-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BREZ0I6AlOp/b1AT/QxWIYHJ44SDoz5xz4WotydNKS+xIAExMMqj5+5vfXaFuNzI KIw28dViL2aVV7L0uCFB0w== 0001092306-07-000415.txt : 20070911 0001092306-07-000415.hdr.sgml : 20070911 20070911133316 ACCESSION NUMBER: 0001092306-07-000415 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070731 FILED AS OF DATE: 20070911 DATE AS OF CHANGE: 20070911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOTOMATICA, INC. CENTRAL INDEX KEY: 0001378866 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MAILING, REPRODUCTION, COMMERCIAL ART & PHOTOGRAPHY [7330] IRS NUMBER: 204412118 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-52638 FILM NUMBER: 071110678 BUSINESS ADDRESS: STREET 1: 112 NORTH CURRIE STREET CITY: CARSON CITY STATE: NV ZIP: 89703-4934 BUSINESS PHONE: 775-321-8243 MAIL ADDRESS: STREET 1: 112 NORTH CURRIE STREET CITY: CARSON CITY STATE: NV ZIP: 89703-4934 10QSB 1 photo10qsb.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 31, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ________________ to __________________ Commission File Number 000-52638 PHOTOMATICA, INC. ______________________________________________________ (Exact name of registrant as specified in its charter) Nevada 20-4412118 ________________________ ____________________________________ (State of Incorporation) (I.R.S. Employer Identification No.) 112 North Currie Street Carson City, Nevada, 89703-4934 ___________________________________________________ (Address of Principal Executive Offices) (Zip Code) (775) 321-8220 ____________________________________________________ (Registrant's telephone number, including area code) Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act 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 is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of July 31, 2007, the registrant had 10,300,000 shares of common stock, $0.001 par value, issued and outstanding. Transitional Small Business Disclosure Format (Check one). Yes [ ] No [X] Index Page Number PART I - FINANCIAL INFORMATION ITEM 1. Financial Statements - Unaudited ................................... 3 Balance Sheets as of July 31, 2007 and April 30, 2007....................... 4 Statements of Operations for three months ended July 31, 2007; three months period ended July 31, 2006 and cumulative from inception (February 22, 2006) to July 31, 2007............................................................ 5 Statements of Cash Flows for three months ended July 31, 2007; three months ended and cumulative results from inception (February 22, 2006) to July 31, 2007............................................................ 6 Notes to Interim Financial Statements to July 31, 2007...................... 7 Item 2. Management's Discussion and Analysis or Plan of Operation........................................................ 7 Item 3. Controls and Procedures ............................................ 9 PART II - OTHER INFORMATION Item 1. Legal Proceedings................................................... 9 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ........10 Item 3. Defaults Upon Senior Securities ....................................10 Item 4. Submission of Matters to a Vote of Security Holders ................10 Item 5. Other Information ..................................................10 Item 6. Exhibits ...........................................................10 2 PHOTOMATICA, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS JULY 31, 2007 (UNAUDITED) BALANCE SHEETS STATEMENTS OF OPERATIONS STATEMENTS OF CASH FLOWS NOTES TO FINANCIAL STATEMENTS 3
PHOTOMATICA, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS July 31, 2007 April 30, 2007 (Unaudited) ============================================================================================================== ASSETS CURRENT ASSETS Cash $ 657 $ 3,345 Prepaid expense - - ______________________________________________________________________________________________________________ 657 3,345 ============================================================================================================== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Due to related party $ - $ - Accounts payable and accrued liabilities 13,578 12,610 ______________________________________________________________________________________________________________ 13,578 12,610 ============================================================================================================== STOCKHOLDERS' EQUITY (DEFICIT) Capital stock Authorized 75,000,000 shares of common stock, $0.001 par value, Issued and outstanding 10,200,000 shares of common stock (April 30, 2006 - 7,000,000) 10,200 10,200 Additional paid-in capital 12,800 12,800 Share subscriptions receivable - - Deficit accumulated during the development stage (35,921) (32,265) ______________________________________________________________________________________________________________ Total Shareholders' deficit (12,921) (9,265) ______________________________________________________________________________________________________________ Total Liabilities and Shareholders' equity $ 657 $ 3,345 ============================================================================================================== The accompanying notes are an integral part of these financial statements.
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PHOTOMATICA, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED) Cumulative from inception February Three months Three months 22, 2006 ended Ended (inception) to July 31, 2007 July 31, 2006 July 31, 2007 =============================================================================================== EXPENSES Office and general $ 668 $ - $ 6,636 Professional fees 2,988 - 29,285 _______________________________________________________________________________________________ NET LOSS $ (3,656) $ - $ (35,921) =============================================================================================== BASIC AND DILUTED LOSS PER SHARE $ 0.00 $ 0.00 ========================================================================= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED 10,200,00 7,575,000 ========================================================================= The accompanying notes are an integral part of these financial statements.
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PHOTOMATICA, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED) Cumulative results from Three months Three months February 22, 2006 ended Ended (inception) to July 31, 2007 July 31, 2006 July 31, 2007 =========================================================================================================== CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (3,656) $ - $ (35,921) Changes in operating assets and liabilities Amounts due to related party - - Pre-paid Expenses - - - Accounts payable and accrued liabilities 968 - 13,578 ___________________________________________________________________________________________________________ NET CASH USED IN OPERATING ACTIVITIES (2,688) - (22,343) ___________________________________________________________________________________________________________ CASH FLOWS FROM FINANCING ACTIVITIES Share Subscription Receivable - 5,500 - Proceeds from issuance of common stock - 9,000 23,000 ___________________________________________________________________________________________________________ NET CASH PROVIDED BY FINANCING ACTIVITIES - 14,500 - ___________________________________________________________________________________________________________ NET INCREASE IN CASH (2,688) 14,500 657 CASH, BEGINNING 3,345 - - ___________________________________________________________________________________________________________ CASH, ENDING $ 657 $ 14,500 $ 657 =========================================================================================================== Supplemental cash flow information: Cash paid for: Interest $ - $ - $ - =========================================================================================================== Income taxes $ - $ - $ - =========================================================================================================== The accompanying notes are an integral part of these financial statements.
6 PHOTOMATICA, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS JULY 31, 2007 (UNAUDITED) ================================================================================ NOTE 1 - BASIS OF PRESENTATION ________________________________________________________________________________ UNAUDITED INTERIM FINANCIAL STATEMENTS The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended April 30, 2007 included in the Company's Form 10K-SB filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10K-SB In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended July 31, 2007 are not necessarily indicative of the results that may be expected for the year ending April 30, 2008. ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Overview Photomatica, Inc. ("Photomatica," "the company," or "we,") is a development stage company incorporated on February 22, 2006 to enter into the stock photographic image sales industry with proprietary online digital image transaction software. The company has established a website branded "Photomatica" (www.photomatica.com) where digital image transaction software will be available for use by photographers and potential customers. The company intends to provide low cost, original photographic content to both low end and high end users of stock photographic images, such as newsletter and magazine publishers and website designers. The Company did not generate any revenue during the quarter ended July 31, 2007. Plan of Operation We anticipate that our current cash and cash equivalents and cash generated from operations, if any, will insufficient to satisfy our liquidity requirements for at least the next 12 months. We will require additional funds prior to such time and the Company will seek to sell additional capital through private equity placements, debt securities or seek alternative sources of financing. If the we are unable to obtain this additional financing, we may be required to reduce the scope of our business plan, which could harm our business, financial condition and operating results. In addition, we may also require additional funds to accomplish a more rapid expansion, to develop new or enhanced services or 7 products or to invest in complementary businesses, technologies, services or products. Additional funding to meet our requirements may not be available on favourable terms, if at all. During the next twelve months we plan to continue to define our business plan, develop our website store and acquire and make available a portfolio of images for distribution. We will also determine what staffing and technology resources we will require to maintain and grow our business. The Company is focused on developing our business model and marketing strategy. We now plan to begin preparing plans for identifying and soliciting photographers that may be interested in posting their images with Photomatica, refining our marketing strategy and determining when to implement that strategy. Our plan is to start the staged procurement of online image processing and e-commerce transaction software within the next twelve months and enhance our services as feasible. During the first stage of software procurement, we expect to contract with programmer's to develop free shareware applications that will enable our photographers to catalogue their own work and upload it to their own websites. Concurrently with this activity we will be sourcing and procuring an image upload and cataloguing system. We expect that we will spend approximately $8,000 on this activity. When the upload and cataloguing systems are functional we plan to begin marketing our service to professional photographers and invite them to join the new system. We will also encourage amateur photographers to join the system and add their cataloged images to the network as well. In order to market our services to both the professional and amateur photographer community we plan to place advertisements in photo magazines and attend various photographic trade shows to make direct contact with potential customers. We also intend to undertake direct marketing efforts aimed toward the users of digital images. We plan to advertise in magazines, journals and business publications and other media that cater to the public relations and advertising industries. We anticipate that the total cost of marketing and advertising will be $35,000. As the number of users expands we will continue to enhance the Client, Transaction and Administration modules of our program and add other functionality as we are able to do so. We expect that we will have the complete system operable within 12 months. We do not expect to purchase or sell plant or significant equipment in the next twelve months. Management does expect significant changes in the number of employees. Our sole officer and director will be responsible for the initial product sourcing and we will hire an independent consultant to build our website site. We also intend to hire sales representatives initially on a commission only basis so as to keep administrative overhead to a minimum. Off Balance Sheet Arrangements. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation 8 arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets. As of the date of this Quarterly Report, the current funds available to the Company will not be sufficient to continue operations. The cost to establish the Company and begin operations is estimated to be approximately $38,000 over the next twelve months and the cost of maintaining our reporting status is estimated to be $12,000 over this same period. The officer and director, Mr. Kardos has undertaken to provide the Company with initial operating capital to sustain our 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 this agreement. Management believes that if the Company cannot raise sufficient revenues or maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety. 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. CONTROLS AND PROCEDURES Based on their most recent evaluation, which was completed within 90 days of the filing of this Form 10-QSB, the Company's Chief Executive Officer and Principal Financial Officer believe the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information required to be disclosed by the Company in this report is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no significant changes in the Company's internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses. 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 Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation. 9 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. 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 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 ** * Included in Exhibit 31.1 ** Included in Exhibit 32.1 10 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. PHOTOMATICA, INC. By: /s/ ALAIN KARDOS ____________________________________________________________ Alain Kardos President, Secretary Treasurer, Principal Executive Officer, Principal Financial Officer and sole Director Dated: September 11, 2007 11 EX-31 2 ex31-1.txt EXHIBIT 31.1 Exhibit 31.1 CERTIFICATIONS I, Alain Kardos, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of Photomatica, Inc. 2. Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Quarterly Report (the "Evaluation Date"); and c) presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this Quarterly Report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ ALAIN KARDOS ____________________________________________________________ Alain Kardos President, Secretary Treasurer, Principal Executive Officer, Principal Financial Officer and sole Director Date: September 11, 2007 EX-32 3 ex32-1.txt EXHIBIT 32.1 Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-QSB for the three-month period ending July 31, 2007 of Photomatica, Inc., a Nevada corporation (the "Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), I, Alain Kardos, Chairman, President and Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Quarterly Report fully complies with the requirements of Section 13(a) or15(d) of the Securities and Exchange Act of 1934, as amended; and 2. The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company. /s/ ALAIN KARDOS ____________________________________________________________ Alain Kardos President, Secretary Treasurer, Principal Executive Officer, Principal Financial Officer and Sole Director Date: September 11, 2007 -----END PRIVACY-ENHANCED MESSAGE-----