arrange for additional funding beyond this amount. We do not have any commitments for such additional funding. We expect to raise additional working capital through offerings of our common stock or through loans. There is no guaranty that we will be able to arrange for equity financings or obtain loans on favorable terms or on any terms at all. If we are not able to raise additional working capital, our ability to expand and raise revenue will be harmed. In addition, our inability to raise additional working capital may force to go out of business in which case you will lose your entire investment.
Our business is dependent upon our current officers and directors and, in particular our president and director, Christopher Jon Doran, who is also the star of our first proposed music album and who contributes all of our working capital. Brad Doran, who is also one of our directors, is our Director of Production. If either of these officers or directors, and especially Mr. Christopher Doran, leave office or resign, there will be no management to run our business. In addition, if Mr. Christopher Doran resigns we will likely discontinue our proposed business plan and go out of business and you will lose your entire investment.
We have nominal assets and no current operations with which to create operating capital. We seek to raise operating capital to produce and promote an album. We must raise a minimum of $120,000 to cover our initial start-up expenses and offering costs and to provide limited working capital to fund our operating costs for an initial 12-month period. Under our current business plan, we will probably not sell enough CDs for us to make a profit on our initial production. However if we do not generate sufficient revenues after we complete production of the album we may not be able to operate profitably and if this happens we may have to cease operations beyond this initial period. If we cease operations you will lose your entire investment.
The recording industry is highly competitive with respect to price, quality, distribution, promotion, and there are many well-established competitors. Certain factors, such as substantial price discounting, control by larger companies in the industry and the availability of quality music online for minimal or no cost may adversely affect the music production industry in general and us in particular. We will compete with a large number of established companies and artists in the industry. Most of the potential competitors which produce albums have financial resources superior to ours, so there can be no assurance that our projected income will not be affected by our competition. Given our high costs of production, we will not be able to offer our product at similar prices to our larger competitors. If we are unable to compete we will go out of business and you will lose your entire investment.
If any other performers are involved in the production of our CD they may have intellectual property rights to the musical content on the CD. If this is the case, these other artists may be entitled to a portion of the revenues derived from sales of our CD which will decrease the revenues we receive and may limit or prevent us from making a profit from the sale of our CD.
As of January 31, 2005 we had assets of $27. If we do not receive additional funding by way of a private placement or loan we will not be able to meet our expenses as they come due and we will be forced to go out of business prior to the closing of the offering. Given our weak financial position, it may make it difficult for us going forward to complete our business plan even if we raise the minimum offering.
19
12. We lack a specific business plan for events subsequent to the production, sales and tour of the CD and as such it is possible that we will not produce further albums and we may not continue as a production company. If we do not continue as a production company we will likely go out of business.
We lack a specific business plan for events subsequent to the production, sales and tour of the CD. Without a specific business plan we may not be able to produce further albums and will not continue as a production company. If we do not continue as a production company and do not receive adequate revenue from Christopher Doran’s CD we will likely go out of business and dissolve.
Plan of Operations - Next 12 Months
We intend to be a start-up music producing company. We intend to complete our current offering pursuant to an SB2 registration statement declared effective on February 22, 2005 to raise money to pursue our business plan to produce an album featuring the accomplished Tenor vocalist Christopher Jon Doran. We anticipate we will require at least $120,000 for the 12 months ending January 31, 2006. We intend to finance our proposed business activities via our current offering pursuant to an SB2 registration statement declared effective on February 22, 2005. Our current offering has a minimum of $120,000 and a maximum of $300,000.
Financial Condition, Liquidity and Capital Resources
Our principal capital resources have been through issuance of common stock, shareholder loans and borrowing.
At January 31, 2005, there was a working capital of ($10,202) compared to a working capital of ($1,973) at January 31, 2004.
At January 31, 2005, our total assets were $27, which consisted only of cash.
At January 31, 2005, our total current liabilities increased to $10,229 from $2,000 at January 31, 2004.
We posted losses of $1,400 for the three months ending January 31, 2005 and $12,302 since inception to January 31, 2005. For the six months ending January 31, 2005 we posted losses of $5,500. For the three months ended January 31, 2004 we incurred expenditures of $1,400. The principal components of the losses since inception through January 31, 2005 were administrative expenses of $10,229.
Operating expenses for the three months ending January 31, 2005 were $1,400. Operating expenses for the three months ending January 31, 2004, which were NIL. Operating expenses for the six months ending January 31, 2005 were $5,500. Operating expenses since inception to January 31, 2005 were $10,902.
At January 31, 2005, we had cash on hand of $27.
Mr. Christopher Doran intends to advance small loans to us to be used for organizational and start-up costs and operating capital until our current offering pursuant to an SB2 registration statement declared effective on February 22, 2005 is completed. The loans will not bear interest and have not been advanced as of the date hereof. There will be no documents reflecting the loans and the loans will not be due on a specific date. Mr. Doran will accept repayment from us when money is available. We plan to repay the loans from the proceeds of the offering. To date, Mr. Christopher Doran has lent us a total of $8,829.
20
Going Concern
We have historically incurred losses, and through January 31, 2005 we have incurred losses of $10,229 from our inception. Because of these historical losses, we will require additional working capital to develop our business operations. We intend to raise additional working capital through the sale of a minimum of 800,000 shares and up to a maximum of 2,000,000 common shares pursuant to our SB2 registration statement, declared effective on February 22, 2005 and then later through private placements, additional public offerings and/or bank financing.
The continuation of our business is dependent upon obtaining further financing and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current or future stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
There are no assurances that we will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available we may not increase our operations.
These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our unaudited financial statements and accompanying notes have been prepared in conformity with generally accepted accounting principles in the United States of America for interim financial statements. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.
Item 3. Controls and Procedures.
As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report, being January 31, 2005. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s president and chief executive officer. Based upon that evaluation, our company’s president and chief executive officer concluded that our company’s disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no significant changes in our company’s internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company’s reports filed or submitted 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 in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our company’s president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure.
21
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
22
Item 6. Exhibits.
Exhibits required by Item 601 of Regulation S-B
Exhibit Number | Description |
3.1 | Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on March 10, 2004). |
3.2 | By-laws (incorporated by reference from our Registration Statement on Form SB-2, filed on March 10, 2004). |
4.1 | Specimen Stock Certificate (incorporated by reference from our Registration Statement on Form SB-2, filed on March 10, 2004). |
10.1.1 | Music Artist Agreement dated September 1, 2003 (incorporated by reference from our Registration Statement on Form SB-2/A, filed April 22, 2004). |
10.1.5 | Escrow Agreement dated February 10, 2005 (incorporated by reference from our Registration Statement on Form SB-2/A, filed on February 10, 2005). |
31.1 | Section 302 Certification |
31.2 | Section 302 Certification |
32.1 | Section 906 Certification |
23
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DORANETTI MUSIC INC. |
Date: March 11, 2005 | /s/ Christopher Doran |
Christopher Doran, President and CEO (Principal Executive Officer) and CFO (Principal Accounting Officer) and Director |
Date: March 11, 2005 | /s/ Brad Doran |
Brad Doran, Secretary and Director |