SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the Quarter Ended: June 30, 2007
[] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the Transition Period from _____________ to ____________
Commission File Number 1-32522
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Trafalgar Resources, Inc.
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(Name of Small Business Issuer in its charter)
Utah 91-0974149
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(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
P.O. Box 2017, Sandy, Utah 84091-2017
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(Address of principal executive offices and Zip Code)
(801) 748-1114
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(Registrant's telephone number, including area 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.
(1) Yes X No (2) 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class "A" Voting Common Stock, no par value 5,250,915
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Title of Class Number of Shares Outstanding
as of August 10, 2007
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. However, in the opinion of
management, all adjustments (which include only normal recurring accruals)
necessary to present fairly the financial position and results of operations for
the periods presented have been made. These financial statements should be read
in conjunction with the accompanying notes, and with the historical financial
information of the Company.
2
TRAFALGAR RESOURCES, INC.
BALANCE SHEET
UNAUDITED
June 30,
2007
-----------------
ASSETS
CURRENT ASSETS
Cash $ 7,796
Prepaid expenses 0
-----------------
TOTAL CURRENT ASSETS 7,796
-----------------
$ 7,796
=================
LIABILITIES AND
SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Interest payable - related party (Note 2) $ 152
Income taxes payable 0
-----------------
TOTAL CURRENT LIABILITIES 152
Note Payable - related party (Note 2) 10,000
Contingent liabilities 0
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TOTAL LIABILITIES 10,152
SHAREHOLDERS' DEFICIT
Common stock no par value, 100,000,000
shares authorized; 5,250,915
shares issued at June 30, 2007 137,413
Retained Deficit (103,925)
Deficit from re-entering development stage (35,844)
-----------------
TOTAL SHAREHOLDERS' DEFICIT (2,356)
------------------
$ 7,796
=================
See Notes to Unaudited Financial Statements.
3
TRAFALGAR RESOURCES, INC.
STATEMENTS OF OPERATIONS
UNAUDITED
Period from re-entering
Three Months Ended DEvelopment Stage to
June 30, June 30, June 30,
2007 2006 2007
------------------ ------------------ -----------------
Income $ 0 $ 0 $ 2
Cost of sales 0 0 0
------------------ ------------------ -----------------
GROSS PROFIT 0 0 2
Expenses:
General and Administrative 1,548 1,229 35,546
------------------ ------------------ -----------------
1,548 1,229 35,546
------------------ ------------------ -----------------
(LOSS) BEFORE INCOME TAXES (1,548) (1,229) (35,544)
PROVISION FOR INCOME TAXES 0 0 300
------------------ ------------------ -----------------
NET (LOSS) $ (1,548) $ (1,229) $ (35,844)
================== ================== =================
(LOSS) PER COMMON SHARE
Basic and fully diluted loss per weighted
average common share outstanding $ (.00) $ (.00)
================== ==================
Weighted average number of common
shares outstanding (Note 2) 5,250,915 5,250,915
================== ==================
See Notes to Unaudited Financial Statements.
4
TRAFALGAR RESOURCES, INC.
STATEMENTS OF OPERATIONS
UNAUDITED
Period from re-entering
Nine Months Ended development stage to
June 30, June 30, June 30,
2007 2006 2007
------------------ ------------------ -----------------
Income $ 0 $ 0 $ 2
Cost of sales 0 0 0
------------------ ------------------ -----------------
GROSS PROFIT 0 0 2
Expenses:
General and Administrative 7,167 7,378 35,546
------------------ ------------------ -----------------
7,167 7,378 35,546
------------------ ------------------ -----------------
(LOSS) BEFORE INCOME TAXES (7,167) (7,378) (35,544)
PROVISION FOR INCOME TAXES 0 300
------------------ ------------------ -----------------
NET (LOSS) $ (7,167) $ (7,378) $ (35,844)
================== ================== =================
(LOSS) PER COMMON SHARE
Basic and fully diluted loss per weighted
average common share outstanding $ (.00) $ (.00)
================== ==================
Weighted average number of common
shares outstanding (Note 2) 5,250,915 5,250,915
================== ==================
See Notes to Unaudited Financial Statements.
5
TRAFALGAR RESOURCES, INC.
STATEMENTS OF CASH FLOWS
UNAUDITED
Period from re-entering
Nine Months Ended Development stage to
June 30, June 30, June 30,
2007 2006 2007
------------------ ------------------ -----------------
OPERATING ACTIVITIES
Net (loss) $ (7,167) $ (7,378) $ (35,844)
Adjustments to reconcile net (loss)
to net cash required by operating
activities:
Interest - non-cash 152 0 152
Changes in operating assets and liabilities:
Accounts payable 0 (426) (5,269)
Income taxes payable (100) (100) (1,243)
------------------- ------------------- -----------------
NET CASH REQUIRED BY
OPERATING ACTIVITIES (7,115) (7,904) (42,204)
FINANCING ACTIVITIES
Loans 10,000 0 10,000
Stock sold 0 0 40,000
------------------ ------------------ -----------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 10,000 0 50,000
------------------ ------------------ -----------------
NET INCREASE (DECREASE)
IN CASH 2,885 (7,904) 7,796
CASH AT BEGINNING OF PERIOD 4,911 15,635 0
------------------ ------------------ -----------------
CASH AT END OF PERIOD $ 7,796 $ 7,731 $ 7,796
================== ================== =================
CASH PAID FOR TAXES $ 100 $ 100 $ 1,624
================== ================== =================
CASH PAID FOR INTEREST $ 0 $ 0 $ 490
================== ================== =================
See Notes to Unaudited Financial Statements.
6
TRAFALGAR RESOURCES, INC.
Notes to Financial Statements
(Unaudited)
Note 1: Summary of Significant Accounting Policies
Development stage enterprise
Trafalgar Resources, Inc. (the "Company") was incorporated under the laws of the
State of Utah on October 25, 1972. The Company is considered a development stage
enterprise as defined in SFAS 7 because since October 1, 2003, it has not
commenced operations that have resulted in significant revenue and the Company's
efforts have been devoted primarily to activities related to raising capital and
attempting to acquire an operating entity.
Unaudited information
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-QSB and
Item 310 of Regulation S-B of the United States Securities and Exchange
Commission. Accordingly, they do not include all of the information and footnote
disclosures normally included in annual financial statements prepared in
accordance with generally accepted accounting principles.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary to present fairly the financial position and
results of operations for the periods presented have been made. These financial
statements for the nine months ended June 30, 2007, should be read in
conjunction with the accompanying notes and with the historical financial
information of the Company, and are not necessarily indicative of the results
that may be expected for the year ending September 30, 2007.
Use of estimates
These financial statements are prepared in conformity with accounting principles
generally accepted in the United States of America and require that management
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities. The use of
estimates and assumptions may also affect the reported amounts of revenues and
expenses. Actual results could differ from those estimates or assumptions.
Net loss per share of common stock
The loss per share of common stock is computed by dividing the net loss during
the period presented by the weighted average number of shares outstanding during
that same period.
Income taxes
The Company has not had any income in prior periods and therefore, no income
taxes were paid. Management has determined that future taxable income may not be
allowed to offset prior losses and therefore has not established a deferred tax
asset.
Revenue recognition
The Company has not had any realizable sources of revenue and consequently, has
not established a policy for the recognition of revenue.
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TRAFALGAR RESOURCES, INC.
Notes to Financial Statements (continued)
(Unaudited)
New accounting pronouncements
In May 2004, the Emerging Issues Task Force of the FASB came to a consensus
regarding EITF 02-14 "Whether an Investor Should Apply the Equity Method of
Accounting to Investments Other Than Common Stock". The consensus of the task
force is that the equity method of accounting is to be used for investments in
common stock or in-substance common stock, effective for reporting periods
beginning after September 15, 2004. The Company currently has no equity
investments, and therefore no impact will be made on the financial statements of
the Company.
In November 2004, the FASB issued Statement No. 151, "Inventory Costs". This
Statement requires that items such as idle facility expense, excessive spoilage,
double freight, and rehandling costs be recognized as current period charges and
that allocation of fixed production overheads to the costs of conversion be
based on the normal capacity of the production facilities. The statement is
effective for fiscal periods beginning after June 15, 2005. The Company believes
that Statement No. 151 will have no significant impact on the financial
statements.
In December 2004, the FASB issued Statement No. 153, "Exchange of Non-Monetary
Assets". This Statement confirms that exchanges of non-monetary assets are to be
measured based on the fair value of the assets exchanged, except for exchanges
of non-monetary assets that do not have commercial substance. Those transactions
are to be measured at entity specific values.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment," which amends SFAS No. 123, "Accounting for Stock-Based Compensation".
This Statement, as revised, requires public entities to measure the cost of
employee services received in exchange for an award of equity instruments based
on the grant-date fair value of the award. The cost will be recognized over the
period during which an employee is required to provide service in exchange for
the award. No compensation cost is recognized for equity instruments for which
employees do not render the requisite service. The effective date for the
Company is the first reporting period beginning after December 15, 2005.
In May 2005, the FASB issued SFAS No. 154 "Accounting Changes and Error
Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3".
This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB
Statement No. 3, Reporting Accounting Changes in Interim Financial Statements,
and changes the requirements for the accounting for and reporting of a change in
accounting principle. This Statement applies to all voluntary changes in
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. When a pronouncement includes specific
transition provisions, those provisions should be followed. The effective date
for the Company is for fiscal years beginning after December 15, 2005. The
Company believes that Statement No. 154 will have no significant impact on the
financial statements.
In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of
Financial Assets - an amendment of FASB Statement No. 140. This pronouncement
requires an entity to recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset and permits an
entity to use either the amortization method or the fair value measurement
method for each class of separately recognized servicing assets and servicing
liabilities.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This
pronouncement defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair value measurements.
In September 2006, the FASB issued SFAS No. 158, Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB
Statements No. 87, 88, 106, and 132(R). This pronouncement requires entities to
recognize a net liability or asset of their defined benefit pension and other
postretirement benefit plans on their balance sheets.
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TRAFALGAR RESOURCES, INC.
Notes to Financial Statements (continued)
(Unaudited)
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115. This pronouncement permits entities to choose to measure many
financial instruments and certain other items at fair value that are not
currently required to be measured at fair value.
At the present time, the Company does not believe that these new accounting
pronouncements will have any impact on its financial statements.
Note 2: Payable - related party
At June 30, 2007 the Company owes $152 of interest and $10,000 to its President.
The note bears interest at 4.5% per year. Interest of $450 per year is due on
February 27, 2008 and 2009. Interest and principal of $10,450 are due on
February 27, 2010.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This periodic report contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect to
the financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive positions, growth opportunities for
existing products, plans and objectives of management. Statements in this
periodic report that are not historical facts are hereby identified as
"forward-looking statements."
Business of the Company
The Company was incorporated under the laws of the state of Utah on October 25,
1972, under the name of Electronic Agricultural Machinery Development
Corporation. In 1974, the Company changed its name to Zenith Development
Corporation. In 1980, the Company changed its name to Alternative Energy
Resources, Inc. In 2004, the Company changed its name to Trafalgar Resources,
Inc.
Initially, the Company sought to develop and market inventions, including an
asparagus harvester, a hot water saving device and a gas alert signal.
Ultimately, none of the inventions were successful and they were abandoned. The
Company ceased to conduct any business and has not conducted any business during
the last three years.
Currently, the Company is in the process of investigating potential business
ventures which, in the opinion of management, will provide a source of eventual
profit to the Company. Such involvement may take many forms, including the
acquisition of an existing business or the acquisition of assets to establish
subsidiary businesses. All risks inherent in new and inexperienced enterprises
are inherent in the Company's business.
The selection of a business opportunity in which to participate is complex and
risky. Additionally, as the Company has only limited resources, it may be
difficult to find good opportunities. There can be no assurance that the Company
will be able to identify and acquire any business opportunity which will
ultimately prove to be beneficial to the Company and its shareholders. The
Company will select any potential business opportunity based on management's
business judgment.
The activities of the Company are subject to several significant risks which
arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management which potentially could act without the consent, vote, or
approval of the Company's shareholders. The risks faced by the Company are
further increased as a result of its lack of resources and its inability to
provide a prospective business opportunity with significant capital.
Discussion and Analysis of Financial Condition and Results of Operations
The Company is in the process of looking for potential business ventures. As the
Company possesses limited funds, the Company will be extremely limited in its
attempts to locate potential business situations for investigation. The Company
intends to commence, on a limited basis, the process of investigating possible
merger and acquisition candidates, and believes that the Company's status as a
publicly-held corporation will enhance its ability to locate such potential
business ventures. No assurance can be given as to when the Company may locate
suitable business opportunities and such opportunities may be difficult to
locate; however, the Company intends to actively search for potential business
ventures for the foreseeable future. The Company's management does not expect to
remain involved as management of any acquired business.
Management anticipates that due to its lack of funds, and the limited amount of
its resources, the Company may be restricted to participation in only one
potential business venture. This lack of diversification should be considered a
substantial risk because it will not permit the Company to offset potential
losses from one venture against gains from another.
10
Business opportunities, if any arise, are expected to become available to the
Company principally from the personal contacts of its officers and directors.
While it is not expected that the Company will engage professional firms
specializing in business acquisitions or reorganizations, such firms may be
retained if funds become available in the future, and if deemed advisable.
Opportunities may thus become available from professional advisors, securities
broker-dealers, venture capitalists, members of the financial community, and
other sources of unsolicited proposals. In certain circumstances, the Company
may agree to pay a finder's fee or other form of compensation, including perhaps
one-time cash payments, payments based upon a percentage of revenues or sales
volume, and/or payments involving the issuance of securities, for services
provided by persons who submit a business opportunity in which the Company shall
decide to participate, although no contracts or arrangements of this nature
presently exist. The Company is unable to predict at this time the cost of
locating a suitable business opportunity.
The analysis of business opportunities will be undertaken by or under the
supervision of the Company's management, none of whom is a professional analyst
and none of whom have significant general business experience. Among the factors
which management will consider in analyzing potential business opportunities are
the available technical, financial and managerial resources; working capital and
financial requirements; the history of operation, if any; future prospects; the
nature of present and anticipated competition; potential for further research,
developments or exploration; growth and expansion potential; the perceived
public recognition or acceptance of products or services; name identification,
and other relevant factors.
It is not possible at present to predict the exact manner in which the Company
may participate in a business opportunity. Specific business opportunities will
be reviewed and, based upon such review, the appropriate legal structure or
method of participation will be decided upon by management. Such structures and
methods may include, without limitation, leases, purchase and sale agreements,
licenses, joint ventures; and may involve merger, consolidation or
reorganization. The Company may act directly or indirectly through an interest
in a partnership, corporation or reorganization. However, it is most likely that
any acquisition of a business venture the Company would make would be by
conducting a reorganization involving the issuance of the Company's restricted
securities. Such a reorganization may involve a merger (or combination pursuant
to state corporate statutes, where one of the entities dissolves or is absorbed
by the other), or it may occur as a consolidation, where a new entity is formed
and the Company and such other entity combine assets in the new entity. A
reorganization may also occur, directly or indirectly, through subsidiaries, and
there is no assurance that the Company would be the surviving entity. Any such
reorganization could result in loss of control of a majority of the shares. The
Company's present directors may be required to resign in connection with a
reorganization.
The Company may choose to enter into a venture involving the acquisition of or
merger with a company which does not need substantial additional capital but
desires to establish a public trading market of its securities. Such a company
may desire to consolidate its operations with the Company through a merger,
reorganization, asset acquisition, or other combination, in order to avoid
possible adverse consequences of undertaking its own public offering. (Such
consequences might include expense, time delays or loss of voting control.) In
the event of such a merger, the Company may be required to issue significant
additional shares, and it may be anticipated that control over the Company's
affairs may be transferred to others.
As part of their investigation of acquisition possibilities, the Company's
management may meet with executive officers of the business and its personnel;
inspect its facilities; obtain independent analysis or verification of the
information provided, and conduct other reasonable measures, to the extent
permitted by the Company's limited resources and management's limited expertise.
Generally, the Company intends to analyze and make a determination based upon
all available information without reliance upon any single factor as
controlling.
In all likelihood, the Company's management will be inexperienced in the areas
in which potential businesses will be investigated and in which the Company may
make an acquisition or investment. Thus, it may become necessary for the Company
to retain consultants or outside professional firms to assist management in
evaluating potential investments. The Company can give no assurance that it will
be able to find suitable consultants or managers. The Company has no policy
11
regarding the use of consultants, however, if management, in its discretion,
determines that it is in the best interests of the Company, management may seek
consultants to review potential merger or acquisitions candidates. There are
currently no contracts or agreements between any consultant and any companies
that are searching for "shell" companies with which to merge.
It may be anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention, and substantial costs for accountants, attorneys and others. Should a
decision thereafter be made not to participate in a specific business
opportunity, it is likely that costs already expended would not be recoverable.
It is likely, in the event a transaction should eventually fail to be
consummated, for any reason, that the costs incurred by the Company would not be
recoverable. The Company's officers and directors are entitled to reimbursement
for all expenses incurred in their investigation of possible business ventures
on behalf of the Company, and no assurance can be given that if the Company has
available funds they will not be depleted in such expenses.
Based on current economic and regulatory conditions, management believes that it
is possible, if not probable, for a company like the Company, without many
assets or many liabilities, to negotiate a merger or acquisition with a viable
private company. The opportunity arises principally because of the high legal
and accounting fees and the length of time associated with the registration
process of "going public". However, should any of these conditions change, it is
very possible that there would be little or no economic value for anyone taking
over control of the Company.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2007, the Company had $7,796 in cash and $10,152 in liabilities.
The Company has only incidental ongoing expenses primarily associated with
maintaining its corporate status and maintaining the Company's reporting
obligations to the Securities and Exchange Commission. Current management has
indicated a willingness to help support the Company's ongoing expenses through
the purchase of securities of the Company or loans to the Company. Existing
liabilities are related to loans by management to help fund ongoing expenses.
For the three months ended June 30, 2007, the Company had $1,548 in expenses
related to maintaining its corporate status, paying accounting and legal fees.
Management anticipates only nominal continuing expenses related to investigating
business opportunities and legal and accounting cost. For the three months ended
June 30, 2007, the Company had a net loss of $1,548 compared to a loss of $1,229
for the three months ended June 30, 2006.
Since inception the Company has not generated significant revenue, and it is
unlikely that any revenue will be generated until the Company locates a business
opportunity with which to acquire or merge. Management of the Company will be
investigating various business opportunities. These efforts may cost the Company
not only out of pocket expenses for its management but also expenses associated
with legal and accounting costs. There can be no guarantee that the Company will
receive any benefits from the efforts of management to locate business
opportunities.
Management does not anticipate employing any employees in the future until a
merger or acquisition can be accomplished. Management will continue to rely on
outside consultants to assist in its corporate filing requirements.
RESULTS OF OPERATIONS
The Company has not had any significant revenue since reentering the development
stage. The Company continues to suffer a small loss related to maintaining its
corporate status and reporting obligations. For the three months ended June 30,
2007, the Company had a net loss of $1,548. The Company does not anticipate any
revenue until it locates a new business opportunity.
12
ITEM 3. CONTROLS AND PROCEDURES
a) Evaluation of Disclosure controls and procedures.
The Company's principal executive officers, including principal accounting
officers have reviewed the disclosure controls and procedures (as defined in
section 240.13a-149c and 240.15d-14c in place to assure the effectiveness of
such controls and procedures. This review occurred within 90 days of this 10-QSB
being filed. Based on this review, the principal executive officers and
accounting officers believe Trafalgar's disclosure controls and procedures are
adequate.
b) Changes in Internal Controls.
There were no significant changes in Trafalgar's internal controls, or
other factors, that could significantly affect the Company's controls subsequent
to the date of the evaluations performed by the executive officers of the
Company. No deficiencies or material weaknesses were found that would require
corrective action.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
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 REPORTS ON FORM 8-K
(a) Exhibits.
Item 4 Exhibit No. Instruments Defining the Rights of Security Holders Location
------ ----------- --------------------------------------------------- --------
4.01 4 Specimen Stock Certificate Incorporated
by reference*
31.01 31 CEO certification Pursuant
to 18 USC Section 1350, as
adopted pursuant to Section 302
of Sarbanes-Oxley Act of 2002 This Filing
31.02 31 CFO certification Pursuant
to 18 USC Section 1350, as
adopted pursuant to Section 302
of Sarbanes-Oxley Act of 2002 This Filing
32.01 32 CEO Certification pursuant to
Section 906 This Filing
32.02 32 CFO Certification pursuant to
Section 906 This Filing
* Incorporated by reference from the Company's registration statement on Form
10-SB filed with the Commission, SEC file no. 0-23502.
(b) Reports on Form 8-K.
None.
13
SIGNATURES
Pursuant to the requirements 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.
Trafalgar Resources, Inc.
[Registrant]
Dated: August 10, 2007 By: /s/ Anthony Brandon Escobar
Anthony Brandon Escobar, President
(Principal Executive Officer)
By: /s/ Anthony Coletti
Anthony Coletti, Principal Accounting
Officer
14