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ADEH.OB > SEC Filings for ADEH.OB > Form 10QSB on 14-Nov-2007All Recent SEC Filings

Show all filings for REAL LOGIC INC | Request a Trial to NEW EDGAR Online Pro

Form 10QSB for REAL LOGIC INC


14-Nov-2007

Quarterly Report


Item 2. Management's Discussion and Analysis or Plan of Operation.

OVERVIEW

The Company's plans have been to grow initially by acquisition and by joint venture with other start up companies for the manufacture and marketing of environmentally friendly Alternative Transportation Vehicles. The benefit of this strategy is to enable the Company to profit from the trials and errors that other companies have already made with their prototypes. To date, we have acquired one Alternative Transportation Vehicle prototype, the 'Duncan', which is a low emissions and fuel efficient vehicle. The Duncan was a prototype that had been sold in limited quantities prior to our purchase of the product research and development, along with a small number of working prototypes and parts. Subsequent to the acquisition, the Company has upgraded the original Duncan design and specifications in order to manufacture a better product that will address the specific needs and concerns of the marketplace as it relates to eco-conscious persons and clean renewable fuel. The new Duncan is scheduled to come to market as the 'XTV' model in mid 2008.

The XTV is designed to lead the market, with safety features including a roll cage and a NASCAR style safety harness. The XTV offers superior vehicle dynamics due to wider wheelbase and a lower center of gravity. The XTV is in compliance with environmental and safety compliance with various Federal and State governmental regulations, including regulations promulgated by the Environmental Protection Agency, National Highway Traffic Safety Administration and the California Air Resource Board (CARB).

The XTV is to be at the top of its class in quality, power, ground clearance, suspension travel, and should rival any competitors' acceleration, cornering, and off road capabilities. The XTV was engineered to be the most stable vehicle of its class on the road. Its front to rear weight distribution offers predictable handling.

The new XTV basic design accommodates multiple usage purposes depending upon the required needs of the Customer. Various accessories and passenger comforts can be added, while maintaining the unusually sturdy frame and extraordinary fuel efficiency and low emissions features. The two person design configuration allows for a utility bed, making it the best of all worlds. We believe that our vehicle will be utilized as a second or third family vehicle in many households in the US and will be the primary vehicle in many developing countries. The ruggedness and stability of the XTV will provide access in geographical areas never before accessible. We expect that our company will be influential in changing the driving habits of the average American family by introducing environmentally friendly, "greener" cars, while maintaining superior safety and driving performance.

We believe we have several unique selling positions: our XTV design, its safety features, its fuel efficiency and low emissions, and its capability of generating drivers' excitement upon their first experience in driving the vehicle. Due to four wheel vehicle compliance requirements for national highways, which are both costly and time consuming, the Company has opted to initially distribute the XTV for off road usage only, in order to get the product known on the market as quickly as possible.

Concurrently, our engineers are working on a final design and specifications for our electric three wheel prototype, the 'Duncan' model, which will be licensed for highway usage. We believe we have a competitive advantage by using newer technology, better design, improved batteries, and by offering multiple passenger seating capacity. The Company expects to launch the electric version of the 'Duncan', in 2008.

SUBSIDIARY

In June, 2006, we formed a subsidiary, Duncan Motor Company, a Florida Corporation, which is managed by Richard Duncan, the creator of the Duncan prototype. Joining the Duncan management team is Dr. Robert Wright, an engineer and expert witness for automobile impact who designed the safety features for


the prototype. We have been fortunate to attract Elena Golovanova, a highly qualified international business woman, who has assumed the position of Director of Marketing and Sales for Duncan Motor Company. Ms.Golovanova has already made significant progress in developing relationships and interested parties for International vehicle sales.

RECENT DEVELOPMENTS

On August 29, 2007, the Company's stock initiated trading on the Over the Counter market in the United States.

On September 26, 2007, the Company entered into a Letter of Intent for the acquisition of a manufacturing plant located in the State of Georgia that the Company intends to utilize for its manufacturing, sales, research and development purposes. The acquisition includes the existing manufacturing property site and some existing furniture and equipment. The agreement is contingent upon the Company's satisfaction with independent appraisals of the real estate and the equipment, which are in process. The purchase price is a combination of $1 Million in cash, One Million shares of Real Logic's Common Stock to be guaranteed at $1.00 per share one year from the date of Closing, and a Promissory Note that will be held by the Seller for five years with interest only quarterly payments of 6% and no pre payment penalty.

On October 31, 2007, the Company added a new member to its Board of Directors.
Dr. Robert Wright, PHD in engineering and physics, is Vice President of Duncan Motor Company, the Company's subsidiary. Dr. Wright was one of the engineers for the original Duncan prototype and is currently working on the Company's new electric prototype. Dr. Wright is known as an expert witness for litigation regarding automobile crash analysis.

This Quarterly Report on Form 10-QSB, including the above management's discussion, analysis, and overview contain forward looking statements that are not statements of historical fact and may involve a number of risks and uncertainties. These statements relate to management's analysis and other information that is based on forecasts of future results and estimates of time lines, etc., that are not yet determinable. These statements may also include references to our future plans, prospects, and business strategies.

These statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "intends," "should," or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act or 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made in this report. You should not place undue reliance on forward-looking statements. Forward-looking statements involve risks and uncertainties. The actual results that we achieve may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and we assume no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission, including the following factors that may cause actual results to differ materially from our forward looking statements:

1.

The general global economy and industry conditions

2.

Our limited operating history

3.

Industry competition

4.

Environmental and government regulation

5.

Whether the alternative transportation vehicle industry will continue to grow

6.

Our ability to obtain approval, if required, from government authorities for our vehicles

7.

Our ability to fund short term and long term capital financing


Note that forward looking statements made by management in this Quarterly Report speaks only as of the date on which the report references.

EACH FORWARD-LOOKING STATEMENT SHOULD BE READ IN CONTEXT WITH, AND WITH AN UNDERSTANDING OF, THE VARIOUS OTHER DISCLOSURES CONCERNING OUR COMPANY AND OUR BUSINESS MODEL MADE IN OUR FILINGS. YOU SHOULD NOT PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING STATEMENT AS A PREDICTION OF ACTUAL RESULTS OR DEVELOPMENTS.

In this Quarterly report on Form 10-QSB the terms "RELO," "Company," "we," "us" and "our" refer to Real Logic, Inc. and its subsidiary.

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