| | UNITED STATES |
| | SECURITIES AND EXCHANGE COMMISSION |
| | Washington, D.C. 20549 |
|
| | FORM 10-QSB |
(Mark One) | | | | |
[X] | | QUARTERLY REPORT PURSUANT TO SECTION 13 |
| | OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
| | For the quarterly period ended March 31, 2008 |
|
| | | | OR |
|
[ ] | | TRANSITION REPORT PURSUANT TO SECTION 13 |
| | OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
| | For the transition period from | | to |
| Commission File Number333-119566
DYNAMIC ALERT LIMITED (Exact name of registrant as specified in its charter) |
Nevada State or other jurisdiction of incorporation or organization | 98-0430746 (I.R.S. Employer Identification No.) |
45563 RPO Sunnyside, Surrey, B.C. V4A 9N3 (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (604) 202-6747
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 __ NoX
Number of shares outstanding of the registrant’s class of common stock as of April 18, 2008: 80,000,000
Authorized share capital of the registrant: 250,000,000 common shares, and 10,000 preferred shares, par value of $0.001
The Company recognized $17,918 in revenue for the quarter ended March 31, 2008.
Transitional Small Business Disclosure Format: Yes No X
PART I - FINANCIAL INFORMATION |
| DYNAMIC ALERT LIMITED
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS |
| | Page |
Financial Statements: | | |
Interim Balance Sheets | | F-2 |
Interim Statements of Operations | | F-3 to F-4 |
Interim Statements of Cash Flows | | F-5 |
Interim Statement of Stockholders’ Equity | | F-6 |
Notes to Interim Financial Statements | | F-7 to F-8 |
F-1
DYNAMIC ALERT LIMITED |
(A Development Stage Company) |
|
|
|
| | | | March 31, 2008 | | June 30, 2007 |
| | | | (Unaudited) | | (See Note 1) |
|
ASSETS | | | | | | |
|
Current | | | | | | |
Cash | | $22,533 | | $ 34,491 |
Notes Receivable | | | | - | | 42,665 |
| |
| |
| |
|
Total Current Assets | | | | 22,533 | | 77,156 |
|
Office Equipment Costs, net of depreciation of $1,929 | | | | 13,780 | | 5,488 |
Computer Equipment Costs, net of depreciation of $1,337 | | | | 2,364 | | 3,290 |
Website Development Costs, net of amortization of $485 | | | | 465 | | 703 |
| |
| |
| |
|
|
TOTAL ASSETS | | $39,142 | | $ 86,637 |
| |
| |
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
|
LIABILITIES | | | | | | |
|
Current | | | | | | |
Accounts Payable | | $5,400 | | $ 2,232 |
Accrued Liabilities | | | | 2,700 | | 5,700 |
| |
| |
| |
|
Total Current Liabilities | | | | 8,100 | | 7,932 |
| |
| |
| |
|
|
STOCKHOLDERS’ EQUITY | | | | | | |
|
Capital Stock | | | | | | |
Authorized: | | | | | | |
250,000,000 common shares, par value $0.001 per share | | | | | | |
10,000,000 preferred shares, par value $0.001 per share | | | | | | |
|
Issued and Outstanding: | | | | | | |
80,000,000 common shares at March 31, 2008 and | | | | | | |
176,000,000 common shares at June 30, 2007 | | | | 80,000 | | 125,000 |
Additional Paid-in Capital | | | | 45,000 | | - |
Accumulated Comprehensive Income | | | | 6,309 | | 4,512 |
Deficit Accumulated During the Development Stage | | | | (100,267) | | (50,807) |
| |
| |
| |
|
Total Stockholders’ Equity | | | | 31,042 | | 78,705 |
| |
| |
| |
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $39,142 | | $ 86,637 |
| |
| |
|
The accompanying notes are an integral part of these statements.
F-2
DYNAMIC ALERT LIMITED (A Development Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
| | Three-month | | Three-month |
| | period ending | | period ending |
| | March | | March |
| | 31, 2008 | | 31, 2007 |
| |
| |
|
|
Revenue | | $ 17,918 | | $ 717 |
| |
| |
|
|
Cost Of Goods Sold | | 11,900 | | 750 |
| |
| |
|
| | 6,018 | | (33) |
| |
| |
|
|
Expenses | | | | |
Depreciation and Amortization | | 1,173 | | 280 |
Training and Consulting | | 6,919 | | - |
Marketing and Travel | | 13,716 | | 9,500 |
Office and Administration | | 2,957 | | 793 |
Organizational Costs | | - | | - |
Professional Fees | | 2,368 | | 4,763 |
| |
| |
|
| | 27,133 | | 15,336 |
| |
| |
|
|
Net Loss From Operations | | (21,115) | | (15,369) |
| |
| |
|
|
Other Income | | | | |
Interest Income | | - | | - |
| |
| |
|
|
Net Loss For The Period | | $ (21,115) | | $ (15,369) |
| |
| |
|
|
|
Basic And Diluted Loss Per Share | | | | |
| | $ Nil | | $ Nil |
| |
| |
|
|
|
Weighted Average Number Of | | | | |
Shares Outstanding | | 159,120,879 | | 164,000,000 |
| |
| |
|
The accompanying notes are an integral part of these statements.
F-3
| | | | DYNAMIC ALERT LIMITED | | |
| | | | (A Development Stage Company) | | |
|
| | INTERIM STATEMENTS OF OPERATIONS | | |
|
| | | | (Unaudited) | | | | |
|
|
| | | | Nine-month period | | Nine-month | | Cumulative amounts |
| | | | ending | | period ending | | from June 17, 2004 |
| | | | March 31, | | March 31, | | (Date of Inception) |
| | | | 2008 | | 2007 | | to March 31, 2008 |
| |
| |
| |
| |
|
|
Revenue | | $22,417 | | $ 717 | | $ 23,134 |
| |
| |
| |
|
|
Cost Of Goods Sold | | | | 15,150 | | 750 | | 15,900 |
| |
| |
| |
| |
|
| | | | 7,267 | | (33) | | 7,234 |
| |
| |
| |
| |
|
|
Expenses | | | | | | | | |
Depreciation and amortization | | 2,700 | | 369 | | 3,751 |
Training and consulting | | | | 6,919 | | - | | 7,119 |
Marketing and travel | | | | 23,567 | | 9,500 | | 33,068 |
Office and administration | | | | 8,641 | | 1,412 | | 15,763 |
Organizational costs | | | | - | | - | | 1,058 |
Professional fees | | | | 15,567 | | 11,400 | | 47,935 |
| |
| |
| |
| |
|
| | | | 57,394 | | 22,681 | | 108,694 |
| |
| |
| |
| |
|
|
Net Loss From Operations | | | | (50,127) | | (22,714) | | (101,460) |
| |
| |
| |
| |
|
|
Other Income | | | | | | | | |
Interest Income | | | | 668 | | - | | 1,193 |
| |
| |
| |
| |
|
|
Net Loss For The Period | | $(49,459) | | $ (22,714) | | $ (100,267) |
| |
| |
| |
|
|
|
Basic And Diluted Loss Per | | | | | | | | |
Share | | $Nil | | $ Nil | | $ Nil |
| |
| |
| |
|
|
|
Weighted Average Number Of | | | | | | | | |
Shares Outstanding | | | | 169,321,739 | | 147,883,212 | | 148,693,642 |
| |
| |
| |
| |
|
The accompanying notes are an integral part of these statements. |
F-4
DYNAMIC ALERT LIMITED |
(A Development Stage Company) |
|
INTERIM STATEMENTS OF CASH FLOWS |
|
(Unaudited) |
|
|
|
| | | | | | Cumulative amounts |
| | Nine-month | | Nine-month | | from June 17, 2004 |
| | period ended | | period ended | | (Date of Inception) to |
| | March 31, 2008 | | March 31, 2007 | | March 31, 2008 |
| |
| |
| |
|
|
Cash Flow From Operating Activities | | | | | | |
Net loss for the period | | $(49,459) | | $ (22,714) | | $ (100,267) |
|
Adjustments To Reconcile Net Loss | | | | | | |
To Net Cash Used By Operating | | | | | | |
Activities | | | | | | |
Depreciation and amortization | | 2,700 | | 369 | | 3,751 |
Accounts payable and accrued | | 168 | | 765 | | 8,100 |
liabilities | | | | | | |
| |
| |
| |
|
Cash from (used in) Operating | | | | | | |
Activities | | (46,591) | | (21,580) | | (88,416) |
| |
| |
| |
|
|
Cash Flows From Investing Activities | | | | | | |
Additions to capital assets | | (9,829) | | (9,581) | | (19,410) |
Investment in note receivable | | 42,665 | | - | | - |
Additions to intangibles | | - | | (950) | | (950) |
| |
| |
| |
|
Net Cash (Used in) Investing | | | | | | |
Activities | | 32,836 | | (10,531) | | (20,360) |
| |
| |
| |
|
|
Cash Flows From Financing | | | | | | |
Activities | | | | | | |
Issuance of common shares | | - | | 90,000 | | 125,000 |
Foreign currency translation | | 1,797 | | 881 | | 6,309 |
adjustment | | | | | | |
| |
| |
| |
|
Net Cash Provided by Financing | | | | | | |
Activity | | 1,797 | | 90,881 | | 131,309 |
| |
| |
| |
|
|
Increase (Decrease) In Cash During | | | | | | |
The Period | | (11,958) | | 58,770 | | 22,533 |
|
Cash, Beginning Of Period | | 34,491 | | 23,328 | | - |
| |
| |
| |
|
|
Cash, End Of Period | | $22,533 | | $ 82,098 | | $ 22,533 |
| |
| |
| |
|
|
Supplemental Disclosure Of Cash | | | | | | |
Flow Information | | | | | | |
Cash paid for: | | | | | | |
Interest | | $- | | $- | | $ - |
Income taxes | | - | | - | | - |
| |
| |
| |
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The accompanying notes are an integral part of these statements. |
F-5
| | | | DYNAMIC ALERT LIMITED | | | | | | | | |
| | | | (A Development Stage Company) | | | | | | |
|
For the period from June 17, 2004 (Date of Inception) to March 31, 2008 | | | | |
| | | | (Unaudited) | | | | | | | | | | |
|
| | | | | | | | | | DEFICIT | | | | | | |
| | | | CAPITAL STOCK | | | | ACCUMULATED ACCUMULATED | | |
| |
| |
| |
| | | | |
| | | | ADDITIONAL | | | | DURING THE | | | | COMPRE- | | |
| | | | | | PAID-IN | | DEVELOPMENT | | | | HENSIVE | | |
| | SHARES | | AMOUNT | | CAPITAL | | | | STAGE | | INCOME (LOSS) | | TOTAL |
| |
| |
| |
| |
| |
| |
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|
June 17, 2004 – Shares | | | | | | | | | | | | | | | | |
issued for cash at | | 4,000,000 | | $ 1,000 $ | | - | | $ - | | $ - | | $ 1,000 |
$0.00025 | | | | | | | | | | | | | | | | |
June 30, 2004 – Shares | | | | | | | | | | | | | | | | |
issued for cash at | | 136,000,000 | | 34,000 | | - | | | | - | | | | - | | 34,000 |
$0.00025 | | | | | | | | | | | | | | | | |
Net loss for the period | | | | | | | | | | | | | | | | |
ended June 30, 2004 | | - | | - | | - | | | | (1,709) | | | | | | (1,709) |
| |
| |
| |
| |
| |
| |
| |
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|
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Balance, June 30, 2004 | | 140,000,000 | | 35,000 | | - | | | | (1,709) | | | | - | | 33,291 |
|
Net loss for the year | | - | | - | | - | | | | (9,817) | | | | - | | (9,817) |
| |
| |
| |
| |
| |
| |
| |
| |
|
|
Balance, June 30, 2005 | | 140,000,000 | | 35,000 | | - | | | | (11,526) | | | | - | | 23,474 |
|
Net loss for the year | | - | | - | | - | | | | (4,206) | | | | - | | (4,206) |
| |
| |
| |
| |
| |
| |
| |
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Balance, June 30, 2006 | | 140,000,000 | | 35,000 | | - | | | | (15,732) | | | | - | | 19,268 |
|
January 31, 2007 – | | | | | | | | | | | | | | - | | |
Shares issued for cash | | 36,000,000 | | 90,000 | | - | | | | - | | | | | | 90,000 |
at $0.0025 | | | | | | | | | | | | | | | | |
Foreign currency | | - | | - | | - | | | | - | | | | 4,512 | | 4,512 |
translation adjustment | | | | | | | | | | | | | | | | |
Net loss for the year | | - | | - | | - | | | | (35,075) | | | | - | | (35,075) |
| |
| |
| |
| |
| |
| |
| |
| |
|
|
Balance June 30, 2007 | | 176,000,000 | | 125,000 | | - | | | | (50,807) | | | | 4,512 | | 78,705 |
| |
| |
| |
| |
| |
| |
| |
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|
|
March 16, 2008 – | | | | | | | | | | | | | | | | |
Shares returned to | | (96,000,000) | | (45,000) | | 45,000 | | | | - | | | | - | | - |
treasury | | | | | | | | | | | | | | | | |
Foreign currency | | - | | - | | - | | | | - | | | | 1,797 | | 1,797 |
translation adjustment | | | | | | | | | | | | | | | | |
Net loss for the period | | - | | - | | - | | | | (49,460) | | | | - | | (49,460) |
| |
| |
| |
| |
| |
| |
| |
| |
|
|
Balance, March 31, | | | | | | | | | | | | | | | | |
2008 | | 80,000,000 | | $ 80,000 $ | | 45,000 | | $ (100,267) | | $ 6,309 | | $ 31,042 |
| |
| |
| |
| |
| |
| |
|
The accompanying notes are an integral part of these statements. |
F-6
DYNAMIC ALERT LIMITED (A Development Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS MARCH 31, 2008 (Unaudited) |
NOTE 1 BASIS OF PRESENTATION |
While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments which are, in the opinion of Dynamic Alert Limited’s (the “Company”) management, necessary to present fairly the financial position, results of operations and cash flows in the interim periods presented. Except as disclosed below, these interim financial statements follow the same accounting policies and methods of their application as the Company’s audited June 30, 2007 annual financial statements. It is suggested that these interim financial statements be read in conjunction with the Company’s June 30, 2007 audited financial statements.
The information as of June 30, 2007 is taken from the audited financial statements of this date.
NOTE 2 NATURE AND CONTINUANCE OF OPERATIONS
Organization
On February 28, 2008, the Company amended its Articles of Incorporation to change the aggregate number of shares which the Company has authority to issue two hundred sixty million (260,000,000) par value $0.001 per share of which two hundred fifty million (250,000,000) are designated common stock and ten million (10,000,000) are designated as preferred stock.
On March 3, 2008, the Company’s Board of Directors authorized a 40-for-1 stock split of the Company’s $0.001 par value common stock. As a result of the split, 171,600,000 additional shares were issued and capital and additional paid-in capital were adjusted accordingly. All references in the accompanying financial statements to the number of common shares and per share amounts have been retroactively restated to reflect the stock split.
On March 16, 2008, the Company’s Board of Directors authorized the cancellation of 96,000,000 post forward-split common shares.
NOTE 3 SIGNIFICANT ACCOUNTING POLICIES
Concentrations
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. At March 31, 2008, the Company had $7,377 in U.S. funds in deposit in a business bank account and U.S. equivalent of $15,156 in Canadian funds in a business bank account which are not insured by agencies of the U.S. Government.
NOTE 4 BASIS OF PRESENTATION – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America, which contemplates the Company’s continuation as a going concern. However, the Company has minimal business operations to date and losses of approximately $100,267. These matters raise substantial doubt about its ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon its ability to meet its financing requirements, raise additional capital, and the success of its future operations. The Company acquired additional operating capital through equity offerings to the public to fund its business plan. There is no assurance that the equity offerings will be successful in raising sufficient funds to assure the Company’s eventual profitability. Management believes
F-7
DYNAMIC ALERT LIMITED (A Development Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS MARCH 31, 2008 (Unaudited) |
NOTE 4 BASIS OF PRESENTATION – GOING CONCERN (continued)
that actions planned and presently being taken to revise its operating and financial requirements provide the opportunity for it to continue as a going concern. The financial statements do not include any adjustments that might result from these uncertainties.
NOTE 5 | | INCOME TAXES | | |
|
| | The Company is subject to U.S. federal income taxes. | | It had losses to date, and therefore, has paid no |
| | income tax. | | |
Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes. The Company’s deferred tax assets consist entirely of the benefit from net operating loss (“NOL”) carry-forwards. Its deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the NOL carry-forwards. NOL carry-forwards may be further limited by a change in Company ownership and other provisions of the tax laws.
The deferred tax assets, valuation allowance and change in valuation allowance are as follows:
| | | | | | Estimated Tax | | | | Change in | | |
| | | | | | | | | | Valuation | | |
| | Estimated NOL | | NOL | | Benefit from | | Valuation | | | | Net Tax |
| | | | | | | | | | Allowance | | |
Period Ending | | Carry-forward | | Expires | | NOL | | Allowance | | | | Benefit |
| |
| |
| |
| |
| |
| |
|
|
June 30, 2007 | | 50,807 | | 2027 | | 12,702 | | (12,702) | | (8,769) | | — |
|
March 31, 2008 | | 100,267 | | 2028 | | 25,067 | | (25,067) | | (12,365) | | — |
Income taxes at the statutory rate are reconciled to the Company’s actual income taxes as follows:
Income tax benefit at statutory rate resulting from NOL carry-forwards | | (25%) |
| |
|
Deferred income tax valuation allowance | | 25% |
| |
|
Actual tax rate | | 0% |
| |
|
F-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Dynamic Alert Limited (referred to herein as “we”, “us”, “our” and similar terms) was incorporated on June 17, 2004, in the State of Nevada. Our principal executive offices are located at 45563 ROP Sunnyside, Surrey, British Columbia, V4A 9N3. Our telephone number is (604) 202-6747. Our fiscal year end is June 30.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Full Fiscal Years
Over the last two (2) years, we have continued to build a business that assists consumers with their security needs. Our goal is to help our customers create and implement a personalized security plan. We offer a three-fold service.
Our first focus is to assist our clients in developing personalized security plans. It is our management’s opinion that having a personalized security plan in place may help create an atmosphere of safety and may allow consumers the ability to conduct daily activities without undue worry and concern. Our second focus is to source and market personal security products. This includes selling personal protection equipment and devices through our website and from our portable kiosk which will be placed periodically in local shopping malls and at business and leisure/travel conventions. Our third focus is to provide personal protection on an as-needed basis.
We are continuing to market our services through our website and the presentation of seminars. Our seminars highlight the importance of personal security and protection, as well as present information on personal security equipment and devices available in the market.
In September 2008, we intend to provide security training for our officers. This training will come from outside sources unaffiliated with us.
As we are still in the first stages of our growth, our officers are continuing to provide all the labor required to operate our website, kiosk and security seminars at no charge. Since we intend to operate with very limited administrative support, our officers will continue to be responsible for these tasks for at least the next three (3) months.
We will concentrate our efforts on building our internet business and the development of our seminars in order to establish a strong client base. As we gain experience and develop sufficient revenues from sales and service, we may consider expanding our business within the region and possibly to other locations within Canada. At this time, however, we have no such expansion plans.
We believe our existing cash balances are sufficient to carry our normal operations for the next three (3) months. Our short and long-term survival is dependent on funding from sales of securities as necessary or from shareholder loans, and thus, to the extent that we require additional funds to support our operations or the expansion of our business, we may attempt to sell additional equity shares or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing, if required, will be available to us or on acceptable terms.
During the past quarter, the Board of Director has reviewed various opportunities that would bring additional value to the Company and in this regard has concentrated its efforts toward the resource sector. Due to the significant increase in both base and precious mineral values, the Board believes that there should be additional efforts placed on locating a property or lease and a qualified expert or experts to assist in the evaluation.
Interim Periods
We recognized $17,918 in revenues from the sale of security products and services during the three months ending March 31, 2008. Cost of goods sold for the three months ended March 31, 2008 were $11,900, resulting in a net profit of $6,018. This compares with revenues from the sale of security products of $717 during the three months ended March 31, 2007. Cost of goods sold for the three months ended March 31, 2007 were $750, resulting in a net profit of $33.
We recognized $22,417 in revenues from the sale of security products and services during the nine months ending March 31, 2008. Cost of goods sold for the nine months ended March 31, 2008 were $15,150, resulting in a net profit of $7,269. This compares with revenues from the sale of security products of $717 during the nine months ended March 31, 2007. Cost of goods sold for the nine months ended March 31, 2007 were $750, resulting in a net profit of $33 for that period.
For the three months ended March 31, 2008, operating expenses were $27,133 compared to $15,336 during the three months ended March 31, 2007. The increase of $11,797 was due to an increase in our operational activities over the prior period. Operating expenses during the three months ended March 31, 2008 consisted of professional fees of $2,368, marketing and travel costs of $13,716, training and consulting costs of $6,919, amortization and depreciation of $1,173 and office and administration costs of $2,957, compared to professional fees of $4,763, marketing and travel costs of $9,500, depreciation and amortization of $280 and office and administration costs of $793 for the three months ended March 31, 2007.
During the nine months ended March 31, 2008, we incurred operating expenses of $57,394 compared to $22,681 during the nine months ended March 31, 2007. The increase of $34,713 is a result of our increased operational activities primarily in our sales and marketing efforts. During the nine months ended March 31, 2008, operational expenses consisted of $23,567 in marketing, $15,567 in professional fees, $8,641 in office and administrative expenses, $6,919 in training and consulting fees and $2,700 in depreciation and amortization costs.
During the three months ended March 31, 2008, we recognized a net loss of $21,115 compared to a net loss of $15,369 for the three months ended March 31, 2007. The increased loss of $5,746 was due to an increase in our operational activities over the prior period as discussed above.
During the nine months ended March 31, 2008, we recognized a net loss of $50,127 compared to a net loss of $22,714 for the nine month period ended March 31, 2007. The $27,413 increased loss is a result of the factors described above.
At March 31, 2008, we had working capital of $14,433, compared to working capital of $69,224 at June 30, 2007. At March 31, 2008 our total assets consisted of cash of $22,533, capital assets of $16,145 and intangible assets of $465. This compares with total assets at June 30, 2007 consisting of cash of $34,491, notes receivable of $42,665, capital assets of $8,778 and intangible assets of $703.
At March 31, 2008, our total current liabilities consisting of accounts payable of $5,400 and accrued liabilities of $2,700, increased to $8,100 from total current liabilities of $7,932 at June 30, 2007, which consisted of accounts payable of $2,232 and accrued liabilities of $5,700.
Cash on hand is currently our only source of liquidity. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.
Even though we recognized $17,918 in revenues from operations during the three months ending March 31, 2008, our short and long-term survival is dependent on sufficient revenue resulting in a profitable operation and/or funding from sales of securities, as necessary.
Off-Balance Sheet Arrangements
We currently do not have any off-balance sheet arrangements.
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Security and Exchange Commission's rules and forms.
There has been no change in our internal control over financial reporting during the current quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION |
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
As previously reported, on November 9, 2006, our Registration Statement on Form SB-2, commission file number 333-119566, became effective enabling us to offer up to 900,000 shares of common stock of our company at a price of $0.10 per share. On January 31, 2007, we accepted subscriptions for the entire offering from forty-one (41) investors raising a total of $90,000. There were no underwriters for this offering.
Following are the actual expenses incurred for our account from November 9, 2006, to March 31, 2008 that were paid directly from existing working capital at the time of the offering. They were not deducted from the proceeds of the offering. Net proceeds from the offering were $90,000.
| | Amount of direct or indirect payments to | | |
| | directors, officers, general partners, 10% | | Amount of direct or indirect |
Expenses | | shareholders or affiliates of the Issuer | | payments to others |
| |
| |
|
Legal | | $ 0 | | $ 2,500 |
Transfer Agent | | 0 | | 2,475 |
| |
| |
|
| | $ 0 | | $ 4,975 |
| |
| |
|
The following table notes the use of proceeds for actual expenses incurred for our account from November 9, 2006 to March 31, 2008. This chart is detailing the use of net offering proceeds from the offering of the securities.
Amount of direct or indirect payments to |
| | directors, officers, general partners, 10% | | Amount of direct or indirect |
Expenses | | shareholders or affiliates of the Issuer | | payments to others |
| |
| |
|
Legal and Accounting | | $ 0 | | $ 33,260 |
Marketing & Travel | | 0 | | 23,463 |
Website Dev’t & Telecom | | 0 | | 666 |
Office Furniture and Equipment | | 0 | | 3,701 |
Kiosk | | 0 | | 9,469 |
Portable Display | | 0 | | 6,240 |
Training & Consulting | | 0 | | 6,919 |
Miscellaneous Administration | | 0 | | 6,282 |
| |
| |
|
| | $ 0 | | $ 90,000 |
| |
| |
|
All of the proceeds from our offering have been spent and have been used to fund our operations as described in the SB-2 offering document incorporated by reference herein.
On March 12, 2008, our Articles of Incorporation were amended to change the aggregate number of shares which we have authority to issue two hundred sixty million (260,000,000) par value $0.001 per share of which two hundred fifty million (250,000,000) are designated for common stock and ten million (10,000,000) are designated for preferred stock.
On March 3, 2008, our Board of Directors authorized a 40-for-1 stock split of our $0.001 par value common stock. As a result of the split, 171,600,000 additional shares were issued and capital and additional paid-in capital were adjusted according. All references in the accompanying financial statements to the number of common shares and per share amounts have been retroactively restated to reflect the stock split.
On March 16, 2008, our Board of Directors authorized the cancellation of 96,000,000 post forward-split common shares. There are presently 80,000,000 common shares issued and outstanding.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Pursuant to Rule 601 of Regulation S-B, the following exhibits are included herein or incorporated by reference.
Exhibit | |
Number | Description |
3.1 | Articles of Incorporation* |
|
3.2 | Certificate at Amendment to Articles of Incorporation filed with the Nevada Secretary of State on February 28, 2008. |
|
3.3 | By-laws* |
|
31.1 | CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302 |
|
31.2 | CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302 |
|
32.1 | CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906 |
|
32.2 | CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906 |
|
*Incorporated by reference to our Form SB-2 Registration Statement, file number 333-119566, filed on October 30, 2006.
Pursuant to the requirements of Section 13 or 15(d) 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, on this 30thday of April, 2008.
By:/s/ Audrey Reich
Name: Audrey Reich
Title: President/Chief Executive Officer, principal executive officer
By:/s/ Bradley Hawkings
Name: Bradley Hawkings
Title: Chief Financial Officer, principal financial officer and principal accounting officer