U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 10-Q |
Mark One
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
[ ] 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. 333-181229
PN MED GROUP INC. (Exact name of registrant as specified in its charter)
Nevada (State or Other Jurisdiction of Incorporation or Organization) | 4700 (Primary Standard Industrial Classification Number) | EIN 99-0367049 (IRS Employer Identification Number) |
San Isidro 250, depot 618,
Santiago, Chile 8240400
Tel: 569-659-22350
Fax: 775-981-9001
Email: pnmedgroup@gmail.com
(Address and telephone number of principal executive offices)
INCORP SERVICES, INC.
2360 Corporate Circle Suite 400, Henderson NV 89074-7722
Tel: (702) 866-2500, Fax: (702) 866-2689
(Address, including zip code, and telephone number,
including area code, of agent for service)
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ] No[ ]
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Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.
N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes[ ] No[ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
Class | Outstanding as of July 31, 2012 |
Common Stock, $0.001 | 5,000,000 |
PART 1 | FINANCIAL INFORMATION | |
Item 1 | Financial Statements (Unaudited) | 4 |
Balance Sheets | 4 | |
Statements of Operations | 5 | |
Statements of Cash Flows | 6 | |
Notes to Financial Statements | 7 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 13 |
Item 4. | Controls and Procedures | 13 |
PART II. | OTHER INFORMATION | |
Item 1 | Legal Proceedings | 15 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 15 |
Item 3 | Defaults Upon Senior Securities | 15 |
Item 4 | Mine Safety Disclosures | 15 |
Item 5 | Other Information | 15 |
Item 6 | Exhibits | 16 |
Signatures | 16 |
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PN MED GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS (unaudited)
AS OF JUNE 30, 2012 and MARCH 31, 2012
ASSETS | June 30, 2012 | March 31, 2012 |
Current Assets | ||
Cash and cash equivalents | $ 5,229 | $ 8,443 |
Total Assets | $ 5,229 | $ 8,443 |
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) | ||
Liabilities | ||
Current Liabilities | ||
Accrued expenses | $ 750 | $ 4,500 |
Loans from shareholder | 9,031 | 3,600 |
Total Liabilities | 9,781 | 8,100 |
Stockholder’s Equity (Deficit) | ||
Common stock, par value $0.001; 75,000,000 shares authorized, 5,000,000 shares issued and outstanding | 5,000 | 5,000 |
Additional paid in capital | 0 | 0 |
Deficit accumulated during the development stage | (9,552) | (4,657) |
Total Stockholder’s Equity (Deficit) | (4,552) | 343 |
Total Liabilities and Stockholder’s Equity (Deficit) | $ 5,229 | $ 8,443 |
The accompanying notes are an integral part of these financial statements
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PN MED GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (unaudited)
THREE MONTHS ENDED JUNE 30, 2012
FOR THE PERIOD FROM JANUARY 30, 2012 (INCEPTION) TO MARCH 31, 2012
Three Months Ended June 30, 2012 | Period from January 30, 2012 (Inception) to June 30, 2012 | |
REVENUES | $ 0 | $ 0 |
OPERATING EXPENSES | ||
Professional fees | 4,846 | 9,346 |
Bank fees | 37 | 194 |
Miscellaneous expenses | 12 | 12 |
TOTAL OPERATING EXPENSES | 4,895 | 9,552 |
LOSS FROM OPERATIONS | (4,895) | (9,552) |
PROVISION FOR INCOME TAXES | 0 | 0 |
NET LOSS | $ (4,895) | $ (9,552) |
NET LOSS PER SHARE: BASIC AND DILUTED | $ (0.00) | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 5,000,000 |
The accompanying notes are an integral part of these financial statements. |
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PN MED GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (unaudited)
THREE MONTHS ENDED JUNE 30, 2012
FOR THE PERIOD FROM JANUARY 30, 2012 (INCEPTION) TO JUNE 30, 2012
Three Months Ended June 30, 2012 | Period from January 30, 2012 (Inception) to June 30, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss for the period | $ (4,895) | $ (9,552) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Changes in assets and liabilities: | ||
Increase (decrease) in accrued expenses | (3,750) | 750 |
Net Cash Used in Operating Activities | (8,645) | (8,802) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 0 | 5,000 |
Loans from shareholder | 5,431 | 9,031 |
Net Cash Provided by Financing Activities | 5,431 | 14,031 |
Net Increase (Decrease) in Cash | (3,214) | 5,229 |
Cash, beginning of period | 8,443 | 0 |
Cash, end of period | $ 5,229 | $ 5,229 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid | $ 0 | $ 0 |
Income taxes paid | $ 0 | $ 0 |
The accompanying notes are an integral part of these financial statements. | |||||||
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PN MED GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2012
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
PN Med Group Inc. (the "Company" or “PN Med”) was incorporated under the laws of the State of Nevada on January 30, 2012. The Company plans to distribute medical supplies and equipment to municipalities, hospitals, pharmacies, care centers, and clinics throughout the country of Chile.
NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a March 31 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $5,229 and $8,443 of cash as of June 30, 2012 and March 31, 2012, respectively.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, accrued expenses and amounts due to a shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Use of Estimates
The preparation of 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
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PN MED GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2012
NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 2012.
Comprehensive Income
The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.
Recent Accounting Pronouncements
PN Med does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
NOTE 3 – ACCRUED EXPENSES
Accrued expenses at June 30, 2012 and March 31, 2012 consisted of amounts owed to the Company’s outside independent auditors for services rendered for period reported on in these financial statements.
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PN MED GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2012
NOTE 4 – LOAN FROM SHAREHOLDER
During the period ended March 31, 2012, a shareholder and officer loaned $3,600 to the Company to open the bank account and help fund operations. The shareholder/officer loaned another $5,431 during the three months ended June 30, 2012. The loans are unsecured, non-interest bearing and due on demand. The balances due to the shareholder and officer were $9,031 and $3,600 as of June 30, 2012 and March 31, 2012, respectively.
NOTE 5 – CAPITAL STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized. On March 29, 2012, the Company issued 5,000,000 shares of common stock for cash proceeds of $5,000 at $0.001 per share. There were 5,000,000 shares of common stock issued and outstanding as of June 30, 2012.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 7 – INCOME TAXES
As of June 30, 2012, the Company had net operating loss carry forwards of approximately $9,600 that may be available to reduce future years’ taxable income in varying amounts through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
As of June 30, 2012, the Company had net operating loss carry forwards of approximately $9,600 that may be available to reduce future years’ taxable income in varying amounts through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
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PN MED GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2012
NOTE 7 – INCOME TAXES (CONTINUED)
The provision for Federal income tax consists of the following for the three months ended June 30, 2012:
2012 | |
Federal income tax benefit attributable to: | |
Current operations | $ 1,664 |
Less: valuation allowance | (1,664) |
Net provision for Federal income taxes | $ 0 |
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
June 30, 2012 | March 31, 2012 | |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 3,247 | $ 1,583 |
Less: valuation allowance | (3,247) | (1,583) |
Net deferred tax asset | $ 0 | $ 0 |
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $9,600 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
NOTE 8 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no revenues as of June 30, 2012. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
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PN MED GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2012
NOTE 9 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2012 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
PN Med Group Inc. (or "the company" or "PNMG") is a distributor of medical supplies and equipment to municipalities, hospitals, pharmacies, care centers, and clinics in Chile. We are a development stage company, and have not yet commenced operations or generated revenues to date. We intend to provide reliable and fast service with low prices to our customers. We expect to generate revenues from sales of our supplies to customers. A customer will order our supplies by telephone, from our website www.pnmedgroup.com using special form, or directly at an arranged meeting with our representative. We will import all the supplies and equipment straight from the manufacturer in China and deliver them to our potential clients in Chile without the help of commission base agents.
We are currently not aware of any other known material trends, demands, commitments, events or uncertainties that will have, or are reasonable likely to have, a material impact on our financial condition, operating performance, revenues and/or income, or results in our liquidity decreasing or increasing in any material way.
Results of Operation
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
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We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Three Months Period Ended June 30, 2012
Our net loss for the three months period ended June 30, 2012 was $4,895. During the three months periods ended June 30, 2012 we have not generated any revenue.
During the three month period ended June 30, 2012, our operating expenses were professional fees of $4,846, bank fees of $37 and miscellaneous expenses of $12. The weighted average number of shares outstanding was 5,000,000 for the three months period ended June 30, 2012.
Liquidity and Capital Resources
Three Months Period Ended June 30, 2012
As at June 30, 2012, our total assets were $5,229 compared to $8,443 in total assets at March 31, 2012. Total assets were comprised of $5,229 in cash. As at June 30, 2012, our current liabilities were $9,781.
Stockholders’ equity (deficit) was $(4,552) as of June 30, 2012 compared to stockholders' equity of $343 as of March 31, 2012.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the three months period ended June 30, 2012, net cash flows used in operating activities was $(8,645). For the period from inception (January 30, 2012) to June 30, 2012, net cash from operating activities was $(8,802).
Cash Flows from Investing Activities
For the three months period ended June 30, 2012, the Company have not generated any cash flow.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity. For the three months period ended June 30, 2012, net cash provided by financing activities was $5,431. For the period from inception January 30, 2012) to June 30, 2012, net cash provided by financing activities was $14,031 received from proceeds from issuance of common stock and loans from shareholder.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will
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need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we do not have any offbalance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Going Concern
The independent auditors' review report accompanying our March 31, 2012 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No report required.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2012. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended June 30, 2012 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
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
No report required.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
Exhibits:
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
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.
PN Med Group Inc. | |
Dated: November 2, 2012 | By: /s/ Pedro Perez Niklitschek |
Pedro Perez Niklitschek, President and Chief Executive Officer and Chief Financial Officer |
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302 CERTIFICATION
I, Pedro Perez Niklitschek, certify that:
1. I have reviewed this quarterly report on Form 10-Q of PN Med Group Inc.;
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 report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am 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 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, 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 my 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. I have disclosed, based on my 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, 2012
/s/Pedro Perez Niktitschek
Pedro Perez Nitlitschek
Chief Executive Officer
Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned officer of PN Med Group Inc. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/Pedro Perez Nitlitschek
Pedro Perez Niklitschek
Chief Executive Officer
Chief Financial Officer
November 1, 2012
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Note 7 - Income Taxes
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5 Months Ended | |||||||||||||||||||||||||
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Jun. 30, 2012
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| Note 7 - Income Taxes | NOTE 7 – INCOME TAXES
As of June 30, 2012, the Company had net operating loss carry forwards of approximately $9,600 that may be available to reduce future years’ taxable income in varying amounts through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following for the three months ended June 30, 2012:
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $9,600 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years. |
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Note 6 - Commitments and Contingencies
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5 Months Ended |
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Jun. 30, 2012
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| Notes | |
| Note 6 - Commitments and Contingencies | NOTE 6 – COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future. |
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PN MED GROUP INC.- BALANCE SHEETS (unaudited) (USD $)
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Jun. 30, 2012
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Mar. 31, 2012
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| Current Assets | ||||||
| Cash and cash equivalents | $ 5,229 | $ 8,443 | ||||
| Total Assets | 5,229 | 8,443 | ||||
| Liabilities | ||||||
| Accrued expenses | 750 | 4,500 | ||||
| Loan from shareholder | 9,031 | 3,600 | ||||
| Total Liabilities | 9,781 | 8,100 | ||||
| Stockholders Equity (Deficit) | ||||||
| Common stock | 5,000,000 | [1] | 5,000,000 | [1] | ||
| Additional paid in capital | 0 | 0 | ||||
| Deficit accumulated during the development stage | (9,552) | (4,657) | ||||
| Total Stockholders Equity (Deficit) | (4,552) | 343 | ||||
| Total Liabilities and Stockholders Equity (Deficit) | $ 5,229 | $ 8,443 | ||||
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Note 4 - Loan From Shareholder
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5 Months Ended |
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Jun. 30, 2012
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| Notes | |
| Note 4 - Loan From Shareholder | NOTE 4 – LOAN FROM SHAREHOLDER
During the period ended March 31, 2012, a shareholder and officer loaned $3,600 to the Company to open the bank account and help fund operations. The shareholder/officer loaned another $5,431 during the three months ended June 30, 2012. The loans are unsecured, non-interest bearing and due on demand. The balances due to the shareholder and officer were $9,031 and $3,600 as of June 30, 2012 and March 31, 2012, respectively. |
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Note 5 - Capital Stock
|
5 Months Ended |
|---|---|
|
Jun. 30, 2012
|
|
| Notes | |
| Note 5 - Capital Stock | NOTE 5 – CAPITAL STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized. On March 29, 2012, the Company issued 5,000,000 shares of common stock for cash proceeds of $5,000 at $0.001 per share. There were 5,000,000 shares of common stock issued and outstanding as of June 30, 2012. |
|
Note 1 - Organization and Nature of Business
|
5 Months Ended |
|---|---|
|
Jun. 30, 2012
|
|
| Notes | |
| Note 1 - Organization and Nature of Business | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
PN Med Group Inc. (the "Company" or “PN Med”) was incorporated under the laws of the State of Nevada on January 30, 2012. The Company plans to distribute medical supplies and equipment to municipalities, hospitals, pharmacies, care centers, and clinics throughout the country of Chile. |
|
Document and Entity Information (USD $)
|
5 Months Ended |
|---|---|
|
Jun. 30, 2012
|
|
| Document and Entity Information: | |
| Entity Registrant Name | PN Med Group Inc |
| Document Type | 10-Q |
| Document Period End Date | Jun. 30, 2012 |
| Amendment Flag | false |
| Entity Central Index Key | 0001549084 |
| Current Fiscal Year End Date | --01-30 |
| Entity Common Stock, Shares Outstanding | 5,000,000 |
| Entity Public Float | $ 5,000,000 |
| Entity Filer Category | Non-accelerated Filer |
| Entity Current Reporting Status | No |
| Entity Voluntary Filers | No |
| Entity Well-known Seasoned Issuer | No |
| Document Fiscal Year Focus | 2013 |
| Document Fiscal Period Focus | Q2 |
|
Note 2 - Summary of Signifcant Accounting Policies
|
5 Months Ended |
|---|---|
|
Jun. 30, 2012
|
|
| Notes | |
| Note 2 - Summary of Signifcant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Accounting Basis The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a March 31 fiscal year end.
Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $5,229 and $8,443 of cash as of June 30, 2012 and March 31, 2012, respectively.
Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accrued expenses and amounts due to a shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Use of Estimates The preparation of 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 2012.
Comprehensive Income The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.
Recent Accounting Pronouncements PN Med does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
|
|
PN MED GROUP INC.- STATEMENTS OF CASH FLOWS (unaudited) (USD $)
|
3 Months Ended | 5 Months Ended |
|---|---|---|
|
Jun. 30, 2012
|
Jun. 30, 2012
|
|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net loss for the period | $ (4,895) | $ (9,552) |
| Changes in assets and liabilities: | ||
| Increase (decrease) in accrued expenses | (3,750) | 750 |
| Net Cash Used in Operating Activities | (8,645) | (8,802) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from sale of common stock | 0 | 5,000 |
| Loans from shareholder | 5,431 | 9,031 |
| Net Cash Provided by Financing Activities | 5,431 | 14,031 |
| Net Increase (Decrease) in Cash | (3,214) | 5,229 |
| Cash, beginning of period | 8,443 | 0 |
| Cash, end of period | 5,229 | 5,229 |
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||
| Interest paid | 0 | |
| Income taxes paid | $ 0 |
|
Note 9 - Subsequent Events
|
5 Months Ended |
|---|---|
|
Jun. 30, 2012
|
|
| Notes | |
| Note 9 - Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2012 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
|
|
PN MED GROUP INC.- STATEMENTS OF OPERATIONS (unaudited) (USD $)
|
3 Months Ended | 5 Months Ended |
|---|---|---|
|
Jun. 30, 2012
|
Jun. 30, 2012
|
|
| REVENUES | $ 0 | $ 1,000 |
| OPERATING EXPENSES | ||
| Professional fees | 4,846 | 9,346 |
| Bank fees | 37 | 194 |
| Miscellaneous Expense | 12 | 12 |
| TOTAL OPERATING EXPENSES | 4,895 | 9,552 |
| LOSS FROM OPERATIONS | (4,895) | (9,552) |
| PROVISION FOR INCOME TAXES | 0 | 0 |
| NET LOSS | $ (4,895) | $ (9,552) |
| NET LOSS PER SHARE: BASIC AND DILUTED | $ 0 | |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 5,000,000 |
|
Note 3 - Accrued Expenses
|
5 Months Ended |
|---|---|
|
Jun. 30, 2012
|
|
| Notes | |
| Note 3 - Accrued Expenses | NOTE 3 – ACCRUED EXPENSES
Accrued expenses at June 30, 2012 and March 31, 2012 consisted of amounts owed to the Company’s outside independent auditors for services rendered for period reported on in these financial statements. |
|
Note 8 - Going Concern
|
5 Months Ended |
|---|---|
|
Jun. 30, 2012
|
|
| Notes | |
| Note 8 - Going Concern | NOTE 8 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no revenues as of June 30, 2012. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. |