UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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, 2009
OR
|_| 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 |_|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_|
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 June 30, 2009, there were outstanding 8,000,000 shares of the Registrant's Common Stock, $.001 par value.
Transitional Small Business Disclosure Format: Yes |_| No |X|
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
| | June 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 | | $ | 45,905 | | | $ | 24,047 | |
Officers advances | | | 0 | | | | 0 | |
| | | | | | | | |
Total current liabilities | | $ | 45,905 | | | $ | 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 | | | (158,762 | ) | | | (128,904 | ) |
| | | | | | | | |
Total stockholders’ deficit | | $ | (45,905 | ) | | $ | (24,047 | ) |
| | | | | | | | |
Total liabilities and | | | | | | | | |
stockholders’ deficit | | $ | 0 | | | $ | 0 | |
| | | | | | | | |
See Accompanying Notes to Financial Statements.
SUNNYSIDE ACRES MOBILE ESTATES
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(UNAUDITED)
| | | | | | | | | | | | | Nov. 2, 1992 | |
| Three Months Ended | | | Six Months Ended | | | (inception) to | |
| June 30, | | | June 30, | | | June 30, | | | June 30, | | | June 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 | | 24,358 | | | | 17,198 | | | | 29,858 | | | | 36,049 | | | | 158,762 | |
Operating loss | $ | (24,358 | ) | | $ | (17,198 | ) | | $ | (29,858 | ) | | $ | (36,049 | ) | | $ | (158,762 | ) |
| | | | | | | | | | | | | | | | | | | |
Nonoperating income (expense) | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | | | | |
Net loss | $ | (24,358 | ) | | $ | (17,198 | ) | | $ | (29,858 | ) | | $ | (36,049 | ) | | $ | (158,762 | ) |
| | | | | | | | | | | | | | | | | | | |
Net loss per share, basic | | | | | | | | | | | | | | | | | | | |
and diluted | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | | | |
| | | | | | | | | | | | | | | | | | | |
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.
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 | | | 2,200,000 | | | $ | 2,200 | | | $ | 19,800 | | | $ | 0 | | | $ | 22,000 | |
Net loss, December 31, 1992 | | | | | | | | | | | | | | | (340 | ) | | | (340 | ) |
Balance, December 31, 1992 | | | 2,200,000 | | | $ | 2,200 | | | $ | 19,800 | | | $ | (340 | ) | | $ | 21,660 | |
Net loss, December 31, 1993 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 1993 | | | 2,200,000 | | | $ | 2,200 | | | $ | 19,800 | | | $ | (425 | ) | | $ | 21,575 | |
Net loss, December 31, 1994 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 1994 | | | 2,200,000 | | | $ | 2,200 | | | $ | 19,800 | | | $ | (510 | ) | | $ | 21,490 | |
Net loss, December 31, 1995 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 1995 | | | 2,200,000 | | | $ | 2,200 | | | $ | 19,800 | | | $ | (595 | ) | | $ | 21,405 | |
Net loss, December 31, 1996 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 1996 | | | 2,200,000 | | | $ | 2,200 | | | $ | 19,800 | | | $ | (680 | ) | | $ | 21,320 | |
Net loss, December 31, 1997 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 1997 | | | 2,200,000 | | | $ | 2,200 | | | $ | 19,800 | | | $ | (765 | ) | | $ | 21235 | |
Net loss, December 31, 1998 | | | | | | | | | | | | | | | (225 | ) | | | (225 | ) |
Balance, December 31, 1998 | | | 2,200,000 | | | $ | 2,200 | | | $ | 19,800 | | | $ | (990 | ) | | $ | 21,010 | |
Net loss, December 31, 1999 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 1999 | | | 2,200,000 | | | $ | 2,200 | | | $ | 19,800 | | | $ | (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 | | | 2,200,000 | | | $ | 2,200 | | | $ | 19,800 | | | $ | (22,000 | ) | | $ | 0 | |
Net loss, December 31, 2001 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 2001 | | | 2,200,000 | | | $ | 2,200 | | | $ | 19,800 | | | $ | (22,085 | ) | | $ | (85 | ) |
Net loss, December 31, 2002 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 2002 | | | 2,200,000 | | | $ | 2,200 | | | $ | 19,800 | | | $ | (22,170 | ) | | $ | (170 | ) |
Net loss, December 31, 2003 | | | | | | | | | | | | | | | (85 | ) | | | (85 | ) |
Balance, December 31, 2003 | | | 2,200,000 | | | $ | 2,200 | | | $ | 19,800 | | | $ | (22,225 | ) | | $ | (225 | ) |
Net loss, December 31, 2004 | | | | | | | | | | | | | | | (545 | ) | | | (545 | ) |
Balance, December 31, 2004 | | | 2,200,000 | | | $ | 2,200 | | | $ | 19,800 | | | $ | (22,800 | ) | | $ | (800 | ) |
Net loss, December 31, 2005 | | | | | | | | | | | | | | | (200 | ) | | | (200 | ) |
Balance, December 31, 2005 | | | 2,200,000 | | | $ | 2,200 | | | $ | 19,800 | | | $ | (23,000 | ) | | $ | (1,000 | ) |
Net loss, December 31, 2006 | | | | | | | | | | | | | | | (4,001 | ) | | | (4,001 | ) |
Balance, December 31, 2006 | | | 2,200,000 | | | $ | 2,200 | | | $ | 19,800 | | | $ | (27,001 | ) | | $ | (5,001 | ) |
October 10, 2007, forward | | | | | | | | | | | | | | | | | | | | |
stock split 8:1 | | | 17,600,000 | | | | 17,600 | | | | (17,600 | ) | | | 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.
SUNNYSIDE ACRES MOBILE ESTATES
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS’ DEFICIT (CONTINUED)
(UNAUDITED)
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | Additional | | | | | | | |
| | Common Stock | | | Paid-In | | | | | | | |
| | Shares | | | Amount | | | Capital | | | | | | 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 | | | | 8,000 | | | | 0 | | | | 8,000 | |
Net loss, June 30, 2009 | | | | | | | | | | | | | | | (29,858 | ) | | | (29,858 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, June 30, 2009 | | | 8,000,000 | | | $ | 8,000 | | | $ | 104,857 | | | $ | (158,762 | ) | | $ | (45,905 | ) |
See Accompanying Notes to Financial Statements.
SUNNYSIDE ACRES MOBILE ESTATES
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | | | | | | | Nov. 2, 1992 | |
| | Six Months Ended | | | (inception) to | |
| | June 30, | | | June 30, | | | June 30, | |
| | 2009 | | | 2008 | | | 2009 | |
Cash Flows From | | | | | | | | | |
Operating Activities | | | | | | | | | |
Net loss | | $ | (29,858 | ) | | $ | (36,049 | ) | | $ | (158,762 | ) |
Adjustments to reconcile net loss | | | | | | | | | | | | |
to cash used in operating activities: | | | | | | | | | | | | |
Changes in assets and liabilities | | | | | | | | | | | | |
Increase (decrease) in accounts payable | | | 21,858 | | | | 18,851 | | | | 45,905 | |
| | | | | | | | | | | | |
Net cash used in | | | | | | | | | | | | |
operating activities | | $ | (8,000 | ) | | $ | (0 | ) | | $ | (112,857 | ) |
| | | | | | | | | | | | |
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 | | | 8,000 | | | | 0 | | | | 78,574 | |
| | | | | | | | | | | | |
Net cash provided by | | | | | | | | | | | | |
financing activities | | $ | 8,000 | | | $ | 0 | | | $ | 112,857 | |
| | | | | | | | | | | | |
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 | | $ | 0 | | | $ | 0 | | | $ | 12,283 | |
See Accompanying Notes to Financial Statements.
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.
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 June 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.
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 April 2009, the FASB issued FASB Staff Position 107-1 and Accounting Principles Board 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” (“FSP 107-1”). FSP 107-1 amends SFAS No. 107, “Disclosures About Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. FSP 107-1 also amends APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in summarized financial information at interim reporting periods. FSP 107-1 is effective for interim reporting periods ending after June 15, 2009. FSP107-1 does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this FSP requires comparative disclosures only for periods ending after initial adoption. The Company adopted FSP 107-1 in the second quarter of 2009. FSP 107-1 did not have a material impact on the financial statements.
In April 2009, the FASB issued FASB Staff Positions 115-2 and 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP 115-2 and 124-2”). FSP 115-2 and 124-2 amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. FSP 115-2 and 124-2 does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The Company adopted FSP 115-2 and 124-2 in the second quarter of 2009. FSP 115-2 and 124-2 did not have a material impact on the financial statements.
SUNNYSIDE ACRES MOBILE ESTATES
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Nature of Business and Significant Accounting Policies (continued)
In April 2009, the FASB issued FASB Staff Position 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” (“FSP 157-4”). FSP 157-4 provides additional guidance for estimating fair value in accordance with SFAS No. 157, “Fair Value Measurements,” when the volume and level of activity for the asset or liability have significantly decreased. FSP 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 is effective for interim and annual reporting periods ending after June 15, 2009. The Company adopted FSP 157-4 in the second quarter of 2009. FSP 107-1 did not have a material impact on the financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events,” (“SFAS No. 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 applies to both interim financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 does not have a material impact on our financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not expect that the adoption of SFAS 166 will have a material impact on the consolidated financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 166 will have a material impact on the consolidated financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,” (“SFAS 168”). SFAS 168 replaces FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles”, and establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company will begin to use the new
SUNNYSIDE ACRES MOBILE ESTATES
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Nature of Business and Significant Accounting Policies (continued)
Codification when referring to GAAP in its annual report on Form 10-K for the fiscal year ending January 3, 2010. This will not have an impact on the consolidated results of the Company.
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.
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.
SUNNYSIDE ACRES MOBILE ESTATES
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 2. Stockholders’ Equity
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 six months ended June 30, 2009 and 2008. As of June 30, 2009 and 2008, the Company had no dilutive potential common shares.
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 $78,574 from November 1, 2007 through June 30, 2009, for expenses of the Company. The officer does not request reimbursement of these advances and the Company treated the $78,574 as additional paid-in capital.
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008. The matters discussed herein contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which involve risks and uncertainties. All statements other than statements of historical information provided herein may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes", "anticipates", "plans", "expects" and similar expressions are intended to identify forward-looking statements. Factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, those discussed under the heading "Risk Factors" and elsewhere in this report and the risks discussed in our other filings with the SEC. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis, judgment, belief or expectation only as of the date hereof. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
As used in this Quarterly Report, references to "our company," "Company," "we" or "us" refers to Sunnyside Acres Mobile Estates, unless otherwise specifically stated or the context requires otherwise. All share and per share information in this Quarterly Report gives effect to an 8-for-1 forward stock split of our common stock on September 27, 2007.
Plan of Operations
We were incorporated under Nevada law on November 2, 1992. At formation, we had intended to develop a park that would have mobile home trailers of high quality construction, and to form a subsidiary that would serve as the general partner of a limited partnership which was to be a developer and builder of one or more mobile home parks in Southern California.
Between November 2, 1992 and approximately March 31, 1993, we investigated certain business opportunities but did not commence any activities in connection with our development and building activities. As at December 31, 1993, all funds raised by the sale of shares in order to fulfill our initial objective had been expended and we, thereafter became dormant. From February 1, 1993 until the present, we were inactive and could be deemed to be a so-called "shell" company, whose only purpose at this time is to determine and implement a new business purpose.
We will attempt to acquire other assets or business operations that will maximize shareholder value. No specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or any transactions will be consummated.
We expect that we will need to raise funds in order to effectuate our business plan. We will seek to establish or acquire businesses or assets with funds raised either via the issuance of shares or debt. There can be no assurance that additional capital will be available to us. We may seek to raise the required capital by other means. We may have to issue debt or equity or enter into a strategic arrangement with a third party. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds will have a severe negative impact on our ability to remain a viable company. In pursuing the foregoing goals, we may seek to expand or change the composition of the Board or make changes to our current capital structure, including issuing additional shares or debt and adopting a stock option plan.
We have had no revenues from inception through June 30, 2009. We have a loss from inception through December 31, 2008 of $ (128,904) and from inception through June 30, 2009 of $ (158,762). We do not expect to generate any revenues over the next twelve months. Our principal business objective for the next 12 months will be to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders.
During the next 12 months we anticipate incurring costs related to filing of Exchange Act reports, and costs relating to consummating an acquisition. We believe we will be able to meet these costs through amounts, as necessary, to be loaned by or invested in us by our principal stockholder, management or other investors. We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company.
Financial Condition
Our auditor's going concern opinion for prior years ended and the notation in the financial statements indicate that we do not have significant cash or other material assets and that we are relying on advances from stockholders, officers and directors to meet limited operating expenses. We do not have sufficient cash or other material assets nor do we have sufficient operations or an established source of revenue to cover our operational costs that would allow us to continue as a going concern.
Since we have had no operating history nor any revenues or earnings from operations, with no significant assets or financial resources, we will in all likelihood sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss which will increase continuously until we can consummate a business combination with a profitable business opportunity and consummate such a business combination.
We are dependent upon our principal stockholder and officer to meet any de minimis costs that we may incur.
Liquidity and Capital Resources
As of December 31, 2008, we had no assets and a working capital deficit and stockholders' deficit of $(24,047). As of June 30, 2009, we had no assets and a working capital deficit and stockholders' deficit of $ (45,905). Our officer has advanced funds totaling $78,574 for expenses from November 1, 2007 through June 30, 2009. The officer does not request reimbursement of these advances and we have treated the $78,574 as additional paid-in capital. The capital requirements relating to implementation of our business plan will be significant.
Management plans to rely on the proceeds from new debt or equity financing and the sale of shares held by it to finance its ongoing operations. During the next twelve months, we intend to continue to seek additional capital in order to meet our cash flow and working capital. There is no assurance that we will be successful in achieving any such financing or raise sufficient capital to fund our operations and further development. We cannot assure you that financing will be available to us on commercially reasonable terms, if at all. If we are not successful in sourcing significant additional capital in the near future, we will be required to significantly curtail or cease ongoing operations and consider alternatives that would have a material adverse affect on our business, results of operations and financial condition.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies and Estimates
We prepare our financial statements in accordance with accounting principles generally accepted in the United States, and make estimates and assumptions that affect our reported amounts of assets, liabilities, revenue and expenses. We base our estimates on historical experience and other assumptions that we believe are reasonable in the circumstances. Actual results may differ from these estimates.
The following critical accounting policies affect our more significant estimates and assumptions used in preparing our consolidated financial statements.
Our financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. If we were not to continue as a going concern, we would likely not be able to realize on our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of our financial statements. There can be no assurances that we will be successful in generating additional cash from equity or other sources to be used for operations. Our financial statements do not include any adjustments to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.
Going Concern
The nature of our financial status makes us lack the characteristics of a going concern. This is because the company, due to its financial condition, may have to seek loans or the sale of its securities to raise cash to meet its cash needs. We have no revenue and no cash. The level of current operations does not sustain our expenses and we have no commitments for obtaining additional capital. These factors, among others, raise substantial doubt about its ability to continue as a going concern.
Recent Accounting Pronouncements
In April 2009, the FASB issued FASB Staff Position 107-1 and Accounting Principles Board 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” (“FSP 107-1”). FSP 107-1 amends SFAS No. 107, “Disclosures About Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. FSP 107-1 also amends APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in summarized financial information at interim reporting periods. FSP 107-1 is effective for interim reporting periods ending after June 15, 2009. FSP107-1 does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this FSP requires comparative disclosures only for periods ending after initial adoption. The Company adopted FSP 107-1 in the second quarter of 2009. FSP 107-1 did not have a material impact on the financial statements.
In April 2009, the FASB issued FASB Staff Positions 115-2 and 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP 115-2 and 124-2”). FSP 115-2 and 124-2 amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. FSP 115-2 and 124-2 does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The Company adopted FSP 115-2 and 124-2 in the second quarter of 2009. FSP 115-2 and 124-2 did not have a material impact on the financial statements.
In April 2009, the FASB issued FASB Staff Position 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” (“FSP 157-4”). FSP 157-4 provides additional guidance for estimating fair value in accordance with SFAS No. 157, “Fair Value Measurements,” when the volume and level of activity for the asset or liability have significantly decreased. FSP 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 is effective for interim and annual reporting periods ending after June 15, 2009. The Company adopted FSP 157-4 in the second quarter of 2009. FSP 107-1 did not have a material impact on the financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events,” (“SFAS No. 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 applies to both interim financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 does not have a material impact on our financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not expect that the adoption of SFAS 166 will have a material impact on the consolidated financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 166 will have a material impact on the consolidated financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,” (“SFAS 168”). SFAS 168 replaces FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles”, and establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its annual report on Form 10-K for the fiscal year ending January 3, 2010. This will not have an impact on the consolidated results of the Company.
Not applicable to small reporting companies.
ITEM 4. EVALUATION OF DISCLOSURE ON 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 disclosure.
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 effective.
(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.
OTHER INFORMATION
There have been no material changes in the risk factors previously disclosed in the Registrant's Form 10-K for the fiscal year ended December 31, 2008.
ITEM 6 - EXHIBITS
The following exhibits are filed with this report:
31.1 | Rule 13a-14(a)/15d-14(a) - Certification of Chief Executiveand Financial Officer. |
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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 report to be signed on its behalf by the undersigned thereunto duly authorized.
| SUNNYSIDE ACRES MOBILE ESTATES | |
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Dated: August 14, 2009 | By: | /s/ Hui Peng Cheng | |
| | Hui Peng Cheng | |
| | President | |
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