U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _________
Commission File No. 333-163342
PROMAP CORPORATION
(Name of registrant in its charter)
Colorado |
| 20-8096131 |
(State or other jurisdiction of incorporation or formation) |
| (I.R.S. employer identification number) |
6855 South Havana Street, Suite 400, Centennial, Colorado 80112
(Address of principal executive offices)
(720) 990-0510
(Registrants telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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.
x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. On November 4, 2011, there were 9,724,000 shares of Common Stock issued and outstanding.
PROMAP CORPORATION
FORM 10-Q
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION |
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Item 1. | Financial Statements |
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| Balance sheets |
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| Statements of operations (unaudited) |
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| Statements of cash flows (unaudited) |
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| Notes to unaudited consolidated financial statements |
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Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
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Item 4. | Controls and Procedures |
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PART II. OTHER INFORMATION |
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Item 1. | Legal Proceedings |
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Item 1A. | Risk Factors |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. | Defaults Upon Senior Securities |
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Item 4. | (Removed and Reserved) |
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Item 5. | Other Information |
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Item 6. | Exhibits |
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| Signatures |
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PART IFINANCIAL INFORMATION
Item 1. | Financial Statements. |
PROMAP CORPORATION | ||
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| Dec. 31, 2010 | Sept. 30, 2011 (Unaudited) |
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ASSETS |
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Current Assets: |
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Cash | $15,361 | $54,113 |
Accounts receivable-related party-net allowance for doubtful accounts | 23,512 | 39,120 |
Total Current Assets | 38,873 | 93,233 |
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Total Assets | $38,873 | $93,233 |
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LIABILITIES & STOCKHOLDERS EQUITY |
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Current Liabilities: |
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Accrued payables | $ 100 | $ 452 |
Income tax payable | 1,318 | 1,318 |
Total current liabilities | 1,418 | 1,770 |
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Total Liabilities | 1,418 | 1,770 |
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Stockholders' Equity: |
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Preferred stock, no par value; 5,000,000 shares authorized, no shares issued and outstanding | - | - |
Common stock, no par value; 100,000,000 shares authorized; 9,500,000 (2010) and 9,724,200 (2011) shares issued and outstanding | 20,000 | 76,050 |
Additional paid in capital | 24,000 | 24,000 |
Retained earnings | -6,545 | -8,587 |
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Total Stockholders' Equity | 37,455 | 91,463 |
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Total Liabilities and Stockholders' Equity | $38,873 | $93,233 |
The accompanying notes are an integral part of the financial statements.
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PROMAP CORPORATION | ||||
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| Three Months Ended Sept. 30, 2010 | Three Months Ended Sept. 30, 2011 | Nine Months Ended Sept. 30, 2010 | Nine Months Ended Sept. 30, 2011 |
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Revenue: |
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Sales (net of returns) - related party | 30,886 | 20,931 | 57,334 | 53,172 |
Cost of goods sold | 0 | 231 | 0 | 539 |
Gross profit | 30,886 | 20,700 | 57,334 | 52,633 |
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Operating expenses: |
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General and administrative | 28,474 | 28,283 | 40,438 | 54,786 |
Total operating expenses | 28,474 | 28,283 | 40,438 | 54,786 |
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Income (loss) from operations | 2,412 | -7,583 | 16,896 | -2,153 |
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Other income (expense): |
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Interest income | 5 | 36 | 16 | 96 |
Other income | - | - | - | 15 |
Total other income (expense) | 5 | 36 | 16 | 111 |
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Income (loss) before provision for income taxes | 2,417 | -7,547 | 16,912 | -2,042 |
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Provision for income tax | 783 | - | 4,282 | - |
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Net income (loss) | 1,634 | -7,547 | 12,630 | -2,042 |
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Net income (loss) per share (basic and fully diluted) | 0.00 | -0.00 | 0.00 | -0.00 |
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Weighted average number of common shares outstanding | 9,500,000 | 9,724,200 | 9,500,000 | 9,699,289 |
The accompanying notes are an integral part of the financial statements.
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PROMAP CORPORATION | ||
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| Nine Months Ended Sept. 30, 2010 | Nine Months Ended Sept. 30, 2011 |
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Cash flows from operating activities: |
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Net income (loss) | $ 12,630 | $ -2,042 |
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Adjustments to reconcile net loss to net cash provided by (used for) operating activities: |
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Donated services | 4,500 | - |
Accounts receivable-related party-net | -29,742 | -15,608 |
Accrued payables | 4,485 | 352 |
Net cash provided by (used for) operating activities | -8,127 | -17,298 |
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Cash flows from investing activities: |
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Net cash provided by (used for) investing activities | - | - |
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Cash flows from financing activities: |
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Sales of common stock | - | 56,050 |
Net cash provided by (used for) financing activities | - | 56,050 |
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Net increase (decrease) in cash | -8,127 | 38,752 |
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Cash at the beginning of the period | 28,131 | 15,361 |
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Cash at the end of the period | $ 20,004 | $ 54,113 |
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Schedule of non-cash and financing activities: |
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None | $ - | $ - |
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Supplemental disclosure: |
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Cash paid for interest | $ - | $ - |
Cash paid for income taxes | $ - | $ - |
Item 2. |
| Managements Discussion and Analysis of Financial Condition and Results of Operations. |
The following discussion and analysis should be read in conjunction with the Financial Statements (unaudited) and Notes to Financial Statements (unaudited) filed herein.
BUSINESS OVERVIEW
Promap Corporation was incorporated in the State of Colorado on November 12, 1987. We are an independent GIS and custom draft energy mapping company for the oil and gas industry in the United States and Canada. We provide hard copy and digital format oil and gas production maps which cover various geologic basins in numerous areas including: Denver Basin, Powder River Basin, Michigan Basin, Williston Basin, Arkoma Basin, Illinois Basin, Cincinnati Arch, Uintah - Piceance Basins and The Nevada Basin. We also provide maps of the North American Coal Basin and Coal Bed Methane Activity and North American Devonian - Mississippian Shale Map with detailed pipeline locations.
RESULTS OF OPERATION FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2010.
Revenues for the three months ended September 30, 2011 were $20,931 as compared to the revenues of $30,886 for the three months ended September 30, 2010. The revenues decreased 32% due to the decrease in oil and gas drilling activity of the Companys clients.
The only operating expenses during these periods consisted of general and administrative expenses which were $28,283 in the three months ended September 30, 2011 as compared to $28,474 for the three months ended September 30, 2010.
The net loss for the three months ended September 30, 2011 was $(7,583) as compared to a net income of $2,412 for the three months ended September 30, 2010. The primary reason for the net loss was the 32% decrease in sales.
RESULTS OF OPERATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2010.
Revenues for the nine months ended September 30, 2011 were $53,172 as compared to the revenues of $57,334 for the nine months ended September 30, 2010. The revenues decreased 7% primarily due to the reduction in sales during the three months ended September 30, 2011.
The only operating expenses during these periods consisted of general and administrative expenses which were $54,786 in the nine months ended September 30, 2011 as compared to $40,438 for the nine months ended September 30, 2010. The $14,348 increase was due to one time legal and accounting expenses related to the initial public offering.
The net loss for the nine months ended September 30, 2011 was $2,042 as compared to a net income of $12,630 for the nine months ended September 30, 2010. The reason for the $14,672 reduction in net income was primarily due to the one time legal and accounting expenses related to the initial public offering.
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LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2011, we had $91,463 of working capital compared to $37,455 of working capital as of December 31, 2010.
Net cash used for operating activities during the nine months ended September 30, 2011 was $17,298 as compared to net cash used for operating activities in the nine months ended September 30, 2010 of $8,127. The primary reason for the reduction in this item was that the Company had a net loss of $(2,042) for the nine months ended September 30, 2011 compared to a net income of $12,630 during the comparable period in 2010.
Net cash provided by financing activities during the nine months ended September 30, 2011 was $56,050 as compared to no cash provided by or used for financing activities in the nine months ended September 30, 2010. The $56,050 represents the proceeds from the Companys initial public offering.
CONTRACTUAL OBLIGATIONS
None.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements (as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Not applicable.
Item 4. | Controls and Procedures. |
(a) Evaluation of Disclosure Controls and Procedures.
Our Chief Executive Officer and Principal Financial Officer have evaluated the effectiveness of the design and operations of our disclosure controls and procedures as of the end of the period covered by this quarterly report, and have concluded that our disclosure controls and procedures are adequate.
(b) Changes in Internal Control over Financial Reporting.
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II OTHER INFORMATION
Item 1. | Legal Proceedings. |
None.
Item 1A. | Risk Factors. |
Not applicable.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
We received a total of $56,050 in gross proceeds from the sale of 224,200 shares of common stock in our initial public offering which was closed on January 21, 2011. The effective date of the registration statement for our initial public offering was September 25, 2010, and the SEC file number was 333-163342. The offering terminated on January 21, 2011, which was the end of the offering period, and 575,800 shares which were registered for sale by the Company were not sold.
From the effective date of the registration statement (June 25, 2010) through March 15, 2011 we incurred and paid approximately $12,239 in expenses in connection with the offering. There were no payments made to officers or directors of the Company or to affiliates of the Company. The net offering proceeds after deducting the above expenses was $43,811. Since the offering was closed, the only other expenditure from the offering proceeds through September 30, 2011was the payment of $4,000 to the Companys auditor in connection with the audit for the fiscal year ended December 31, 2010. The remaining funds were placed in an interest bearing savings account.
The registration statement also registered 1,500,000 shares of common stock to be offered by selling shareholders. The selling shareholders have not started offering any of their shares for sale.
Item 3. | Defaults Upon Senior Securities. |
Not applicable.
Item 4. | (Removed and Reserved) |
Item 5. | Other Information. |
Not applicable.
Item 6. | Exhibits. |
(a) Exhibits required by Item 601 of Regulation S-K.
Exhibit |
| Description |
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31.1 |
| Certification of CEO and Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) - Filed herewith electronically |
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31.2 |
| Certification of CFO and Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) - Filed herewith electronically |
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32.1 |
| Certification of CEO and Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically |
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32.2 |
| Certification of CFO and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| PROMAP CORPORATION |
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Date: November 1, 2011 | By: | /s/ Steven A. Tedesco |
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| Steven A. Tedesco, President and CEO (Principal Executive Officer) |
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Date: November 1, 2011 | By: | /s/ Robert W. Carington, Jr. |
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| Robert W. Carington, Jr., CFO (Principal Financial Officer and Principal Accounting Officer) |
11
Exhibit 31.1
SECTION 302 CERTIFICATION
I, Steven A. Tedesco, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Promap Corporation;
2.
Based on my knowledge, this 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 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 of the registrant as of, and for, the periods presented in this 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
(a)
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the registrant, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 1, 2011
/s/ Steven A. Tedesco
Steven A. Tedesco
Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
SECTION 302 CERTIFICATION
I, Robert W. Carington, Jr., certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Promap Corporation;
2.
Based on my knowledge, this 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 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 of the registrant as of, and for, the periods presented in this 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
(a)
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the registrant, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 1, 2011
/s/ Robert W. Carington, Jr.
Robert W. Carington, Jr.
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Exhibit 32.1
CERTIFICATION OF CEO PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Form 10-Q of Promap Corporation, a company duly formed under the laws of Colorado (the "Company"), for the quarter ended September 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Steven A. Tedesco, President (Chief Executive Officer) of the Company, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 1, 2011
/s/ Steven A. Tedesco
Steven A. Tedesco
Chief Executive Officer
(Principal Executive Officer)
This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided to Promap Corporation and will be retained by Promap Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION OF CFO PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Form 10-Q of Promap Corporation, a company duly formed under the laws of Colorado (the "Company"), for the quarter ended September 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Robert W. Carington, Jr., Chief Financial Officer of the Company, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 1, 2011
/s/ Robert W. Carington
Robert W. Carington, Jr.
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided to Promap Corporation and will be retained by Promap Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
PROMAP CORPORATION - Statement of Financial Position - Parenthetical (USD $) | Sep. 30, 2011 | Dec. 31, 2010 |
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Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value | $ 0 | $ 0 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 9,724,200 | 9,500,000 |
Common Stock, Shares Outstanding | 9,724,200 | 9,500,000 |
PROMAP CORPORATION - STATEMENT OF OPERATIONS (UNAUDITED) (USD $) | 3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2011 | Sep. 30, 2010 | |
Sales (net of returns) - related party | $ 20,931 | $ 30,886 | $ 53,172 | $ 57,334 |
Cost of goods sold | 231 | 539 | ||
Gross profit | 20,700 | 30,886 | 52,633 | 57,334 |
Operating expenses | ||||
General and administrative | 28,283 | 28,474 | 54,786 | 40,438 |
Income (loss) from operations | (7,583) | 2,412 | (2,153) | 16,896 |
Interest income | 36 | 5 | 96 | 16 |
Other income | 15 | |||
Total other income (expense) | 36 | 5 | 111 | 16 |
Income (loss) before provision for income taxes | (7,547) | 2,417 | (2,042) | 16,912 |
Provision for income tax | 783 | 4,282 | ||
Net income (loss) | $ (7,547) | $ 1,634 | $ (2,042) | $ 12,630 |
Net income (loss) per share (basic and fully diluted) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding | 9,724,200 | 9,500,000 | 9,699,289 | 9,500,000 |
Document and Entity Information (USD $) | 3 Months Ended | |
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Sep. 30, 2011 | Nov. 04, 2011 | |
Document and Entity Information | ||
Entity Registrant Name | Promap Corporation | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2011 | |
Amendment Flag | false | |
Entity Central Index Key | 0001477009 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 9,724,200 | |
Entity Public Float | $ 100,000,000 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2011 | |
Document Fiscal Period Focus | Q3 |
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Organization, Consolidation and Presentation of Financial Statements | 3 Months Ended |
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Sep. 30, 2011 | |
Organization, Consolidation and Presentation of Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Promap Corporation (the Company), was incorporated in the State of Colorado on November 12, 1989. The Company sells oil and gas maps to oil and gas industry businesses.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Accounts receivable
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.
Property and equipment
Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life.
Revenue recognition
Revenue is recognized on an accrual basis as earned under contract terms. Specifically, revenue from product sales is recognized subsequent to a customer ordering a product at an agreed upon price, delivery has occurred, and collectability is reasonably assured.
Income tax
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.
Financial Instruments
The carrying value of the Companys financial instruments, as reported in the accompanying balance sheets, approximates fair value.
Long-Lived Assets
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.
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M;>HW%7J3T'TJ?2D@HUTU?3^'^<8J!%GJ,64:3Y!\9X9 Months Ended Cash Flows From Operating Activities Net Income (Loss) $ (2,042) $ 12,630 Adjustments to Reconcile Net Loss to Cash Provided by (Used for) Operating Activities: Accounts receivable - related party (15,608) (29,742) Accrued payables 352 4,485 Net Cash Provided by (Used for) Operating Activities (17,298) (8,127) Cash Flows From Financing Activities Sales of Common Stock 56,050 Net Cash Provided by (Used for) Financing Activities 56,050 Net Incresae (Decrease) in Cash 38,752 (8,127) Cash and Cash Equivalents, at Carrying Value, Beginning Balance 15,361 28,131 Cash and Cash Equivalents, at Carrying Value, Ending Balance $ 54,113 $ 20,004 Current Assets Cash $ 54,113 $ 15,361 Accounts receivable - related party net for doubtful accounts 39,120 23,512 Total Current Assets 93,233 38,873 Total Assets 93,233 38,873 Current Liabilities Accrued payables current 452 100 Income tax payable 1,318 1,318 Total Current Liabilities 1,770 1,418 Stockholders' Equity Preferred Stock, no par value [1] [1] Common Stock, no par value 76,050 [2] 20,000 [3] Additional paid in capital 24,000 24,000 Retained earnings (8,587) (6,545) Total Stockholders' Equity 91,463 37,455 Liabilities and Stockholders' Equity $ 93,233 $ 38,873 [1] 5,000,000 shares authorized, no shares issued and outstanding. [2] 100,000,000 shares authorized, 9,724,200 shares issued and outstanding. [3] 100,000,000 shares authorized, 9,500,000 shares issued and outstanding