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, 2009
OR
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION FROM _______ TO ________.
COMMISSION FILE NUMBER: 000-52224
SUNNYSIDE ACRES MOBILE ESTATES
(Exact Name of Issuer as Specified in its Charter)
NEVADA | | 88-0409166 |
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification No.) |
|
P.O. Box 031-088, Shennan Zhong Road, | | |
Shenzhen City, P.R. China 518031 | | n/a |
(Address of principal executive offices) | | (Zip code) |
Issuer's telephone number: 011-86-21-61050200
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 o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
State the number of shares outstanding of each of the issuer's classes of common equity, for the period covered by this report and as at the latest practicable date:
At September 30, 2009, there were outstanding 8,000,000 shares of the Registrant's Common Stock, $.001 par value.
Transitional Small Business Disclosure Format: Yes o No x
Explanatory Note
This amendment, which is being filed in response to comments received from the staff of the Securities and Exchange Commission, amends the financial statements of the registrant in Part I, Item 1, Part I, Item 4A (T) (“Controls and Procedures”) and Part II, Item 6 (“Financial Statements and Exhibits”).
PART I |
|
FINANCIAL INFORMATION |
ITEM 1. FINANCIAL STATEMENTS |
SUNNYSIDE ACRES MOBILE ESTATES |
(A Development Stage Enterprise) |
|
CONTENTS |
FINANCIAL STATEMENTS | | |
Balance Sheets | | F-1 |
Statements of Operations | | F-2 |
Statements of Stockholders' Deficit | | F-3 |
Statements of Cash Flows | | F-5 |
Notes to Financial Statements | | F-6 |
SUNNYSIDE ACRES MOBILE ESTATES | |
(A Development Stage Enterprise) | |
BALANCE SHEETS | |
| |
| | September 30, | | | | |
| | 2009 | | | December 31, | |
| | (Unaudited) | | | 2008 | |
| |
ASSETS | | | | | | |
| |
CURRENT ASSETS | | $ | 0 | | | $ | 0 | |
| |
Total current assets | | $ | 0 | | | $ | 0 | |
| |
Total assets | | $ | 0 | | | $ | 0 | |
| |
| |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | |
Accounts payable | | $ | 4,841 | | | $ | 24,047 | |
Officers advances | | | 0 | | | | 0 | |
| |
Total current liabilities | | $ | 4,841 | | | $ | 24,047 | |
| |
STOCKHOLDERS’ DEFICIT | | | | | | | | |
Common stock: $0.001 par value; authorized 25,000,000 shares; issued and outstanding: 8,000,000 | | | 8,000 | | | | 8,000 | |
Additional paid-in capital | | | 104,857 | | | | 96,857 | |
Accumulated deficit during development stage | | | (161,837 | ) | | | (128,904 | ) |
| |
Total stockholders’ deficit | | $ | (4,841 | ) | | $ | (24,047 | ) |
| |
Total liabilities and stockholders’ deficit | | $ | 0 | | | $ | 0 | |
See Accompanying Notes to Financial Statements.
F-1
SUNNYSIDE ACRES MOBILE ESTATES | |
(A Development Stage Enterprise) | |
STATEMENTS OF OPERATIONS | |
(UNAUDITED) | |
| |
| | | | | | | | | | | | | | Nov. 2, 1992 | |
| | Three Months Ended | | | Nine Months Ended | | | (inception) to | |
| | September 30, | | | September 30, | | | September 30, | | | September 30, | | | September 30, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2009 | |
| |
Revenues | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| |
Cost of revenue | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| |
Gross profit | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| |
General, selling and administrative expenses | | | 3,075 | | | | 17,525 | | | | 32,933 | | | | 53,574 | | | | 161,837 | |
Operating loss | | $ | (3,075 | ) | | $ | (17,525 | ) | | $ | (32,933 | ) | | $ | (53,574 | ) | | $ | (161,837 | ) |
| |
Nonoperating income (expense) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| |
Net loss | | $ | (3,075 | ) | | $ | (17,525 | ) | | $ | (32,933 | ) | | $ | (53,574 | ) | | $ | (161,837 | ) |
| |
Net loss per share, basic and diluted | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.01 | ) | | | | |
| |
Average number of shares of common stock outstanding | | | 8,000,000 | | | | 8,000,000 | | | | 8,000,000 | | | | 8,000,000 | | | | | |
See Accompanying Notes to Financial Statements.
F-2
SUNNYSIDE ACRES MOBILE ESTATES(A Development Stage Enterprise)STATEMENTS OF STOCKHOLDERS’ DEFICIT(UNAUDITED) | |
| | | | | | | | | | | | |
| | | | | | | | | | | Accumulated | | | | |
| | | | | | | | | | | Deficit | | | | |
| | | | | | | | Additional | | | During | | | | |
| | Common Stock | | | Paid-In | | | Development | | | | |
| | Shares | | | Amount | | | Capital | | | Stage | | | Total | |
| | | | | | | | | | | (Restated) | | | | |
November 2, 1992, issue common stock | | | 19,800,000 | | | $ | 19,800 | | | $ | 2,200 | | | $ | 0 | | | $ | 22,000 | |
Net loss, December 31, 1992 | | | | | | | | | | | | | | | (340 | ) | | | (340 | ) |
Balance, December 31, 1992 | | | 19,800,000 | | | $ | 19,800 | | | $ | 2,200 | | | $ | (340 | ) | | $ | 21,660 | |
Net loss, December 31, 1993 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 1993 | | | 19,800,000 | | | $ | 19,800 | | | $ | 2,200 | | | $ | (425 | ) | | $ | 21,575 | |
Net loss, December 31, 1994 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 1994 | | | 19,800,000 | | | $ | 19,800 | | | $ | 2,200 | | | $ | (510 | ) | | $ | 21,490 | |
Net loss, December 31, 1995 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 1995 | | | 19,800,000 | | | $ | 19,800 | | | $ | 2,200 | | | $ | (595 | ) | | $ | 21,405 | |
Net loss, December 31, 1996 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 1996 | | | 19,800,000 | | | $ | 19,800 | | | $ | 2,200 | | | $ | (680 | ) | | $ | 21,320 | |
Net loss, December 31, 1997 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 1997 | | | 19,800,000 | | | $ | 19,800 | | | $ | 2,200 | | | $ | (765 | ) | | $ | 21235 | |
Net loss, December 31, 1998 | | | | | | | | | | | | | | | (225 | ) | | | (225 | ) |
Balance, December 31, 1998 | | | 19,800,000 | | | $ | 19,800 | | | $ | 2,200 | | | $ | (990 | ) | | $ | 21,010 | |
Net loss, December 31, 1999 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 1999 | | | 19,800,000 | | | $ | 19,800 | | | $ | 2,200 | | | $ | (1,075 | ) | | $ | 20,925 | ) |
Net loss, December 31, 2000 | | | | | | | | | | | | | | | (20,925 | ) | | | (20,925 | ) |
July 3, 2000, changed from no par value to $0.001 | | | | | | | | | | | | | | | | | | | | |
July 3, 2000, forward stock 1000:1 | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2000 | | | 19,800,000 | | | $ | 19,800 | | | $ | 2,200 | | | $ | (22,000 | ) | | $ | 0 | |
Net loss, December 31, 2001 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 2001 | | | 19,800,000 | | | $ | 19,800 | | | $ | 2,200 | | | $ | (22,085 | ) | | $ | (85 | ) |
Net loss, December 31, 2002 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 2002 | | | 19,800,000 | | | $ | 19,800 | | | $ | 2,200 | | | $ | (22,170 | ) | | $ | (170 | ) |
Net loss, December 31, 2003 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 2003 | | | 19,800,000 | | | $ | 19,800 | | | $ | 2,200 | | | $ | (22,225 | ) | | $ | (225 | ) |
Net loss, December 31, 2004 | | | | | | | | | | | | | | | (545 | ) | | | (545 | ) |
Balance, December 31, 2004 | | | 19,800,000 | | | $ | 19,800 | | | $ | 2,200 | | | $ | (22,800 | ) | | $ | (800 | ) |
Net loss, December 31, 2005 | | | | | | | | | | | | | | | (200 | ) | | | (200 | ) |
Balance, December 31, 2005 | | | 19,800,000 | | | $ | 19,800 | | | $ | 2,200 | | | $ | (23,000 | ) | | $ | (1,000 | ) |
Net loss, December 31, 2006 | | | | | | | | | | | | | | | (4,001 | ) | | | (4,001 | ) |
Balance, December 31, 2006 | | | 19,800,000 | | | $ | 19,800 | | | $ | 2,200 | | | $ | (27,001 | ) | | $ | (5,001 | ) |
October 10, 2007, forward stock split 8:1 | | | | | | | | | | | | | | | 0 | | | | 0 | |
October 31, 2007, cancellation of shares | | | (11,800,000 | ) | | | (11,800 | ) | | | 11,800 | | | | 0 | | | | 0 | |
Forgiveness of officer loans | | | 0 | | | | 0 | | | | 12,283 | | | | 0 | | | | 12,283 | |
Expenses paid by shareholder | | | 0 | | | | 0 | | | | 25,000 | | | | 0 | | | | 25,000 | |
Net loss, December 31, 2007 | | | | | | | | | | | | | | | (33,941 | ) | | | (33,941 | ) |
See Accompanying Notes to Financial Statements.
F-3
SUNNYSIDE ACRES MOBILE ESTATES
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS’ DEFICIT (CONTINUED)
(UNAUDITED)
| | | | | | | | | | | Accumulated | | | | |
| | | | | | | | | | | Deficit | | | | |
| | | | | | | | Additional | | | During | | | | |
| | Common Stock | | | Paid-In | | | Development | | | | |
| | Shares | | | Amount | | | Capital | | | Stage | | | Total | |
| | | | | | | | | | | (Restated) | | | | |
Balance, December 31, 2007 | | | 8,000,000 | | | $ | 8,000 | | | $ | 51,283 | | | $ | (60,942 | ) | | $ | (1,659 | ) |
Expenses paid by shareholder | | | 0 | | | | 0 | | | | 45,574 | | | | 0 | | | | 45,574 | |
Net loss, December 31, 2008 | | | | | | | | | | | | | | | (67,962 | ) | | | (67,962 | ) |
| |
Balance, December 31, 2008 | | | 8,000,000 | | | | 8,000 | | | | 96,857 | | | | (128,904 | ) | | | (24,047 | ) |
Expenses paid by shareholder | | | 0 | | | | 0 | | | | 52,139 | | | | 0 | | | | 52,139 | |
Net loss, September 30, 2009 | | | | | | | | | | | | | | | (32,933 | ) | | | (32,933 | ) |
| |
Balance, September 30, 2009 | | | 8,000,000 | | | $ | 8,000 | | | $ | 148,996 | | | $ | (161,837 | ) | | $ | (4,841 | ) |
See Accompanying Notes to Financial Statements.
F-4
SUNNYSIDE ACRES MOBILE ESTATES | |
(A Development Stage Enterprise) | |
STATEMENTS OF CASH FLOWS | |
(UNAUDITED) | |
| |
| | | | | | | | Nov. 2, 1992 | |
| | Nine Months Ended | | | (inception) to | |
| | September 30, | | | September 30, | | | September 30, | |
| | 2009 | | | 2008 | | | 2009 | |
Cash Flows From Operating Activities | | | | | | | | | |
Net loss | | $ | (32,933 | ) | | $ | (53,574 | ) | | $ | (161,837 | ) |
Adjustments to reconcile net loss to cash used in operating activities: | | | | | | | | | | | | |
Changes in assets and liabilities | | | | | | | | | | | | |
Increase (decrease) in accounts payable | | | (19,206 | ) | | | 16,500 | | | | 4,841 | |
| |
Net cash used in operating activities | | $ | (52,139 | ) | | $ | (37,074 | ) | | $ | (156,996 | ) |
| |
Cash Flows From Investing Activities | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| |
Cash Flows From Financing Activities | | | | | | | | | | | | |
Issuance of common stock | | $ | 0 | | | $ | 0 | | | $ | 22,000 | |
Increase in officer advances | | | 0 | | | | 0 | | | | 12,283 | |
Contributed capital | | | 52,139 | | | | 37,074 | | | | 122,713 | |
| |
Net cash provided by financing activities | | $ | 52,139 | | | $ | 37,074 | | | $ | 156,996 | |
| |
Net increase (decrease) in cash | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| |
Cash, beginning of period | | | 0 | | | | 0 | | | $ | 0 | |
| |
Cash, end of period | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| |
Supplemental Information and Non-monetary Transactions: | | | | | | | | | | | | |
| |
Interest paid | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| |
Taxes paid | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| |
Officer advances contributed to capital | | $ | 52,139 | | | $ | 37,074 | | | $ | 134,996 | |
See Accompanying Notes to Financial Statements.
F-5
SUNNYSIDE ACRES MOBILE ESTATES
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Nature of Business and Significant Accounting Policies
Nature of business:
Sunnyside Acres Mobile Estates (“Company”) was organized November 2, 1992 under the laws of the State of Nevada. The Company currently has no operations and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises,” is considered a Development Stage Enterprise.
On November 1, 2007, after the cancellation of shares described in Note 2, the controlling shareholders sold their remaining 15.63% of common shares in a private transaction, resulting in a change of control of the Company to Max Time Enterprise Limited.
The Company has evaluated subsequent events through November 11, 2009, the date these financial statements were issued.
A summary of the Company’s significant accounting policies is as follows:
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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of September 30, 2009 and December 31, 2008.
Income taxes
Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes.” Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by SFAS No. 109 to allow recognition of such an asset. See Note 5.
F-6
SUNNYSIDE ACRES MOBILE ESTATES
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Nature of Business and Significant Accounting Policies (continued)
Effective November 1, 2007, the Company adopted the Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109
(“FIN 48��). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The adoption of FIN 48 did not have a material impact on the Company’s financial position, results of operation or liquidity. The current Company policy classifies any interest recognized on an underpayment of income taxes as interest expense and classifies any statutory penalties recognized on a tax position taken as selling, general and administrative expense.
Share Based Expenses
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R "Share Based Payment." This statement is a revision to SFAS 123 and supersedes Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and amends FASB Statement No. 95, "Statement of Cash Flows." This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted SFAS No. 123R upon creation of the company and expenses share based costs in the period incurred.
Summary of New Accounting Pronouncements
In October 2009, the FASB approved for issuance Emerging Issues Task Force (“EITF”) issue 08-01, “Revenue Arrangements with Multiple Deliverables.” This statement provides principles for allocation of consideration among its multiple-elements, allowing more flexibility in identifying and accounting for separate deliverables under an arrangement. The EITF introduces an estimated selling price method for valuing the elements of a bundled arrangement if vendor-specific objective evidence or third-party evidence of selling price is not available, and significantly expands related disclosure requirements. This standard is effective on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Alternatively, adoption may be on a retrospective basis, and early application is permitted. The Company does not expect the adoption of this statement to have a material effect on its financial statements or disclosures.
In August 2009, the FASB issued Accounting Standards Update No. 2009-05, “Measuring Liabilities at Fair Value,” (“ASU 2009-05”). ASU 2009-05 updates ASC 820, “Fair Value Measurements,” and provides guidance on measuring the fair value of liabilities and is effective for the first interim or annual reporting period beginning after its issuance. The Company’s adoption of ASU 2009-05 did not have an effect on its disclosure of the fair value of its liabilities.
F-7
SUNNYSIDE ACRES MOBILE ESTATES
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Nature of Business and Significant Accounting Policies (continued)
On June 12, 2009 the FASB issued ASC 860 (formerly SFAS No. 166, “Accounting for Transfers of Financial Assets,”) ASC 860 revises SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and will require entities to provide more information about sales of securitized financial assets and similar transactions, particularly if the seller retains some risk to the assets, the FASB said. The statement eliminates the concept of a qualifying special-purpose entity, changes the requirements for the derecognition of financial assets, and calls upon sellers of the assets to make additional disclosures about them. ASC 860 will be effective at the start of the first fiscal year beginning after November 15, 2009, which will mean January 2010 for companies that are on calendar years.
On June 12, 2009, the FASB issued ASC 810 (formerly SFAS No. 167, “Amendments to FASB Interpretation (FIN) No. 46(R), “Consolidation of Variable Interest Entities,”) by altering how a company determines when an entity that is insufficiently capitalized or not controlled through voting should be consolidated, the FASB said. A company has to determine whether it should provide consolidated reporting of an entity based upon the entity's purpose and design and the parent company's ability to direct the entity's actions. ASC 810 will be effective at the start of the first fiscal year beginning after November 15, 2009, which will mean January 2010 for companies that are on calendar years.
In June 2009, the Financial Accounting Standards Board (“FASB”) issued ASC Statement No. 105, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“ASC 105”). ASC 105 will become the single source authoritative nongovernmental U.S. generally accepted accounting principles (“GAAP”), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force, and related accounting literature. ASC 105 reorganized the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant SEC guidance organized using the same topical structure in separate sections. The Company adopted ASC 105 for the financial statements ended September 30, 2009. The adoption of ASC 105 did not have an impact on the Company’s financial position or results of operations.
Going concern
The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have cash, or material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.
F-8
SUNNYSIDE ACRES MOBILE ESTATES
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 2. Stockholders’ Equity
Common stock
The authorized common stock of the Company consists of 25,000,000 shares with par value of $0.001. On November 2, 1992 the Company authorized and issued 22,000 shares of its no par value common stock in consideration of $22,000 in cash.
On July 3, 2000, the State of Nevada approved the Company’s restated Articles of Incorporation, which increased its capitalization from 2,500 common shares to 25,000,000 common shares. The no par value was changed to $0.001 per share.
On June 29, 2000, the Company’s shareholders approved a forward split of its common stock at one thousand shares for one share of the existing shares. The number of common stock shares outstanding increased from 22,000 to 2,200,000. Prior period information has been restated to reflect the stock split.
On October 10, 2007, the Company’s shareholders approved a forward split of its common stock at eight shares for one share of the existing shares. The number of common stock shares outstanding increased from 2,200,000 to 19,800,000. Prior period information has been restated to reflect the stock split.
On October 31, 2007, the Company’s former officers and directors agreed to cancel and return to the Company 11,800,000 shares of the Company’s common stock.
The Company has not authorized any preferred stock.
Net loss per common share
Net loss per share is calculated in accordance with SFAS No. 128, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.
Basic net loss per common share is based on the weighted average number of shares of common stock outstanding of 8,000,000 for the three and nine months ended September 30, 2009 and 2008. As of September 30, 2009 and 2008, the Company had no dilutive potential common shares.
F-9
SUNNYSIDE ACRES MOBILE ESTATES
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 3. Income Taxes
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Per Statement of Accounting Standard No. 109 – Accounting for Income Tax and FASB Interpretation No. 48 - Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No.109, when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry-forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry-forward period.
The net federal operating loss carry forward will expire between 2018 and 2028. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
Note 4. Related Party Transactions
The Company neither owns nor leases any real or personal property. The officer or resident agent of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officer and director for the Company is involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such person may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts.
Note 5. Warrants and Options
There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.
Note 6. Officers Advances
An officer of the Company has advanced funds totaling $122,713 from November 1, 2007 through September 30, 2009, for expenses of the Company. The officer does not request reimbursement of these advances and the Company treated the $122,713 as additional paid-in capital.
F-10
ITEM 4. CONTROLS AND PROCEDURES.
(a) Evaluation of Disclosure Controls and Procedures.
Our senior management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act") designed to ensure that the information required to be disclosed by us in the reports 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'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 disclosures.
We have evaluated the effectiveness of the design and operation of its disclosure controls and procedures under the supervision of and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer has concluded that our disclosure controls and procedures are not effective. In particular, deficiencies in the design and operation of internal controls over financial reporting, which may be considered to be “material weaknesses,” have prevented us from detecting the inappropriate application of U.S. generally accepted accounting practices standards.
We will continue to create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, we will enhance and test our year-end financial close process. Finally, we plan to designate individuals responsible for identifying reportable developments. We believe these actions will remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
(b) Changes in Internal Control Over Financial Reporting. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during our most recently completed fiscal quarter which is the subject of this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
There are inherent limitations in any system of internal control. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Further, the design of a control system must consider that resources are not unlimited and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgment in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.
ITEM 6 - EXHIBITS
The following exhibits are filed with this report:
| 31.1 | Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive and Financial Officer. |
| 32.1 | Section 1350 Certification - Chief Executive and Financial Officer. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | |
| SUNNYSIDE ACRES MOBILE ESTATES |
|
Dated: January 20, 2010 | By: | /s/ Hui Peng Cheng |
| | Hui Peng Cheng |
| | President |