OLS 10Q Dec 2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: December 31, 2014

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

For the transition period from: _____________ to ________________

Comission file number: 333-185509

________________________

ONLINE SECRETARY, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

46-0912423

(IRS Employer Identification Number)

112 North Curry Street

Carson City, Nevada 89703

Telephone No.: (775) 321-8234

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________________

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 |_|

Check whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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 |_| No |X| (Not required by smaller reporting companies)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a smaller reporting Company)

Smaller reporting Company [X]

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 December 31, 2014, the aggregate value of voting and non-voting common equity held by non-affiliates was 12,740,000 shares of common stock, $0.001 par value, issued and outstanding.

Online Secretary, Inc.

Quarterly Report on Form 10-Q

Table of Contents


		Page Number
	PART I – FINANCIAL INFORMATION

Item 1	Condensed Financial Statements	3

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

Item 3	Quantitative and Qualitative Disclosures About Market Risk	10

Item 4	Controls and Procedures	10


	PART II – OTHER INFORMATION

Item 1	Legal Proceedings	11

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	11

Item 3	Defaults Upon Senior Securities	12

Item 4	(Removed and Reserved)	12

Item 5	Other Information	12

Item 6	Exhibits	12

Item 1. Financial Statements

ONLINE SECRETARY, INC.

(A Development Stage Company)

CONDENSED FINANCIAL STATEMENTS

December 31, 2014

Unaudited

CONDENSED BALANCE SHEETS

CONDENSED STATEMENT OF OPERATIONS

CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

CONDENSED STATEMENT OF CASH FLOWS

NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

ONLINE SECRETARY, INC.
(A Development Stage Company)

CONDENSED BALANCE SHEETS

December 31, 2014     (Unaudited)

September 30, 2014           (Audited)

ASSETS

CURRENT ASSETS
Cash
$

1,414

$

1,414

Prepaid Expenses

1,550

1,850

TOTAL ASSETS

$

2,964

$

3,264

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities
$

18,485

$

12,175

Loans from related party

2,854

2,854

TOTAL CURRENT LIABILITIES

$

21,339

$

15,029

STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding

12,740,000 shares as of December 31, 2014

$

12,740

$

12,740

   Additional Paid in Capital
5,760

5,760

Deficit accumulated during the development stage
(36,875)

(30,265)

TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)
$

(18,375)

$

(11,765)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
$

2,964

$

3,264

The accompanying notes are an integral part of these financial statements

ONLINE SECRETARY, INC.
(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS
Unaudited

Three months ended      December 31, 2014

Three months ended      December 31, 2013

REVENUE

Revenues
$

-

$

-

Total Revenues

$

-

$

-

EXPENSES

Office and general
$

2,310

$

533

Professional Fees
4,300

4,000

Total Expenses

$

6,610

$

4,533

NET LOSS
$

(6,610)

$

(4,533)

BASIC AND DILUTED LOSS PER COMMON SHARE
$

-

$

-

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING $
12,740,000
$
12,664,348

The accompanying notes are an integral part of these financial statements

ONLINE SECRETARY, INC.
(A Development Stage Company)

CONDENSED STATEMENT OF CASH FLOWS
Unaudited

Three months ended       December 31, 2014

Three months ended       December 31, 2013

OPERATING ACTIVITIES

Net loss

$

(6,610)

$

(4,533)

Adjustment to reconcile net loss to net cash
used in operating activities
(Increase) decrease in Prepaid expenses
300

-

Increase (decrease) in accrued expenses
6,310

(88)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
$

-

$

(4,620)

FINANCING ACTIVITIES
Proceeds from sale of common stock

-

6,000

NET CASH PROVIDED BY FINANCING ACTIVITIES
$

-

$

6,000

NET INCREASE (DECREASE) IN CASH
$

-

$

1,380

CASH, BEGINNING OF PERIOD
1,414

34

CASH, END OF PERIOD

$

1,414

$

1,414

Supplemental cash flow information and noncash financing activities:
Cash paid for:

Interest

$

-

$

-

Income taxes

$

-

$

-

The accompanying notes are an integral part of these financial statements

ONLINE SECRETARY, INC.

(A Development Stage Company)

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

December 31, 2014

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2014, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s September 30, 2014 audited financial statements. The results of operations for the periods ended December 31, 2014 and the same period last year are not necessarily indicative of the operating results for the full years.

NOTE 2 – GOING CONCERN

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $16,375, and net loss from operations since inception of $36,875. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – CAPITAL STOCK

On September 24, 2012 the Company issued 12,500,000 Founder’s shares at $0.001 per share for net funds to the Company of $12,500.

On December 17, 2013, the Company issued 240,000 common shares for $0.025 per share, for cash of $6,000

As of June 30, 2014 the Company had 12,740,000 shares of common stock issued and outstanding.

Item 2. Management`s Discussion and Analysis of Financial Condition and Results of Operations

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Overview

On August 31, 2012, Mr. Joshi, president and sole director, incorporated the Company in the State of Nevada and established a fiscal year end of September 30. The objective of this corporation is to provide online secretarial services through our developing website.

We plan on providing services to our clients such as: booking appointments, scheduling meetings, typing services, phone calls, text messages and or email reminders and confirming appointments. We also intend to provide live-person call service centers for personal and business use.

If a person needs to cancel or decline an appointment or invitation but wants to save time or avoid conversations, they can get our secretaries to make the call for them. This service will be available for personal or business use.

Plan of Operation

As of the date of this filing, the Company has generated no revenues and has not entered into any agreement, arrangement or understanding with any third party Company. Failure to raise funds will require the Company to cease operations.

As of December 31, 2014 we had $1,414 of cash on hand in the bank. We incurred operating expenses in the amount of $6,610 in the quarter ended December 31, 2014. These operating expenses were comprised of professional fees and office and general expenses. Since inception we have incurred operating expenses of $36,875.

Our president and director has invested $12,500 in the Company. At the present time, we have $6,000 as received of the sales of common shares from 30 other investors during October 2013. No other arrangement was made to raise additional cash. We will need additional cash and if we are unable to raise it, we will either suspend marketing operations until we do raise the cash necessary to continue our business plan, or we cease operations entirely.

Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

If OLS is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new

development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering described herein and failure thereof would result in OLS having to seek capital from other resources such as debt financing, which may not even be available to the company. However, if such financing were available, because OLS is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If OLS cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in OLS common stock would lose all of their investment.

Equipment and software purchase: We plan on purchasing computers, printers, scanners and all the necessary equipment and software to develop our business. We may need to buy used equipment.

The company's president will be responsible for all the purchases and will consider input from the third party developer(s), but would be limited by our available funds.

Hire third party technicians, web developers and/or engineers to develop our systems: We plan on searching for, interviewing and hiring the suitable technician, web developer and/or engineer to develop our services. Our web site would also be developed in this stage.

The company's president would be responsible for carefully finding the suitable third party developer(s), according to our budget and would oversee all the steps of development.

Tests: After we have developed our systems and services protocol, we plan on testing it with different individuals and different situations. Changes and improvements may be necessary. At the end of this step, our web site should be fully developed.

The company's president would be responsible for finding the suitable people to test our services and would decide if changes and improvements should be necessary. Finding volunteers could be necessary.

Marketing: After we have all of our web site and services functional and approved, we plan on starting our Marketing campaign. We intend to advertise in magazines, other websites and in the social media.

The company's president would be responsible for selecting the best options for our Marketing campaign, according to our available funds.

Office supplies, Stationery, Telephone, Internet: Funds would be used to cover office supplies, stationary, telephone and internet costs.

We do not currently have any employees and management does not plan to hire employees at this time. We do not expect the purchase or sale of any significant equipment and has no current material commitments.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have not generated any revenues from operations.

We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.

Off Balance Sheet Arrangement

The company is dependent upon the sale of its common shares to obtain the funding necessary to carry its business plan. Our President, Vijay Joshi has undertaken to provide the Company with operating capital to sustain its business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing these agreements. Investors should be aware that Mr. Joshi expression is neither a contract nor agreement between him and the company.

Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive and financial officer has concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective. As reported in our Annual Report on Form 10-K for the quarter ended September 30, 2014, the Company’s principal executive and financial officer has determined that there are material weaknesses in our disclosure controls and procedures.

The material weaknesses in our disclosure control procedures are as follows:

1. Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

2. Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:

•

Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel.


	•	Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.

Changes in Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintain records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition , use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.

As reported in our Annual Report on Form 10-K for the year ended September 30, 2014, management is aware that there a significant deficiency and a material weakness in our internal control over financial reporting and therefore has concluded that the Company’s internal controls over financial reporting were not effective as of December 31, 2014. The significant deficiency relates to a lack of segregation of duties due to the small number of employees involvement with general administrative and financial matters. The material weakness relates to a lack of formal policies and procedures necessary to adequately review significant accounting transactions.

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended December 31, 2014 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None

Item 4. (Removed and Reserved)

Item 5. Other Information

None

Item 6. Exhibits


3.1	Articles of Incorporation of Online Secretary, Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on December 17, 2012)

3.2	Bylaws of Online Secretary, Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on December 17, 2012)

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

31.2	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

32.1	Section 1350 Certification of Chief Executive Officer

32.2	Section 1350 Certification of Chief Financial Officer **

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 ***

		December 31, 2014 (Unaudited)		September 30, 2014 (Audited)

ASSETS

CURRENT ASSETS
Cash	$	1,414	$	1,414
Prepaid Expenses		1,550		1,850
TOTAL ASSETS	$	2,964	$	3,264

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	18,485	$	12,175
Loans from related party		2,854		2,854
TOTAL CURRENT LIABILITIES	$	21,339	$	15,029

STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
12,740,000 shares as of December 31, 2014	$	12,740	$	12,740
Additional Paid in Capital		5,760		5,760
Deficit accumulated during the development stage		(36,875)		(30,265)
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)	$	(18,375)	$	(11,765)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)	$	2,964	$	3,264

		Three months ended December 31, 2014		Three months ended December 31, 2013
REVENUE

Revenues	$	-	$	-
Total Revenues	$	-	$	-

EXPENSES

Office and general	$	2,310	$	533
Professional Fees		4,300		4,000
Total Expenses	$	6,610	$	4,533


NET LOSS	$	(6,610)	$	(4,533)

BASIC AND DILUTED LOSS PER COMMON SHARE	$	-	$	-

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	$	12,740,000	$	12,664,348

		Three months ended December 31, 2014		Three months ended December 31, 2013

OPERATING ACTIVITIES
Net loss	$	(6,610)	$	(4,533)
Adjustment to reconcile net loss to net cash
used in operating activities
(Increase) decrease in Prepaid expenses		300		-
Increase (decrease) in accrued expenses		6,310		(88)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	-	$	(4,620)

FINANCING ACTIVITIES
Proceeds from sale of common stock		-		6,000

NET CASH PROVIDED BY FINANCING ACTIVITIES	$	-	$	6,000

NET INCREASE (DECREASE) IN CASH	$	-	$	1,380

CASH, BEGINNING OF PERIOD		1,414		34

CASH, END OF PERIOD	$	1,414	$	1,414


Supplemental cash flow information and noncash financing activities:
Cash paid for:
Interest	$	-	$	-

Income taxes	$	-	$	-


	•	Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel.