UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Amendment No. 1
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file # 333-177918
EUROCAN HOLDINGS LTD.
(Exact Name of Registrant as Specified in its Charter)
Nevada | 20-3937596 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification number) | |
1 Union Square West, Suite 610, New York, NY | 10003 | |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number: (212) 419-4924
Securities registered under Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Issuer 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 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 x 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 | ¨ | 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 ¨ No x
As of August 14, 2012 the registrant had 12,710,000 shares of its Common Stock outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q/A is being filed solely to furnish the Interactive Data files as Exhibit 101, in accordance with Rule 405 of Regulation S-T. No other changes have been made to the Form 10-Q, as originally filed on August 15, 2012.
2 |
Item 6. Exhibits
101.INS* | XBRL Instance Document |
101.SCH* | XBRL Schema Document |
101.CAL* | XBRL Calculation Linkbase Document |
101.DEF* | XBRL Definition Linkbase Document |
101.LAB* | XBRL Label Linkbase Document |
101.PRE* | XBRL Presentation Linkbase Document |
* Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
3 |
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.
EUROCAN HOLDINGS LTD. | |
Date: August 27, 2012 | By: /s/ Michael Williams |
Michael Williams Chief Executive Officer, President, Chief Financial Officer and Principal Accounting Officer | |
4 |
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4. Related Party Transactions
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Related Party Transactions [Abstract] | |
4. Related Party Transactions | During the six months ended June 30, 2012, a director of the registrant received $4,865 as compensation for management services provided to the registrant.
During the six months ended June 30, 2012, the registrant made payments of $4,610 on a note owed to the President of the registrant. As of June 30, 2012, the balance of this note has been reduced to $0. |
3. Notes Payable
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Debt Disclosure [Abstract] | |
3. Notes Payable | During the six month period ended June 30, 2012, the registrant received advances totaling $55,000 and issued promissory notes to a non-related party. The notes bear interest at 5%, are unsecured, and are due on demand.
|
Consolidated Balance Sheets (USD $)
|
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
ASSETS | ||
Cash | $ 14,945 | $ 2,738 |
Accounts receivable | 340 | 665 |
Prepaid expenses and other current assets | 0 | 2,800 |
Total Current Assets | 15,285 | 6,203 |
Security Deposit | 3,075 | 0 |
Total Assets | 18,360 | 6,203 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Accounts payable | 40,070 | 39,941 |
Accrued liabilities | 8,799 | 16,514 |
Deferred revenue | 0 | 1,200 |
Due to related party (Note 4) | 0 | 4,610 |
Notes payable (Note 3) | 135,000 | 80,000 |
Total Liabilities | 183,869 | 142,265 |
Contingencies and Commitment | ||
Stockholders' Deficit | ||
Preferred Stock, 100,000,000 shares authorized, par value $0.0001; None issued and outstanding | 0 | 0 |
Common Stock, 900,000,000 shares authorized, par value $0.0001; 12,710,000 and 12,710,000 shares issued and outstanding, respectively | 1,271 | 1,271 |
Additional Paid-In Capital | 46,711 | 46,711 |
Deficit | (213,491) | (184,044) |
Total Stockholders' Deficit | (165,509) | (136,062) |
Total Liabilities and Stockholders' Deficit | $ 18,360 | $ 6,203 |
1. Basis of Presentation
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. Basis of Presentation | The accompanying unaudited interim financial statements of the Registrant have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the Registrants audited 2011 annual financial statements and notes thereto. 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 interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in the registrants 2011 annual financial statements have been omitted. |
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2. Going Concern
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2. Going Concern | The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since inception, the registrant has incurred losses of $213,491. In addition, the registrant generated negative cash flows from operations during the six months ended June 30, 2012. These factors, among others, raise substantial doubt about the registrants ability to continue as a going concern for a reasonable period of time.
If necessary, the registrant will pursue additional equity and/or debt financing while managing cash flows from operations in an effort to provide funds to meet its obligations on a timely basis and to support future business development.
The consolidated financial statements do not contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of liabilities that may result should the registrant be unable to continue as a going concern. |
Consolidated Balance Sheets (Parenthetical) (USD $)
|
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Stockholders' Deficit | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Authorized | 100,000,000 | 100,000,000 |
Preferred stock, Issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, Authorized | 900,000,000 | 900,000,000 |
Common stock, Issued | 12,710,000 | 12,710,000 |
Common stock, outstanding | 12,710,000 | 12,710,000 |
Document and Entity Information
|
6 Months Ended | |
---|---|---|
Jun. 30, 2012
|
Aug. 14, 2012
|
|
Document And Entity Information | ||
Entity Registrant Name | Eurocan Holdings Ltd. | |
Entity Central Index Key | 0001534708 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2012 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 12,710,000 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2012 |
Consolidated Statements of Operations (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Income Statement [Abstract] | ||||
Revenue | $ 25,605 | $ 4,090 | $ 43,475 | $ 41,969 |
Cost of sales | 400 | 707 | 1,446 | 789 |
Selling, general and administrative | 42,993 | 10,476 | 64,829 | 51,825 |
Loss from Operations | (17,788) | (7,093) | (22,800) | (10,645) |
Other Expenses | ||||
Interest and bank charges | (3,232) | 0 | (6,647) | (2,890) |
Total Other Expenses | (3,232) | 0 | (6,647) | (2,890) |
Net Loss | $ (21,020) | $ (7,093) | $ (29,447) | $ (13,535) |
Net Loss Per Share - Basic and Diluted | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
Weighted Average Shares Outstanding - Basic and Diluted | 12,710,000 | 12,710,000 | 12,710,000 | 12,710,000 |
3. Notes Payable (Details Narrative) (USD $)
|
6 Months Ended | |
---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Notes Payable Details Narrative | ||
Advance Received From Non Related Party | $ 55,000 | $ 0 |
Unsecured Note Bearing Interest | 5.00% |
2. Going Concern (Details Narrative) (USD $)
|
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Going Concern Details Narrative | ||
Losses Incurred From Opreration, since inception | $ (213,491) | $ (184,044) |
4. Related Party Transactions (Details Narrative) (USD $)
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
DirectorMember
|
|
Compensation For Management Services | $ 4,865 |
PresidentMember
|
|
Compensation For Management Services | $ 4,610 |
Consolidated Statements of Cash Flows (USD $)
|
6 Months Ended | |
---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Operating Activities | ||
Net loss for the period | $ (29,447) | $ (13,535) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 325 | 3,680 |
Prepaid expenses and other current assets | 2,800 | 0 |
Security deposits | (3,075) | 0 |
Deferred revenue | (1,200) | (24,494) |
Accounts payable and accrued liabilities | (7,586) | 12,793 |
Net Cash Used In Operating Activities | (38,183) | (21,556) |
Financing Activities | ||
Proceeds from notes payable | 55,000 | 0 |
Principal payments on related party debt | (4,610) | 0 |
Net Cash Provided By Financing Activities | 50,390 | 0 |
Increase (decrease) in Cash | 12,207 | (21,556) |
Cash - Beginning of Period | 2,738 | 36,258 |
Cash - End of Period | 14,945 | 14,702 |
Supplemental Disclosures: | ||
Interest paid | 5,877 | 2,890 |
Income taxes paid | $ 750 | $ 0 |
1. Basis of Presentation (Policies)
|
6 Months Ended |
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Jun. 30, 2012
|
|
Basis Of Presentation Policies | |
Basis of Presentation | The accompanying unaudited interim financial statements of the Registrant have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the Registrants audited 2011 annual financial statements and notes thereto. 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 interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in the registrants 2011 annual financial statements have been omitted. |