DELAWARE
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27-1994359
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S Employer Identification No.)
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3285 Blazer Parkway, Suite 200
Lexington, Kentucky, 40509
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(Address of principal executive offices)
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Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company x |
Item 1.
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Financial Statements
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1 |
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Result of Operations
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2 |
Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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8
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Item 4
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Controls and Procedures
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8 |
Item 1
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Legal Proceedings
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8 |
Item 1A
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Risk Factors
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8 |
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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9 |
Item 3.
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Defaults Upon Senior Securities
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9 |
Item 4.
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(Removed and Reserved)
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9 |
Item 5.
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Other Information
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9 |
Item 6.
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Exhibits
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9 |
Index
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Unaudited Balance Sheets as of September 30, 2011 and December 31, 2010 .
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F-1 |
Unaudited Statements of Operations for the Three and Nine Month Periods Ended September 30, 2011 and 2010
And the Period From September 15, 2009 (inception) through September 30, 2011
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F-2
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Unaudited Statements of Cash Flows for the Nine Month Periods Ended September 30, 2011 and 2010
And the Period From September 15, 2009 (inception) through September 30, 2011
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F-3 |
Notes to the Financial Statements |
F-4 – F-7
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RPM DENTAL, INC.
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||||||||
CONSOLIDATED BALANCE SHEETS
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||||||||
AS OF SEPTEMBER 30, 2011 AND DECEMBER 31, 2010
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(DEVELOPMENT STAGE COMPANY)
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September 30, 2011
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December 31, 2010
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(unaudited)
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ASSETS
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CURRENT ASSETS
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||||||||
Cash
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$ | 6,384 | $ | 16,542 | ||||
Total current assets
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6,384 | 16,542 | ||||||
TOTAL ASSETS
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$ | 6,384 | $ | 16,542 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
CURRENT LIABILITIES
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||||||||
Accrued liabilities
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$ | - | $ | - | ||||
Total current liabilities
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- | - | ||||||
STOCKHOLDERS' EQUITY
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||||||||
Preferred stock, $0.000001 par value, 5,000,000 shares authorized,
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||||||||
none issued and outstanding
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- | - | ||||||
Common stock, $0.000001 par value, 95,000,000 shares authorized, 5,525,000 shares
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||||||||
issued and outstanding at September 30, 2011 and December 31, 2010, respectively
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6 | 6 | ||||||
Additional paid in capital
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80,494 | 80,494 | ||||||
Accumulated deficit during development stage
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(74,116 | ) | (63,958 | ) | ||||
Total stockholders' equity
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6,384 | 16,542 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 6,384 | $ | 16,542 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
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RPM DENTAL, INC.
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STATEMENTS OF OPERATIONS
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FOR THE THREE AND NINE MONTHS ENDING SEPTEMBER 30, 2011 AND 2010, AND
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THE PERIOD FROM SEPTEMBER 15, 2009 (INCEPTION) THROUGH SEPTEMBER 30, 2011
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(DEVELOPMENT STAGE COMPANY)
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||||||||||||||||||||
(UNAUDITED)
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||||||||||||||||||||
DEVELOPMENT STAGE
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||||||||||||||||||||
NINE MONTHS
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THREE MONTHS
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SEPTEMBER 15, 2009
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||||||||||||||||||
ENDING
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ENDING
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THROUGH
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||||||||||||||||||
SEPTEMBER 30, 2011
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SEPTEMBER 30, 2010
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SEPTEMBER 30, 2011
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SEPTEMBER 30, 2010
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SEPTEMBER 30, 2011
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||||||||||||||||
REVENUE
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$ | 344 | $ | 6,750 | $ | 344 | $ | 1,000 | $ | 15,844 | ||||||||||
COST OF REVENUE
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- | 5,019 | - | 1,578 | 7,879 | |||||||||||||||
OPERATING EXPENSES
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||||||||||||||||||||
Professional fees
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10,075 | 18,875 | - | 14,800 | 31,750 | |||||||||||||||
General and administrative
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427 | 8,646 | 207 | 1,334 | 50,331 | |||||||||||||||
Total operating expenses
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10,502 | 27,521 | 207 | 16,134 | 82,081 | |||||||||||||||
NET INCOME (LOSS)
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(10,158 | ) | (25,790 | ) | 137 | (16,712 | ) | (74,116 | ) | |||||||||||
BASIC AND DILUTED EARNINGS PER SHARE
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$ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
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5,525,000 | 4,100,549 | 5,525,000 | 4,298,370 | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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DEVELOPMENT STAGE
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||||||||||||
NINE MONTHS
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SEPTEMBER 15, 2009
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ENDING
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THROUGH
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SEPTEMBER 30, 2011
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SEPTEMBER 30, 2010
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SEPTEMBER 30, 2011
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net income (loss) from continuing operations
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$ | (10,158 | ) | $ | (25,790 | ) | $ | (74,116 | ) | |||
Change in assets and liabilities
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||||||||||||
(Increase) / Decrease in accounts receivable
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- | (1,750 | ) | - | ||||||||
Increase / (Decrease) in accrued liabilities
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- | (4,175 | ) | - | ||||||||
Net cash used in operating activities
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(10,158 | ) | (31,715 | ) | (74,116 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
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||||||||||||
Issuance of stock
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- | 30,500 | 30,500 | |||||||||
Capital contribution
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- | 10,000 | 50,000 | |||||||||
Net cash provided by financing activities
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- | 40,500 | 80,500 | |||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
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(10,158 | ) | 8,785 | 6,384 | ||||||||
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CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
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16,542 | 8,686 | - | |||||||||
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CASH AND CASH EQUIVALENTS - END OF PERIOD
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$ | 6,384 | $ | 17,471 | $ | 6,384 | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION
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||||||||||||
Interest paid
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$ | - | $ | - | $ | - | ||||||
Income taxes paid
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$ | - | $ | - | $ | - | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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September 30, 2011 | December 31, 2010 | |||||||
Net operating loss carryforwards | $ | (25,199 | ) | $ | (21,746 | ) | ||
Valuation allowance | 25,199 | 21,746 | ||||||
Net deferred tax asset | $ | - | $ | - |
·
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Legal procedures including but not limited to filing papers of incorporation and SEC compliance.
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·
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Obtaining all necessary licenses and permits
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·
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Website development: finalize branding
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·
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Establishing key people and points of contact
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·
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Purchase of materials: office hardware, software
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·
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Start date for marketing activities
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·
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Opening date for business
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·
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Open bank accounts and credit/debit Merchant, PayPal, and dental payment systems.
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·
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Further business permits or licenses may not be required, but due diligence must be done.
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·
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Establish workflow turnaround time for placing and receiving inquiries and orders from users; ensuring all linkages are fluid.
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·
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Test and finalize methods of user interaction.
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·
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Test and finalize implementation of branding with website.
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·
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Decide initial marketing channels and strategy.
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For the three months ended September 30,
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2011
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2010
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|||||||
Revenue
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$
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344
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1,000
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|||||
Cost of Revenue
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-
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1,578
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Operating Expenses
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General and Administrative
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207
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1,334
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Professional Fees
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-
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14,800
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Total Operating Expenses
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207
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16,134
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Net Income (Loss)
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$
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137
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(16,712)
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Net Loss Per Share - Basic and Diluted
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$
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(0.00
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)
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(0.00
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)
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|||
Weighted average number of shares outstanding
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||||||||
during the year Basic and Diluted
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5,525,000
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4,298,370
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For the nine months ended September 30,
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2011
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2010
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Revenue
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$
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344
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6,750
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|||||
Cost of Revenue
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-
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5,019
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||||||
Operating Expenses
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General and Administrative
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427
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8,646
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Professional Fees
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10,075
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18,875
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Total Operating Expenses
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10,502
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27,521
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Net Income (Loss)
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$
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(10,158)
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(25,790)
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|||||
Net Loss Per Share - Basic and Diluted
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$
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(0.00
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)
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(0.01
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)
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Weighted average number of shares outstanding
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during the year Basic and Diluted
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5,525,000
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4,100,549
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Exhibit No.
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Description
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10.1*
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Form of Product Purchase Agreement with Pearson Justice Dental dated July 19, 2011.
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15(d)-14(a)).
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32.1
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Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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RPM DENTAL, INC.
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Date: November 9, 2011
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By:
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/s/ Josh Morita
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Josh Morita
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Chairman of the Board of Directors,
Chief Executive Officer,
Principal Accounting Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of RPM Dental, Inc.;
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2.
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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;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this 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 present in this report;
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4.
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The registrant’s other certifying officer(s) 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 Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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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, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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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 principals;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our 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
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(d)
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Disclosed in this report any change in the registrant’s internal control over financing 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
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5.
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The registrant’s other certifying officer(s) 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):
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(a)
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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
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(b)
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Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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By:
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/s/ Josh Morita
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Name:
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Joshua Morita
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Title:
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President, Chief Executive Officer,
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(Principal Executive Officer & Principal Financial Officer)
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and result of operations of RPM Dental, Inc.
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By:
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/s/ Josh Morita
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Name:
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Joshua Morita
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Title:
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President, and Chief Executive Officer
(Principal Executive Officer & Principal Financial Officer)
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Consolidated Balance Sheets Parenthetical (USD $) | Sep. 30, 2011 | Dec. 31, 2010 |
---|---|---|
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
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 | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, shares issued | 5,525,000 | 5,525,000 |
Common stock, shares outstanding | 5,525,000 | 5,525,000 |
Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 21 Months Ended | ||
---|---|---|---|---|---|
Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2011 | |
REVENUE | $ 344 | $ 1,000 | $ 344 | $ 6,750 | $ 15,844 |
COST OF REVENUE | 0 | 1,578 | 0 | 5,019 | 7,879 |
OPERATING EXPENSES | |||||
Professional fees | 0 | 14,800 | 10,075 | 18,875 | 31,750 |
General and administrative | 207 | 1,334 | 427 | 8,646 | 50,331 |
Total operating expenses | 207 | 16,134 | 10,502 | 27,521 | 82,081 |
NET INCOME (LOSS) | $ 137 | $ (16,712) | $ (10,158) | $ (25,790) | $ (74,116) |
BASIC AND DILUTED EARNINGS PER SHARE | $ 0 | $ 0 | $ 0 | $ (0.01) | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 5,525,000 | 4,298,370 | 5,525,000 | 4,100,549 |
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Document and Entity Information | 9 Months Ended | |
---|---|---|
Sep. 30, 2011 | Nov. 07, 2011 | |
Document and Entity Information [Abstract] | ||
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Sep. 30, 2011 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Registrant Name | RPM Dental, Inc. | |
Entity Central Index Key | 0001487091 | |
Entity Common Stock, Shares Outstanding | 5,525,000 | |
Document Fiscal Year Focus | 2011 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q |
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Common Stock | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Common Stock [Abstract] | |
Common Stock [Text Block] | NOTE 3 - COMMON STOCK
RPM Systems issued 4,000,000 shares of common stock (founder’s shares) to the President and Director of the Company.
In September of 2010, the Company issued 1,525,000 shares of common stock as a result of a private placement for $30,500 cash.
|
Summary of Significant Accounting Policies | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
RPM Dental, Inc serves dental and other medical professionals with turn-key marketing solutions to generate referrals from existing clients and new business from the general public. Utilizing web 2.0 technologies we offer cost-effective outsourced marketing solutions to medical professionals.
RPM Systems, LLC was formed on September 15, 2009, under the laws of the Commonwealth of Kentucky. RPM Dental, Inc. was incorporated on February 25, 2010, under the laws of the State of Delaware, as a development stage company. The Company intends to commence operations as a referral marketing solutions company. On March 23, 2010 RPM Dental, Inc. acquired RPM Systems, LLC, a Kentucky limited liability corporation.
BASIS OF PRESENATATION
The Company follows accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.
REVENUE RECOGNITION
Revenue is recognized when it is realized or realizable and earned. RPM Systems considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, the seller’s price to the buyer is fixed or determinable, and collectability is reasonably assured. RPM charges a onetime, non refundable $1,500 “setup fee” for each new customer entering into an arrangement to provide marketing solutions services and is recognized when received . Our customers may choose to pay the non-refundable “setup fee” to us for: (i) the compiling of each customer’s clientele into a single, separate organized database, (ii) the creation of logos and pictures for the customer’s monthly newsletter, and (iii) the uploading of the pictures and logos created by us into the email template we construct for purposes of distributing the customer’s monthly newsletter. The one-time setup fee has stand alone value because our customers may prepare and distribute the monthly newsletter internally, utilizing the templates and database we have created for them. Alternatively, our customers may have us prepare and distribute their monthly newsletter in exchange for a monthly subscription fee.
In accordance with Securities and Exchange Commission Release No. SAB 104, Section f. entitled “non-refundable upfront fees”, the one-time non refundable setup fee has stand alone value because the terms, conditions, and amounts of these fees are not negotiated in conjunction with the pricing of all of the elements of the Company’s arrangement. Further, the customer would not ascribe a significantly lower, or perhaps no, value to elements ostensibly associated with the up-front fee in the absence of the registrant’s performance of other contract elements. Here, the purchaser has its database compiled, logos and pictures created, and an e-mail template designed for its own use. The purchaser enters into no contractual arrangement with the Company and is not obligated to continue working with the Company after the setup fee is paid. The purchaser may use the product and services in connection with the setup fee on its own or hire a third party. As a result, the right, product and service conveyed in conjunction with the nonrefundable fee has utility to the purchaser separate and independent of the Company’s performance of the other products and services the Company provides. Therefore, in the absence of the Company’s continuing involvement under the arrangement, the customer still benefits from the set up services we can provide to them.
In addition, the terms of the arrangement require the customer to pay a monthly $250 “maintenance fee” that is adequate to cover the costs for the RPM e-mail newsletter service. This is a service that sends out newsletters to the customer’s clients. The monthly maintenance fees are recognized when received after the customer has agreed to the terms (including the cost), and when the customer’s clients have received the newsletter. Customers do not sign contracts and are charged on a month-to-month basis. None of our services are refundable, but can be cancelled at any time by the customer. Any additional fees charged to customers would
relate to additional advertising services provided through the internet. These services also would be charged on a month-to-month basis. These criteria are assumed to have been met if a customer orders the advertising service, agrees to the price, the advertising service has been provided to the client, and RPM reasonably expects payment. There was no revenue from advertising services as of September 30, 2011. There was no deferred revenue as of September 30, 2011 or 2010.
RPM started a dental distribution service and has a contract with Pearson Justice Dental where RPM Dental acts as an agent purchasing supplies with no mark-up. In accordance with ASC-605-45-45, the Company is not recognizing income from the sale of the supplies to Pearson Justice nor the expense of the supplies sold to Pearson Justice.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the 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
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of September 30, 2011 and December 31, 2010, there were no cash equivalents.
DEVELOPMENT STAGE COMPANY
The Company complies with FASB guidelines for its characterization of the Company as development stage.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial instruments, including cash, receivables, accounts payable, and notes payable are carried at amounts which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest which are consistent with market rates. No adjustments have been made in the current period.
INCOME TAXES
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
BASIC AND DILUTED NET LOSS PER COMMON SHARE
Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and
diluted loss per share is the same due to the anti dilutive nature of potential common stock equivalents. RPM Systems had no common stock equivalents outstanding at September 30, 2011. For the Three and Nine Month periods ending September 30, 2011, there were 5,525,000 weighted average number of shares outstanding and the loss per share, both basic and diluted, was $0.00.
The Company did not grant any stock options or warrants during the period ended September 30, 2011.
FINANCIAL INTRUMENTS
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
RECENT ACCOUNTING PRONOUNCEMENTS
In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after September 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.
In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.
In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.
In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.
In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.
In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.
In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue
recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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Income Taxes | 9 Months Ended | ||||||||||||||||||||||||||||||||||||
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Sep. 30, 2011 | |||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Text Block] | NOTE 4 – INCOME TAXES
The Company has tax losses which may be applied against future taxable income. The potential tax benefits arising from these loss carryforwards expire beginning in 2030 and are offset by a valuation allowance due to the uncertainty of profitable operations in the future. The net operating loss carryforward was $74,116 and $63,958 at September 30, 2011 and December 31, 2010, respectively. The significant components of the deferred tax asset as of September 30, 2011 and December 31, 2010 are as follows:
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Subsequent Events | 9 Months Ended |
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Sep. 30, 2011 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 7 – SUBSEQUENT EVENTS
Subsequent events have been evaluated through the date the financial statements were issued.
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Consolidated Statements of Cash Flow (USD $) | 9 Months Ended | 21 Months Ended | |
---|---|---|---|
Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2011 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
NET INCOME (LOSS) | $ (10,158) | $ (25,790) | $ (74,116) |
Change in assets and liabilities | |||
(Increase) / Decrease in accounts receivable | 0 | (1,750) | 0 |
Increase / (Decrease) in accrued liabilities | 0 | (4,175) | 0 |
Net cash used in operating activities | (10,158) | (31,715) | (74,116) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Issuance of stock | 0 | 30,500 | 30,500 |
Capital contribution | 0 | 10,000 | 50,000 |
Net cash provided by financing activities | 0 | 40,500 | 80,500 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (10,158) | 8,785 | 6,384 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 16,542 | 8,686 | 0 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 6,384 | 17,471 | 6,384 |
SUPPLEMENTAL CASH FLOW INFORMATION | |||
Interest paid | 0 | 0 | 0 |
Income taxes paid | $ 0 | $ 0 | $ 0 |
Going Concern | 9 Months Ended |
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Sep. 30, 2011 | |
Going Concern [Abstract] | |
Disclosure Of Going Concern [Text Block] | NOTE 2 - GOING CONCERN
RPM Systems’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $74,116 and has insufficient working capital to meet operating needs for the next twelve months as of September 30, 2011, all of which raise substantial doubt about RPM Systems’s ability to continue as a going concern. The Company plans to add capital by selling stock.
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Consolidated Balance Sheets (USD $) | Sep. 30, 2011 | Dec. 31, 2010 |
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CURRENT ASSETS | ||
Cash | $ 6,384 | $ 16,542 |
Total current assets | 6,384 | 16,542 |
TOTAL ASSETS | 6,384 | 16,542 |
CURRENT LIABILITIES | ||
Accrued liabilities | 0 | 0 |
Total current liabilities | 0 | 0 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.000001 par value, 5,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.000001 par value, 95,000,000 shares authorized, 5,525,000 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively | 6 | 6 |
Additional paid in capital | 80,494 | 80,494 |
Accumulated deficit during development stage | (74,116) | (63,958) |
Total stockholders' equity | 6,384 | 16,542 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 6,384 | $ 16,542 |