UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
(Mark One)
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended September 30, 2013
OR
| [ ] | 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. 0-19227
ZEGARELLI GROUP INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
| CALIFORNIA | 7929 | 95-4040591 | ||
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
| incorporation or organization) | Classification Code Number) | Identification No.) |
80679 CAMINO SANTA ELISE
INDIO, CALIFORNIA 91352
(Address of principal executive offices)
(760) 345-9205
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| 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 Act).
Yes [X] No [ ]
The number of shares of Common Stock, no par value, of the registrant outstanding at November 13, 2013, was 22,248,337.
ITEMS AMENDED HEREBY
As used in this amended report, “Zegarelli Group International, Inc.” and the “Company” or “Us” or “We” or “Our” refer to Zegarelli Group International, Inc., a Nevada corporation, unless the context otherwise requires.
EXPLANATORY NOTE
The purpose of this Amendment (the “Amendment”) to our Form 10-Q for the Quarterly Period Ended September 30, 2013 (the “Form 10-Q”), as filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2013, is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.
Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
This Amendment makes no other changes to the Form 10-Q as filed with the SEC on November 14, 2013 and no attempt has been made in this Amendment to modify or update the other disclosures presented in the Form 10-Q.
This Amendment does not reflect subsequent events occurring after the original filing of the Form 10-Q (i.e., those events occurring after November 14, 2013) or modify or update in any way those disclosures that may be affected by subsequent events.
Accordingly, this Amendment should be read in conjunction with the Form 10-Q and our other filings with the SEC.
| 2 |
INDEX OF EXHIBITS
| Exhibit | Item | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002* | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 101.INS | XBRL Instance Document.** | |
| 101.SCH | XBRL Taxonomy Extension Schema Document.** | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document.** | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document.** | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document.** | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document.** |
| * These exhibits were previously included in the Registrant’s Form 10-Q for the Quarterly Period ended September 30, 2013, filed with the SEC on November 14, 2013. | ||
| ** Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibits 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, and 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.
| ZEGARELLI GROUP INTERNATIONAL, INC. | |
| Date: November 19, 2013 | /s/ Alfred E. Booth |
|
Alfred E. Booth, President (Principal Executive Officer) | |
| Date: November 19, 2013 | /s/ Marie Booth |
|
Marie Booth, Chief Financial Officer (Principal Financial and Accounting Officer) |
| 4 |
|
Condensed Statements of Operations (Unaudited) (USD $)
|
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
|
Sep. 30, 2013
|
Sep. 30, 2012
|
Sep. 30, 2013
|
Sep. 30, 2012
|
|
| Income Statement [Abstract] | ||||
| REVENUES | ||||
| EXPENSES | ||||
| Administrative | 1,248 | 11,000 | 2,526 | 11,475 |
| Professional fees | 1,750 | 15,406 | ||
| TOTAL EXPENSES | 2,998 | 11,000 | 17,932 | 11,475 |
| OTHER INCOME (EXPENSE): | ||||
| Gain from write off of accrued expenses | 54,147 | 54,147 | ||
| Interest expenses | (708) | (2,124) | ||
| LOSS BEFORE TAXES | (3,706) | 43,147 | (20,056) | 42,672 |
| INCOME TAX EXPENSE | 800 | 800 | ||
| NET LOSS | $ (3,706) | $ 43,147 | $ (20,856) | $ 41,872 |
| NET LOSS PER COMMON SHARE | ||||
| Basic and diluted | ||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 22,248,337 | 22,248,337 | 22,248,337 | 22,248,337 |
|
Convertible Note Payable
|
9 Months Ended |
|---|---|
|
Sep. 30, 2013
|
|
| Debt Disclosure [Abstract] | |
| Convertible Note Payable |
5. CONVERTIBLE NOTE PAYABLE (Related Party)
On September 14, 2012, the Company acknowledged and formalized monies advanced to the Company over the past three years by entering into a 6% convertible promissory note in favor of the majority stockholder in the principal amount of $47,199, which was the outstanding balance owed to Mr. Booth as of June 30, 2012. The entire note balance plus accrued interest of $2,949 was outstanding as of September 30, 2013. |
|
Operations and Basis of Presentation
|
9 Months Ended |
|---|---|
|
Sep. 30, 2013
|
|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Operations and Basis of Presentation |
1. OPERATIONS AND BASIS OF PRESENTATION
Zegarelli Group International, Inc. (the “Company”) was incorporated on February 27, 1990. The Company manufactured cosmetic products for private label distributions throughout the United States. The Company ceased operations and has been inactive since 2002. The Company was publicly-traded company listed on the OTC Bulletin Board (“pink-sheets”). On November 9, 1998, the Company filed a Form 15 with the Securities and Exchange Commission (“SEC”) terminating its registration under Section 12(g) of the Securities Act of 1934, which relieved the Company of its requirement to file reports with the SEC. Even though the Company has not made any further filings with the SEC since 1998, the Company has had some minimal stock trading activity.
The Company’s board is now considering merging with another entity that has viable operations. As such, the existing company is not going to continue as a going concern after any merger. The financial statements do not contain any adjustments that would be necessary should the Company not continue as a going concern.
During interim periods, we follow the accounting policies set forth in Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and apply appropriate interim financial reporting standards for a fair statement of Company’s operating results and financial position in conformity with accounting principles generally accepted in the United States of America, as codified by the Financial Accounting Standards Board (FASB) in the Accounting Standards Codification (ASC) (referred to herein as U.S. GAAP), as indicated below. Users of financial information produced for interim periods are encouraged to read this Quarterly Report on Form 10-Q in conjunction with Company’s financial statements and notes thereto filed with the Securities and Exchange Commission (SEC) in Company’s 2012 Annual Report on Form 10-K.
Interim financial reporting standards require management to make estimates that are based on assumptions regarding the outcome of future events and circumstances not known at that time. Inevitably, some assumptions will not materialize, unanticipated events or circumstances may occur which vary from those estimates and such variations may significantly affect Company’s future results.
The accompanying unaudited condensed financial statements have been prepared in accordance with the SEC’s requirements for Form 10-Q and, in the opinion of management, contain all adjustments, of a normal and recurring nature, which are necessary for a fair statement of; (i) the condensed statements of operations for the nine month periods ended September 30, 2013 and 2012; (ii) the condensed balance sheets at September 30, 2013 and December 31, 2012; and (iii) the condensed statements of cash flows for the nine month periods ended September 30, 2013 and 2012. However, the accompanying unaudited condensed financial statements do not include all information and notes required by U.S. GAAP. The condensed consolidated balance sheet, included in this report, as of December 31, 2012 was derived from Company’s 2012 audited financial statements, but does not include all disclosures required by U.S. GAAP. |
|
Summary of Significant Accounting Policies
|
9 Months Ended |
|---|---|
|
Sep. 30, 2013
|
|
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reported period. Actual results could differ from those estimates.
Cash and Cash Equivalents – Cash equivalents consist of highly liquid investments with original maturities of three months or less.
Revenue Recognition – The Company recognizes revenue upon concluding that all of the fundamental criteria for revenue recognition have been met. The criteria are usually met at the time products are shipped. The Company performs ongoing credit evaluations of its customers’ financial condition and records a reserve for sales returns and allowances based on the historical rate of returns on its products.
Research and Development Costs – The Company expenses research and development costs as incurred. The Company had no such expenses for the three and nine months period ended September 30, 2013 and 2012.
Advertising Costs – Costs incurred for producing and communicating advertising are expensed when incurred and included in selling general and administrative expenses. Advertising expense amounted to $0 for the three and nine months ended September 30, 2013 and 2012, respectively.
Property and Equipment – Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income. Property and equipment are depreciated over the useful lives of the asset using the straight line method.
Earnings Per Share – Basic earnings per share are computed by dividing earnings available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares outstanding including potentially dilutive securities such as options, warrants and convertible debt.
Impairment of Long-Lived Assets and Assets – The Company reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected future undiscounted cash flows is less that the carrying amount of the asset, an impairment loss is recorded. No impairment losses were recognized for the nine months ended September 30, 2013 and 2012.
Income Taxes – The Company accounts for income taxes in accordance with FASB Codification, “Accounting for Income Taxes.” This statement requires an asset and liability approach for accounting for income taxes. The accounting principles generally accepted in the United States of America provides accounting and disclosure guidance about positions taken by an entity in its tax returns that might be uncertain.
The accounting principles generally accepted in the United States of America provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. Management has considered its tax positions and believes that all of the positions taken by the Company in its Federal and State tax returns are more likely than not to be sustained upon examination. The Company files income tax returns in the U.S. and various state jurisdictions. The Company is subject to examinations by U.S. Federal and State tax authorities from 2010 to the present, generally for three years after they are filed.
Fair Value of Financial Instruments – The carrying values of cash equivalents, accounts receivable, accounts payable, short-term debt to a related party and accrued liabilities and those potentially subject to valuation risk at September 30, 2013 and December 31, 2012 approximated fair value due to their short maturity or nature.
Concentration of Credit Risk – Financial instruments, which potentially subject the company to concentrations of credit risk, consist principally of cash and cash equivalents. At September 30, 2013 and December 31, 2012 the Company had no cash and cash equivalents. |
|
Summary of Significant Accounting Policies (Policies)
|
9 Months Ended |
|---|---|
|
Sep. 30, 2013
|
|
| Accounting Policies [Abstract] | |
| Use of Estimates |
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reported period. Actual results could differ from those estimates. |
| Cash and Cash Equivalents |
Cash and Cash Equivalents – Cash equivalents consist of highly liquid investments with original maturities of three months or less. |
| Revenue Recognition |
Revenue Recognition – The Company recognizes revenue upon concluding that all of the fundamental criteria for revenue recognition have been met. The criteria are usually met at the time products are shipped. The Company performs ongoing credit evaluations of its customers’ financial condition and records a reserve for sales returns and allowances based on the historical rate of returns on its products. |
| Research and Development Costs |
Research and Development Costs – The Company expenses research and development costs as incurred. The Company had no such expenses for the three and nine months period ended September 30, 2013 and 2012. |
| Advertising Costs |
Advertising Costs – Costs incurred for producing and communicating advertising are expensed when incurred and included in selling general and administrative expenses. Advertising expense amounted to $0 for the three and nine months ended September 30, 2013 and 2012, respectively. |
| Property and Equipment |
Property and Equipment – Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income. Property and equipment are depreciated over the useful lives of the asset using the straight line method. |
| Earnings Per Share |
Earnings Per Share – Basic earnings per share are computed by dividing earnings available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares outstanding including potentially dilutive securities such as options, warrants and convertible debt. |
| Impairment of Long-Lived Assets and Assets |
Impairment of Long-Lived Assets and Assets – The Company reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected future undiscounted cash flows is less that the carrying amount of the asset, an impairment loss is recorded. No impairment losses were recognized for the nine months ended September 30, 2013 and 2012. |
| Income Taxes |
Income Taxes – The Company accounts for income taxes in accordance with FASB Codification, “Accounting for Income Taxes.” This statement requires an asset and liability approach for accounting for income taxes. The accounting principles generally accepted in the United States of America provides accounting and disclosure guidance about positions taken by an entity in its tax returns that might be uncertain.
The accounting principles generally accepted in the United States of America provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. Management has considered its tax positions and believes that all of the positions taken by the Company in its Federal and State tax returns are more likely than not to be sustained upon examination. The Company files income tax returns in the U.S. and various state jurisdictions. The Company is subject to examinations by U.S. Federal and State tax authorities from 2010 to the present, generally for three years after they are filed. |
| Fair Value of Financial Instruments |
Fair Value of Financial Instruments – The carrying values of cash equivalents, accounts receivable, accounts payable, short-term debt to a related party and accrued liabilities and those potentially subject to valuation risk at September 30, 2013 and December 31, 2012 approximated fair value due to their short maturity or nature. |
| Concentration of Credit Risk |
Concentration of Credit Risk – Financial instruments, which potentially subject the company to concentrations of credit risk, consist principally of cash and cash equivalents. At September 30, 2013 and December 31, 2012 the Company had no cash and cash equivalents. |
|
Related Party Transactions
|
9 Months Ended |
|---|---|
|
Sep. 30, 2013
|
|
| Related Party Transactions [Abstract] | |
| Related Party Transactions |
4. RELATED PARTY TRANSACTIONS
The majority stockholder has advanced the Company funds to bring it into compliance with various regulations and tax laws. During the nine months period September 30, 2013 and 2012, this stockholder advanced $18,732 and $12,275, respectively. During the three months period September 30, 2013 and 2012, this stockholder advanced $2,998 and $11,000, respectively. The advances are due upon demand and bear no interest. |