Form 10-Q

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

10-Q 1 d434611d10q.htm FORM 10-Q Form 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-51161

Odimo Incorporated

(Exact name of registrant as specified in its charter)


Delaware		22-3607813
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9858 Clint Moore Road, Boca Raton, Fl		33496
(Address of principal executive offices)		(Zip Code)

(954) 993 -4703

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark 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. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

As of November 12, 2012, the registrant had 11,086,575 shares of common stock outstanding.

ODIMO, INCORPORATED

TABLE OF CONTENTS


	Page

PART I. FINANCIAL INFORMATION		3

ITEM 1. Financial Statements		3

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		9

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		12

ITEM 4. Controls and Procedures		12

PART II. OTHER INFORMATION		13

ITEM 6. Exhibits		13

SIGNATURES		14

EX-31.1

EX-31.2

EX-32.1

EX-32.2

EX-31.1

EX-31.2

EX-32.1

EX-32.2

EX-101 INSTANCE DOCUMENT

EX-101 SCHEMA DOCUMENT

EX-101 CALCULATION LINKBASE DOCUMENT

EX-101 LABELS LINKBASE DOCUMENT

EX-101 PRESENTATION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

ODIMO, INCORPORATED

BALANCE SHEETS

(in thousands, except par value)


	September 30,			December 31,
	2012			2011
	(unaudited)
ASSETS
Current Assets:
Cash	$	4		$	9

Total Assets	$	4		$	9

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accrued liabilities	$	22		$	20
Note payable, related party		58			33

Total current liabilities		80			53

Stockholders’ Deficiency:
Preferred stock, $0.001 par value, 50 million shares authorized, none issued and outstanding		—			—
Common stock, $0.001 par value, 300 million shares authorized, 11,086 shares issued and outstanding		10			10
Additional paid-in capital		104,681			104,639
Accumulated deficit		(104,767	)		(104,693	)

Total stockholders’ deficiency		(76	)		(44	)

Total liabilities and stockholders’ deficiency	$	4		$	9

See notes to unaudited condensed financial statements.

ODIMO, INCORPORATED

STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Revenues	$	—		$	—		$	—		$	—
Operating expenses		20			20			74			69

Total operating expenses		20			20			74			69

Loss from Operations		(20	)		(20	)		(74	)		(69	)

Other Income (Expense):
Gain on debt forgiveness		—			—			—			230

Net Income (Loss)	$	(20	)	$	(20	)	$	(74	)	$	161

Net Income (Loss) per Common Share
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	0.01

Weighted Average Number of Shares:
Basic and diluted		11,086			11,086			11,086			11,086

See notes to unaudited condensed financial statements.

ODIMO, INCORPORATED

STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Nine Months Ended September 30,
	2012			2011
Cash Flows from Operating Activities:
Net (Loss) Income	$	(74	)	$	161
Adjustments to reconcile net loss to net cash provided by (used) in operating activities:
Charge in lieu of compensation contributed by officer and related party		42			42
Gain on forgiveness of debt		—			(230	)
Changes in operating assets and liabilities:
Increase (decrease) in:
Accrued liabilities		2			6

Net cash used in operating activities		(30	)		(21	)

Cash Flows from Investing Activities:
		—			—

Net cash provided by investing activities		—			—

Cash Flows from Financing Activities:
Loan payable to related party		25			20

Net cash provided by financing activities		25			20

Net Increase (decrease) in Cash and Cash Equivalents		(5	)		(1	)
Cash and Cash Equivalents, Beginning		9			3

Cash and Cash Equivalents, Ending	$	4		$	2

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	—		$	—

Taxes	$	—		$	—

See notes to unaudited condensed financial statements.

ODIMO INCORPORATED

Notes to Unaudited Condensed Financial Statements

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements — The interim financial statements as of September 30, 2012, and for the periods ended September 30, 2012 and 2011, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present the Company’s financial position as of September 30, 2012 and the results of its operations and its cash flows for the periods ended September 30, 2012 and 2011. These results are not necessarily indicative of the results expected for the year ending December 31, 2012. The accompanying financial statements and condensed notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States of America. Refer to the Company’s audited financial statements on its Annual Report on Form 10-K as of December 31, 2011, filed with the Securities and Exchange Commission (“SEC”) for additional information, including significant accounting policies.

Business — The Company is a non-operating public shell company. The Company is seeking suitable candidates for a business combination with a private company. The Company previously was an online retailer of watches, luxury goods, diamonds and jewelry through three websites, www.diamond.com, www.ashford.com and www.worldofwatches.com. The Company’s operating results disclosed in this Quarterly Report on Form 10-Q are not meaningful to its future results.

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

General and Administrative Expenses — General and administrative expenses include professional fees, insurance, rent, and other general corporate expenses.

Loss Per Share — Basic loss per share is computed based on the average number of common shares outstanding and diluted earnings per share is computed based on the average number of common and potential common shares outstanding under the treasury stock method. The calculation of diluted loss per share was the same as the basic loss per share for each period presented since the Company has no common stock equivalents.

2. GOING CONCERN CONSIDERATIONS

The Company is a non-operating public shell company and is seeking suitable candidates for a business combination with a private company. The Company may seek to raise additional capital through the issuance of equity or debt, including loans from related parties, to acquire sufficient liquidity to satisfy its future liabilities. Such additional capital may not be available timely or on terms acceptable to the Company, if at all. The Company’s plans to repay its liabilities as they become due may be impacted adversely by its inability to have sufficient liquid assets to satisfy its liabilities.

The Company’s independent registered public accounting firm’s report on its financial statements for the fiscal year ended December 31, 2011 includes an explanatory paragraph regarding the Company’s ability to continue as a going concern. As shown in its historical financial statements, the Company has incurred significant recurring net losses for the past several years and as of December 31, 2011, its financial statements reflected negative working capital and a stockholders’ equity deficiency. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Further, the registered public accounting firm’s report states that the financial statements do not include any adjustments that might result from the outcome of this uncertainty.

ODIMO INCORPORATED

Notes to Unaudited Condensed Financial Statements

3. REVERSE MERGER

On October 29, 2010, the Company entered into a Share Exchange Agreement with Standard Crushed Stone Industry Limited, a Cayman Islands company (SCSI”) and its sole shareholder Republic Rock United Industry Limited, a BVI company (“Republic Rock ”). On November 11, 2010, the Company closed the transactions under the Share Exchange Agreement and acquired from Republic Rock all of the outstanding shares of SCSI in exchange for the issuance of 235,281,759 shares of Odimo Common Stock (the “Reverse Merger”). SCSI, through its affiliated entities located and operating in the Shiyan Region of the People’s Republic of China, is engaged in the manufacture and distribution of cement and cement products.

On February 4, 2011 the parties rescinded the Share Exchange Agreement and voided ab initio, the Reverse Merger (the “Rescission”). In January 2011, the Company was advised by local governmental authorities in the Hubei Province of the People’s Republic of China (“PRC”) that its application made under the Circular on Issues Relevant to Foreign Exchange Control with Respect to the Round-trip Investment of Funds Raised by Domestic Residents Through Offshore Special Purpose Vehicles (“Circular 75”) issued in October 2005 by the PRC State Administration of Foreign Exchange (“SAFE”) had not been approved (the “Non-Approval”). As a result of the Non-Approval, Odimo is precluded from engaging in equity financing outside of China for Hubei Jinlong Cement Company (“Hubei Jinlong”), the PRC Company whose business operations had become controlled by Odimo pursuant to the Reverse Merger and accordingly Hubei Jinlong would not be able to carry out its business plan. The parties to the Share Exchange Agreement determined that it was fair to and in the best interests of their respective corporations and shareholders to rescind the Share Exchange Agreement and unwind the Reverse Merger and the other transactions contemplated thereby as if they never occurred, upon the terms and subject to the conditions set forth in the Rescission Agreement.

Pursuant to the Rescission, the Company returned to Republic Rock all shares of Standard Crushed it acquired under the Share Exchange Agreement and all 235,281,759 shares of common stock of Odimo issued in connection with the Reverse Merger was returned to the Company.

As a result of the Rescission, Odimo resumed its status as a shell company and will seek to effect a merger, acquisition or other business combination with an operating company, including an operating company based in China, by using a combination of capital stock, cash on hand, or other funding sources, if available, Alan Lipton is the sole member of our Board of Directors and Amerisa Kornblum is our President and Chief Financial Officer. The Reverse Merger, as well as any action taken by the Company subsequent to the Reverse Merger, is null and void as if it never occurred. Standard Crushed is not now and as a result of the Rescission has never been a subsidiary of the Company and the parties are returned to their respective positions immediately prior to the Share Exchange Agreement and Reverse Merger.

In connection with the closing of the Reverse Merger, the Company expended approximately $28,000 to cover transfer agent, printing and accounting fees and costs. Odimo used another $50,000 to cover legal fees of Hubei Jinlong. The Company may seek to raise additional capital through the issuance of equity or debt, including loans from related parties, to acquire sufficient liquidity to satisfy our future liabilities. Such additional capital may not be available timely or on terms acceptable to it, if at all. The Company’s plans to repay its liabilities as they become due may be impacted adversely by its inability to have sufficient liquid assets to satisfy its liabilities.

ODIMO INCORPORATED

Notes to Unaudited Condensed Financial Statements

4. RELATED PARTY TRANSACTIONS

Note Payable to Related Party — In May 2011, February 2012, and June 2012, we borrowed the sum of $20,000, $10,000, and $10,000, respectively, from Elao, LLC. The Lily Maya Lipton Family Trust (the “Lily Trust”) is the sole member of Elao, LLC and Alan Lipton is the sole trustee of the Lily Trust and his daughter Lily Maya Lipton is the sole lifetime beneficiary. We are obligated to repay to Elao, LLC the June 2012 Elao Borrowing together with interest at 5% per annum, on the earlier to occur of (x) June 1, 2015; or (y) the date we consummate a reverse merger transaction or (z) the date we recover sufficient funds, if any, from an action we may pursue against Hubei Jinlong Cement Co. and/or their affiliates. We are obligated to repay to Elao, LLC the February 2012 Elao Borrowing together with interest at 5% per annum, on the earlier to occur of (x) May 1, 2015; or (y) the date we consummate a reverse merger transaction or (z) the date we recover sufficient funds, if any, from an action we may pursue against Hubei Jinlong Cement Co. and/or their affiliates. We are obligated to repay to Elao, LLC the May 2011 Elao Borrowing together with interest at 5% per annum, on the earlier to occur of (x) May 1, 2014; or (y) the date we consummate a reverse merger transaction. In December 2011 and February 2012, we borrowed the sum of $10,000 (the “December 2011 STEP Borrowing”) and $5,000 (the “$5,000 February 2012 STEP Borrowing”) from our shareholder, Strategic Turnaround Equity Partners, LP (Cayman) (“STEP”). We are obligated to repay to STEP the December 2011 STEP Borrowing together with interest at 5% per annum, on the earlier to occur of (x) May 1, 2014; or (y) the date we consummate a reverse merger transaction. We are obligated to repay to STEP the February 2012 STEP Borrowing together with interest at 5% per annum, on the earlier to occur of (x) May 1, 2015; or (y) the date we consummate a reverse merger transaction or (z) the date we recover sufficient funds, if any, from an action we may pursue against Hubei Jinlong Cement Co. and/or their affiliates. In November 2012 we sold $8,333 principal amount of our 5% Unsecured Convertible Promissory Notes due October 31, 2015, to each of the Lily Trust, STEP and Relao 2, LLC, each of whom is the beneficial owner of in excess of 10% of the outstanding shares of the Company’s Common Stock prior to the purchase of the convertible debentures. The convertible notes are convertible, at the option of the holder, at any time at one time prior to maturity, into that number of shares of the Company’s Common Stock determined by dividing the principal balance of the convertible note by $.12, as adjusted for certain corporate actions taken by the Company.

The Company used the proceeds of the loans from its shareholders for payment of its existing liabilities.

Services Contributed by Stockholders —During the nine months ended September 30, 2012, certain stockholders rendered professional services to the Company. A charge in lieu of compensation for the estimated fair value of the services rendered by the officer and the related party ($42,000) has been charged to expense together with a credit to additional paid in capital in the accompanying financial statements for the nine months ended September 30, 2012.

5. GAIN ON CANCELLATION OF LIABILITY

During the first quarter ended March 31, 2011, the Company recorded a write off of $230,000 of accounts payable. The Company determined to write off these accounts payable because it determined that the time allowed a creditor to collect upon these accounts payable (ie: the statute of limitations) had expired. This amount is included in other income in the Company’s statement of operations.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Odimo Incorporated’s (“Odimo,” the “Company,” “we,” “our,” “us,”) Condensed Consolidated Financial Statements and the related Notes contained elsewhere in this quarterly report on Form 10-Q. All statements in the following discussion that are not reports of historical information or descriptions of current accounting policy are forward-looking statements. Please consider our forward-looking statements in light of the factors that may affect operating results set forth herein.

Non-Operating Shell Company

We are a non operating shell corporation. We intend to effect a merger, acquisition or other business combination with an operating company by using a combination of capital stock, cash on hand, or other funding sources, if available. We intend to devote substantially all of our time to identifying potential merger or acquisition candidates. We have reviewed very few merger candidates to date and there can be no assurances that we will enter into such a transaction in the near future or on terms favorable to us, or that other funding sources will be available.

Rescission of Reverse Merger and Cessation of Online Retailing Business of the Company

On October 29, 2010, we entered into a Share Exchange Agreement with Standard Crushed Stone Industry Limited, a Cayman Islands company (“SCSI”) and its sole shareholder Republic Rock United Industry Limited, a BVI company (“Republic Rock”). On November 11, 2010, we closed the transactions under the Share Exchange Agreement and acquired from Republic Rock all of the outstanding shares of SCSI in exchange for the issuance of 235,281,759 shares of Odimo Common Stock (the “Reverse Merger”). SCSI, through its affiliated entities located and operating in the Shiyan Region of the People’s Republic of China, is engaged in the manufacture and distribution of cement and cement products. On February 4, 2011 the parties rescinded the Share Exchange Agreement and voided ab initio, the Reverse Merger (the “Rescission”). In January 2011, we were advised by local governmental authorities in the Hubei Province of the People’s Republic of China (“PRC”) that our application made under the Circular on Issues Relevant to Foreign Exchange Control with Respect to the Round-trip Investment of Funds Raised by Domestic Residents Through Offshore Special Purpose Vehicles (“Circular 75”) issued in October 2005 by the PRC State Administration of Foreign Exchange (“SAFE”) had not been approved (the “Non-Approval”). As a result of the Non-Approval, Odimo is precluded from engaging in equity financing outside of China for Hubei Jinlong Cement Company (“Hubei Jinlong”), the PRC company whose business operations had become controlled by Odimo pursuant to the Reverse Merger and accordingly Hubei Jinlong would not be able to carry out its business plan. The parties to the Share Exchange Agreement determined that it was fair to and in the best interests of their respective corporations and shareholders to rescind the Share Exchange Agreement and unwind the Reverse Merger and the other transactions contemplated thereby as if they never occurred, upon the terms and subject to the conditions set forth in the Rescission Agreement.

Pursuant to the Rescission, we returned to Republic Rock all shares of Standard Crushed we acquired under the Share Exchange Agreement and all 235,281,759 shares of common stock of Odimo issued in connection with the Reverse Merger were returned to us. As a result of the Rescission, Odimo resumed its status as a shell company.

The Reverse Merger, as well as any action taken by the Company subsequent to the Reverse Merger, is null and void. Standard Crushed is not now and as a result of the Rescission has never been a subsidiary of the Company.

In connection with the closing of the Reverse Merger, we expended approximately $28,000 to cover transfer agent, printing and accounting fees and costs. We used another $50,000 to cover legal fees of Hubei Jinlong. We may seek to raise additional capital through the issuance of equity or debt, including loans from related parties, to acquire sufficient liquidity to satisfy our future liabilities. Such additional capital may not be available timely or on terms acceptable to us, if at all. Our plans to repay our liabilities as they become due may be impacted adversely by our inability to have sufficient liquid assets to satisfy our liabilities.

Prior to May 2006, we were an online retailer of high quality diamonds and fine jewelry, current season brand name watches and luxury goods through three websites, www.diamond.com, www.worldofwatches.com and www.ashford.com. In May 2006, we sold assets related to our online diamond and jewelry business operations, including our domain name www.diamond.com. In December 2006, we sold assets related to our online watch business operations, including our domain name www.worldofwatches.com. In April 2007, we sold our domain name www.ashford.com and related intellectual property rights, product images and other intangibles.

Other than Amerisa Kornblum, our President and Chief Financial Officer, who, commencing in 2008, serves the Company for no compensation, we have no employees.

Going Concern

These conditions raise substantial doubt about our ability to continue as a going concern. Further, the registered public accounting firm’s report states that the financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We may seek to raise additional capital through the issuance of equity or debt, including loans from related parties, to acquire sufficient liquidity to satisfy our future liabilities. Such additional capital may not be available timely or on terms acceptable to us, if at all. Our plans to repay our liabilities as they become due may be impacted adversely by our inability to have sufficient liquid assets to satisfy our liabilities.

Comparison of Quarter Ended September 30, 2012 to Quarter Ended September 30, 2011

We generated no revenue during either the quarter ended September 30, 2012 or 2011.

General and Administrative Expenses. General and administrative expenses for each of the quarters ended September 30, 2012 and 2011 were $20,000. We believe that while we are a non-operating shell company, our operating expenses will include rent, accounting and other general and administrative expenses as well as costs associated with seeking to locate and consummate a business combination.

Net Loss. Net loss for the quarter ended September 30, 2012 was $20,000 compared to $20,000 for the quarter ended September 30, 2011.

Comparison of Nine Months Ended September 30, 2012 to Nine Months Ended September 30, 2011

We generated no revenue for the nine months ended September 30, 2012 or 2011.

General and Administrative Expenses. General and administrative expenses for the nine months ended September 30, 2012 were $74,000 compared to $69,000 for the nine months ended September 30, 2011. We believe that while we are a non-operating shell company, our operating expenses will include rent, accounting and other general and administrative expenses as well as costs associated with seeking to locate and consummate a business combination.

Net Loss. Net loss for the nine months ended September 30, 2012 was $74,000 compared to a net income of $161,000 for the nine months ended September 30, 2011, which net income was recorded as a result of our write-off of accounts payable.

Liquidity and Capital Resources

As of September 30, 2012, we had cash of approximately $4,000 and total liabilities of $80,000 compared to cash of $9,000 and total liabilities of $53,000 as of December 31, 2011. In June 2012 we borrowed from Elao, LLC the sum of $10,000 (the “June 2012 Elao Borrowing”); in February 2012 we borrowed from Elao, LLC the sum of $10,000 (the “February 2012 Elao Borrowing”) and in May 2011 we borrowed from Elao, LLC the sum of $20,000 (the “May 2011 Elao Borrowing”). The Lily Maya Lipton Family Trust (the “Lily Trust”) is the sole member of Elao, LLC and Alan Lipton is the sole trustee of the Lily Trust and his daughter Lily Maya Lipton is the sole lifetime beneficiary. We are obligated to repay to Elao, LLC the June 2012 Elao Borrowing together with interest at 5% per annum, on the earlier to occur of (x) June 1, 2015; or (y) the date we consummate a reverse merger transaction or (z) the date we recover sufficient funds, if any, from an action we may pursue against Hubei Jinlong Cement Co. and/or their affiliates. We are obligated to repay to Elao, LLC the February 2012 Elao Borrowing together with interest at 5% per annum, on the earlier to occur of (x) May 1, 2015; or (y) the date we consummate a reverse merger transaction or (z) the date we recover sufficient funds, if any, from an action we may pursue against Hubei Jinlong Cement Co. and/or their affiliates. We are obligated to repay to Elao, LLC the May 2011 Elao Borrowing together with interest at 5% per annum, on the earlier to occur of (x) May 1, 2014; or (y) the date we consummate a reverse merger transaction. In December 2011 and February 2012, we borrowed the sum of $10,000 (the “December 2011 STEP Borrowing”) and $5,000 (the “$5,000 February 2012 STEP Borrowing”) from our shareholder, Strategic Turnaround Equity Partners, LP (Cayman) (“STEP”). We are obligated to repay to STEP the December 2011 STEP Borrowing together with interest at 5% per annum, on the earlier to occur of (x) May 1, 2014; or (y) the date we consummate a reverse merger transaction. We are obligated to repay to STEP the February 2012 STEP Borrowing together with interest at 5% per annum, on the earlier to occur of (x) May 1, 2015; or (y) the date we consummate a reverse merger transaction or (z) the date we recover sufficient funds, if any, from an action we may pursue against Hubei Jinlong Cement Co. and/or their affiliates. In November 2012 we sold $8,333 principal amount of our 5% Unsecured Convertible Promissory Notes due October 31, 2015, to each of the Lily Trust, STEP and Relao 2, LLC, each of whom is the beneficial owner of in excess of 10% of the outstanding shares of the Company’s Common Stock prior the purchase of the convertible debentures. The convertible notes are convertible, at the option of the holder, at any time at one time prior to maturity, into that number of shares of the Company’s Common Stock determined by dividing the principal balance of the convertible note by $.12, as adjusted for certain corporate actions taken by the Company.

We intend to continue devoting substantially all of our time to identifying merger or acquisition candidates. In the event we locate an acceptable operating business, we intend to effect the transaction utilizing any combination of our Common Stock, cash on

hand, or other funding sources that we reasonably believe are available. However, there can be no assurances that we will be able to consummate a merger or acquisition of an operating business on terms favorable to us, if at all, or that other funding sources will be available.

Discussion of Cash Flows

Net cash used in operating activities for the nine months ended September 30, 2012 was $30,000 compared to $21,000 for the nine months ended September 30, 2011.

We had net cash provided by financing activities of $25,000 and $20,000 for the nine months ended September 30, 2012 and September 30, 2011, respectively.

Liquidity Sources

Our current sources of liquidity consist of cash on hand. As of September 30, 2012, we had approximately $4,000 of cash compared to $9,000 of cash as of December 31, 2011.

Until required for other purposes, our cash is maintained in deposit accounts or highly liquid investments with original maturities of 90 days or less at the time of purchase.

Our independent registered public accounting firm’s report on our financial statements for the fiscal year ended December 31, 2011 includes an explanatory paragraph regarding our ability to continue as a going concern. As shown in our historical financial statements, we have incurred significant recurring net losses and negative cash flows from operations for the past several years and as of December 31, 2011, our financial statements reflect negative working capital and a stockholders’ equity deficiency. These conditions raise substantial doubt about our ability to continue as a going concern. Further, the registered public accounting firm’s report states that the financial statements do not include any adjustments that might result from the outcome of this uncertainty.

During the nine months ended September 30, 2012, we funded our operations primarily with cash on hand and from the net proceeds from shareholder loans.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

Critical Accounting Policies and Estimates

Our unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to income taxes, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are described in more detail in Note 1 to our unaudited condensed financial statements included in this report, we believe the policies discussed below are the most critical to understanding our financial position and results of operations.

Income Taxes

We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized by applying statutory tax rates in effect in the years in which the differences between the financial reporting and tax filing bases of existing assets and liabilities are expected to reverse. We have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance against our deferred tax assets. We have recorded a full valuation allowance against our deferred tax assets since we have determined that it is more likely than not that we may not be able to realize our deferred tax asset in the future.

Recent Accounting Developments

There were no recently issued accounting standards which we have not yet adopted that are expected to have a material effect on our financial condition, results of operations or cash flows.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risk due to changes in interest rates relates primarily to the increase or decrease in the amount of interest income we can earn on our cash equivalents. Our risk associated with fluctuating interest rates is limited to our investments in interest rate sensitive financial instruments. Under our current policies, we do not use interest rate derivative instruments to manage exposure to interest rate changes. We attempt to increase the safety and preservation of our invested principal funds by limiting default risk, market risk and reinvestment risk. We mitigate default risk by investing in investment grade securities. A hypothetical 100 basis point adverse move in interest rates along the entire interest rate yield curve would not materially affect the fair value of our interest sensitive financial instruments due to their relatively short term nature. Declines in interest rates over time will, however, reduce our interest income while increases in interest rates over time will increase our interest income.

ITEM 4. Controls and Procedures

As described in more detail in our Annual Report on Form 10-K for the year ended December 31, 2011, during the course of preparing our financial statements for the year ended December 31, 2011, we identified a material weakness in connection with the evaluation of the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. Our management, comprised solely of our Chief Executive Officer (“CEO”)/Chief Financial Officer (“CFO”), has evaluated the effectiveness of our “disclosure controls and procedures” (as such items are defined in rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our CEO/CFO has concluded that, due to the material weakness disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, our disclosure controls and procedures were not effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

There have not been any changes in internal control over financial reporting in the period covered by this Quarterly Report on Form 10-Q which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 6. Exhibits

(a) Exhibits


Exhibit		Description

31.1		Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated pursuant to the Securities Exchange Act of 1934, as amended

31.2		Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated pursuant to the Securities Exchange Act of 1934, as amended

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS***		XBRL Instance Document

101.SCH***		XBRL Taxonomy Extension Schema Document

101.CAL***		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF***		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB***		XBRL Taxonomy Extension Label Linkbase Document

101.PRE***		XBRL Taxonomy Extension Presentation Linkbase Document

***

Pursuant to Rule 406T of SEC Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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