10QSB 1 bfi10qsb11302005.htm QUARTERLY REPORT FOR BULLDOG FINANCIAL Form 10-QSB for Bulldog Financial, Inc.

 

==================================================================================================

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

[X]

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

FOR THE QUARTERLY PERIOD ENDED November 30, 2005

   
 

OR

   

[   ]

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 000-51670

BULLDOG FINANCIAL, INC.
(Exact name of registrant as specified in its charter)

Nevada

38-3707552

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

98 South Holman Way
Golden, Colorado 80401
(Address of principal executive offices, including zip code.)

(303) 278-0207
(Registrant's telephone number, including area code)

The Company is a Shell company:     Yes [   ]       No   [X]

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 [   ]

As of January 10, 2006, the Company had 5,000,000 shares of common stock outstanding.

=========================================================================================================

 



PART I

ITEM 1.     INTERIM FINANCIAL STATEMENTS

BULLDOG FINANCIAL, INC.

(A Development Stage Enterprise)

BALANCE SHEETS


 

 

 

 

November 30,

 

 

 

 

 

 

2005

 

August 31,

 

 

 

 

 

 

(unaudited)


 

2005


 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash

$

106


$

138


 

 

 

Total Current Assets

 

106


 

138


 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

106


$

138


 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDER'S DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Accounts payable

 

$

9,306

$

17,133

 

 

Accounts payable - related party

 

 

41,822


 

27,652


 

 

 

Total Current Liabilities

 

 

51,128


 

44,785


 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

-


 

-


 

 

 

 

 

 

 

 

 

 

STOCKHOLDER'S DEFICIT

 

 

 

 

 

 

 

Common stock, 100,000,000 shares authorized, $0.00001

 

 

 

 

 

 

 

par value; 5,000,000 shares issued and outstanding

 

50

 

50

 

 

Additional paid-in capital

 

50

 

50

 

 

Accumulated deficit

 

(51,122)


 

(44,747)


 

 

 

Total Stockholder's Deficit

 

(51,022)


 

(44,647)


 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT

$

106


$

138


 

 

 

 

The accompanying condensed notes are an integral part of these interim financial statements.
F-1

- 2 -



BULLDOG FINANCIAL, INC.

(A Development Stage Enterprise)

STATEMENTS OF OPERATIONS


 

 

 

 

 

 

 

 

From

 

 

 

 

 

 

 

August 23,

 

 

 

Three Months

 

Three Months

 

2004

 

 

 

Ended

 

Ended

 

(Inception) to

 

 

 

November 30,

 

November 30,

 

November 30,

 

 

 

 

2005

 

2004

 

2005

 

 

 

 

(unaudited)


 

(unaudited)


 

(unaudited)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

$

-


$

-


$

-


 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

Office

 

32

 

65

 

939

 

Accounting

 

6,343

 

-

 

24,890

 

Legal

 

-


 

-


 

25,293


 

 

TOTAL EXPENSES

 

6,375


 

65


 

51,122


 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

(6,375)


 

(65)


 

(51,122)


 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

(6,375)

 

(65)

 

(51,122)

 

 

 

 

 

 

 

 

 

INCOME TAXES

 

-


 

-


 

-


 

 

 

 

 

 

 

 

 

NET LOSS

$

(6,375)


$

(65)


$

(51,122)


 

 

 

 

 

 

 

 

 

 

NET LOSS PER COMMON SHARE,

 

 

 

 

 

 

 

 

BASIC AND DILUTED

$

nil


$

nil


 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF

 

 

 

 

 

 

 

 

COMMON STOCK SHARES

 

 

 

 

 

 

 

 

OUTSTANDING, BASIC AND DILUTED

 

5,000,000


 

5,000,000


 

 

 

 

 

 

The accompanying condensed notes are an integral part of these interim financial statements.
F-2

- 3 -



BULLDOG FINANCIAL, INC.

(A Development Stage Enterprise)

STATEMENT OF STOCKHOLDER'S DEFICIT


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Common Stock

 

Additional

 

During

Total

 

 

 

 

Number

 

 

 

Paid-in

 

Development

Stockholder's

 

 

 

 

of Shares


 

Amount


 

Capital


 

Stage


 

Deficit


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance August 23, 2004 (inception)

 

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash at $0.00002

 

 

 

 

 

 

 

 

 

 

 

per share

 

5,000,000

 

50

 

50

 

-

 

100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for year ended August 31, 2004

 

-


 

-


 

-


 

(18,000)


 

(18,000)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, August 31, 2004

 

5,000,000

 

50

 

50

 

(18,000)

 

(17,900)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for year ended August 31, 2005

 

-


 

-


 

-


 

(26,747)


 

(26,747)


 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, August 31, 2005

 

5,000,000

 

50

 

50

 

(44,747)

 

(44,647)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for period ended November 30, 2005

 

-


 

-


 

-


 

(6,375)


 

(6,375)


 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, November 30, 2005 (unaudited)

 

5,000,000


$

50


$

50


$

(51,122)


$

(51,022)


 

 

 

 

 

 

The accompanying condensed notes are an integral part of these interim financial statements.
F-3

- 4 -



BULLDOG FINANCIAL, INC.

(A Development Stage Enterprise)

STATEMENTS OF CASH FLOWS


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From

 

 

 

 

 

Three

 

Three

 

August 23,

 

 

 

 

 

Months

 

Months

 

2004

 

 

 

 

 

 

Ended

 

Ended

 

(Inception) to

 

 

 

 

 

 

November 30,

 

November 30,

 

November 30,

 

 

 

 

 

 

2005

 

2004

 

2005

 

 

 

 

 

 

(unaudited)


 

(unaudited)


 

(unaudited)


 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net loss

$

(6,375)

$

(65)

$

(51,122)

 

Adjustments to reconcile net loss

 

 

 

 

 

 

 

 

to net cash provided by operating activities:

 

 

 

 

 

 

 

Increase (decrease) in accounts payable

 

(7,827)

 

-

 

9,306

 

Increase in accounts payable - related party

 

14,170


 

600


 

41,822


Net cash provided (used) by operating activities

 

(32)


 

535


 

6


 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

-


 

-


 

-


 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

-


 

-


 

100


Net cash provided by financing activities

 

-


 

-


 

100


 

 

 

 

 

 

 

 

 

 

 

Change in cash

 

(32)

 

535

 

106

 

 

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

138


 

100


 

-


 

 

 

 

 

 

 

 

 

 

 

Cash, end of period

$

106


$

635


$

106


 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW DISCLOSURES:

 

 

 

 

 

 

Interest paid

$

-

$

-

$

-

Income taxes paid

$

-

$

-

$

-

 

 

 

 

The accompanying condensed notes are an integral part of these interim financial statements.
F-4

- 5 -



BULLDOG FINANCIAL, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

NOVEMBER 30, 2005


NOTE 1 - BASIS OF PRESENTATION

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Regulation S-B as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended August 31, 2005. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the three-month period ending November 30, 2005 are not necessarily indicative of the results that may be expected for the year ending August 31, 2006.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Going Concern
As shown in the accompanying financial statements, the Company had an accumulated deficit of $51,122 incurred through November 30, 2005. The Company has no revenues, limited cash, and negative working capital. Management has established plans to begin generating revenues and decrease debt. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. The Company anticipates that it will need $60,000 to continue in existence for the following twelve months. The Company expects to be able to control its cash outflows for contracts purchased based upon funds received.

Provision for Taxes
Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (hereinafter "SFAS No. 109"). Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the "more likely than not" standard imposed by SFAS No. 109 to allow recognition of such an asset.

 

F-5

- 6 -



BULLDOG FINANCIAL, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

NOVEMBER 30, 2005


Recent Accounting Pronouncements
In May 2005, the Financial Accounting Standards Board, issued Statement of Financial Accounting Standards ("SFAS No. 154"), "Accounting Changes and Error Corrections," which replaces Accounting Principles Board Opinion No. 20, "Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements -- An Amendment of APB Opinion No. 28". SFAS No. 154 provides guidance on accounting for and reporting changes in accounting principle and error corrections. SFAS No. 154 requires that changes in accounting principle be applied retrospectively to prior period financial statements and is effective for fiscal years beginning after December 15, 2005. Management believes the adoption of SFAS No. 154 will have no material impact on the financial position, results of operations, or cash flows.

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153, "Exchange of Nonmonetary Assets an amendment of ARB Opinion No. 29." This statement addresses the measurement of exchanges of nonmonetary assets. The guidance in APB Opinion No. 29, "Accounting for Nonmonetary Transactions," is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that opinion, however, included certain exceptions to that principle. This statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for financial statements for fiscal years beginning after June 15, 2005. Management believes the adoption of this statement will have no impact on the financial statements of the Company.

In December 2004, the Financial Accounting Standards Board issued to Statement of Financial Accounting Standards No. 123 (R), "Accounting for Stock Based Compensation" (hereinafter "SFAS No. 123R"). This statement supercedes APB Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. This statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This statement does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS No. 123. This statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, "Employers' Accounting for Employee Stock Ownership Plans." The Company has determined that there was no impact to its financial statements from the adoption of this statement.

 

F-6

- 7 -


BULLDOG FINANCIAL, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

NOVEMBER 30, 2005


In November 2004, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 151, "Inventory CostsC an amendment of ARB No. 43, Chapter 4." This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . . under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges. . . ." This statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management does not believe the adoption of this statement will have any immediate material impact on the Company as the Company maintains no inventory.

Revenue Recognition
The Company will recognize revenue from contracts (1) upon actual sale (disposition) of such contracts and (2) upon actual cash collections for ongoing contracts. With these two types of revenue sources, revenue will thereby be recorded when there is persuasive evidence that an arrangement exists, services have been rendered, the contract price is determinable, and collectibility is reasonably assured (or, in the case of ongoing contracts, actually collected).

Use of Estimates
The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.


NOTE 3 - CAPITAL STOCK

The Company is authorized to issue 100,000,000 shares of common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

In its initial capitalization in August 2004, the Company issued 5,000,000 shares of common stock for a total of $100 cash.

 

 

F-7

- 8 -



BULLDOG FINANCIAL, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

NOVEMBER 30, 2005


NOTE 4 - INCOME TAXES

At November 30, 2005, the Company had net deferred tax assets calculated at an expected rate of 34% of approximately $17,300, principally arising from net operating loss carryforwards for income tax purposes. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at November 30, 2005. The significant components of the deferred tax asset at November 30, 2005 and August 31, 2005 were as follows:

   

November 30,

 

August 31,

   

2005


 

2005


Net operating loss carryforward

$

51,122


$

44,747


 

 

 

 

 

Deferred tax asset

$

17,300

$

15,000

Deferred tax asset valuation allowance

 

(17,300)


 

(15,000)


Net deferred tax asset

$

-


$

-


At November 30, 2005, the Company has net operating loss carryforwards of $51,122, which begin to expire in the year 2024. The change in valuation allowance from August 31, 2005 to November 30, 2005 is $2,300.


NOTE 5 - RELATED PARTY TRANSACTIONS

Accounts payable to related parties represents amounts due to the president and chief executive officer for payment of expenses on behalf of the Company. At November 30, 2005, the Company owed $41,822 to the president and chief executive officer. These payables are non-interest bearing and not collateralized. During the period ended November 30, 2005, the president loaned $14,170 to the Company. During the years ended August 31, 2005 and 2004, the president loaned $9,652 and $18,000 to the Company, respectfully.

The Company also uses office space of the Company's president and chief executive officer and pays no rent. The value of this space is considered immaterial for financial reporting purposes at November 30, 2005. There is no rental agreement and the Company has plans to locate to a permanent office in the near future.

 

 

F-8

- 9 -



ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

We were incorporated in the state of Nevada on August 23, 2004. We have not started operations. We have not generated revenues from operations, but must be considered a start-up business. Our statutory registered agent in Nevada is The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511. Our business office is located at 98 South Holman Way, Golden, Colorado 80401. Our telephone number is (303) 278-0207. This is the office of Scott D. McDowell, our president. Mr. McDowell allows us to use his office rent free. We do not pay any rent to Mr. McDowell and there is no agreement to pay any rent in the future. Upon the completion of our offering, we intend to establish an office at a new location in the city of Golden, Colorado. We intend to rent 500 square feet of office space.

We have no plans to change our planned business activities or to combine with another business, and we are not aware of any events or circumstances that might cause these plans to change.

We have not started our operations and will not start operations until we raise at least the minimum amount in our public offering.

We have not conducted any market research into the likelihood of success of our operations.

Plan of Operations

This section of the 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.

We are a start-up stage corporation and have not started operations or generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not purchased any contracts or generated any revenues from the development. We believe the technical aspects of our website will be sufficiently developed to use for our operations 90 days from the completion of our public offering. We must raise cash from operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our project and begin our operations. Even if we raise the maximum amount of money in our public offering, we do not know how long the money will last, however, we do believe it will last twelve months. We will not begin operations until we raise money from our public offering.

 

- 10 -


To meet our need for cash we are attempting to raise money from our public offering. We cannot guarantee that once we begin operations we will stay in business after operations have commenced. Further, if we are unable to attract enough clients to utilize our services, we may quickly use up the proceeds from the minimum amount of money from our public offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash, other than through our public offering.

If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. If we raise the minimum amount of money from our public offering, it will last a year but with limited funds available to develop growth strategy. If we raise the maximum amount, we believe the money will last a year and also provide funds for growth strategy. If we raise less than the maximum amount and we need more money we will have to revert to obtaining additional money as described in this paragraph. Other than as described in this paragraph, we have no other financing plans.

Assuming we raise the minimum amount in our public offering, we believe we can satisfy our cash requirements during the next twelve months. We will not be conducting any product research or development. We do not expect to purchase or sell significant equipment. We intend to hire additional employees on an as needed basis.

We intend to accomplish the foregoing through the following milestones:

1. Complete our public offering. We will expend our entire efforts to raising money. This could take up to 270 days from November 30, 2005. We will not begin operations until we have closed our offering. We intend to concentrate all of our efforts on raising as much capital as we can during this period. This milestone is based upon our officers' and directors' previous and current work experiences as well as their life experiences.

2. After completing our public offering, we will rent an office and obtain the necessary software to begin servicing the contracts. Establishing our office will take two to three weeks from the completion of our public offering. We believe that it will cost $20,000 to acquire the equipment and software to begin operations. We have allocated $500.00 per month for office rent. We intend to hire employees as needed. Our officers and directors will handle our administrative duties. This milestone is based upon our officers' and directors' previous and current work experiences as well as their life experiences.

3. We intend to initiate marketing operations within approximately 20-30 days from setting up our office. We believe that it will cost a minimum of $20,000 for our marketing campaign. If we raise the maximum amount of proceeds from our public offering, we will devote $60,000 to our marketing program. Initially, we intend to market our services in the state of Colorado, through traditional sources such as trade magazines, conventions and conferences, newspaper advertising, billboards, telephone directories and flyers / mailers primarily to other purchasers of class "C" commercial paper. We also intend to make personal contact with potential clients which may require us to travel and entertain potential customers. The extent of our marketing program will be based upon the amount of money we raise in our public offering. If we raise more than the minimum, we intend to spend more on the quality of the advertisements as well as the volume of

 

- 11 -


advertisements. Marketing is an ongoing matter that will continue during the life of our operations. We also believe that we should begin to see results from our marketing campaign within 30 days from its initiation, or 90 days from setting up our office. This milestone is based upon our officers' and directors' previous and current work experiences as well as their life experiences.

4. Within 90 days or less from establishing our office, we will begin servicing contracts. This milestone is based upon our officers' and directors' previous and current work experiences as well as their life experiences.

In summary, we should be in full operation and receiving orders within 90 days of completing our public offering.

If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else. If this occurs, you will lose all of your investment.

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 in start-up stage operations and have not generated any revenues. 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 and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

From Inception on August 23, 2004 to November 30, 2005

During this period we incorporated the company, hired the attorney, and hired the auditor for the preparation of our Form SB-2 Registration Statement. We have prepared an internal business plan. Our loss since inception is $51,122. We have not started our proposed business operations and will not do so until we have completed our public offering. We expect to begin operations ninety days after we complete our public offering.

Since inception, we sold 5,000,000 shares of common stock to our officers and directors for $100.

Accounts payable

Accounts payable of $51,128 was recorded at November 30, 2005, represented by liabilities, including $41,822 of related party liabilities. These liabilities were accrued during the quarter ended November 30, 2005.

 

- 12 -


Liquidity and capital resources

As of the date of this quarterly report, we have yet to generate any revenues from our business operations.

In August 2004, we issued 5,000,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933. This was accounted for as a sale of common stock.

As of November 30, 2005, our total assets were $106 in cash and our total liabilities were $51,128 comprised of an officer loan of $41,822 and accounts payable of $9,306 Scott D. McDowell, our president, loaned us the sum of $41,822 to pay for legal, accounting and other expenses associated with our public offering. The amount due Mr. McDowell will not be repaid from the proceeds of our public offering, but will only be paid from revenues generated from our operations. The loan is without interest and the agreement with Mr. McDowell is oral. There is no written documentation evidencing the same.

Recent accounting pronouncements

In May 2005, the Financial Accounting Standards Board, issued Statement of Financial Accounting Standards ("SFAS No. 154"), "Accounting Changes and Error Corrections," which replaces Accounting Principles Board Opinion No. 20, "Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements -- An Amendment of APB Opinion No. 28". SFAS No. 154 provides guidance on accounting for and reporting changes in accounting principle and error corrections. SFAS No. 154 requires that changes in accounting principle be applied retrospectively to prior period financial statements and is effective for fiscal years beginning after December 15, 2005. Management believes the adoption of SFAS No. 154 will have no material impact on the financial position, results of operations, or cash flows.

In December 2004, FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29". The guidance in APB Opinion No. 29, "Accounting for Nonmonetary Transactions", is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position.

 

- 13 -


In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123R, " Share Based Payment." SFAS 123R is a revision of SFAS No. 123 "Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees" and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services." SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, "Employers' Accounting for Employee Stock Ownership Plans." SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position.


ITEM 3.     CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports our files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

 

- 14 -


(b) Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness.

There were no changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any deficiencies or material weaknesses of internal controls that would require corrective action.


PART II OTHER INFORMATION

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS.

On August 31, 2005, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number 333-120689, permitting us to offer up to 2,500,000 shares of common stock at $0.10 per share. There is no underwriter involved in our public offering. As of January 12, 2006, we have not sold any shares in our public offering.

On November 10, 2005, we entered into a consent order with the Division of Securities of the State of Colorado wherein we agreed not to submit any applications for registration of any of our securities to the Securities Commission of the State of Colorado for a period of three years. Further, we were allowed to withdraw our application for registration of our securities by coordination in the State of Colorado. The basis for the consent order was our representation that Carlos Lucero is a trader with Smith Barney Inc. and was previously a trader with Trust Company of America and Merrill Lynch Pierce Fenner & Smith, when in fact, Mr. Lucero is a clerical assistant to a trader at Smith Barney Inc. and was a clerical assistant to a trader at Trust Company of America and at Merrill Lynch Pierce Fenner & Smith.


ITEM 6.     EXHIBITS.

The following documents are included herein:

Exhibit No.

Document Description

   

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.

   

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).

 

 

 

- 15 -



SIGNATURES

In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 17th day of January, 2006.

 

BULLDOG FINANCIAL, INC.

 

BY:

/s/ Scott McDowell

   

Scott D. McDowell, President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer and a member of the Board of Directors

 

 

 

 

 

 

 

 

 

 

- 16 -