee
of small business issuer’s board of directors (or persons performing the
equivalent functions):
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer’s ability
to record, process, summarize and report financial information;
and
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer’s
internal control over financial
reporting.
|
Date:
February 24, 2009
|
/s/ Barbara
Lamb
|
By: Barbara
Lamb
|
Title: Chief
Financial Officer
|
(1)
|
the
annual Report on Form 10-K of Wishart Enterprises Limited for the year
ended November 30, 2008 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 annual Report on Form 10-K for the year
ended November 30, 2008, fairly presents in all material respects,
the financial condition and results of operations of Wishart
Enterprises Limited
|
By:
|
/s/Barbara
Lamb
|
Name:
|
Barbara Lamb |
Title:
|
Principal
Executive Officer,
Principal
Financial Officer and Director
|
Date:
|
February
24, 2009
|