10QSB 1 ironlink10qsb43007.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended April 30, 2007. [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to ------------------ ----------------------- Commission File Number 333-137613 ---------- IRON LINK LTD. ------------------------------------------------------------------------------- (Exact name of small Business Issuer as specified in its charter) Nevada 71-1026782 ------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 800 Bellevue Way NE, Suite #400 Bellevue, WA 98004 ---------------------------------------- ---------------------------- (Address of principal executive offices) (Postal or Zip Code) Issuer's telephone number, including area code: (425) 462 - 4216 ---------------------------- None -------------------------------------------------------------------------------- (Former name,former address and former fiscal year,if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes | X | No | | Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes | X | No | | APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes | | No | | APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 7,008,000 Shares of $0.001 par value Common Stock outstanding as of June 12, 2007. Transitional Small Business Disclosure Format (Check one): Yes | | No | | IRON LINK LTD. (A Development Stage Company) CONSOLIDATED FINANCIAL STATEMENTS April 30, 2007 (Unaudited) IRON LINK LTD. (A Development Stage Company) CONSOLIDATED BALANCE SHEETS

April 30, 2007 July 31, 2006 ------------------------------------------ (Unaudited) (Audited) ASSETS Current assets Cash $ 11,855 $ 16,849 Prepaid expenses 1,000 214 ------------------------------------------ Total current assets 12,855 17,063 ------------------------------------------ Property and equipment, net 3,869 3,581 Security deposit 450 450 ------------------------------------------ 4,319 4,031 ------------------------------------------ Total Assets $ 17,174 $ 21,094 ========================================== LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 13,895 $ - Due to related parties 6,821 6,030 Notes payable related parties 11,462 20,009 ------------------------------------------ Total current liabilties 32,178 26,039 ------------------------------------------ Total Liabilities 32,178 26,039 ------------------------------------------ Stockholders' Equity Common stock, $.001 par value; 75,000,000 shares authorized; 7,008,000 issued and outstanding (July 31, 2006 - 5,000,000) 7,008 5,000 Additional paid in capital 48,192 - Deficit accumulated during the development stage (69,912) (9,881) Accumulated other comprehensive income (loss) (292) (64) ------------------------------------------ Total Stockholders' Equity (15,004) (4,945) ------------------------------------------ Total Liabilities and Stockholders' Equity $ 17,174 $ 21,094 ==========================================

The accompanying notes are an integral part of the consolidated financial statements. IRON LINK LTD. (A Development Stage Company) CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME (Unaudited)

Three months Nine months May 30, 2006 Ended Ended (Inception) through April 30, 2007 April 30, 2007 April 30, 2007 --------------------- -------------------- --------------------- Revenue $ - $ - $ - --------------------- -------------------- --------------------- Expenses: Depreciation 141 420 493 Bank charges 61 301 362 Product testing - - 1,041 Consulting 5,900 5,900 8,074 Officer compensation 1,500 4,500 6,500 Office and administrative 4,640 12,063 12,949 Professional fees 4,450 16,050 16,050 Travel 3,613 7,293 10,930 Transfer agent 12,550 12,550 12,550 --------------------- -------------------- --------------------- 32,855 59,077 68,949 --------------------- -------------------- --------------------- Loss from operations (32,855) (59,077) (68,949) Other income (expense) Interest expense (296) (954) (963) --------------------- -------------------- --------------------- Income (loss) before provision for income tax (33,151) (60,031) (69,912) Provision for income tax - - - --------------------- -------------------- --------------------- Net income (loss) $ (33,151) $ (60,031) $ (69,912) Other comprehensive income (loss) - net of tax Foreign currency translation gains (losses) (430) (228) (292) --------------------- -------------------- --------------------- Comprehensive loss $ (33,581) $ (60,259) $ (70,204) ===================== ==================== ===================== Net income (loss) per share (Basic and fully diluted) $ (0.01) $ (0.01) ===================== ==================== Weighted average number of common shares outstanding 7,008,000 5,714,813 ===================== ====================

The accompanying notes are an integral part of the consolidated financial statements. IRON LINK LTD. (A Development Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)

Deficit Accum. Accum. During the Other Stock- Common Stock Paid In Development Compre. holders' Shares Amount Capital Stage Income/(Loss) Equity ---------- -------- ---------- ----------- ------------- ---------- Balances at May 30, 2006 - $ - $ - $ - $ - $ - Issuance of stock for cash 5,000,000 5,000 - 5,000 Foreign currency translation gain (loss) (64) (64) Net gain (loss) for the period ended July 31, 2006 (9,881) (9,881) --------- -------- --------- ---------- ----------- ---------- Balances at July 31, 2006 5,000,000 5,000 - (9,881) (64) (4,945) --------- -------- --------- ---------- ----------- ---------- Issuance of stock for cash 2,008,000 2,008 48,192 50,200 Foreign currency translation gain (loss) (228) (228) Net gain (loss) for the period ended April 30, 2007 (60,031) (60,031) --------- --------- ---------- ---------- ----------- --------- Balances at April 30, 2007 7,008,000 $ 7,008 $ 48,192 $ (69,912) $ (292) $ (15,004) ========= ========= ========== ========== =========== ==========

The accompanying notes are an integral part of the consolidated financial statements. IRON LINK LTD. (A Development Stage Company) CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

Nine months May 30, 2006 Ended (Inception) through April 30, 2007 April 30, 2007 -------------------------- ------------------------ Cash Flows From Operating Activities: Net income (loss) $ (60,031) $ (69,912) Adjustments to reconcile net income to net cash provided by (used for) operating activities: Depreciation 420 493 Prepaid expense (786) (1,000) Security deposits - (450) Accounts payable 13,895 13,895 Accounts payable related parties 791 6,821 -------------------------- ------------------------ Net cash provided by (used for) operating activities (45,711) (50,153) -------------------------- ------------------------ Cash Flows From Investing Activities: Purchase of fixed assets (708) (4,362) -------------------------- ------------------------ Net cash provided by (used for) investing activities (708) (4,362) -------------------------- ------------------------

(Continued On Following Page) The accompanying notes are an integral part of the consolidated financial statements. IRON LINK LTD. (A Development Stage Company) CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (Continued From Previous Page)

Nine months May 30, 2006 Ended (Inception) through April 30, 2007 April 30, 2007 ------------------------- ------------------------ Cash Flows From Financing Activities: Note payable related parties (8,547) 11,462 Issuance of common stock 50,200 55,200 ------------------------- ------------------------ Net cash provided by (used for) financing activities 41,653 66,662 ------------------------- ------------------------ Effect of exchange rate changes on cash (228) (292) ------------------------- ------------------------ Net Increase (Decrease) In Cash (4,994) 11,855 Cash At The Beginning Of The Period 16,849 - ------------------------- ------------------------ Cash At The End Of The Period $ 11,855 $ 11,855 ========================= ======================== Schedule Of Non-Cash Investing And Financing Activities ------------------------------------------------------- None Supplemental Disclosure ----------------------- Cash paid for interest $ - $ - Cash paid for income taxes $ - $ -

The accompanying notes are an integral part of the consolidated financial statements. IRON LINK LTD. (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS April 30, 2007 (Unaudited) Note 1 Nature and Continuance of Operations ------------------------------------ Organization ------------ Iron Link Ltd. (the Company or "Iron Link") was incorporated on May 31, 2006 under the laws of the State of Nevada, USA. The Company owns 100% of the issued and outstanding common shares of Iron Link TV Ltd. (Iron Link TV), a British Columbia, Canada company, whose business is developing a television programming delivery system based on IPTV technology. IPTV, short for Internet Protocol Television, delivers television as data over a broadband connection that can be viewed on a PC or on television set equipped with set-top box. Iron Link is planning to deliver streaming content and Video On Demand services to customers in North America. Going Concern ------------- The Company commenced operations on May 31, 2006 and has not realized any revenues since inception. The Company has a deficit accumulated to April 30, 2007 in the amount of $69,912. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company to date has funded its initial operations through the issuance of 7,008,000 shares of capital stock for proceeds of $55,200 and loans from directors in the amount of $20,500. Management plans to raise additional funds through issuance of additional capital stock and further loans from directors. Unaudited Interim Financial Statements -------------------------------------- The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended July 31, 2006 included in the Company's SB-2 filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form SB-2. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended April 30, 2007 are not necessarily indicative of the results that may be expected for the year ending July 31, 2007. Note 2 Significant Accounting Policies ------------------------------- These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is Iron Link Ltd. (A Development Stage Company) Notes to the Consolidated Financial Statements April 30, 2007 (Unaudited) - Page 2 Note 2 Significant Accounting Policies - (cont'd) ------------------------------- dependent upon future events, the preparation of consolidated financial statements for a period necessarily involves the use of estimates which have been made using careful judgement. Actual results may vary from these estimates. The consolidated financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below: a) Basis of Presentation --------------------- These consolidated financial statements include the accounts of the Company and its wholly-owned Canadian subsidiary, Iron Link TV Ltd. All inter-company transactions and balances have been eliminated. b) Development Stage Company -------------------------- The Company complies with Financial Accounting Standard Board Statement ("FAS") No. 7 and The Securities and Exchange Commission Act Guide 7 for its characterization of the Company as development stage. c) Technology Rights ----------------- In accordance with " Statement of Position (SOP) No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" and SFAS No. 86, software development costs are expensed as incurred until technological feasibility has been established, at which time such costs are capitalized until commercial operations have commenced. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Software development costs capitalized include direct labour and purchased software expenses incurred after technological feasibility has been established. Amortization of capitalized application software development costs begins upon the commencement of commercial operations. Capitalized costs will be amortized over the estimated product life of three to five years, using the greater of the straight-line method or the ratio of current product revenues to total projected future revenues. At the balance sheet date, the Company evaluates the net realizable value of the capitalized costs and adjusts the current period amortization for any impairment of the capitalized asset value. Iron Link Ltd. (A Development Stage Company) Notes to the Consolidated Financial Statements April 30, 2007 (Unaudited) - Page 3 Note 2 Significant Accounting Policies - (cont'd) ------------------------------- d) Depreciation and Amortization ----------------------------- Depreciation and amortization are provided in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives. The accelerated methods have been used for computer equipment for financial reporting purposes, accelerated methods are used for tax purposes. e) Foreign Currency Translation ---------------------------- The Company's wholly-owned subsidiary translates amounts from its functional currency, Canadian dollars, to the reporting currency, United States dollars, in accordance with the Statement of Financial Accounting Standards ("FAS") No. 52, "Foreign Currency Translation". At each balance sheet date, recorded balances that are denominated in a currency other than the reporting currency are adjusted to reflect the current exchange rate which may give rise to a foreign currency translation adjustment accounted for as a separate component of stockholders' equity. Transactions undertaken in currencies other than the reporting currency are translated at the exchange rate in effect as of the transaction date. Any exchange gains or losses are included in the statement of operations. f) Impairment of Long-Lived Assets ------------------------------- Capital assets are reviewed for impairment in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets", which was adopted effective January 1, 2002. Under SFAS No. 144, these assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, which the carrying value of the asset exceeds the fair value. g) Organization Costs ------------------ The Company has adopted the provisions of AICPA Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities" whereby organization and initial costs incurred with the incorporation and initial capitalization of the Company are charged to operations as incurred. Iron Link Ltd. (A Development Stage Company) Notes to the Consolidated Financial Statements April 30, 2007 (Unaudited) - Page 4 Note 2 Significant Accounting Policies - (cont'd) ------------------------------- h) Income Taxes ------------ The Company follows FAS No. 109, "Accounting for Income Taxes" which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of FAS 109, deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. i) Basic and Diluted Loss Per Share -------------------------------- The Company computes net loss per share in accordance with FAS No. 128, "Earnings Per Share" ("FAS 128"). FAS 128 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the year including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the year is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti dilutive. j) Financial Instruments --------------------- The carrying values of cash, accounts payable and accrued liabilities and due to related parties approximate their carrying values due to the short-term maturity of these instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. k) New Accounting Standards ------------------------ In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a Iron Link Ltd. (A Development Stage Company) Notes to the Consolidated Financial Statements April 30, 2007 (Unaudited) - Page 5 Note 2 Significant Accounting Policies - (cont'd) ------------------------------- k) New Accounting Standards - (cont'd) ------------------------ beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a significant effect on the Company's future reported financial position or results of operations. In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006. Management is currently evaluating the impact, which the adoption of this standard will have on the Company's financial statements. In June 2006, the FASB issued FASB Interpretation Number 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109." This Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with FASB Statement No. 109, "Accounting for Income Taxes." This Interpretation is effective for fiscal years beginning after December 15, 2006. The Company is currently assessing the effect of this Interpretation on its financial statements. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measures". This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the FASB anticipates that for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which for the Company would be the fiscal year beginning February 1, 2008. The Company is currently Iron Link Ltd. (A Development Stage Company) Notes to the Consolidated Financial Statements April 30, 2007 (Unaudited) - Page 6 Note 2 Significant Accounting Policies - (cont'd) ------------------------------- k) New Accounting Standards - (cont'd) ------------------------ evaluating the impact of SFAS No. 157 but does not expect that it will have a material impact on its financial statements. In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans." This Statement requires an employer to recognize the over funded or under funded status of a defined benefit post retirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. SFAS No. 158 is effective for fiscal years ending after December 15, 2006 which for the Company would be February 1, 2007. The Company does not expect that the implementation of SFAS No. 158 will have any material impact on its financial position and results of operations. In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements." SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006 which for the Company would be February 1, 2007. The Company is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will have a material effect on its financial statements. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on its financial position and results of operations. Iron Link Ltd. (A Development Stage Company) Notes to the Consolidated Financial Statements April 30, 2007 (Unaudited) - Page 7 Note 3 Fixed Assets ------------ The following table illustrates the capitalized cost less accumulated depreciation arriving at the net carrying value on our books at April 30, 2007, and July 31, 2006. April 30, July 31, 2007 2006 ---- ---- Computer and office equipment $ 4,289 $ 3,654 Less: accumulated amortization (420) (73) ------------ ------------ $ 3,869 $ 3,581 ============ ============ Note 4 Capital Stock ------------- The total number of authorized common stock that may be issued by the Company is 75,000,000 shares of stock with a par value of one tenth of one cent ($0.001) per share. During the period from May 31, 2006 (Date of Inception) to July 31, 2006, the Company issued 5,000,000 common shares to directors of the Company for proceeds of $5,000. During the nine months ended April 30, 2007, the Company issued 2,008,000 common shares at $0.025 per share for proceeds of $50,200. At April 30, 2007, there were no outstanding stock options or warrants. Note 5 Related Party Transactions - Notes 4 and 5 -------------------------- a) The President of the Company provides management services to the Company. During the period ended April 30, 2007, the Company incurred $4,500 (July 31, 2006 - $2,000) for executive compensation. b) During the period ended July 31, 2006 a director of the Company provided a $20,000 loan to the Company. The loan payable is unsecured, bears interest at 6.5% per annum, and consists of $10,000 of principal due on July 28, 2007 ( this loan principal was paid to director during the nine months ended April 30, 2007) and $10,000 of principal due on July 31, 2007, and $963 of accrued interest payable. If the loan and accrued interest is not paid within 30 days of the due date, the Company will be required to pay a late charge equal to 5% of the overdue payment. At the option of the holder, after the maturity date, or upon any default, the loan will bear interest at 15% per annum. In addition, during the nine months ended April 30, 2007, the same director provided $500 loan on the same terms. Iron Link Ltd. (A Development Stage Company) Notes to the Consolidated Financial Statements April 30, 2007 (Unaudited) - Page 8 Note 5 Related Party Transactions - Notes 4 and 5 -------------------------- c) The amounts due to related parties include $6,821 (July 31, 2006 - $6,030) which is due to a director of the Company and represent cash advances and expenses incurred on behalf of the Company. This amount is unsecured, non-interest bearing and has no specific terms of repayment. Note 6 Common Control Acquisition -------------------------- By agreement dated June 1, 2006, the Company acquired 100% of the issued and outstanding common shares of Iron Link TV, Ltd. for $10, in an acquisition accounted for as a transaction between entities under common control. The subsidiary's business is developing a television programming delivery system based on IPTV technology. The Company has accounted for the acquisition pursuant to guidance in SFAS 141, Appendix D, which requires in general the combining of the financial position and operations of the parent and acquired subsidiary for all financial statement periods presented. Iron Link TV, Ltd. was incorporated in 2006 and had no assets, liabilities, or operations prior to June 1, 2006. Note 7 Financial Instruments --------------------- Foreign Currency Risk: The Company is exposed to fluctuations in foreign currencies through accounts payable to be settled in Canadian dollars. The Company monitors this exposure, but had no hedge positions at April 30, 2007. Forward-Looking Statements -------------------------- This Form 10-QSB includes "forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All statements other than historical facts included in this Form, including without limitation, statements under "Plan of Operation", regarding our financial position, business strategy, and plans and objectives of management for the future operations, are forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, market conditions, competition and the ability to successfully complete financing. Item 2. Plan of Operation ------------------------- For the next twelve month our specific goal will be to test, develop back-end software for our services, purchase or lease hardware and enter into agreements with service aggregators and content owners. We intend to accomplish the foregoing through the following milestones: (i) Complete testing of all IPTV platform components under consideration for integration into our system. We are currently in this stage of our operations. We hired a private consulting firm to conduct testing of hardware components and advise us on which components will be most suitable to our needs. (ii) Develop and set-up of Operations Support Systems (OSS) and Business Support Systems (BSS) for our services. This will involve software development of a self-service portal where the subscriber is able to manage their subscription, activate new services and de-activate existing ones; Customer Relationship Management (CRM) system; acquisition and integration of the charging and billing system; service management system; inventory management system; order management system, and subscriber management. In a pilot project, we may use a limited number of required IPTV platform components including utilization of a manual charging and billing system and inventory management. (iii) Purchase or lease, subject to financing, all hardware needed to set up our IPTV platform system. (iv) Negotiate with content aggregators and providers streaming content and on-demand movies or independent content for our Iron Link TV services. (v) Complete integration of hardware components, OSS/BSS and setting-up of all systems. In addition, subject to financing, we will secure extra office space and server co-location space to accommodate our hardware equipment and additional personnel. (vi) Deploy our services and a full version of our website (www.ironlinktv.com) for promotion of our services. Depending on the size of our deployment, we will market our services to local customers via print, radio and billboard advertising to our target market of foreign language viewers. If we are successful in generating revenues from our initial deployment, we intend to expand our content offering, purchase additional set-top boxes and increase marketing spending to expand our customer base. As of April 30, 2007, we had spent $3,215 toward the IPTV platform components testing. We intend to spend between $12,000 and $420,000, subject to financing, for further development, marketing and deployment of Iron Link TV IPTV platform. As well, we anticipate spending an additional $15,000 on professional fees, general administrative costs and expenditures associated with complying with reporting obligations. Total minimum expenditures over the next 12 months are therefore expected to be approximately $50,000. This amount will correlate with the amount of the additional capital raised over the next six months. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our operaitons. We believe that debt financing will not be an alternative for funding the company's operations. We do not have any arrangements in place for any future equity financing. Results of Operations For Period Ending April 30, 2007 ------------------------------------------------------ We did not earn any revenues during the nine-month period ending April 30, 2007. During the period ended April 30, 2007, we incurred operating expenses in the amount of $60,031. These operating expenses were comprised of professional fees of $16,050, general and administration costs of $12,063, consulting of $5,900, depreciation expense of $420, bank charges of $301, officer compensation of $4,500, travel expenses of $7,293, transfer agent expenses of $12,550, and interest expense of $954. As at April 30, 2007, the Company had cash of $11,855 and liabilities totalling $32,178 for a working capital deficiency of $20,323 compared to the working capital deficiency of $8,976 as at July 31, 2006. The Company's prospectus was declared effective December 12, 2006. To date the Company issued 2,008,000 shares of common stock for cash proceeds of $50,200 pursuant to this prospectus. We have not generated any revenue since inception and are dependent upon obtaining financing to pursue activities related to the IPTV platform development and implementation. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern. Critical Accounting Policies ---------------------------- Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates, and the recognition of revenues and expenses for the reporting periods. These estimates and assumptions are affected by management's application of accounting policies. Technology Rights ----------------- In accordance with " Statement of Position (SOP) No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" and SFAS No. 86, software development costs are expensed as incurred until technological feasibility has been established, at which time such costs are capitalized until commercial operations have commenced. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Software development costs capitalized include direct labour and purchased software expenses incurred after technological feasibility has been established. Amortization of capitalized application software development costs begins upon the commencement of commercial operations. Capitalized costs will be amortized over the estimated product life of three to five years, using the greater of the straight-line method or the ratio of current product revenues to total projected future revenues. At the balance sheet date, the Company evaluates the net realizable value of the capitalized costs and adjusts the current period amortization for any impairment of the capitalized asset value. Item 3 Controls and Procedures ------------------------------ Evaluation of Disclosure Controls We evaluated the effectiveness of our disclosure controls and procedures as of April 30, 2007. This evaluation was conducted by Alexandre Routkovski, our chief executive officer and our principal accounting officer. Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported. Limitations on the Effective of Controls Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Conclusions Based upon their evaluation of our controls, Alexandre Routkovski, our chief executive officer and principal accounting officer, has concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls. PART II - OTHER INFORMATION --------------------------- Item 1. Legal Proceedings ------------------------- The Company is not a party to any pending legal proceedings. Management is not aware of any threatened litigation, claims or assessments. Item 2. Changes in Securities ----------------------------- None. Item 3. Defaults Upon Senior Securities --------------------------------------- None. Item 4. Submission of Matters to a Vote of Security Holders ----------------------------------------------------------- None. Item 5. Other Information ------------------------- None. Item 6. Exhibits and Report on Form 8-K --------------------------------------- 31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 We did not file any current reports on Form 8-K during the period. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Iron Link Ltd. /s/ Alexandre Routkovski ------------------------------- Alexandre Routkovski President, CEO, Treasurer, CFO principal accounting officer, principal financial officer and Director Dated: June 12, 2007 /s/ Victor Krukov --------------------------- Victor Krukov Secretary and Director Dated: June 12, 2007