10QSB 1 nera_10qsb.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-QSB

 

 

(Mark One)

x

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

For the quarterly period ended September 30, 2006

 

o

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _________________ to _________________

 

Commission file number 333-135647

 

New Era Marketing, Inc.

(Exact name of small business issuer as specified in its charter)

 

 

Nevada

20-3155365

(State or jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

10620 Southern Highlands Parkway, Suite 110-433

Las Vegas, Nevada 89141

(Address of principal executive offices)

 

(626)-335-7750

(Issuer’s telephone number)

 

(Former name, former address and former fiscal year, if changed since last report)

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: Common Stock, 3,250,000 shares issued and outstanding as of September 30, 2006.

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

Transitional Small Business Disclosure Format (Check one): Yes o No x

 


 


 

 

 

TABLE OF CONTENTS

 

 

PAGE

PART I — FINANCIAL INFORMATION

3

Item 1. Financial Statements

3

Item 2. Management’s Discussion and Plan of Operation

9

Item 3. Controls and Procedures

12

PART II — OTHER INFORMATION

13

Item 1. Legal Proceedings

13

Item 2. Changes in Securities

13

Item 3. Defaults Upon Senior Securities

13

Item 4. Submission of Matters to a Vote of Security Holders

13

Item 5. Other Information

13

Item 6. Exhibits and Reports on Form 8-K

14

SIGNATURES

15

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 



 

 

PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

 

MOORE & ASSOCIATES, CHARTERED

 

ACCOUNTANTS AND ADVISORS

 

 

PCAOB REGISTERED

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors

New Era Marketing Inc. (A Development Stage Company)

Las Vegas, NV

 

We have reviewed the accompanying balance sheet of New Era Marketing Inc. (A Development Stage Company). as of September 30, 2006, and the related statements of income, retained earnings, and cash flows for the six months then ended, in accordance with the standards of the Public Company Accounting Oversight Board (United States). All information included in these financial statements is the representation of the management of New Era Marketing Inc. (A Development Stage Company).

 

A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

Based on our review, we are not aware of any material modifications that should be made to the financial statements in order for them to be in conformity with generally accepted accounting principles.

 

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in the notes to the financial statements, the Company has no established source of revenue and no operations. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

 

/s/ Moore & Associates, Chartered  

Moore & Associates, Chartered Las Vegas, Nevada

November 20, 2006

 

 

2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146 (702) 253-7511 Fax: (702)253-7501

 

3

 



 

 

NEW ERA MARKETING, INC

(A Development Stage Company)

BALANCE SHEET

As of September 30, 2006

(Unaudited)

 

 

 

September

 

 

 

30, 2006

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

Cash

 

$

1,225

 

Funds in escrow

 

 

12,199

 

 

 

 

 

 

Total Current Assets

 

 

13,424

 

 

 

 

 

 

TOTAL ASSETS

 

$

13,424

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

$

 

 

 

 

 

 

Total Current Liabilities

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

Preferred stock: $0.001 par value,

 

 

 

 

5,000,000 shares authorized: no shares

 

 

 

 

issued and outstanding

 

 

 

 

 

 

 

 

Common stock: $0.001 par value,

 

 

 

 

70,000,000 shares authorized: 3,250,000

 

 

 

 

shares issues and outstanding

 

 

3,250

 

Additional Paid in Capital

 

 

84,550

 

Accumulated Deficit

 

 

(74,376

)

 

 

 

 

 

Total Stockholders" Equity

 

 

13,424

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$

13,424

 

 

The accompanying notes are an integral part of these statements.

 

 

4

 



 

 

NEW ERA MARKETING INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

Three Months

 

Three Months

 

Six Months

 

Six Months

 

Inception

 

 

 

ended

 

ended

 

ended

 

ended

 

July 19, 2005

 

 

 

September 30,

 

September 30,

 

September 30,

 

September 30,

 

through

 

 

 

2006

 

2005

 

2006

 

2005

 

September 30, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$

 

$

 

$

 

$

 

$

2,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General & Administrative Expenses

 

 

17,410

 

 

11,989

 

 

40,910

 

 

11,989

 

 

76,876

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET (LOSS)

 

$

(17,410

)

$

(11,989

)

$

(40,910

)

$

(11,989

)

$

(74,376

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic (Loss) per Share

 

$

(0.01

)

$

(0.01

)

$

(0.01

)

$

(0.01

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding

 

 

3,250,000

 

 

1,750,000

 

 

3,250,000

 

 

1,750,000

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these statements.

 

 

5

 



 

 

NEW ERA MARKETING, INC.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS EQUITY

(Unaudited)

 

 

 

 

 

 

Additional

 

 

 

 

 

Common Stock

 

Paid-in

 

Accumulated

 

 

 

Shares

 

Amount

 

Capital

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

July 2005

 

 

 

 

 

 

 

 

 

 

Shares issued for cash,

 

 

 

 

 

 

 

 

 

 

$0.001 per share

 

1,750,000

$

1,750

$

5,750

 

$

 

 

 

 

 

 

 

 

 

 

 

 

January 2006

 

 

 

 

 

 

 

 

 

 

Contributed Capital

 

 

 

5,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 2006

 

 

 

 

 

 

 

 

 

 

Shares issued for cash,

 

 

 

 

 

 

 

 

 

 

$0.05 per share

 

1,500,000

 

1,500

 

73,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss for the period from

 

 

 

 

 

 

 

 

 

 

inception on July 19, 2005

 

 

 

 

 

 

 

 

 

 

through March 31, 2006

 

 

 

 

 

(33,466

)

 

 

 

 

 

 

 

 

 

 

 

Balance March 31, 2006

 

3,250,000

 

3,250

 

84,550

 

 

(33,466

)

 

 

 

 

 

 

 

 

 

 

 

Net Loss for the six months

 

 

 

 

 

 

 

 

 

 

ended September 30, 2006

 

 

 

 

 

(40,910

)

 

 

 

 

 

 

 

 

 

 

 

Balance September 30, 2006

 

3,250,000

$

3,250

$

84,550

 

$

(74,376

)

 

 

 

 

The accompanying notes are an integral part of these statements.

 

 

6

 



 

 

NEW ERA MARKETING, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

Inception

 

 

 

Six Months

 

Six Months

 

July 19, 2005

 

 

 

ended

 

ended

 

through

 

 

 

September 30, 2006

 

September 30, 2006

 

September 30, 2006

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(40,910

)

$

(11,989

)

$

(74,376

)

 

 

 

 

 

 

 

 

 

 

 

Adjustments to net income (loss):

 

 

 

 

 

 

 

 

 

 

Increase in accounts payable and accrued expenses

 

 

 

 

 

 

 

 

 

 

Total Adjustments

 

 

 

 

4,489

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash (Used)

 

 

 

 

 

 

 

 

 

 

by Operating Activities

 

 

(40,910

)

 

(7,500

)

 

(74,376

)

 

 

 

 

 

 

 

 

 

 

 

CASH FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

 

 

7,500

 

 

82,500

 

Contributed capital

 

 

 

 

 

 

5,300

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided

 

 

 

 

 

 

 

 

 

 

by Financing Activities

 

 

 

 

7,500

 

 

87,800

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

 

 

 

 

 

 

 

 

 

AND CASH EQUIVALENTS

 

 

(40,910

)

 

 

 

13,424

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

54,334

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

13,424

 

$

 

$

13,424

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Paid For:

 

 

 

 

 

 

 

 

 

 

Interest

 

$

 

$

 

$

 

Income Taxes

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Non Cash Financing Activities:

 

$

 

$

 

$

 

 

 

 

The accompanying notes are an integral part of these statements.

 

 

7

 



 

 

NEW ERA MARKETING, INC.

(A Development Stage Company)

Notes to the Financial Statements

 

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 September 30, 2006 and 2005 and for all periods presented 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 December 31, 2005 audited financial statements. The results of operations for the periods ended September 30, 2006 and 2005 are not necessarily indicative of the operating results for the full years.

 

NOTE 2 - GOING CONCERN

 

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. 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.

 

 

8

 



 

 

Item 2.       Management’s Discussion and Plan of Operation.

 

This section must be read in conjunction with the unaudited Financial Statements included in this report.

 

A.

Management’s Discussion

 

New Era Marketing, Inc. (“New Era” or the “Company”) was incorporated in the State of Nevada on July 19, 2005. New Era is a development stage company that has a primary business plan objective of providing cost effective consortium marketing campaigns for small businesses in need of closely managing assets specifically pinpointed for corporate name recognition and product identification, and to assist in implementing those advertising endeavors.

 

New Era is a development stage company that has not commenced our planned principal strategic operations and have no significant assets. Our operations to date have been devoted primarily to startup and development activities, which include the following:

 

 

1.

Formation of the Company;

 

2.

Development of our business plan;

 

3.

Obtaining capital through sales of our common stock; and

 

4.

Market our business services to potential clients.

 

We are attempting to build NEM to become fully operational. In order to generate revenues, we must address the following areas:

 

1. Establish our website: Establishing our presence on the Internet is critical to reaching a broad consumer base. We are in the process of developing a website. To date, we have not secured a web site address nor do we have an operational web site. We expect this web site to be our primary marketing tool whereby we will disseminate information on our business to business marketing services to potential clients.

 

2. Develop and implement a marketing plan: In order to promote our company and establish our brand, we believe we will be required to develop and implement a marketing plan. We plan to use our Internet site to be the focus of our marketing and sales efforts. We intend to advertise our site, and thus our business to business marketing services, through the use of banner advertisements and search engine placement. To date, we have no marketing or sales initiatives or arrangements. Without any marketing campaign, we may be unable to generate interest in, or generate awareness of, our company.

 

We are a small, start-up company that has not generated any significant revenues and lacks a stable customer base. As it stands at present, each potential client attempts to place its limited advertising dollars as strategically as feasible to get the best result possible. Consequently, each company is limited in the scope and breadth of its promotional campaigns due to limit availability of resources. We plan on utilizing a marketing co-op program whereby several companies unite to pool resources for the sole purpose of increasing public exposure and thereby expanding each individual client’s marketing budget. The synergy that is created is beneficial to

 

9

 



 

all companies involved both from the greater public exposure standpoint and from the public perception that each small company is larger than originally apparent.

 

In the initial approximately twelve month operating period from July 19, 2005 (inception) to September 30, 2006, the Company generated $2,500 in revenues while incurring $76,876 in general and administrative expenses. This resulted in a cumulative net loss of $74,376 for the period then ended from inception, which is equivalent to $(0.01) per share.

 

During the three months ended September 30, 2006, the Company generated no revenues while incurring $17,410 in general and administrative expenses. This resulted in a net loss for the quarter ended September 30, 2006 of $17,410. The net loss for both periods is attributable primarily to the continuing costs of start-up operations.

 

During the six months ended September 30, 2006, the Company generated no revenues while incurring $40,910 in general and administrative expenses. This resulted in a net loss for the quarter ended September 30, 2006 of $40,910. The net loss for both periods is attributable primarily to the continuing costs of start-up operations.

 

Liquidity and Capital Resources

 

As of September 30, 2006, the Company had $13,424 in working capital. The Company’s current assets as of September 30, 2003 consisted of $13,424 in cash and funds in escrow.

 

New Era believes that it has sufficient resources to continue operations for the next twelve months. However, the Company’s independent auditors have expressed substantial doubt about the Company’s ability to continue as a going concern.

 

B.

Plan of Operation

 

New Era is a development stage company that has a primary business plan objective of providing cost effective consortium marketing campaigns for small businesses in need of closely managing assets specifically pinpointed for corporate name recognition and product identification, and to assist in implementing those advertising endeavors.

 

Principal Services and Principal Markets

 

Our principal business objective is to provide cost effective consortium marketing campaigns for small businesses in need of closely managing assets specifically earmarked for corporate name recognition and product identification, and to assist in implementing those advertising endeavors. It is the opinion of our officers and director that our target market and likely purchaser of our services will primarily be small and new companies needing to closely manage their advertising dollars.

 

 

10

 



 

 

Distribution Methods of the Services

 

We are currently working with an experienced Internet service provider to develop a comprehensive Internet presence. Additionally, we plan on identifying local business organizations, service groups and small business development companies who may be instrumental in assisting us in making our services known to the target audience of potential clients. Once a potential client has been identified, a personal call will be made to that company to further explain our services and to arrange a face-to-face meeting.

 

Industry Background and Competition

 

We are a small, start-up company that has not generated any significant revenues and lacks a stable customer base. As it stands at present, each potential client attempts to place its limited advertising dollars as strategically as feasible to get the best “bang-for-the buck” possible. Consequently, each company is limited in the scope and breadth of its promotional campaigns due to limit availability of resources. We will utilize a marketing co-op program whereby several companies unite to pool resources for the sole purpose of increasing public exposure for all. The synergy that is created is beneficial to all companies involved both from the greater public exposure standpoint and from the public perception that each small company is larger than originally apparent.

 

Currently the cost of advertising is tremendous and a substantial burden on any small company desiring to endeavor upon any sort of public awareness recognition, even a conservative economical venture. And, at this point, each company seeks its own path drawing from its limited individual resources. A small company with a superior product has little chance to penetrate a larger sales base when a large competitor has better name recognition through extensive advertising campaigns. New Era Marketing, Inc. will put several small companies on a competitive basis with larger companies by implementing an aggressive, strategic marketing campaign combining the dedicated resources of each company.

 

There is a dire need for small companies to spread their advertising dollar as far and wide as possible to gain corporate name recognition and product identification. New Era Marketing, Inc. believes that there is a glut of companies that will crave an opportunity to join a cooperative effort to maximize public exposure of products that will complement one another.

 

New Era Marketing, Inc. is not aware of any marketing company that focuses exclusively on the co-op, synergistic approach.  

 

 

 

11

 



 

 

Item 3.

Controls and Procedures

 

Based on their most recent review, which was completed within ninety days of the filing of this report, New Era’s Officers have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by New Era in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to New Era’s management, including its Officers, as appropriate to allow timely decisions regarding required disclosure and are effective to ensure that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There were no significant changes in New Era’s internal controls or in other factors that could significantly affect those controls subsequent to the date of their evaluation.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12

 



 

 

PART II — OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

None.

 

Item 2.

Changes in Securities.

 

 

Item 3.

Defaults Upon Senior Securities.

 

None.

 

Item 4.

Submission of Matters to a Vote of Security Holders.

 

None.

 

Item 5.

Other Information.

 

None

 

Item 6.

Exhibits and Reports on Form 8-K.

 

(a)

Exhibits required by Item 601 of Regulation S-B

 

Exhibit Number

Name and/or Identification of Exhibit

 

 

3.

Articles of Incorporation & By-Laws

 

(a)         Articles of Incorporation of New Era Marketing, Inc. filed on July 19, 2005, incorporated by reference to the Registration Statement on Form SB-2, as amended, filed with the SEC on July 7, 2006.

(b)        Bylaws of New Era Marketing, Inc. adopted on July 22, 2005, incorporated by reference to the Registration Statement on Form SB-2, as amended, filed with the SEC on July 7, 2006.

(c)         Certificate of Articles of Incorporation of New Era Marketing, Inc., incorporated by reference from the Form SB-2, as amended, filed with the SEC on July 7, 2006.

 

 

31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act 0f 2002

 

 

13

 



 

 

(b) Reports on Form 8-K

During the first quarter of 2006, NEW ERA MARKETING, INC. filed the following Current Reports on Form 8-K:

 

Date of Report

Date Filed

Items Reported

None

None

None

 

 

 

 

 

 

 

 

 

14

 



 

 

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

New Era Marketing, Inc.

(Registrant)

 

 

 

 

 

 

Signature

Title

Date

 

 

 

/s/ Joseph MacKenzie

President & CEO, Director

November 20, 2006

Joseph MacKenzie

 

 

 

 

 

/s/ Joseph MacKenzie

Secretary, Treasurer, Director

November 20, 2006

Joseph MacKenzie

 

 

 

 

 

/s/ Joseph MacKenzie

Principal Financial Officer

November 20, 2006

Joseph MacKenzie

 

 

 

 

 

/s/ Joseph MacKenzie

Principal Accounting Officer

November 20, 2006

Joseph MacKenzie

 

 

 

 

 

 

 

 

 

 

 

15