UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X.
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
.
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from ____________ to ______________
Commission file number: 000-53405
UNITED RESTAURANT MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
| |
Delaware | 74-2958195 |
(State or other jurisdiction of | (IRS Employer |
incorporation or organization) | Identification No.) |
374 East 400 South, Suite #3, Springville, UT, 84663
(Address of Principal Executive Offices)
(801) 489-4802
(Registrant's telephone number)
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 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 X. No .
The number of shares of common stock outstanding as of April 30, 2009 was 6,165,073.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNITED RESTAURANT MANAGEMENT, INC.
BALANCE SHEETS
(Unaudited)
| | | | |
| | March 31, | | December 31, |
| | 2009 | | 2008 |
| | | | |
| | | | |
ASSETS | | | | |
Cash | $ | 9 | | 708 |
| | | | |
LIABILITIES | | | | |
| | | | |
Current Liabilities | | | | |
Accounts payable | $ | 18,175 | $ | 13,051 |
Shareholder advance and accrued interest | | 15,860 | | 5,122 |
| | | | |
Total Current Liabilities | | 34,035 | | 18,173 |
| | | | |
STOCKHOLDERS’ DEFICIT | | | | |
| | | | |
Preferred stock, $.001 par, 10,000,000 shares | | | | |
authorized, none issued and outstanding | | - | | - |
Common stock, $.001 par, 100,000,000 shares | | | | |
authorized, 6,165,073 and 6,165,073 | | | | |
shares outstanding, respectively | | 6,165 | | 6,165 |
Additional paid in capital | | 2,136,897 | | 2,136,897 |
Accumulated deficit | | (2,177,088) | | (2,160,527) |
| | | | |
Total Stockholders’ Deficit | | (34,026) | | (17,465) |
| | | | |
Total Liabilities and | | | | |
Stockholders’ Deficit | $ | 9 | $ | 708 |
See accompanying notes to unaudited financial statements.
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UNITED RESTAURANT MANAGEMENT, INC.
STATEMENTS OF EXPENSES
For the Three Months Ended March 31, 2009 and 2008
(Unaudited)
| | | | |
| | Three Months |
| | Ended March 31, |
| | 2009 | | 2008 |
| | | | |
General & administrative | $ | 16,423 | $ | 10,103 |
| | | | |
Interest expense | | 138 | | 1,477 |
| | | | |
Net Loss | $ | (16,561) | $ | (11,580) |
| | | | |
| | | | |
Basic and diluted net loss | | | | |
per common share | $ | (0.00) | $ | (0.00) |
| | | | |
Weighted average common | | | | |
shares outstanding | | 6,165,073 | | 3,942,844 |
See accompanying notes to unaudited financial statements.
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UNITED RESTAURANT MANAGEMENT, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2009 and 2008
(Unaudited)
| | | | |
| | Three Months Ended March 31, |
| | 2009 | | 2008 |
| | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | |
Net loss | $ | (16,561) | $ | (11,580) |
Adjustments to reconcile net loss | | | | |
to cash used in operating activities: | | | | |
Changes in: | | | | |
Accounts payable | | 5,124 | | 3,670 |
Accrued interest | | 138 | | - |
| | | | |
NET CASH USED IN OPERATING ACTIVITIES | | (11,299) | | (11,111) |
| | | | |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
Proceeds from notes payable to related parties | | 10,600 | | - |
| | | | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | 10,600 | | - |
| | | | |
| | | | |
NET CHANGE IN CASH | | (699) | | - |
| | | | |
CASH AT BEGINNING OF PERIOD | | 708 | | - |
| | | | |
CASH AT END OF PERIOD | $ | 9 | $ | - |
| | | | |
| | | | |
Supplemental Disclosures | | | | |
Interest paid | $ | - | $ | - |
Income taxes paid | $ | - | $ | - |
See accompanying notes to unaudited financial statements.
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UNITED RESTAURANT MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of United Restaurant Management, Inc., a Delaware corporation (“URM”), 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 (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in URM’s 2008 Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary in order to make the financial statements not misleading have been made. 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 contained in the audited financial statements for the most recent fiscal year 2008 as repo rted in Form 10-K, have been omitted.
NOTE 2- GOING CONCERN
As shown in the accompanying financial statements, URM has incurred recurring net losses. These conditions raise substantial doubt as to URM’s ability to continue as a going concern. Management is trying to acquire or be acquired by an operating entity which would provide operating capital for the company. In addition, URM may attempt to raise interim capital through sales of URM common stock as well as seeking financing from third parties. The financial statements do not include any adjustments that might be necessary if URM is unable to continue as a going concern.
NOTE 3- RELATED PARTY TRANSACTION
In March 2009, Lorikeet, Inc. which is 100% owned by Steven L. White, our sole officer and Director, advanced the company $5,600 at 8% interest per annum due September 1, 2009. Accrued interest on the advance totaled $102 at March 31, 2009.
In March 2009, 1st Orion Corp., a shareholder of the Company, advanced the Company $5,000 at 8% interest per annum due September 29, 2009. Accrued interest on the advance totaled $36 at March 31, 2009.
NOTE 4- STOCK SPLIT
On March 25, 2009, shareholders owning or holding voting control of an aggregate of 4,053,200 shares, or approximately 66% of the total outstanding shares on such date, approved an amendment to the Company’s Certificate of Incorporation to effect a 1-for-9 reverse split of our outstanding shares of common stock. The reverse split became effective on April 30, 2009.
All share and per share amounts have been restated to reflect the effect of the stock splits as if the split had occurred on the first day of the first period presented.
NOTE 5- SUBSEQUENT EVENT
In April 2009, Lorikeet, Inc. which is 100% owned by Steven L. White, our sole officer and Director, advanced the company a total of $7,500.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CERTAIN STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-Q (THIS "FORM 10-Q"), CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL, OF SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD", OR "ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF UNITED RESTAURANT MANAGEMENT, INC. ("THE COMPANY", "WE", "US" OR "OUR") TO B E MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-Q, UNLESS ANOTHER DATE IS STATED, ARE TO MARCH 31, 2009.
OVERVIEW
Prior to October 2003, we manufactured, marketed, sold and distributed a family of hardware and software products used to test and troubleshoot components on printed circuit boards. Since approximately October 2003, we effectively ceased all of our business operations and have not generated any revenues since that time.
On April 4, 2008, Carey Birmingham, our sole officer and director at the time, entered into an agreement with Steven L. White (the “April 2008 Agreement”), which agreement closed April 22, 2008. Pursuant to the April 2008 Agreement, we sold 20,000,000 shares of our common stock to Mr. White for $20,000. Additionally, Mr. Birmingham resigned as our sole officer and director and Mr. White accepted appointment as the sole officer and director. Also pursuant to the April 2008 Agreement, Mr. Birmingham sold 16,000,000 shares of his common stock for $50,000 and agreed to sell an additional 16,000,000 shares for an additional $200,000. If these remaining shares are not purchased, all of the shares sold by Mr. Birmingham will be returned to him and the April 2008 Agreement will be rescinded. In such event, Mr. Birmingham will retain the initial $50,000 paid to him.
On March 25, 2009, Steven L. White and Carey G. Birmingham, shareholders owning or holding voting control of an aggregate of 36,478,800 shares, or approximately 66% of the total outstanding shares on such date, approved an amendment to the Company’s Certificate of Incorporation to effect a 1-for-9 reverse split of our outstanding shares of common stock. The purpose of the reverse stock split is to attract potential operating businesses. The reverse split became effective on April 30, 2009 (the “Effective Date”). The effects of the reverse stock split are retroactively affected throughout this 10-Q.
As shown in the accompanying financial statements, URM has incurred recurring net losses. These conditions raise substantial doubt as to URM’s ability to continue as a going concern. Management is trying to acquire or be acquired by an operating entity which would provide operating capital for the company. In addition, URM may attempt to raise interim capital through sales of URM common stock as well as seeking financing from third parties. The financial statements do not include any adjustments that might be necessary if URM is unable to continue as a going concern.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2009 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2008
We had no revenue for the three months ended March 31, 2009 or the three months ended March 31, 2008, and have not had any revenues or operations since approximately October 2003.
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We had total general and administrative expenses for the three months ended March 31, 2009 of $16,423, compared to total general and administrative expenses for the three months ended March 31, 2008 of $10,103, an increase of $6,320 or 38.5% from the prior period. Our general and administrative expenses were higher during the three months ended March 31, 2009, compared to the three months ended March 31, 2008, due to increased professional fees in connection with filing our annual report.
We had interest expense of $138 for the three months ended March 31, 2009, compared to interest expense of $1,477 for the three months ended March 31, 2008, a decrease in interest expense of $1,339 from the prior period. The decrease in interest expense for the three months ended March 31, 2009, compared to the three months ended March 31, 2008 was in connection with the forgiveness of the outstanding line of credit which was owed to Mr. Birmingham, our former officer and Director in connection with an April 2008 Agreement. The forgiveness decreased our total interest bearing liabilities for the three months ended March 31, 2009, compared to the three months ended March 31, 2008.
We had a net loss of $16,561 for the three months ended March 31, 2009 compared to a net loss of $11,580 for the three months ended March 31, 2008, an increase in net loss of $4,981 or 30% from the prior period. Our net loss increased for the three months ended March 31, 2009 compared to the three months ended March 31, 2008 mainly due to the increase in professional fees discussed above.
LIQUIDITY AND CAPITAL RESOURCES
We had total assets of $9, which consisted of cash, as of March 31, 2009.
We have $34,035 in liabilities as of March 31, 2009, which consisted of accounts payable of $18,175 and notes payable of $15,600 with accrued interest of $260.
We had negative working capital of $34,026 and a total accumulated deficit of $2,177,088 as of March 31, 2009.
We had net cash used in operating activities for the three months ended March 31, 2009 of $11,299, which was due to $16,561 of net loss offset by $5,124 of accounts payable, and an a offset of $138 in accrued interest.
We had net cash provided by financing activities for the three months ended March 31, 2009 of $10,600, from the issuances of promissory notes.
We currently plan to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation and, to a lesser extent, that desires to employ our funds in its business. Our principal business objective for the next twelve months and beyond, will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
We do not currently have any commitments from any shareholders or from Mr. White to provide us with financing in the future. However, in April 2009, Lorikeet, Inc. which is 100% owned by Steven L. White, our sole officer and Director, advanced the company a total of $7,500. Mr. White has made a verbal commitment to raise cash through loans or shareholder advances to meet the Company’s ongoing needs for the next year.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
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ITEM 4T. CONTROLS AND PROCEDURES
(a)
Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regard ing required disclosure due to a material weakness. The material weakness relates to the monitoring and review of work performed by our Chief Executive Officer, who also acts as our Chief Financial Officer in the preparation of financial statements, footnotes and financial data provided to the Company’s registered public accounting firm in connection with their work. All of our financial reporting is carried out by our CEO/CFO, and we do not have an audit committee. This lack of accounting staff results in a lack of segregation of duties and accounting technical expertise necessary for an effective system of internal control.
(b)
Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 25, 2009, our board of directors and our principal shareholder, Steven L. White, approved a 1-for-9 reverse stock split of our outstanding shares. The reverse stock split was effective on April 30, 2009, for all shares outstanding on March 25, 2009. The reverse stock split was approved by written consent of Mr. White who owned approximately 66% of the outstanding shares on the record date for the vote. No meeting of shareholders was held. Notice of the action by the majority shareholder was sent to the other shareholders on or about March 25, 2009.
The certificate of amendment filed with the State of Delaware to reflect this reverse stock split mistakenly stated the authorized number of common shares as 20,000,000 and the number of authorized preferred shares as 5,000,000. A certificate of correction was filed to correct the number of authorized common shares of 100,000,000 and preferred shares of 10,000,000. A corrected copy of the Certificate of Incorporation is included as an exhibit to this report.
ITEM 6. EXHIBITS
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3.1 | Certificate of Incorporation |
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31 | Chief Executive Officer and Principal Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32 | Chief Executive Officer and Principal Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| UNITED RESTAURANT MANAGEMENT, INC. |
| |
DATED: April 30, 2009 | By:/s/ Steven L. White |
| Steven L. White, President |
| (Chief Executive Officer and |
| Principal Financial Officer) |
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