AUTR Autris (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2014

OR

o TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission file number 000-54000

AUTRIS

(Name of Registrant as specified in its charter)

Nevada (State or Other Jurisdiction of Incorporation or Organization)		88-0410480 (IRS Employer Identification Number)

(310) 430-1388

(Registrant's telephone number) 27929 SW 95th Avenue Wilsonville, OR

97070

(Address of principal executives offices) (Zip Code)

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. [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 43,168,556 shares of common stock as of February 3, 2015.

AUTRIS
FOR THE FISCAL QUARTER ENDED
December 31, 2014

INDEX TO FORM 10-Q

PART  I		Page
Item 1	Financial Statements (Unaudited)	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3	Quantitative and Qualitative Disclosures About Market Risk	5
Item 4	Controls and Procedures	5
PART II
Item 1	Legal Proceedings	6
Item1A	Risk Factors	6
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3	Defaults Upon Senior Securities	6
Item 4	Mine Safety Disclosures	6
Item 5	Other Information	6
Item 6	Exhibits	7
	Signatures	8

2

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements.

 

	Page
Condensed Consolidated Balance Sheets as at December 31, 2014 (unaudited) and June 30, 2014	F-1
Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2014 and 2013 (unaudited)	F-2
Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2014 and 2013 (unaudited)	F-3
Notes to Unaudited Condensed Financial Statements	F-4

 

3

 

AUTRIS
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

 

 

			December 30,			June 30,
			2014			2014
			(unaudited)			(audited)
ASSETS
Current assets
Cash		$	96,397		$	65,424
Accounts receivable			22,731			23,251
Other assets			2,200			-
Inventory			68,885			25,487
Total current assets			190,213			114,162
Property and Equipment, net of accumulated depreciation			26,067			26,493
Total assets		$	216,280		$	140,655
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities		$	115,276		$	57,371
Accrued expense - related party			140,000			60,000
Accrued imputed interest - related party			4,551			1,904
Note payable, related party			93,208			56,016
Total current liabilities			353,035			175,291
Stockholders' (deficit)
Common stock, $0.001 par value; 75,000,000 shares
authorized; 43,168,556 issued and
outstanding at September 30, 2014 and June 30,
2014			43,169			43,169
Additional paid in capital			294,207			294,207
Common stock subscription receivable			0			(60,000)
Accumulated deficit			(474,131)			(312,012)
Total stockholders' (deficit)			(136,755)			-34,636
Total liabilities and stockholders' (deficit)		$	216,280		$	140,655

See notes to unaudited condensed consolidated financial statements.

F-1

 

 

AUTRIS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

 

		For the three months ended				For the six months ended
		December 31,				December 30,
		2014		2013		2014		2013
Revenue		$                    299,443		$                    189,137		$                    353,494		$                    581,726
Cost of revenue		122,755		122,686		170,744		359,235
Gross profit		176,688		66,451		182,750		222,491
Operating expenses
Professional fees		17,927		101,155		67,288		114,580
Depreciation		1,663		1,695		3,326		3,212
Travel		9,096		30,930		23,780		57,172
Research and development		24,230		-		24,230		30,035
Promotional and advertising		7,081		16,089		8,405		19,787
General and administrative		116,867		50,698		215,012		104,609
Total operating expenses		176,864		200,567		342,041		329,395
Loss from operations		(176)		(134,116)		(159,291)		(106,904)
Other income (expense)
Interest income		-		2		-		16
Interest expense		(1,323)		(819)		(2,828)		(819.00)
Total other income (expense)		(1,323)		(817)		(2,828)		(803)
Net loss		$                      (1,499)		$                  (134,933)		$                  (162,119)		$                  (107,707)
Basic and diluted net loss per common share		$                        (0.00)		$                        (0.00)		$                        (0.00)		$                        (0.00)
Basic and Diluted  Weighted average shares outstanding		43,168,556		27,078,897		43,168,556		27,078,897

See notes to unaudited condensed consolidated financial statements.

F-2

 

AUTRIS

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 

 

		For the six months ended
		December 31,
		2014		2013
Cash flows from operating activities
Net loss		$                   (162,119)		$                   (107,707)
Adjustments to reconcile net loss to net cash used in operating
activities
Depreciation		3,326		3,212
Amortization of debt discount		-		819
Shares issued for services		-		41,000
Expenses paid on behalf of the Company by a related party		14,000		-
Changes in operating assets and liabilities
Accounts receivable		520		72,185
Inventory		(43,398)		38,090
Other Assets		(2,200)		(150)
Accounts payable and accrued liabilities		57,905		(85,522)
Accrued expenses-related party		80,000		-
Accrued imputed interest - related party		2,647		-
Net cash used in operating activities		(49,319)		(38,073)
Cash flows from investing activities
Purchase of equipment		(2,900)		-
Cash flows from investing activities		(2,900)		-
Cash flows from financing activities
Cash acquired in merger		-		7
Proceeds from notes payable - related party		66,000		41,016
Payments on notes payable - related party		(42,808)		(9,865)
Proceeds from sale of stock		-		111,790
Payments received on common stock subscription receivable		60,000		-
Net cash provided by financing activities		83,192		142,948
Net change in cash		30,973		104,875
Cash at beginning of period		65,424		19,323
Cash at end of period		$                       96,397		$                     124,198
Supplemental cash flow Information:
Cash paid for interest		$                              -		$                              -
Cash paid for income taxes		$                              -		$                              -
Non-cash investing and financing activities
Common stock issued for subscription receivable		$                              -		$                       60,000

See notes to unaudited condensed consolidated financial statements.

F-3

AUTRIS

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Nature of Business

AUTRIS (the “Company”) was incorporated in the State of Nevada on February 28, 2008 as Big Sky Productions, Inc. The Company filed a Certificate of Amendment with the Nevada Secretary of State on January 6, 2014 effecting the name change.

On October 09, 2013, we acquired 100% of the membership interest of NitroHeat, LLC. Under the membership interest purchase agreement, Autris issued 20,000,000 shares of its common stock to Derek Naidoo (100% membership owner) exchange for 100% of NitroHeat, LLC.  For accounting purposes, the acquisition of the NitroHeat, LLC by Autris has been accounted for as a re-capitalization, similar to a reverse acquisition whereby the private company, NitroHeat, LLC, acquired (Autris) due to a change in control.   Accordingly, NitroHeat, LLC is considered the acquirer for accounting purposes and thus, the historical financials are primarily that of NitroHeat, LLC As a result of this transaction, Autris changed its business direction and is now a manufacturer and distributor of heated nitrogen system primarily focused towards the spray painting industry.

Note 2 – Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information.

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Plan of Operations for the year ended June 30, 2014.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows.  It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.  The interim results for the three and six months ended December 31, 2014 are not necessarily indicative of results for the full fiscal year.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Areas requiring the use of estimates include impairment of long lived assets, valuation allowance applied to deferred tax assets and useful lives used in the depreciation of equipment. Actual results could differ from those estimates.

F-4

AUTRIS
Notes to Condensed Consolidated Financial Statements
(Unaudited)

 

Principles of consolidation

For the period ended December 31 2014 and June 30, 2014, the consolidated financial statements include the accounts of NitroHeat, LLC and Autris. All significant intercompany balances and transactions have been eliminated. NitroHeat, LLC and Autris will be collectively referred herein to as the “Company”.

 

Cash and Cash Equivalents

All highly liquid investments with maturity of three months or less are considered to be cash equivalents.  There were no cash equivalents as of December 31, 2014.

Inventory

Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value). At December 31, 2014 inventories consisted of the following:

		December 31, 2014
Raw Materials	$	5,911
WIP		-
Finished Goods		62,974
Total	$	68,885

 

 

Property and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

 

	Estimated Useful Lives
Furniture and Fixtures	5 - 10 years
Computer Equipment	2 - 5 years
Vehicles	5 - 10 years

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For audit purposes, depreciation is computed under the straight-line method.  

Earnings per share

FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings (loss) per share.  Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period.  Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share.  Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.

Stock-based compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards.  This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

F-5

 

AUTRIS

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Stock-based compensation, continued

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

Revenue Recognition

The Company's financial statements are prepared under the accrual method of accounting. Revenues are recognized when evidence of an agreement exists, the price is fixed or determinable, collectability is reasonably assured and goods have been delivered or services performed.

Through the acquisition of NitroHeat, the Company derived revenues from the sale of advertising space on its radio program “The Ellis Martin Report.” “The Ellis Martin Report” is a paid news magazine airing on select AM radio stations in the United States.  Clients and/or guests compensated the Company for time on this program to expose their business or stories to the listening audience.

Since the acquisition of NitroHeat, the Company derives revenues from the sale of heated nitrogen systems.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

Reclassification

Certain accounts have been reclassified in the comparative prior year financial statements to conform to the current period presentation. Subscription receivable of $60,000 has been segregated from Common Stock and Additional Paid-In Capital at June 30, 2014 to conform to the September 30, 2014 balance sheet. Correspondingly, the number of shares outstanding has also been adjusted to reflect this distinction.

Note 3 – Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company incurred a net loss from continuing operations for the six months ended December 31, 2014 of $159,291.  The Company’s net operating loss was primarily related to expenses incurred in connection with its merger activities. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

F-6

AUTRIS

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 4 – Property and Equipment

	December 31, 2014			June 30, 2014
Leasehold improvements	$	2,795		$	2,795
Computer and video equipment		11,265			11,265
Machinery		38,239			35,370
Furniture and equipment		5,091			5,091
Sub Total	$	57,390		$	54,521
Accumulated depreciation		(31,323)			(28,028)
Total	$	26,067		$	26,493
Depreciation expense	$	3,326		$	6,015

Note 5 – Related Party Transactions

During the six months ended December 31, 2014, the Company repaid outstanding loans from an officer of the Company totaling $42,808 and received advancements of $66,000. In addition, the same officer paid $14,000 of expenses on brhalf of the company. There was a total of $93,208 due to related parties as of December 31, 2014. The loans are non-interest bearing, due on demand and as such are included in current liabilities. The Company also has $140,000 due to a Company officer for compensation as of December 31, 2014. 

Note 6 – Stockholders’ Equity

 

Common Stock

The Company is authorized to issue up to 75,000,000 shares of $0.001 par value common stock. The Company has no stock option plan, warrants or other dilutive securities.

During the six months ended December 31, 2014, the Company received $60,000 for shares issued in the prior year. As of December 31, 2014 $0 is remaining in common stock subscription receivable.

Note 7 – Subsequent Events

 

Subsequent to December 31, 2014, we issued 1,600,000 shares of common stock to an officer of the Company for the $80,000 of accrued compensation.

Subsequent to December 31, 2014, the Company entered into a $6,000 convertible note with an exercise price of 80% of the 10-day average closing price of the Company’s stock leading up to conversion. The note bears interest at 12% per annum and is due January 19, 2017.  As additional consideration to this note, the Company issued a warrant to the lender. The warrant gives the lender the ability to purchase 60,000 shares of the Company’s common stock at an exercise price of $.10. The warrant expires January 2016.

 

F-7

Item 2     Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our unaudited interim financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.  Various statements have been made herein that may constitute “forward-looking statements”.  Forward-looking statements may also be made in the Company’s other reports filed with or furnished to the United States Securities and Exchange Commission (the “SEC”) and in other documents.  In addition, the Company through its management may make oral forward-looking statements.  

Forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from such statements.  The words “believe,” “expect,” “anticipate,” “optimistic,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely” and similar expressions are intended to identify forward-looking statements.  These statements are not guarantees of future performance, and therefore, you should not put undue reliance upon them.  Some of the statements that are forward-looking include: our ability to successfully implement our business plan; our estimates of revenues and of other expenses associated with our operations; our ability to identify, explore and extract mineralized material; and our ability to generate sufficient cash flows and maintain adequate sources of liquidity to finance our ongoing operations and capital expenditures.  The Company undertakes no obligation to update or revise any forward-looking statements.

CORPORATE HISTORY AND BACKGROUND

Autris, formerly Big Sky Productions, Inc. (the “Company”) was incorporated in the State of Nevada on February 28, 2008.  Effective January 14, 2014, our name change went effective and our ticker symbol was changed to “AUTR”.  The Company has elected a fiscal year end of June 30.  

OUR BUSINESS

We have discontinued our operations of an online news magazine and terrestrial radio program broadcast known as the “Ellis Martin Report” and during the quarter ended September 30, 2013, we completed the acquisition of NitroHeat, LLC, a California limited liability company (“NitroHeat") from its sole member Anand Derek Naidoo. Mr. Naidoo became our Chief Executive officer, President and Director, as well as remaining Chief Executive Officer of NitroHeat as a result of the acquisition. NitroHeat shall operate as a wholly-owned subsidiary of the Company.NitroHeat is a manufacturer and distributor of nitrogen generators and compressed gas heaters, with all manufacturing and assembly conducted in the Gardena, California. This unique solution is currently supplied into the automotive and industrial spray painting markets. Even though NitroHeat’s initial focus was in the spray painting of vehicle and industrial applications, there are a variety of other uses for this system in the following areas: Food production and packaging, shielding gases in the industrial and aeronautical sector, fire retardants, wine production and bottling, shielding gas and aluminum extrusion.

In the painting segment, the benefits derived from the utilization of the NitroHeat system are; improved paint transfer efficiency, faster drying / curing time and a higher finish quality. In the industrial sectors, the Nitrogen generators are used as an alternative to compressed “bottled / tanked” nitrogen. The NitroHeat Nitrogen generators are able to produce “nitrogen on demand”. The Nitroheat compressed gas heaters are also used in a variety of industries requiring “hot air”. Our unique thermal process controllers are able to precisely supply compressed air or nitrogen at very specific temperatures.

 

Future operations of the Company shall focus on NitroHeat.

Critical Accounting Policies and Estimates

While our significant accounting policies are more fully described in Note 1 to our financial statements for the three months ended September 30, 2014, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.

Principles of Consolidation

The unaudited consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America and present the financial statements of the Company and our wholly-owned subsidiaries. In the preparation of our unaudited consolidated financial statements, intercompany transactions and balances are eliminated.

4

Results of Operations

 

The following discussion of the financial condition and results of operations should be read in conjunction with the financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.

For the Three Months ended December 31, 2014

For the three months ended December 31, 2014, operating expenses were $176,864 as compared to $200,567 for the three months ended December 31, 2013. The increase in operating expenses for the three month periods were primarily attributable to a decrease increase in professional fees, travel, promotional and marketing. Product development increased and general and administrative expenses increased   primarily due to increases in wage expense.

For the three months ended December 31, 2014 and 2013, we incurred a net loss of $1,499 and 134,933, respectively.

For the Six Months ended December 31, 2014

For the six months ended December 31, 2014, operating expenses were $342,041 as compared to $329,395 for the six months ended December 31, 2013. The increase in operating expenses for the six month periods were primarily attributable to an increase in general and administrative expenses increased   primarily due to increases in wage expense, which is partially offset by decreases in professional fees and travel.

For the six months ended December 31, 2014 and 2013, we incurred a net loss of $162,119 and $107,707, respectively.

Liquidity and Capital Resources

As of December 31, 2014, our current assets were $190,213 and our current liabilities were $353,035, resulting in working capital deficit of $162,822. We have been funding our operations through the issuance of common stock for operating capital purposes.

Liquidity and Financial Condition

As of December 31, 2014, the Company had current assets of $190,213 and current liabilities of $353,035; and a cash balance of $96,397.

We anticipate that additional capital will be required to implement our business plan for the next 12 months in our operations of NitroHeat.  In order to obtain the necessary capital, the Company may need to sell additional shares of common stock or borrow funds from private lenders.

Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us or experience unexpected cash requirements that would force us to seek alternative financing.  Further, if we issue additional equity or debt securities as a means of raising additional capital, stockholders may experience dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of common stock.

Operating Activities

For the six months ended December 31, 2014, net cash flows used in operating activities was $49,319 and was primarily attributable to our net loss of $162,119 adjusted for the add back of depreciation of $3,326 and $14,000 of expenses paid on behalf of the Company by a related party.  This is offset by net changes in operating assets and liabilities of $95,474 due to an increase in accounts receivable of $520, a decrease in inventory of $43,398 an increase of $80,000 of  wage expense to a Company officer, an increase in accounts payable and accrued expenses of $57,904 and increase in accrued imputed interest - related party of $2,647. For the six months ended December 31, 2013, net cash used by operating activities was $38,023 and was primarily attributable to our net loss of $107,707 adjusted for the add back by depreciation of $3,212 and offset by net changes in operating assets and liabilities of $24,603 due to an  increase in accounts receivable of $72,815 and an increase inventory $38,9 and a decrease in accounts payable and accrued expenses of $85,522.

Investing Activities

Net cash flows used in investing activities was $2,900 for the six months ended December 31, 2014 and compared to $0 for the six months ended December 31, 2013.

Financing Activities

Net cash flows provided by financing activities were $83,192 for the six months ended December 31, 2014 resulting from the net proceeds received from a related-party of $66,000, repayments of notes payable related party of $42,808 and payments received on common stock receivable of $60,000.

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern in their audit opinion for the three months ended September 30, 2014. We estimate that based on current plans and assumptions, that our available cash is insufficient to satisfy our cash requirements for the next 12 months.

We presently have no other alternative source of working capital. We may not have sufficient working capital to provide working capital necessary for our ongoing operations and obligations for the next 12 months. As of December 31, 2014, we had $96,397 available in cash.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3 Quantitative and Qualitative Disclosures about Market Risk

This item is not required for a smaller reporting company.

Item 4 Controls and Procedures

Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our President, Chief Executive and Chief Financial Officers, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) and 15d-15 (b) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, our management has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are not effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our President, Chief Executive and Chief Financial Officers, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

5

 

PART II

 

Item 1 Legal Proceedings

None.

Item 1A. Risk Factors

This Item is not applicable because the Company is a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

This Item is not applicable.

Item 5. Other Information

6

Item 6.

Exhibits

 

Number	Exhibit
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

*  Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.

 

7

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AUTRIS
Date:  February 3, 2015	/s/ Anand Derek Naidoo
	Anand Derek Naidoo Chief Executive Officer

 

8

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a)

I, Anand Derek Naidoo, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of AUTRIS

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 financing 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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; and

5.

The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 3, 2015	/s/ Anand Derek Naidoo
	Anand Derek Naidoo Chief Executive Officer

 

 

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a)

I, Ellis Martin, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of AUTRIS

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 financing 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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; and

5.

The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 3, 2015	/s/ Ellis Martin
	Ellis Martin Chief Financial Officer

 

Exhibit 32.1

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 Quarterly Report of AUTRIS (the “Company”) on Form 10-Q for the quarter ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anand Derek Naidoo, 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:

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 results of operations of the Company.

Date: February 3, 2015	/s/ Anand Derek Naidoo
	Anand Derek Naidoo Chief Executive Officer

 

Exhibit 32.2

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 Quarterly Report of AUTRIS (the “Company”) on Form 10-Q for the quarter ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ellis Martin, 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:

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 results of operations of the Company.

Date: February 3, 2015	/s/ Ellis Martin
	Ellis Martin Chief Financial Officer