UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  FORM 10-K
  (Mark One)
 x       ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended March31, 2010
  o  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from ______________ to________________
  Commission file number 333-152365
   INTERPRO MANAGEMENT CORP
 (Exact name of registrant as specified in its charter)
  Nevada

98-0537233(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)601 Union Street, Two Union Square, 42nd Floor, Seattle, WA

98101(Address of principal executive offices)

(Zip Code)
  Registrant’s telephone number, including area code (206) 652-3770
  Securities registered under Section 12(b) of the Act:
 None

N/ATitle of each class

Name of each exchange on which registered
  Securities registered under Section 12(g) of the Act:
  Common Stock, $0.001 par value
 (Title of class)
  Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
  Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes o No x
  Indicate by checkmark whether the registrant has (1) 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. Yes x No o
  Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
  Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
  Large accelerated filer o
Accelerated filer oNon-accelerated filer o
Smaller reporting company x(Do not check if a smaller reporting company)
  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No o


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $34,000 based on a price of $0.05 per share.




Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.2,280,000 shares of common stock as of July 13, 2010.




DOCUMENTS INCORPORATED BY REFERENCE




Exhibits incorporated by reference are referred to in Part IV.







Available Information





Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports that we file with the Securities and Exchange Commission, or SEC, are available at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding reporting companies.




TABLE OF CONTENTS
 
 Page No.Part IItem 1.
Business
3Item 1A.
Risk Factors
7Item 2.
Properties
11Item 3.
Legal Proceedings
11Item 4.
Submission of Matters to a Vote of Securities Holders
11Part IIItem 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
11Item 6.
Selected Financial Data
12Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
12Item 8.
Financial Statements and Supplementary Data
15Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
29Item 9A.
Controls and Procedures
29Item 9B.
Other Information
30Part IIIItem 10.
Directors, Executive Officers and Corporate Governance
31Item 11.
Executive Compensation
32Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
33Item 13.
Certain Relationships and Related Transactions, and Director Independence
33Item 14.
Principal Accounting Fees and Services
33Part IVItem 15.
Exhibits
34Signatures

35


2


PART I




Forward Looking Statements.




This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.  These risks include, by way of example and not in limitation:




·
the uncertainty that we will not be able to successfully identify and evaluate a suitable business opportunity;




·
risks related to the large number of established and well-financed entities that are actively seeking suitable business opportunities;




·
risks related to the failure to successfully management or achieve growth of a new business opportunity; and




·
other risks and uncertainties related to our business strategy.




This list is not an exhaustive list of the factors that may affect any of our forward-looking statements.  These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.




Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.




Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.




In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.




As used in this annual report, the terms "we", "us", "our" and "Interpro" mean Interpro Management Corp, unless otherwise indicated.




ITEM 1. BUSINESS





Overview





We are a development stage company with limited operations and no revenues from our business operations.  Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt as to whether we can continue as an ongoing business for the next twelve months. We do not anticipate that we will generate revenues until we have completed development and deployment of our web-based software product. Accordingly, we must raise cash from sources other than our operations in order to implement our development and marketing plan.  In our management’s opinion, there is a market need for web-based software that is a time and task management tool.


3





We believe that our current funding will allow us to begin our product development, market our website, and remain in business for twelve months. We hope to begin to generate revenues in fiscal year 2010. If we are unable to generate revenues within twelve months of our most recently completed fiscal year-end we may have to suspend or cease operations. At the present time, we have not made any arrangements to raise additional cash, other than what has previously been raised. Other than as described in this paragraph, we have no other financing plans at this time.




We are developing a software product that we expect will increase managers’ visibility into employee productivity and projects, thus reducing the need for meetings and micro-management, and assisting in efficient project management.   We intend for our software product to be easy to install, with little or no downtime, and to offer functionality that integrates all aspects of project management.  We plan for our software product to be capable of providing a generic solution for organizations of any size; although we will initially focus on small and medium-sized organizations.





The Market Opportunity





In the United States, poor project management, including poor time management, costs companies billions of dollars per year in lost productivity.  The factors that contribute to poor project management include low employee morale, overbearing managers, poor time management, lost billing hours, and incomplete expense reporting.





Our software product was conceived in response to the need to increase productivity and efficiency within organizations.





We believe that our software product will enable organizations to improve time, task, and project management, thus improving overall efficiency and productivity.





In 2004, 250 first and second-line supervisors participating in management development seminars were surveyed (www.accel-team.com; Time Management Study).  These managers were asked to identify three things higher management did that wasted their time.





The categorized complaints demonstrate that the actions of higher management, despite positive intentions, were perceived as, or became, obstacles to accomplishment.  The main complaints of first-line and second-line supervisors from almost 200 organizations were as follows:





·
The boss stops by to socialize, interrupting priority work.


·
Everything that comes up must be done 'right now.'


·
Meetings are called that are unnecessary, are called for which my presence isn't needed although I am requested to attend, or go off track and take longer than necessary.


·
Priorities are changed in midstream.


·
The boss isn't available when really needed.


·
The boss gives assignments to my people without my knowledge.


·
My boss gives me assignments that are someone else’s responsibility.


·
Assignments are unclear; I'm given incomplete instructions, requirements, or information.


·
Projects are given unrealistic timetables.


·
My boss insists that I personally handle work assignments that my subordinates could do without much direction from me.


·
My boss keeps looking over my shoulder to see what I'm doing.


·
My boss wants minute detail on minor matters, ignoring or withholding action on more important ones.





Needless to say, time management problems and poor work habits can be found at all levels, although the survey focused on the higher levels of management. There is no doubt that with awareness, self-discipline, and effective project management tools, most managers at any level could improve their efficiency, as well as the efficiency of those who work for them, by up to 20 percent.


4










Target Market and Market Size





The target market for our software product is:





1)
Small and medium sized businesses that provide services to their clients and are looking for a solution to organize their internal operations and work flow such as engineering firms, IT firms, law firms and accountants.





2)
Software/ IT development firms that develop their own products or provide services to their clients.





3)
Small and medium sized businesses that have their employees working offsite, where employees can use the proposed system as a collaboration system.





4)
Small and medium sized businesses that provide outsourcing services and require keeping track of working hours, accounting, and services they provide to their clients.





We will initially focus our sales in the United States as we know this market and it represents a significant opportunity in terms of sales potential.





The market is sophisticated, software savvy, and educated in terms of the need to increase productivity and time efficiency.





We plan to develop a product that is generic in that it can be used in any small or medium-sized business that provides services to clients and that is seeking a solution to organize its internal operations and work flow.





Potential Market Size





According to the US Department of Labor, Bureau of Statistics, in the United States there are 100,000 engineering firms, 120,000 accounting firms, 100,000 software and IT development firms, and 70,000 law firms.  A one percent market share of these target groups would represent 1,000 engineering firms, 1,200 accounting firms, 1,000 software and IT development firms, and 700 law firms. See http://www.bls.gov/





The following chart offers a graphic illustration of these four main target groups:


5








Our Competition





We face competition from other providers of software programs that may be used to enhance time efficiency and project management.  Some of these providers are as follow:





Xpress Software


DataArt


Autotask


AceProject


OPMcreator


Project Drive





Many of our competitors are located in the United States, and one of them has sold approximately 500,000 units since it’s inception in 1997.  http://www.advancedtimereports.com – by Xpress Software  Nevertheless, we believe that few of the existing competitive software programs provide software applications that are of a similar caliber to our proposed software product.





The software products that are competitive to our proposed product have a static user interface, which limits implementation and user flexibility.  In addition, we do not believe that our competition have been utilizing an aggressive sales strategy.  We believe we can outperform our competition in product development, marketing and sales, user adaptability and ease of implementation.




For example, most software packages are generic, using a cookie cutter approach to software design and implementation.  While our initial product will be generic so that it can be used in a wide range of businesses, we intend to customize our software and create industry specific packages, tailored to the needs of specific industries.





Research and Development Activities and Costs





We have not incurred any research and development costs to date since our management has provided such activities at no cost to us.  We intend to undertake certain research and development activities commencing in August 2009.


6


Employees




We have commenced only limited operations; therefore, we have no employees. Our sole officer and Director provide services to us on an as-needed basis. When we commence full operations, we will need to hire full-time management and administrative support staff.




ITEM 1A. RISK FACTORS




Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements".  Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.




Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below.  We caution the reader that important factors in some cases have affected, and in the future could materially affect, actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".





Risks Relating to Our Lack of Operating History





1.  We have a going concern opinion from our auditors, indicating the possibility that we may not be able to continue to operate.





The Company has incurred net losses of $65,580 for the period from May 21, 2007 (date of inception) through March 31, 2010. We anticipate generating losses for the next 12 months. We do not anticipate generating revenues prior to the end of fiscal year 2011.  Therefore, we may be unable to continue operations in the future as a going concern.  No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities which could result should we be unable to continue as a going concern. In addition, our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern.





As a result, we may not be able to obtain additional necessary funding.  There can be no assurance that we will ever achieve any revenues or profitability. The revenue and income potential of our proposed business and operations are unproven, and the lack of operating history makes it difficult to evaluate the future prospects of our business. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in the Company.





2.  We are a development stage company and may never be able to execute our business plan.





We were incorporated on May 21, 2007 in the state of Nevada.  We currently have no products, sales, customers, or revenues. Although we have begun initial planning for the development of our management tool, we may not be able to execute our business plan unless and until we are successful in raising funds in this offering.  We anticipate that we will require an additional $50,000 to commence actual development, and to remain operational during the next twelve months.  Even if additional financing is available, it may not be available on terms we find favorable.  Failure to secure the needed additional financing will have a very serious effect on our company's ability to survive. At this time, there are no anticipated additional sources of funds in place.




3.  Our business plan may be unsuccessful.





The success of our business plan is dependent on our developing our web based software solution to facilitate time and task management and improve the efficiency of our potential clients' business operations. Our ability to develop this management tool is unproven, and the lack of operating history makes it difficult to validate our business plan.  As a web-based company, sales and marketing will be driven through our web site and through a third party independent sales force. In addition, the success of our business plan is dependent upon the market acceptance of our management tool.  Should this management tool be too narrowly focused or should the target market not be as responsive as we anticipate, we will not have in place alternate services or products that we can offer to ensure our continuation as a going concern.


7





4.  We have no operating history and have maintained losses since inception, which we expect will continue in the future.





We expect to continue to incur operating losses in future periods. These losses will occur because we do not yet have any revenues to offset the expenses associated with the development of our web based management tool and the marketing and sale of our management tool. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations.





There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.  If we are unsuccessful in addressing these risks, our business will most likely fail.





5.  Our executive officer and Director has significant voting power and may take actions that may be different than actions sought by our other stockholders.





Our sole officer and Director hold hold 57.14% of the outstanding shares of our common stock.





This individual will be able to exercise significant influence over all matters requiring stockholder approval.  This influence over our affairs might be adverse to the interest of our other stockholders.  In addition, this concentration of ownership could delay or prevent a change in control and might have an adverse effect on the market price of our common stock.





6.  Since our sole officer and Director may work or consult for other companies, his other activities could slow down our operations.





Our sole officer and Director is not required to work exclusively for us and does not devote all of his time to our operations. Presently, our sole officer and Director allocates only a portion of his time to the operation our business. Since our officer and Director is currently employed full-time elsewhere, he is able to commit to us only up to 10 hours a week.  Therefore, it is possible that his pursuit of other activities may slow our operations and reduce our financial results because of the slow-down in operations.





7.  Our sole officer and Director is located in Dubai





Since our sole officer and Director is located in Dubai, any attempts to enforce liabilities upon him under the U.S. securities and bankruptcy laws may be difficult.





8. As a development stage company, we may experience substantial cost overruns in developing and marketing our product, and we may not have sufficient capital to successfully complete the development and marketing of our product.





We may experience substantial cost overruns in developing and marketing our software product, and may not have sufficient capital to successfully complete our project. We may not be able to develop or market our software product because of industry conditions, general economic conditions, and/or competition from other potential management tool developers and distributors. In addition, the commercial success of any product is often dependent upon factors beyond the control of the company attempting to market the product, including, but not limited to, market acceptance of the product and whether or not third parties promote the product through prominent marketing channels and/or other methods of promotion





Risks Relating to Our Strategy and Industry





9.  Web based software and management tools are subject to rapid technological change.





Our business is in an emerging market that is characterized by rapid changes in customer requirements, frequent introductions of new and enhanced products and services, and continuing and rapid technological advancement. To compete successfully in the web based management tools market, we must continue to design, develop and sell new and enhanced tools that provide increasingly higher levels of performance and reliability at lower cost. These new and enhanced customized tools must take advantage of technological advancements and changes, and respond to new customer requirements.  Our success in designing, developing, and selling such software tools will depend on a variety of factors, including:


8




·
Identifying and responding to market demand for new business management tools;


·
The scalability of our equipment platforms to efficiently deliver our management tools;


·
Keeping abreast of technological changes;


·
Timely developing and implementing new and enhanced management tools and features;


·
Maintaining quality of performance;


·
Providing cost-effective management tools and support; and


·
Promoting our management tools and expanding our market share.





If we are unable, due to resource constraints or technological or other reasons, to develop and introduce new or enhanced management tools in a timely manner, if such new or enhanced software tools do not achieve sufficient market acceptance, or if such new tools decrease demand for our existing management tools, our operating results would decline and our business would not grow.





10.  We are a small company with limited resources compared to some of our current and potential competitors and we may not be able to compete effectively and increase market share.  Also, intense competition in the markets in which we compete could prevent us from increasing or sustaining our revenue and prevent us from achieving profitability.





Most of our current and potential competitors have longer operating histories, significantly greater resources and name recognition, and a larger base of customers than we have. As a result, these competitors have greater credibility with our potential customers. They also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion, and sale of their products and services than we can to ours.





11.  We need to retain key personnel to support our services and ongoing operations.





The development of our web based management tool will continue to place a significant strain on our limited personnel, management, and other resources.  Our future success depends upon the continued services of our Director and other needed key contractors who have critical industry experience and relationships that we rely on to implement our business plan.  The loss of the services of our sole officer or the lack of availability of other skilled personnel would negatively impact our ability to develop our web based software, which could adversely affect our financial results and impair our growth.





12.  Because Mr. Shurrab has no experience in running a company that sells web based software, he may not be able to successfully operate such a business, which could cause you to lose your investment.





We are a start-up company and we intend to market and sell our web based software. Mr. Shurrab, our Director and President, has control over all decisions regarding both the policy and the operations of our company. Our success is contingent upon his ability to make appropriate business decisions in these areas. It is possible that his lack of relevant operational experience could prevent us from becoming a profitable business and prevent an investor from obtaining a return on his investment in us.





13.  Our success depends on independent contractors to develop our product.





We intend to rely on third party independent contractors for software development, database design, website interface, web hosting, and for other development functions.  These third party developers may not dedicate sufficient resources or give sufficient priority to developing our required resources.  There is no history upon which to base any assumption as to the likelihood that we will prove successful in selecting qualified software development contractors, and we can provide investors with no assurance that our website and associated databases and administrative software will be developed according to the specifications that we require.  If we are unsuccessful in addressing these risks, our business will most likely fail.





14.  Future regulation of the internet could restrict our business, prevent us from offering services, and/or increase our cost of doing business.


9


The laws, regulations or rulings that specifically address access to or commerce on the internet are subject to change. We are unable to predict the impact, if any, that future legislation, judicial precedents, or regulations concerning the internet may have on our business, financial condition, and results of operations. Regulation may be targeted towards, among other things, assessing access or settlement charges, imposing taxes related to internet communications, restricting content, imposing tariffs, or regulations based on encryption concerns or the characteristics and quality of products and services, any of which could restrict our business or increase our cost of doing business. The increasing growth of the internet and popularity of broadband video products and services heighten the risk that governments or other legislative bodies will seek to regulate internet services, which could have a material adverse effect on our business, financial condition, and operating results.





15.  We may lose customers if we experience system failures that significantly disrupt the  availability and quality of the support services that we plan to provide.





The operation of our support services will depend on our ability to avoid and mitigate any interruptions in service or reduced capacity for customers.  Interruptions in service or software performance problems, for whatever reason, could undermine confidence in our ability to provide service to our customers, and could cause us to lose customers or make it more difficult to attract new ones. In addition, because our support services may be critical to the businesses of our customers, any significant interruption in the provision of service could result in lost profits or other losses to our customers.





16.  Establishing a new brand of management tools requires effective marketing and product placement which may take a long period of time.





Our principal business strategy is to develop our brand name as a respected brand associated with web-based management tools.  The marketing of our intended product is highly dependent on our creating a favorable corporate management perception.  However, we have minimal advertising experience.   Competitors have significantly greater advertising resources and experience and enjoy well-established brand names.  There can be no assurance that our initial advertising and promotional activities will be successful in creating the desired perception.





17.  If a third party asserts that we infringe its proprietary rights, we could be required to


redesign our software, pay significant royalties, or enter into license agreements.





Although presently we are not aware of any such claims, a third party may assert that our technology or third party technologies that we license violate its intellectual property rights. As the number of software products in our market increases and the functionality of these software products further overlap, we believe that infringement claims will become more common.  Any claims against us, regardless of their merit, could:





·
Be expensive and time-consuming to defend;


·
Result in negative publicity;


·
Force us to stop selling our services that rely on the challenged intellectual property;


·
Require us to redesign our software products;


·
Divert management’s attention and our other resources; or


·
Require us to enter into royalty or licensing agreements in order to obtain the right to use necessary technologies, which may not be available on terms acceptable to us, if at all.





We believe that any successful challenge to our use of a trademark or domain name could substantially diminish our ability to conduct business in a particular market or jurisdiction and thus could decrease our revenues and/or result in losses to our business.





Risks Relating to our becoming a Public Reporting Company





25.  Our costs will increase significantly as a result of operating as a public reporting companyand our management will be required to devote substantial time to complying with public  company rules and regulations.





Following this offering, as a public company, we will incur significant legal, financial, accounting and other costs and expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002 (SOX) and rules and regulations of the Securities and Exchange Commission and various exchanges, including the Nasdaq Stock Market, have imposed various requirements on public companies, including changes in corporate governance practices and disclosures. Our management and other personnel will need to devote a substantial amount of time to ensure ongoing compliance with these new requirements. As a result of these costs, our net earnings may be reduced and we may not be able to devote sufficient attention to achieving our business objectives


10




Risks Relating to doing business in India and the Middle East





26. Because we plan to outsource a significant portion of our software development to India and the Middle East, we may be subject to political instability that could harm our business.





We plan to outsource a significant portion of our software development activities to software developers located in India and the Middle East, in order to take advantage of cost efficiencies associated with the lower wage scale in India and the Middle East.  Due to our planned development activities in India and the Middle East, we are exposed to risks related to changes in the economic, security, and political conditions of India and the Middle East. Economic and political instability, military actions, and other unforeseen occurrences in India and/or the Middle East could impair our ability to continue our software development in a timely manner, which could put our products at a competitive disadvantage.




ITEM 2. PROPERTIES.




Executive Offices




We do not own any real property. We currently maintain our corporate office at 601 Union Street, Two Union Square, 42nd Floor, Seattle, Washington  98101. We pay monthly rent of approximately $225 for use of this space. This space is sufficient until we commence full operations.




ITEM 3. LEGAL PROCEEDINGS.




We know of no material, active, or pending legal proceeding against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation there such claim or action involves damages for more than 10% of our current assets.  There are no proceedings in which any of our company’s directors, officers, or affiliates, or any registered or beneficial shareholders, is an adverse party or has a material interest adverse to our company’s interest.




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.




No matters were submitted to a vote of our security holders during the fourth quarter of fiscal 2010.





PART II




ITEM5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.




Market for Securities




Our Common Stock is traded on the over-the-counter market and quoted on the OTCBB under the symbol “IPRO” On March 31, 2010, the closing price for our Common Stock as reported on the OTCBB was unavailable as our Common Stock has not traded.





The high and the low bid prices for our Common Stock is based on inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.





The table below sets forth the range of high and low bid information for our Common Shares as quoted on the OTCBB for each of the quarters during the fiscal year ended March 31, 2010 (no quotes are available for the previous fiscal year as our stock has not traded ):


11





For the Fiscal Year Ended March 31, 2010For the Quarter ended


High


LowJune 30


N/A



N/ASeptember 30


N/A



N/ADecember 31


N/A



N/AMarch 31


N/A



N/A




Holders of our Common Stock




On July 13, 2010 the shareholders’ list of our common stock showed 36 registered shareholders and 2,280,000 shares outstanding.




Dividend Policy




We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock.  Our future dividend policy will be determined from time to time by our board of directors.




ITEM6. SELECTED FINANCIAL DATA.




Not Applicable.




ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION




The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report.  The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward looking statements.  Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report.




Our audited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.




Application of Critical Accounting Estimates




The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year.  The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts.  Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances.  However, actual results may differ from the estimates.




Overview




We are a development stage company with limited operations and no revenues from our business operations. Our registered independent auditors have issued a going concern opinion. This means that our registered independent auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months. Accordingly, we must raise cash from sources other than our operations in order to implement our sales and marketing plan.




Plan of Operation




Our plan of operation for the twelve months ended March 31, 2011 is as follows:




12




First Quarter






During the first three months following the offering, we plan to:




·
Commence development of our software


·
Initiate the development of our corporate and marketing collateral




Software development: In the First Quarter we intend to commence our software development activities.  The initial analysis and viability of the prototype stage has already been completed by management. In particular, we plan to select a third party contractor to develop the software, including planning the software and database design.  Once we complete the prototype stage we will be able to test the product and start actual development of the software. This will include writing the code, database design and implementation and testing.




Marketing activities: In the First Quarter we intend to focus on building a strong web presence. We plan to achieve this by designing a website. We plan to then achieve a web presence by using search engine optimization tools including key word strategies and link exchanges with industry related websites. We will continue to market our website and our product on an ongoing basis.




Second Quarter




During the next three months, we expect to achieve the following:




·
Continue development of our software product


·
Expand web of link exchanges


·
Initiate lead generation


·
Advertise with search engines such as Yahoo and Google




Marketing activities: In the second quarter, we plan to continue to expand our web of link exchanges with industry and related sites in order to generate leads. We also plan to initiate search engine advertising on Yahoo and Google.




Third Quarter




During the third quarter, we expect to achieve the following:




·
Initiate an email campaign


·
Complete a beta version of our software product




Marketing activities: In the third quarter, we intend to target potential leads through e-mail campaigns and cold calls.




Fourth Quarter




During the fourth quarter, we expect to achieve the following:




·
Complete a ready-for-sale version of our software product


·
Continue with marketing activities





Marketing activities: In the fourth quarter we intend to continue to generate new leads of potential clients, execute e-mail campaigns, and increase cold calls.





Off Balance Sheet Transactions





We have had no off balance sheet transactions.





Significant Equipment





We do not intend to purchase any significant equipment for the next twelve months.





13


Results of Operations





Revenues




We had no revenues for the period from May 21, 2007 (date of inception), through March 31, 2010.




Expenses




Our expenses for the twelve month period ended March 31, 2010 and 2009 were $29,586 and $26,368.  During the period from May 21, 2007 (date of inception), through March 31, 2010, we incurred expenses of $65,580.  These expenses were comprised primarily of general and administrative, and legal and accounting expenses, as well as banking fees.




Net Income (Loss)





Our net loss for the twelve-month period ended March 31, 2010 and 2009 was $29,586 and $26,368.  During the period from May 21, 2007 (date of inception), through March 31, 2010, we incurred a net loss of $65,680.  This loss consisted primarily of incorporation costs, legal and accounting fees, consulting fees, website hosting costs, and administrative expenses.  Since inception, we have sold 2,280,000 shares of common stock.





Purchase or Sale of Equipment





We do not expect to purchase or sell any plant or significant equipment.





Liquidity and Capital Resources





Our balance sheet as of March 31, 2010 reflects assets of $4,111 in the form of cash.  Since inception, we have sold 2,280,000 shares of common stock with gross proceeds of $54,000.  However, cash resources provided from our capital formation activities have, from inception, been insufficient to provide the working capital necessary to operate our Company.





We anticipate generating losses in the near term, and therefore, may be unable to continue operations in the future.  If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party.  There can be no assurance that additional capital will be available to us.  We currently have no agreements, arrangements, or understandings with any person to obtain funds through bank loans, lines of credit, or any other sources.




Going Concern Consideration




Our registered independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our registered independent auditors.




Due to this doubt about our ability to continue as a going concern, management is open to new business opportunities which may prove more profitable to the shareholders of Interpro Management Corp.  Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately.  Further, we believe that our company may have difficulties raising capital until we locate a prospective business opportunity through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our business may fail and our stockholders may lose some or all of their investment.




Should our original business plan fail, we anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We can provide no assurance that we will be able to locate compatible business opportunities.


14




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





Interpro Management Corp.


March 31, 2010 and 2009


Index to Financial Statements












Contents







Page(s)Report of Independent Registered Public Accounting Firm
16Balance Sheets at March 31, 2010 and 2009
17Statement of Operations for the fiscal years ended March 31, 2010 and 2009 and for the period from May 21, 2007 (inception) through March 31, 2010
18Statement of Stockholders’ Deficit for the period from May 21, 2007 (inception) through March 31, 2010
19Statement of Cash Flows for the fiscal years ended March 31, 2010 and 2009 and for the period from May 21, 2007 (inception) through March 31, 2010
20Notes to the Financial Statements
21


15


Report of Independent Registered Public Accounting Firm








To the Board of Directors and Shareholders of


Interpro Management Corp.


(A Development Stage Company)


Seattle, Washington





We have audited the accompanying balance sheets of Interpro Management Corp., a development stage company, (the “Company”) as of March 31, 2010 and 2009 and the related statements of operations, stockholders’ deficit and cash flows for the fiscal years then ended and for the period from May 21, 2007 (inception) through March 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Interpro Management Corp. as of March 31, 2010 and 2009, and the results of its operations and its cash flows for the fiscal years then ended and for the period from May 21, 2007 (inception) through March 31, 2010 in conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has a deficit accumulated during the development stage at March 31, 2010 and has incurred losses since inception with no revenues earned since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.









/s/ Li & Company, PCLi & Company, PCSkillman, New JerseyJuly 14, 2010


16





Interpro Management Corp.


(A Development Stage Company)


Balance Sheets








March 31,

2010


March 31,

2009AssetsCash

$
4,111


$
30,864Prepaid expenses


—



230Total Current Assets


4,111



31,094Total Assets

$
4,111


$
31,094LiabilitiesAccounts payable and accrued liabilities

$
11,753


$
9,250Due to related party


3,938



3,838Total Current Liabilities


15,691



13,088Total Liabilities


15,691



9,445Stockholders’ DeficitCommon stock at $0.001 par value: 100,000,000 shares authorized;2,280,000 common shares issued and outstanding


2,280



2,280Additional paid in capital


51,720



51,720Deficit accumulated during the development stage


(65,580
)


(35,994
)Total Stockholders’ Deficit


(11,580
)


(2,233
)Total Liabilities and  Stockholders’ Deficit

$
4,111


$
31,094














See accompanying notes to financial statements


17


Interpro Management Corp.


(A Development Stage Company)


Statements of Operations








Fiscal Year

Ended

March 31,

2010


Fiscal Year

Ended

March 31,

2009


Period from

May 21, 2007

(Inception)

through

March 31,

2010Revenue

$
—


$
—


$
—Operating expensesLegal and accounting


19,813



17,000



39,814Software and web design


—



—



3,500General and administrative


9,773



9,368



22,266Total operating expenses


29,586



26,368



65,580Provision for income taxes


—



—



—Net loss

$
(29,586
)

$
(26,368
)

$
(65,580
)Net loss per common share –basic and diluted

$
(0.01
)

$
(0.02
)Weighted common shares outstanding – basic and diluted


2,280,000



1,696,877














See accompanying notes to financial statements


18


Interpro Management Corp.


(A Development Stage Company)


Statements of Stockholders’ Equity (Deficit)


For the period from May 21, 2007 (Inception) through March 31, 2010








Common StockShares


Amount


Additional

Paid in

Capital


Deficit

Accumulated

During the

Development

Stage


Total

Stockholders’

Equity (Deficit)Balance, May 21, 2007 (date of inception)


—


$
—


$
—


$
—


$
—Shares issued to founder on May 21, 2007 @ $0.0125 per share (par value $0.001 per share)


1,600,000



1,600



18,400







20,000Net loss














(9,626
)


(9,626
)Balance, March 31, 2008


1,600,000



1,600



18,400



(9,626
)


10,374Private placement on February 10, 2009 at $0.05 per share


680,000



680



33,320







34,000Net loss














(26,368
)


(26,368
)Balance, March 31, 2009


2,280,000



2,280



51,720



(35,994
)


18,006Net loss














(29,586
)


(29,586
)Balance, March 31, 2010


2,280,000


$
2,280


$
51,720


$
(65,580
)

$
(11,580
)














See accompanying notes to financial statements


19


Interpro Management Corp.


(A Development Stage Company)


Statements of Cash Flows





Fiscal Year

Ended

March 31,

2010


Fiscal Year

Ended

March 31,

2009


Period from

May 21, 2007

(Inception)

through

March 31,

2010Cash Flows from Operating Activities:Net loss

$
(29,586
)

$
(26,368
)

$
(65,580
)Adjustments to reconcile net loss to net cash used in operating activities:Changes in operating assets and liabilities(Increase) decrease in prepaid expenses


230



(230
)


3⁄4Increase in accounts payable and accrued liabilities


2,503



2,750



11,753Net Cash Used in Operating Activities


(26,853
)


(23,848
)


(53,827
)Cash Flows from Financing Activities:Increase in due to stockholder


100



639



3,938Proceeds from sale of stock


—



34,000



54,000Net Cash Provided By Financing Activities


100



34,639



57,938NET CHANGE IN CASH


(26,753
)


(10,791
)


4,111CASH AT BEGINNING OF PERIOD


30,864



20,073



—CASH AT END OF PERIOD

$
4,111


$
3,806


$
4,111SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Interest paid

$
—


$
—


$
—Taxes paid

$
—


$
—


$
—














See accompanying notes to financial statements


20


Interpro Management Corp.


(A Development Stage Company)


March 31, 2010 and 2009


Notes to Financial Statements








Note 1 – Organization and Operations





Interpro Management Corp (“the Company”), incorporated in the State of Nevada on May 21, 2007, is a company with business activities focused on developing and offering web based software that will be designed to be an online project management tool used to enhance an organization’s efficiency through planning and monitoring the daily operations of a business.





Note 2 – Significant Accounting Policies





Basis of Presentation





The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).





Development Stage Company





The Company is a development stage company as defined by section 810-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company’s exploration stage activities.





Use of Estimates





The preparation of financial statements in conformity with generally accepted accounting principles of the United States 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 year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.





Fiscal year end





The Company elected March 31 as its fiscal year ending date.





Cash equivalents





The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.


21


Fair value of financial instruments





The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.  Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:





Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.Level 3

Pricing inputs that are generally observable inputs and not corroborated by market data.





The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities, approximate their fair values because of the short maturity of these instruments.





The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at March 31, 2010 or 2009, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the years ended March 31, 2010 or 2009 or for the period from May 21, 2007 (inception) through March 31, 2010.





Revenue Recognition





The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.





Income Taxes





The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.


22


The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”).  Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.





Net loss per common share





Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.  There were no potentially dilutive shares outstanding as of March 31, 2010 or 2009.





Recently Issued Accounting Pronouncements





In June 2003, the Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release No. 33-9072 on October 13, 2009.  Under the provisions of Section 404 of the Sarbanes-Oxley Act, public companies and their independent auditors are each required to report to the public on the effectiveness of a company’s internal controls.  The smallest public companies with a public float below $75 million have been given extra time to design, implement and document these internal controls before their auditors are required to attest to the effectiveness of these controls.  This extension of time will expire beginning with the annual reports of companies with fiscal years ending on or after June 15, 2010.  Commencing with its annual report for the fiscal year ending May 31, 2011, the Company will be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement





of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting;





of management’s assessment of the effectiveness of its internal control over financial reporting as of year end; and





of the framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting.





Furthermore, it is required to file the auditor’s attestation report separately on the Company’s internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.


23


In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-01 “Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash”, which clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)).  Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25-14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification.  The amendments in this Update also provide a technical correction to the Accounting Standards Codification.  The correction moves guidance that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary.  That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders.  It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis.





In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-02 “Consolidation Topic 810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification”, which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to the following:





1.
A subsidiary or group of assets that is a business or nonprofit activity


2.
A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture


3.
An exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity (including an equity method investee or joint venture).





The amendments in this Update also clarify that the decrease in ownership guidance in Subtopic 810-10 does not apply to the following transactions even if they involve businesses:





1.
Sales of in substance real estate.  Entities should apply the sale of real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions.


2.
Conveyances of oil and gas mineral rights.  Entities should apply the mineral property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such transactions.





If a decrease in ownership occurs in a subsidiary that is not a business or nonprofit activity, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP, such as transfers of financial assets, revenue recognition, exchanges of nonmonetary assets, sales of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.  The amendments in this Update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009.





In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that require new disclosures as follows:




24





1.
Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.


2.
Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).





This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:




1.
Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
 2.
Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.


This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categoriesof assets to classesof assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.





In February 2010, the FASB issued the FASB Accounting Standards Update No. 2010-09 “Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements”, which provides amendments to Subtopic 855-10 as follows:





1.
An entity that either (a) is an SEC filer or(b) is a conduit bond obligor for conduit debt securities that are traded in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local or regional markets) is required to evaluate subsequent events through the date that the financial statements are issued. If an entity meets neither of those criteria, then it should evaluate subsequent events through the date the financial statements are available to be issued.


2.
An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements.


3.
The scope of the reissuance disclosure requirements is refined to include revised financial statements only. The term revised financial statementsis added to the glossary of Topic 855. Revised financial statements include financial statements revised either as a result of correction of an error or retrospective application of U.S. generally accepted accounting principles.





All of the amendments in this Update are effective upon issuance of the final Update, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.


25


In April 2010, the FASB issued the FASB Accounting Standards Update No. 2010-17 “Revenue Recognition — Milestone Method (Topic 605) Milestone Method of Revenue Recognition”, which provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive.





Determining whether a milestone is substantive is a matter of judgment made at the inception of the arrangement. The following criteria must be met for a milestone to be considered substantive. The consideration earned by achieving the milestone should:





1.
Be commensurate with either of the following:


a.
The vendor's performance to achieve the milestone


b.
The enhancement of the value of the item delivered as a result of a specific outcome resulting from the vendor's performance to achieve the milestone


2.
Relate solely to past performance


3.
Be reasonable relative to all deliverables and payment terms in the arrangement.





A milestone should be considered substantive in its entirety. An individual milestone may not be bifurcated. An arrangement may include more than one milestone, and each milestone should be evaluated separately to determine whether the milestone is substantive. Accordingly, an arrangement may contain both substantive and nonsubstantive milestones.





A vendor's decision to use the milestone method of revenue recognition for transactions within the scope of the amendments in this Update is a policy election. Other proportional revenue recognition methods also may be applied as long as the application of those other methods does not result in the recognition of consideration in its entirety in the period the milestone is achieved.





A vendor that is affected by the amendments in this Update is required to provide all of the following disclosures:




1.
A description of the overall arrangement
 2.
A description of each milestone and related contingent consideration
 3.
A determination of whether each milestone is considered substantive
 4.
The factors that the entity considered in determining whether the milestone or milestones are substantive
 5.
The amount of consideration recognized during the period for the milestone or milestones.


The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity's fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. Additionally, a vendor electing early adoption should disclose the following information at a minimum for all previously reported interim periods in the fiscal year of adoption:


1.
Revenue
 2.
Income before income taxes
 3.
Net income
 4.
Earnings per share
 5.
The effect of the change for the captions presented.


26





A vendor may elect, but is not required, to adopt the amendments in this Update retrospectively for all prior periods.





Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.





Note 3 – Going Concern





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $65,580 at March 31, 2010, a net loss from operations of $29,586 and net cash used in operations of $26,853 for the fiscal year ended March 31, 2010, respectively, with no revenues earned since inception.





While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.





The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.





Note 4 – Due to Related Party





The amount owing to stockholder is unsecured, non-interest bearing and has no specific terms of repayment.





Note 5 – Income Taxes





Deferred tax assets





At March 31, 2010, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $65,580 that may be offset against future taxable income through 2030. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $22,297 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a full valuation allowance of $22,297.





Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. The valuation allowance increased approximately $10,059 and $8,965 for the fiscal years ended March 31, 2010 and 2009.




27


Components of deferred tax assets as of March 31, 2010 and 2009 are as follows:





March 31,


March 31,2010


2009Net deferred tax assets – Non-current:Expected income tax benefit from NOL carry-forwards

$
22,297


$
12,238Less valuation allowance


(22,297
)


(12,238
)Deferred tax assets, net of valuation allowance

$
3⁄4


$
3⁄4





Income taxes in the statements of operations





A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:





For the Fiscal


For the FiscalYear Ended


Year EndedMarch 31,


March 31,2010


2009Federal statutory income tax rate


34.0
%


34.0
%Change in valuation allowance on net operating loss carry-forwards


(34.0
)%


(34.0
)%Effective income tax rate


0.0
%


0.0
%





Note 6 – Subsequent Events




The Company has evaluated all events that occurred after the balance sheet date of March 31, 2010 through July 14, 2010, the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.




28




ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.




None.




ITEM 9A. CONTROLS AND PROCEDURES.




Management’s Report On Internal Control Over Financial Reporting




Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:




-
Pertain to the maintenance of records that in reasonable detail accurately and fairly  reflect the transactions and dispositions of the assets of the company;





-
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and





-
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.




Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.




As of March 31, 2010 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments.  Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.  This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.





The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.  The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the audit of our financial statements as of March 31, 2009.


29


Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results.  However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.





This annual report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this annual report.





Management’s Remediation Initiatives




In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:





We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us.  And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.





Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.





We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2010.  Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 2010.




ITEM 9B. OTHER INFORMATION.




None.


30




PART III




ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





Our officers and directors and their ages and positions are as follows:


Name

Age

PositionMohanad Shurrab

34

President, Secretary, Treasurer, and Director


Mr. Mohanad Shurrab has been our President, Treasurer, Secretary and a Director since May 21, 2007.





In 1997 Mr. Shurrab earned his Masters Degrees with Honors in Engineering, Electronics and Computer Science from Sussex University in the United Kingdom.





Mr. Shurrab has extensive experience in project management, computer programming, internet and networking, web applications and database management.  His work experience stretches from Eastern Canada to the UK and the Middle East.  His career includes work in IT management, and working as a systems analyst, software engineer and software architect for private and public companies and government institutions.





Since 2003, Mr. Shurrab has worked as a project manager managing offshore and local development teams to develop various enterprise applications for clients in the U.S. and Canada. Mr. Shurrab has led multiple development teams to design and implement various small and medium sized applications including enterprise applications, eCommerce, work flow management, content management, issue tracking in .NET, VB, C#, ASP.NET, MSSQL, PHP, and UML. Since 2003, Mr. Shurrab has supervised and participated in drafting various operational manuals and custom built software application manuals, in relation to various clients’ business processes.





From 2001 to 2003 Mr. Shurrab was a software engineer for the Bell Aliant Group. While with the Bell Aliant Group, Mr. Shurrab position was a software engineer for various defense and aerospace projects. Mr. Shurrab also participated in the development of the Aircraft Tactical Mission Trainer Simulator designed to train Canadian army navigators.





Audit Committee





We do not have an audit committee at this time.





Code of Ethics





We currently do not have a Code of Ethics.





Section 16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock.  Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.  To our knowledge, based solely on review of the copies of such reports furnished to us for the period ended March 31, 2009, no Section 16(a) reports required to be filed by our executive officers, directors and greater-than-10% stockholders were not filed on a timely basis.


31




ITEM 11.  EXECUTIVE COMPENSATION.





The following table sets forth the cash compensation paid to the Chief Executive Officer and to all other executive officers for services rendered during the fiscal year ended March 31, 2010.


SUMMARY COMPENSATION TABLE
  Annual Compensation
Long Term CompensationAwards
PayoutsName and

PrincipalPosition
Year
Salary
Bonus
Other
Securities

Underlying

Options/

SARs

Granted
Restricted

Shares or

Restricted

Share

Units
LTIP

Payouts
All OtherMr.Mohanad Shurrab
2009
Nil
Nil
Nil
Nil
Nil
Nil
NilPresident, Treasurer, Secretary and Director
2010
Nil
Nil
Nil
Nil
Nil
Nil
Nil
 
  Name
Option awards
Stock awardsNumber of securities underlying unexercised options

(#)

exercisable
Number of

securities

underlying unexercised

options

(#)

unexercisable
Equity

incentive

plan

awards:

Number of

securities

underlying unexercised

unearned

options(#)
Option

exercise

price($)
Option

expiration

date
Number of

shares

or units

of stock

that have

not vested(#)
Market

value of shares of units of

stock that have not vested($)
Equity

incentive

plan

awards:

Number of unearned

shares,

units or

other rights

that have

not vested(#)
Equity

incentive

plan

awards:

Market or

payout value

of unearned

shares, units

or others

rights that

have not

vested($)Mr.Mohanad Shurrab
—
—
—
—
—
—
—
—
—


Option Grants and Exercises





There were no option grants or exercises by any of the executive officers named in the Summary Compensation Table above.





Employment Agreements





We have not entered into employment and/or consultant agreements with our Directors and officers.





Compensation of Directors





All directors receive reimbursement for reasonable out-of-pocket expenses in attending board of directors meetings and for promoting our business.  From time to time we may engage certain members of the board of directors to perform services on our behalf.  In such cases, we compensate the members for their services at rates no more favorable than could be obtained from unaffiliated parties. Our directors have not received any compensation for the fiscal year ended March 31, 2010.


32





ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





The table below sets forth the number and percentage of shares of our common stock owned as of December 29, 2008, by the following persons: (i) stockholders known to us who own 5% or more of our outstanding shares, (ii) each of our Directors, and (iii) our officers and Directors as a group.  Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares beneficially owned.


Title of Class
Name and Address of Beneficial Owner
Amount and Nature

of Beneficial Ownership
Percentage of Class(1)Common Stock
Mr.Mohanad Shurrab
1,600,000
70.0 %All Officers as a Group

1,600,000
70.0 %
  (1) Based on 2,280,000 shares of our common stock outstanding.




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.





Other than the transactions discussed below, we have not entered into any transaction nor are there any proposed transactions in which any of our Directors, executive officers, stockholders or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.





As of March 31, 2010, there is a balance owing to one of our stockholders in the amount of $3,938.  This balance is unsecured, non-interest bearing and has no specific terms of repayment.




ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





Audit Fees





For the year ended March 31, 2010, Li & Company billed us for $0 in audit fees. For the year ended March 31, 2009, Moore and Associates, Chartered billed us for $3,500 in audit fees.





Review Fees





Li & Company, billed us $1,500 for reviews of our quarterly financial statements in 2010 and are not reported under Audit Fees above. Moore and Associates, Chartered billed us $1,500 for reviews of our quarterly financial statements in 2010 and are not reported under Audit Fees above. Moore and Associates, Chartered billed us $4,500 for reviews of our quarterly financial statements in 2009 and are not reported under Audit Fees above.





Tax and All Other Fees





We did not pay any fees to Li & Company for tax compliance, tax advice, tax planning or other work during our fiscal year ended March 31, 2010. We did not pay any fees to Moore and Associates, Chartered for tax compliance, tax advice, tax planning or other work during our fiscal year ended March 31, 2009.





Pre-Approval Policies and Procedures





We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services.  Under these procedures, our board of directors pre-approves all services to be provided by Moore and Associates, Chartered and the estimated fees related to these services.


33


PART IV




ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.


Exhibit
Description3.1
Articles of Incorporation of Registrant *3.2
Bylaws of Registrant  *4.1
Specimen Common Stock Certificate. *5.1
Opinion of SRK Law Offices regarding the legality of the securities being registered. *23.1
Consent of Moore & Associates, Chartered. *23.2
Consent of Legal Counsel (incorporated in Exhibit 5.1). *31.1
Certification of Mohanad Shurrab32.1
Certification of Mohanad Shurrab
  
 *  Attached as an exhibit to our Registration Statement on Form S-1 originally filed with the SEC on July 16, 2008, and incorporated herein by reference.




34


SIGNATURES
 
 
 In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 INTERPRO MANAGEMENT CORPJuly 13, 2009
By:/s/Mohanad ShurrabMohanad ShurrabPresident, Treasurer, Secretary, and Director
 
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
 
 
 
 Signatures
Title
Date/s/Mohanad Shurrab
President, Treasurer, Secretary, and Director
July 13, 2009Mohanad Shurrab


35