UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Amendment No. 2)
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2005
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 000-50956
LAWRENCE CONSULTING GROUP, INC.
(Name of small business issuer as specified in its charter)
20-0653570
Delaware (I.R.S. Employer
Identification No.)
(State of Incorporation)
445 Cedarhurst Avenue, Suite 305
Cedarhurst, New York 11516
(Address of principal executive offices)
516/633-0924
(Issuer's telephone number)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
[ X ] yes [ ] no
The number of shares outstanding of the registrant's class of Common Stock
as of November 1, 2005 was 275,900. The Company held no shares in treasury.
1
LAWRENCE CONSULTING GROUP, INC.
FORM 10-QSB/A
(Amendment No. 2)
FOR THE QUARTER ENDED SEPTEMBER 30, 2005
Explanatory Note
This quarterly report on Form 10-QSB/A of Lawrence Consulting Group, Inc.
(the "Company") for the quarterly period ended September 30, 2005, contains an
amendment to Exhibit 31.1 to the original quarterly report on Form 10-QSB filed
on November 9, 2005 (the "Original Form 10-QSB") to reflect a restatement of the
certification contained therein. This Form 10-QSB/A is effective for all
purposes as of the date of the filing of the original Form 10-QSB.
TABLE OF CONTENTS
Page
Numbers
PART I -FINANCIAL INFORMATION
Item 1 Financial Statements
Balance Sheets as of September 30, 2005
(unaudited) and June 30, 2005 3
Statements of Operations for the three
months ended September 30, 2004 and 2005 (unaudited) 4
Statements of Cash Flows for the three
months ended September 30, 2004 and 2005 (unaudited) 5
Notes to Financial Statements (unaudited) 6
Item 2 - Management's Discussion and Analysis or Plan of Operation 10
Item 3 - Controls and Procedures 12
PART II OTHER INFORMATION
Item 1 - Legal Proceedings 12
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3 - Defaults upon Senior Securities 12
Item 4 - Submission of Matters to a Vote of Security Holders 12
Item 5 - Other Information 12
Item 6 - Exhibits and Reports on Form 8-K 13
Signatures 14
2
Lawrence Consulting Group, Inc.
Balance Sheets
September 30, 2005 June 30, 2005
(unaudited)
------------------ ---------------
ASSETS
CURRENT ASSETS
CASH $ 25,585 $ 46,423
ACCOUNTS RECEIVABLE 5,400 2,800
---------------- ---------------
TOTAL CURRENT ASSETS $ 30,985 $ 49,223
================ ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
ACCRUED LIABILITIES $ 2,370 $ 4,450
--------------- ---------------
STOCKHOLDERS' EQUITY
PREFERRED STOCK $0.0001 PAR VALUE,
AUTHORIZED 2,000,000 SHARES, ISSUED-NONE - -
COMMON STOCK $0.0001 PAR VALUE,
AUTHORIZED 10,000,000 SHARES,
ISSUED & OUTSTANDING 275,900 SHARES
AS OF SEPTEMBER 30, 2005, AND 28 28
JUNE 30, 2005
ADDITIONAL PAID IN CAPITAL 76,872 76,872
ACCUMULATED DEFICIT (48,285) (32,127)
---------------- -------------
TOTAL STOCKHOLDERS' EQUITY 28,615 44,773
---------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' $30,985 $ 49,223
EQUITY ================ =============
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE FINANCIAL STATEMENTS
3
Lawrence Consulting Group, Inc.
Statements of Operations
(unaudited)
THREE MONTHS ENDED
------------------
September 30, 2005 September 30, 2004
------------------ ------------------
REVENUES:
CONSULTING INCOME $ 9,000 $ 1,000
INTEREST INCOME -- 115
------------------ -----------------
TOTAL REVENUES $ 9,000 1,115
GENERAL & ADMINISTRATIVE EXPENSES: $ 25,158 1,655
------------------- -----------------
NET LOSS $(16,158) $ (540)
------------------- -----------------
------------------- -----------------
LOSS PER COMMON SHARE
BASIC AND DILUTED $ (0.06) $ (0.00)
------------------- -----------------
------------------- -----------------
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING-BASIC AND DILUTED 275,900 241,598
------------------- -----------------
------------------- -----------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE FINANCIAL STATEMENTS
4
Lawrence Consulting Group, Inc.
Statements of Cash Flow
(UNAUDITED)
THREE MONTHS ENDED
------------------
September 30, 2005 September 30, 2004
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS $ (16,158) $ (540)
Adjustments to reconcile net loss to
net cash used in operating activities:
Changes in asset and liability balances:
Accounts receivable (2,600) (1,000)
Accrued Liabilities (2,080) (9,518)
-------------- -------------
NET CASH USED IN OPERATING ACTIVITIES $ (20,838) $(11,058)
-------------- -------------
NET CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock -- 50,900
Proceeds from Common Stock
subscription receivable -- 25,000
-------------- --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- 75,900
-------------- --------------
NET INCREASE (DECREASE) IN CASH $ (20,838) $ 64,842
CASH - beginning of period 46,423 942
-------------- --------------
CASH - end of period $ 25,585 $ 65,784
-------------- ---------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE FINANCIAL STATEMENTS
5
Lawrence Consulting Group, Inc.
Notes to Financial Statements
SEPTEMBER 30, 2005
(Unaudited)
General
The accompanying unaudited consolidated financial statements and footnotes
have been condensed and therefore do not contain all disclosures required by
accounting principles generally accepted in the United States of America. In the
opinion of management, the information furnished reflects all adjustments,
consisting of normal recurring adjustments, necessary to present fairly the
financial position, results of operations and cash flows for the interim
periods. Interim periods are not necessarily indicative of results for a full
year.
These financial statements should be read in conjunction with the audited
financial statements of the Company for the year ended June 30, 2005 and the
notes thereto contained in the Company's Annual Report on Form 10-KSB, as filed
with the Securities and Exchange Commission on September 28, 2005.
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Operations
Lawrence Consulting Group, Inc. (the "Company") was organized under the
laws of the State of Delaware on January 14, 2004. The Company offers consulting
and business advisory services. As of September 30, 2005, the Company had
entered into consulting agreements with three clients. The Company's clients are
currently located in New York and Florida.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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. Actual results could differ from these
estimates. Significant estimates made by management include the valuation of the
deferred tax asset allowance.
Fair Value of Financial Instruments
The amounts at which current assets and current liabilities are presented
approximate their fair value due to their short-term nature.
Accounts Receivable
Accounts receivable are recorded at their estimated realizable value. An
allowance for doubtful accounts is estimated by management through evaluation of
significant past due accounts. Accounts are deemed past due when payment has not
been received within the stated time period. The Company's policy is to review
individual past due amounts periodically and write off amounts for which all
collection efforts are deemed to have been exhausted.
Revenue Recognition
The Company's consulting agreements may require monthly fees and/or hourly
fees. These fees are recognized as revenue as services are rendered.
Income Taxes
The Company follows the provisions of Statement of Financial Accounting
Standards Board No. 109, "Accounting for Income Taxes," which requires the use
of the liability method of accounting for income taxes. The liability method
measures deferred income taxes by applying enacted statutory rates in effect at
the balance sheet date to the differences between the tax basis of assets and
liabilities and their reported amounts on the financial statements. The
resulting deferred tax assets or liabilities are adjusted to reflect changes in
tax laws as they occur. A valuation allowance is provided when it is more likely
than not that a deferred tax asset will not be realized.
6
Loss Per Common Share
The Company has adopted Statement of Financial Accounting Standards No.
128, Earnings Per Share, which modified the calculation of earnings per share
("EPS"). This statement replaced the previous presentation of primary and fully
diluted EPS to basic and diluted EPS. Basic EPS is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted EPS includes the dilution of common stock
equivalents, and is computed similarly to fully diluted EPS pursuant to
Accounting Principles Board (APB) Opinion 15.
Basic loss per common share is calculated by dividing net loss by the
weighted average number of shares of common stock outstanding. Stock warrants
have not been included in the calculation of diluted loss per share, as the
effect would have been antidilutive and the warrants were not exercisable during
the period covered by these financial statements as the Company's common stock
was not trading at $1.00 per share. Accordingly, basic and dilutive loss per
share are the same for the Company.
Loss Per Share
For the three months ended
----------------------------
September 30, 2005 September 30, 2004
------------------ ------------------
Basic $ (0.06) $ (0.00)
Diluted (0.06) (0.00)
NOTE B - INCOME TAXES
Deferred tax assets and liabilities are determined using enacted tax rates
for the effects of net operating losses and temporary differences between the
book and tax bases of assets and liabilities. The Company records a valuation
allowance on deferred tax assets to reflect the expected future tax benefits to
be realized. In determining the appropriate valuation allowance, certain
judgments are made relating to recoverability of deferred tax assets, uses of
tax loss carry forwards, level of expected taxable income and available tax
planning strategies. These judgments are routinely reviewed by management. At
September 30, 2005 and September 30, 2004, the Company had a net operating loss
of $48,285 and $11,315, respectively, available to reduce future taxable income
expiring through 2024. Management is unable to determine if the utilization of
the future tax benefit is more likely than not and accordingly, the tax asset of
$20,280 and $4,752 has been fully reserved as of September 30, 2005 and
September 30, 2004, respectively. A reconciliation of the statutory income tax
effective rate to the actual provision shown in the financial statements is as
follows:
For the three months ended
---------------------------------------------
September 30, 2005 September 30, 2004
-------------------- -------------------
Loss before income taxes ($48,285) ($11,315)
-------- -------
-------- -------
Computed tax benefit at
statutory rate:
Federal ($16,417) (34%) ($3,847) (34%)
State (3,863) (8%) (907) (8%)
Net Operating Loss
Valuation reserve 20,280 42% 4,752 (42%)
-------- ------ -------- ---------
Total tax benefit $ -- -% $ -- $ --%
-------- ------- --------- ---------
-------- ------- --------- ---------
7
NOTE C - CAPITAL TRANSACTIONS
On January 15, 2004, the Company issued to its founders 1,000,000 shares of
common stock in exchange for $1,000 (the "Equity Purchase Price") ($0.001 per
share). The Company was subsequently recapitalized so that as of January 16,
2004, the Company had 200,000 shares of Common Stock and 800,000 warrants issued
and outstanding. Management allocated $800 of the Equity Purchase Price to the
warrants ($0.001 per warrant) and the balance to the common stock ($0.001 per
share). The warrants are exercisable at $0.12 per share and expire on January
16, 2014. The warrants are not exercisable until the earlier of (i) September 1,
2007 or (ii) the date on which the closing price of the shares of the Company's
common stock has equaled or exceeded $1.00 per share on the NASDAQ Bulletin
Board, NASDAQ National Market System or on the American or New York Stock
Exchange for at least ten (10) consecutive trading days.
On March 1, 2004, 25,000 shares were sold for $1.00 per share. The Company
received no cash in connection with the sale of these shares during the period
from January 14, 2004 (inception) through June 30, 2004 and was issued a note
receivable for $25,000, which was collected on August 20, 2004.
On August 31, 2004, the Company completed a private placement of 50,900
shares of common stock at $1.00 per share.
On September 24, 2004, the Company filed a registration statement with the
Securities and Exchange Commission (the "SEC") on Form 10SB. On November 23,
2004, the Company went effective as a registrant.
NOTE D - RELATED PARTY TRANSACTIONS
During 2004, the Company utilized the office space provided by its
president at no cost to the Company. The amount of office space utilized by the
Company is considered insignificant.
In March 2004, the Company entered into an agreement with Krovim, LLC
("Krovim"), a principal shareholder of the Company, whereby Krovim agreed to
lend the Company up to a maximum of $25,000 at prime plus 2% per annum. No
drawdowns have been made to date and there are no formal repayment terms.
The President of Rivkalex Corp., a client of the Company's, owns 18.8% of
the Company's common stock.
NOTE E - LONG TERM EMPLOYMENT AGREEMENT
On August 20, 2004, the Company entered into a three year employment
agreement with its president, which shall be extended from year to year after
the initial term. The president, who is also the Company's Chairman and Chief
Executive Officer, shall not be entitled to any cash compensation from the
Company for his services until the Company's annualized revenues exceed $500,000
on a quarterly basis. At such time, the president shall be entitled to receive a
salary of $50,000 per annum.
NOTE F - CONCENTRATION OF RISKS
The Company's cash balances are maintained in a high quality bank checking
account. Management deems all its accounts receivables to be fully collectible,
and, as such, does not maintain any allowances for uncollectable receivables.
8
NOTE G - SUBSEQUENT EVENTS
On October 31, 2005, the Company entered into a plan and agreement of
merger (the "Plaza Agreement"), among the Company, Plaza Acquisition Corp., a
wholly-owned subsidiary of the Company (which became a wholly-owned subsidiary
of the Company in October, 2005), Plaza Consulting Group, Inc. ("Plaza") and
Elizabeth Plaza, the sole stockholder of Plaza. Pursuant to the agreement, Plaza
Acquisition Corp. will be merged into Plaza, with the result that Plaza will
become a wholly-owned subsidiary of the Company, and Ms. Plaza, as the present
sole stockholder of Plaza, will receive:
- $10,000,000 cash at the closing;
- Three payments, each in the amount of $2,750,000, payable on the
first, second and third anniversaries of the closing date; and
- 1,150,000 shares of the Company's common stock at the closing.
As a condition to closing, Plaza is to have a net tangible book value of
not less than $5,500,000, of which at least $2,000,000 is in cash.
The Company does not presently have the cash to make the cash payment due
on closing. The Company is seeking to raise the cash necessary to provide it
with the funds to make the $10,000,000 payment due to Ms. Plaza through the sale
of a new series of preferred stock.
At the closing, all of the present officers and directors will resign from
their respective positions, except that Mr. Dov Perlysky, who is president and a
director, will resign as an officer, but will continue as a director. Also at
the closing, the Company will elect four other board members, one of whom will
be Ms. Plaza and the other three will be independent directors. In addition, Ms.
Plaza will enter into a three-year contract pursuant to which she will continue
to serve as the Company's chief executive officer for 18 months and as a
consultant to the Company for 18 months thereafter.
The Plaza agreement also includes as closing conditions the termination of
all outstanding options issued by Plaza, and the grant by the Company of
incentive stock options to purchase an aggregate of 1,400,000 shares of common
stock.
The Plaza Agreement also provides that, at the closing, the Company will
issue 600,000 shares of common stock and warrants to purchase 2,500,000 shares
of common stock with an exercise price of $.06 per share to San Juan Holdings,
Inc., the investment banker for Plaza and Ms. Plaza. The Company will provide
certain demand and piggyback registration rights to Ms. Plaza and San Juan
Holdings covering the shares of common stock to be issued to them at the closing
and the shares issuable upon exercise of the warrants issuable to San Juan
Holdings.
The Company's board of directors also approved a two-for-one stock
distribution which will become effective at or about the time of the closing
under the Plaza agreement. All references to numbers of shares and per share
prices under this Note G give effect to such stock distribution.
9
Item 2. Management's Discussion and Analysis or Plan of Operation
Plan of Operation
The Company was incorporated on January 14, 2004. In January 2004 the
Company sold 200,000 shares of its Common Stock and warrants to purchase an
additional 800,000 shares of Common Stock at an exercise price of $0.12 per
share to its founders for total consideration of $1,000. In March 2004 the
Company sold 25,000 shares of Common Stock to one shareholder in exchange for a
$25,000 note (the "Note") (The Note was subsequentially paid on August 20,
2004.) In August 2004, the Company sold 50,900 shares of Common Stock for
$50,900 pursuant to a private placement which was reviewed by the State of
Nevada. In August 2004 the Company entered into its first two consulting
agreements. The Company became a reporting company under the Securities Exchange
Act of 1934, as amended on November 23, 2004.
As of September 30, 2005, the Company had generated only $22,315 of
revenues, had cash on hand of $25,585 and had net working capital of $28,615.
The Company will need to raise additional funds during the next twelve months to
fund its operations and its merger with Plaza Consulting Group, Inc. and Ms.
Plaza (the "Plaza Acquisition"). Such funds may be raised through an offering of
Common Stock, preferred stock or debt of the Company, or a combination of any of
the foregoing. The Company has no commitment for any such funding and no
assurances can be given that any such funding can be consummated on terms
acceptable to the Company. The Company use of proceeds for such financing will
be principally for the payment to Ms. Plaza pursuant to the Plaza Agreement and
the hiring of additional employees and for working capital. Except for assets
acquired in connection with the Plaza Acquisition, the Company does not
anticipate any material purchases of plant or equipment or any material research
and development expenditures during the next twelve months.
The failure of the Company to obtain additional financing during the next
twelve months would have a material adverse effect on the Company and its
business and prospects and would not allow it to consumate the merger.
Revenue Recognition
The Company's consulting agreements may require monthly fees and/or hourly
fees. These fees are recognized as revenue as services are rendered.
Income Taxes
The Company follows the provisions of Statement of Financial Accounting
Standards Board No. 109, "Accounting for Income Taxes," which requires the use
of the liability method of accounting for income taxes. The liability method
measures deferred income taxes by applying enacted statutory rates in effect at
the balance sheet date to the differences between the tax basis of assets and
liabilities and their reported amounts on the financial statements. The
resulting deferred tax assets or liabilities are adjusted to reflect changes in
tax laws as they occur. A valuation allowance is provided when it is more likely
than not that a deferred tax asset will not be realized.
10
Subsequent Events
On November 3, 2005, the Company filed a Report on Form 8-K with the SEC
pursuant to which the Company reported that on October 31, 2005, the Company
entered into a plan and agreement of merger (the "Plaza Agreement"), among the
Company, Plaza Acquisition Corp., a wholly-owned subsidiary of the Company
(which became a wholly-owned subsidiary of the Company in October, 2005), Plaza
Consulting Group, Inc. ("Plaza") and Elizabeth Plaza, the sole stockholder of
Plaza. Pursuant to the agreement, Plaza Acquisition Corp. will be merged into
Plaza, with the result that Plaza will become a wholly-owned subsidiary of the
Company, and Ms. Plaza, as the present sole stockholder of Plaza, will receive:
- $10,000,000 cash at the closing;
- Three payments, each in the amount of $2,750,000, payable on the
first, second and third anniversaries of the closing date; and
- 1,150,000 shares of the Company's common stock at the closing.
As a condition to closing, Plaza is to have a net tangible book value of
not less than $5,500,000, of which at least $2,000,000 is in cash.
The Company does not presently have the cash to make the cash payment due
on closing. The Company is seeking to raise the cash necessary to provide it
with the funds to make the $10,000,000 payment due to Ms. Plaza through the sale
of a new series of preferred stock.
At the closing, all of the present officers and directors will resign from
their respective positions, except that Mr. Dov Perlysky, who is president and a
director, will resign as an officer, but will continue as a director. Also at
the closing, the Company will elect four other board members, one of whom will
be Ms. Plaza and the other three will be independent directors. In addition, Ms.
Plaza will enter into a three-year contract pursuant to which she will continue
to serve as the Company's chief executive officer for 18 months and as a
consultant to the Company for 18 months thereafter.
The Plaza agreement also includes as closing conditions the termination of
all outstanding options issued by Plaza, and the grant by the Company of
incentive stock options to purchase an aggregate of 1,400,000 shares of common
stock.
The Plaza Agreement also provides that, at the closing, the Company will
issue 600,000 shares of common stock and warrants to purchase 2,500,000 shares
of common stock with an exercise price of $.06 per share to San Juan Holdings,
Inc., the investment banker for Plaza and Ms. Plaza. The Company will provide
certain demand and piggyback registration rights to Ms. Plaza and San Juan
Holdings covering the shares of common stock to be issued to them at the closing
and the shares issuable upon exercise of the warrants issuable to San Juan
Holdings.
The Company's board of directors also approved a two-for-one stock
distribution which will become effective at or about the time of the closing
under the Plaza agreement. All references to numbers of shares and per share
prices under "Subsequent Events" give effect to such stock distribution.
11
Risk Factors and Forward Looking Statements
The following factors should be considered carefully in evaluating the
Company and its business:
This Report on Form 10-QSB contains certain forward-looking statements that
are based on current expectations. In light of the important factors that can
materially affect results, including those set forth in this paragraph and
below, the inclusion of forward-looking information herein should not be
regarded as a representation by the Company or any other person that the
objectives or plans of the Company will be achieved. The Company may encounter
competitive, technological, financial and business challenges making it more
difficult than expected to continue to develop and market its services; the
market may not accept the Company's existing and future services; the Company
may be unable to retain existing key management personnel; and there may be
other material adverse changes in the Company's operations or business.
Assumptions relating to budgeting, marketing, and other management decisions are
subjective in many respects and thus susceptible to interpretations and periodic
revisions based on actual experience and business developments, the impact of
which may cause the Company to alter its marketing, or other budgets, which may
in turn affect the Company's financial position and results of operations. The
reader is therefore cautioned not to place undue reliance on forward-looking
statements contained herein, which speak solely as of the date of this Form
10-QSB. The Company assumes no responsibility to update any forward-looking
statements as a result of new information, future events, or otherwise.
For other risk factors relating to the Company see the Company's
Registration Statement on Form 10SB as amended filed with the Securities and
Exchange Commission.
Item 3. Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer (collectively, the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for the Company. Such officers have concluded
(based on their evaluation of these controls and procedures as of a date within
90 days of the filing of this report) that the Company's disclosure controls and
procedures are effective, for a company of this size, to ensure that information
required to be disclosed by the Company in this report is accumulated and
communicated to the Company's management, including its principal executive
officers as appropriate, to allow timely decisions regarding required
disclosure. The Certifying Officers also have indicated that there were no
significant changes in the Company's internal controls or other factors that
could significantly affect such controls subsequent to the date of their
evaluation, and there were no corrective actions with regard to significant
deficiencies and material weaknesses.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
12
Item 6. Exhibits
(a) Exhibits:
31.1 Certification of Chief Executive and Chief Financial Officer
pursuant to Section 302 Sarbanes-Oxley Act of 2002
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
EXHIBIT 31.1
CERTIFICATION
I, Dov Perlysky, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Lawrence Consulting
Group, Inc. ("Lawrence Consulting Group");
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of Lawrence Consulting Group as of and for, the periods presented in
this quarterly report;
4. Lawrence Consulting Group's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15(d) - 15(f)) for Lawrence Consulting Group 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 Lawrence Consulting Group,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly 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 purposes in accordance
with generally accepted accounting principles;
c. Evaluated the effectiveness of Lawrence Consutling Group'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 Lawrence Consulting Group's
internal control over financial reporting that occured during its most recent
fiscal quarter (Lawrence Consulting Group's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, Lawrence Consulting Group's internal control over financial
reporting.
5. Lawrence Consulting Group's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reportings to Lawrence Consulting Group's auditors and the audit committee
of Lawrence Consulting Group'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 Lawrence Consulting Group's ability to record,
process, summarize and report financial information; and
Page 13
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in Lawrence Consulting Group's internal
controls over financial reporting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.
LAWRENCE CONSULTING GROUP, INC.
/s/ Dov Perlysky
--------------------------------------
Dov Perlysky
Chief Executive Officer and Chief Financial Officer
Dated: December 19, 2005
EXHIBIT 32.1
LAWRENCE CONSULTING GROUP, INC.
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 Lawrence Consulting Group,
Inc. (the "Company") on Form 10-QSB for the period ending December 31, 2004
as filed with the Securities and Exchange Commission on the date hereof
(the Report), I, Dov Perlysky, Chief Executive Officer and Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to 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/ Dov Perlysky
Dov Perlysky
Chief Executive Officer and Chief Financial Officer
December 19, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.
LAWRENCE CONSULTING GROUP, INC.
/s/ Dov Perlysky
--------------------------------------
Dov Perlysky
Chief Executive Officer and Chief Financial Officer
Dated: December 19, 2005
14