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 quarter ended September 30, 2008
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to __________
Commission File Number: 000-51159
SMITTEN PRESS: LOCAL LORE AND LEGENDS INC.
(Exact name of issuer as specified in charter)
Nevada | 98-0427526 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.) |
7731 S. Woodridge Drive
Parkland, FL
(Address of principal executive offices)
(954) 575-9177
(Issuer's telephone number, including area code)
2503 W. Gardner Ct.
Tampa FL 33611
(Former name or former address, if changed since last report)
Check whether the Issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 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, as of the latest practicable date: 32,250,000 shares at July 15, 2010
Transitional Small Business Disclosure Format (Check one): Yes o No x
SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.
FORM 10-Q
QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
INDEX
| Page |
PART I - FINANCIAL INFORMATION | |
Item 1. | Financial Statements | |
| Balance Sheets as of September 30, 2008 (Unaudited) and December 31, 2007 | F-2 |
| Statements of Operations for the Three and Nine Months Ended September 30, 2008 and 2007, and for the | |
| Period from June 1, 2003 (Inception) to September 30, 2008 (Unaudited) | F-3 |
| Statement of Changes in Stockholder’s Deficit for the Period from June 1, 2003 (Inception) | |
| to September 30, 2008 (Unaudited) | F-4 |
| Statements of Cash Flows for the Nine Months Ended September 30, 2008 and 2007, and for the | |
| Period from June 1, 2003 (Inception) to September 30, 2008 (Unaudited) | F-5 |
| Notes to Financial Statements as of September 30, 2008 (Unaudited) | F-6 |
Item 2. | Management's Discussion and Analysis or Plan of Operation | 15 |
Item 3. | Controls and Procedures | 23 |
| | |
PART II - OTHER INFORMATION | |
Item 1. | Legal Proceedings | 24 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 24 |
Item 3. | Default Upon Senior Securities | 24 |
Item 4. | Submission of Matters to a Vote of Security Holders | 24 |
Item 5. | Other Information | 24 |
Item 6. | Exhibits | 24 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this quarterly report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to increase our revenues, develop our brands, implement our strategic initiatives, economic, po litical and market conditions and fluctuations, government and industry regulation, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control.
You should consider the areas of risk described in connection with any forward-looking statements that may be made in our annual report as filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this quarterly report in its entirety, except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this quarterly report, and you should not rely on these statements without also considering the risks a nd uncertainties associated with these statements and our business. When used in this quarterly report, the terms the "Company," "we," and "us" refers to Smitten Press: Local Lore and Legends, Inc.
SMITTEN PRESS: LOCAL LORE & LEGENDS, INC |
(A DEVELOPMENT STAGE COMPANY) |
BALANCE SHEETS |
| | | | | | |
| | | | | Year ended | |
| | September 30, 2008 | | | December 31, 2007 | |
| | (Unaudited) | | | (Audited) | |
| | | | | | |
ASSETS | | | | | | |
Current Assets: | | | | | | |
Cash | | $ | - | | | $ | - | |
Prepaid expense | | | 36,315 | | | | - | |
| | | | | | | | |
Total Current Assets | | | 36,315 | | | | - | |
| | | | | | | | |
Total Assets | | $ | 36,315 | | | $ | - | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | |
| | | | | | | | |
Current Liabilities: | | | | | | | | |
Account payable and accrued expenses | | $ | 16,978 | | | $ | 6,197 | |
Due to related party | | | 75,884 | | | | 17,199 | |
| | | | | | | | |
Total Current Liabilities | | | 92,862 | | | | 23,396 | |
| | | | | | | | |
Total Liabilities | | | 92,862 | | | | 23,396 | |
| | | | | | | | |
Stockholders' Deficit | | | | | | | | |
Preferred stock, $.001 par value, 10,000,000 shares | | | | | | | | |
authorized, none issued and outstanding | | | - | | | | - | |
Common stock, $.001 par value, 50,000,000 shares | | | | | | | | |
authorized, 32,250,000 issued and outstanding | | | 32,250 | | | | 32,250 | |
Additional paid-in capital | | | 1,046,416 | | | | 1,031,416 | |
Accumulated deficit | | | (102,520 | ) | | | (102,520 | ) |
Deficit accumulated during development stage | | | (1,032,693 | ) | | | (984,542 | ) |
| | | | | | | | |
Total Stockholders' Deficit | | | (56,547 | ) | | | (23,396 | ) |
| | | | | | | | |
Total Liabilities and Stockholders' Deficit | | $ | 36,315 | | | $ | - | |
See notes to financial statements
SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC. | |
(A DEVELOPMENT STAGE COMPANY) | |
STATEMENTS OF OPERATIONS | |
| | | | | | | | | | | | | | | |
| | For the Three Months Ended September 30, | | | For the Nine Months Ended September 30, | | | For the Period from June 1, 2003 (Inception) to September 30, | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | | | 2008 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
| | | | | | | | | | | | | | | |
Revenues | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | |
Operating Expenses | | | | | | | | | | | | | | | | | | | | |
Professional fees | | | - | | | | 4,643 | | | | 30,414 | | | | 38,077 | | | | 122,922 | |
General and administrative | | | - | | | | 7,424 | | | | 2,737 | | | | 10,332 | | | | 75,597 | |
Compensation - officer | | | - | | | | 394,177 | | | | 15,000 | | | | 397,927 | | | | 830,427 | |
| | | | | | | | | | | | | | | | | | | | |
Total Operating Expenses | | | - | | | | 406,244 | | | | 48,151 | | | | 446,336 | | | | 1,029,016 | |
| | | | | | | | | | | | | | | | | | | | |
Loss from Operations | | | - | | | | (406,244 | ) | | | (48,151 | ) | | | (446,336 | ) | | | (1,029,016 | ) |
| | | | | | | | | | | | | | | | | | | | |
Other Expense: | | | | | | | | | | | | | | | | | | | | |
Loss on foreign currency exchange | | | - | | | | - | | | | - | | | | (3,677 | ) | | | (3,677 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net Loss | | $ | - | | | $ | (406,244 | ) | | $ | (48,151 | ) | | $ | (450,013 | ) | | $ | (1,032,693 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net Loss per share - Basic and diluted | | $ | - | | | $ | (0.02 | ) | | $ | (0.00 | ) | | $ | (0.02 | ) | | $ | (0.04 | ) |
| | | | | | | | | | | | | | | | | | | | |
Weighted Average Shares Outstanding | | | | | | | | | | | | | | | | | | | | |
- Basic and diluted | | | 32,250,000 | | | | 22,250,000 | | | | 32,250,000 | | | | 22,250,000 | | | | 24,060,447 | |
See notes to financial statements
SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC. | |
(A DEVELOPMENT STAGE COMPANY) | |
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT | |
For the Period from June 1, 2003 (Inception) to September 30, 2008 | |
(Unaudited) | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Deficit | | | | |
| | | | | | | | | | | | | | Accumulated | | | | |
| | | | | | | | Additional | | | | | | During | | | Total | |
| | Common Stock | | | Paid-in | | | Accumulated | | | Development | | | Stockholders' | |
| | Shares | | | Par Value | | | Capital | | | Deficit | | | Stage | | | Deficit | |
| | | | | | | | | | | | | | | | | | |
Balance, June 1, 2003 (Inception of development stage) | | | 12,000,000 | | | $ | 12,000 | | | $ | 90,520 | | | $ | (102,520 | ) | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Common stock issued for book rights | | | 10,250,000 | | | | 10,250 | | | | (10,250 | ) | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2003 | | | 22,250,000 | | | | 22,250 | | | | 80,270 | | | | (102,520 | ) | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Contributed officer services | | | - | | | | - | | | | 100,000 | | | | - | | | | - | | | | 100,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Contributed legal services | | | - | | | | - | | | | 2,500 | | | | - | | | | - | | | | 2,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the year | | | - | | | | - | | | | - | | | | - | | | | (106,211 | ) | | | (106,211 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2004 | | | 22,250,000 | | | | 22,250 | | | | 182,770 | | | | (102,520 | ) | | | (106,211 | ) | | | (3,711 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Contributed legal services | | | - | | | | - | | | | 7,500 | | | | - | | | | - | | | | 7,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the year | | | - | | | | - | | | | - | | | | - | | | | (245,365 | ) | | | (245,365 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2005 | | | 22,250,000 | | | | 22,250 | | | | 190,270 | | | | (102,520 | ) | | | (351,576 | ) | | | (241,576 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Contributed legal services | | | - | | | | - | | | | 7,500 | | | | - | | | | - | | | | 7,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the year | | | - | | | | - | | | | - | | | | - | | | | (162,106 | ) | | | (162,106 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2006 | | | 22,250,000 | | | | 22,250 | | | | 197,770 | | | | (102,520 | ) | | | (513,682 | ) | | | (396,182 | ) |
| | | �� | | | | | | | | | | | | | | | | | | | | | |
Shares issued for services | | | 10,000,000 | | | | 10,000 | | | | 382,927 | | | | - | | | | - | | | | 392,927 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Contributed legal services | | | - | | | | - | | | | 5,000 | | | | - | | | | - | | | | 5,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Contributed capital | | | - | | | | - | | | | 445,719 | | | | - | | | | - | | | | 445,719 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the year | | | - | | | | - | | | | - | | | | - | | | | (470,860 | ) | | | (470,860 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2007 | | | 32,250,000 | | | | 32,250 | | | | 1,031,416 | | | | (102,520 | ) | | | (984,542 | ) | | | (23,396 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Contributed officer services | | | - | | | | - | | | | 15,000 | | | | - | | | | - | | | | 15,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the nine months ended September 30, 2008 | | | - | | | | - | | | | - | | | | - | | | | (48,151 | ) | | | (48,151 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, September 30, 2008 | | | 32,250,000 | | | $ | 32,250 | | | $ | 1,046,416 | | | $ | (102,520 | ) | | $ | (1,032,693 | ) | | $ | (56,547 | ) |
See notes to financial statements
SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC. | |
(A DEVELOPMENT STAGE COMPANY) | |
STATEMENTS OF CASH FLOWS | |
| | | | | | | | | |
| | | | | | | | For the Period from | |
| | | | | | | | June 1, 2003 | |
| | | | | (Inception) | |
| | For the Nine Months Ended September 30, | | | to September 30, | |
| | 2008 | | | 2007 | | | 2008 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
| | | | | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
Net loss | | $ | (48,151 | ) | | $ | (450,013 | ) | | $ | (1,032,693 | ) |
Adjustments to reconcile net loss from operations to net cash | | | | | | | | | | | | |
used in operating activities: | | | | | | | | | | | | |
Contributed officer services | | | 15,000 | | | | - | | | | 115,000 | |
Contributed legal services | | | - | | | | 5,000 | | | | 22,500 | |
Stock-based compensation | | | - | | | | 392,927 | | | | 392,927 | |
Changes in assets and liabilities: | | | | | | | | | | | | |
Prepaid expense | | | (36,315 | ) | | | (15,000 | ) | | | (36,315 | ) |
Accounts payable | | | 10,781 | | | | 35,869 | | | | 16,978 | |
Due to related party | | | - | | | | - | | | | 75,884 | |
Accrued compensation - officer | | | - | | | | 5,000 | | | | 319,997 | |
| | | | | | | | | | | | |
NET CASH USED IN OPERATING ACTIVITIES | | | (58,685 | ) | | | (26,217 | ) | | | (125,722 | ) |
| | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | |
Proceeds from related party loans and advances | | | 58,685 | | | | 23,585 | | | | 125,722 | |
| | | | | | | | | | | | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 58,685 | | | | 23,585 | | | | 125,722 | |
| | | | | | | | | | | | |
NET INCREASE (DECREASE) IN CASH | | | - | | | | (2,632 | ) | | | - | |
| | | | | | | | | | | | |
CASH - beginning of period | | | - | | | | 2,632 | | | | - | |
| | | | | | | | | | | | |
CASH - end of period | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | | | | | | | | | |
Cash paid for: | | | | | | | | | | | | |
Interest | | $ | - | | | $ | - | | | $ | - | |
Income taxes | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | |
Non-cash investing and financing activities | | | | | | | | | | | | |
Reduction of liabilities reflected as contributed capital | | $ | - | | | $ | - | | | $ | 445,719 | |
See notes to financial statements
Smitten Press: Local Lore and Legends, Inc.
(A Development Stage Company)
Notes Financial Statements
September 30, 2008
(Unaudited)
Note 1 - Nature of Business and Summary of Significant Accounting Policies
(A) | Description of Business |
Smitten Press: Local Lore and Legends, Inc. (the “Company”) was incorporated under the laws of Canada in January 15, 1990 under the name Creemore Star Printing, Inc. The name was changed to Smitten Press: Local Lore and Legends, Inc. on July 15, 2003. The Company was inactive until June 1, 2003 when it entered the development stage. The Company had planned to offer magazines and books for sale. Given the continued delay in recovery in New Orleans due to Hurricane Katrina and the death of the Company’s founder and president Mr. Richard Smitten in September 2006, the Company has determined that proceeding with its initial business plan will not be viable. It began seeking other alternatives to preserve stockholder value, including selling controlling interest to a third party who would subsequently merge an operating business into the company. On August 30, 2007 a change in control occurred (see below). Activities during the development stage include development of a business plan, obtaining and developing necessary rights to sell our products, developing a website, and seeking a merger candidate.
On August 30, 2007, the Company’s controlling shareholder, the Estate of Richard Smitten, through its executor, Kelley Smitten, sold 15,270,000 restricted shares of the Company’s common stock held by the estate, which represented 68% of the then outstanding common stock, in a private transaction, to Robert L. Cox in exchange for cash consideration of $600,000 (the “Transaction”). As a result, Robert L. Cox is the Company’s controlling shareholder and new CEO. Robert L. Cox did not engage in any loan transaction in connection with the Transaction, and utilized his personal funds.
(B) Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and in conformity with the instructions to Form 10-Q and Article 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the disclosures included in these financial statements are adequate to make the information presented not misleading.
The unaudited financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements and in management’s opinion, reflect all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The unaudited financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2007 included in the Company’s Annual Report on Form 10-KSB. The results of operations for the three and nine months ended September 30, 2008 are not necessarily indicative of the r esults that the Company will have for any subsequent quarter or full fiscal year.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The financial statements include the balances of National Health Partners, Inc. and its wholly-owned subsidiaries. All material inter-company balances and transactions have been eliminated in consolidation.
The Company’s financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has historically incurred significant losses, which raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying 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 result from the outcome of this uncertainty.
As of September 30, 2008, the Company’s significant accounting policies and estimates, which are detailed in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2007, have not changed materially.
Smitten Press: Local Lore and Legends, Inc.
(A Development Stage Company)
Notes Financial Statements
September 30, 2008
(Unaudited)
Note 1 - Nature of Business and Summary of Significant Accounting Policies (continued)
In preparing financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods presented. Actual results may differ from these estimates.
Significant estimates in 2008 and 2007 include an estimate of the deferred tax asset valuation allowance, valuation of stock based payments, and valuation of contributed services.
(D) | Stock-Based Compensation |
On January 1, 2006, the Company implemented Statement of Financial Accounting Standard 123 (revised 2004) (“SFAS 123(R)”), “Share-Based Payment” which replaced SFAS 123 “Accounting for Stock-Based Compensation” and superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees.” In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (SAB 107) regarding its interpretation of SFAS 123R. SFAS 123(R) and related interpretations requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related requisite service period. The statement also requires the recognition of compensation expense for the fair value of any unve sted stock option awards outstanding at the date of adoption. The Company values any employee or non-employee stock based compensation at fair value using the Black Scholes Pricing Model. In adopting SFAS 123(R), the Company used the modified prospective application (“MPA”). MPA requires the Company to account for all new stock based compensation to employees using fair value, and for any portion of awards prior to January 1, 2006 for which the requisite service has not been rendered and the options remain outstanding as of January 1, 2006, the Company should recognize the compensation cost for that portion of the award that the requisite service was rendered on or after January 1, 2006. The fair value for these awards is determined based on the grant-date. There was no accounting effect of implementing SFAS 123R at January 1, 2006.
The Company intends on recognizing revenues in accordance with the guidance in the Securities and Exchange Commission Staff Accounting Bulletin 104. Revenue will be recognized when persuasive evidence of an arrangement exists, as services are provided or when product is delivered, and when collection of the fixed or determinable selling price is reasonably assured.
The Company accounts for income taxes under the Financial Accounting Standards No. 109 “Accounting for Income Taxes” (“Statement 109”). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period, which in cludes the enactment date.
(G) | Comprehensive Income (Loss) |
Comprehensive income (loss) includes net loss as currently reported by the Company adjusted for other comprehensive income, net of comprehensive losses. Other comprehensive income for the Company consists of unrealized gains and losses related to the Company's foreign currency cumulative translation adjustment. The comprehensive loss for the periods presented in the accompanying financials statements was not material.
(H) | Fair Value of Financial Instruments |
Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments,” requires disclosures of information about the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation.
At September 30, 2008 the fair value of current liabilities approximated book value.
Smitten Press: Local Lore and Legends, Inc.
(A Development Stage Company)
Notes Financial Statements
September 30, 2008
(Unaudited)
Note 2 - Going Concern
As reflected in the accompanying financial statements, the Company has a net loss and net cash used in operations of $48,151 and $58,685, respectively, for the nine months ended September 30, 2008, a deficit accumulated during development stage of $1,032,693, stockholders’ deficiency of $56,547 at September 30, 2008 and is a development stage company with no revenues. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan, raise capital, and generate revenues. The Company plans to locate an operating company to merge with or sell a controlling interest to a third party who would subsequently merge an operating business into the Company. Management bel ieves that the actions presently being taken provide the opportunity for the Company to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Note 3 - Related Parties
Office space is provided on a month-to-month basis by our CEO for no charge, however, for all periods presented, the value was not material.
During the nine months ended September 30, 2008, in connection with officer services provided by an officer of the Company, the Company valued these services at their fair market value and recorded compensation expense and contributed capital of $15,000.
Note 4 - Stockholders’ Deficiency
On May 8, 2007, the Company filed Articles of Domestication and Articles of Incorporation with the State of Nevada. The Company is now a Nevada corporation with 10,000,000 shares of $.001 par value preferred stock authorized and 50,000,000 shares of $.001 par value common stock authorized. The effect of the re-domestication was to reclassify $80,270 to additional paid-in capital from common stock for the change in par value.
Note 5- Subsequent Events
The Company has performed an evaluation of subsequent events in accordance with ASC Topic 855. Other than the events noted below, the Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements.
On April 30, 2010, the holders of a majority of the shares of Common Stock of the Registrant acting on written consent elected Vincent Beatty as Director and President of the Company, and Robert Kwiecinski as Director and Secretary of the Company, to serve in said positions until the next Meeting of Shareholders.
On April 30, 2010, our Board of Directors approved a change in name of the Registrant to DataMill Media, Inc. effective at the close of business on June 30, 2010. On April 30, 2010, our Board of Directors approved a reverse-split of our Common Stock on the basis of one new share of Common Stock for each one hundred shares of Common Stock held of record at the close of business on June 30, 2010. These corporate actions were ratified on April 30, 2010 by holders of a majority of the shares of Common Stock of the Registrant acting on written consent. The Amendment was filed with the State of Nevada on May 7, 2010, with the actions to take effect on June 30, 2010.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward-Looking Statements
The following discussion and analysis is provided to increase the understanding of, and should be read in conjunction with, the Financial Statements of the Company and Notes thereto included elsewhere in this Report. Historical results and percentage relationships among any amounts in these financial statements are not necessarily indicative of trends in operating results for any future period. The statements, which are not historical facts contained in this Report, including this Plan of Operations, and Notes to the Financial Statements, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available operating, financial and competitive info rmation, and are subject to various risks and uncertainties. Future events and the Company's actual results may differ materially from the results reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, dependence on existing and future key strategic and strategic end-user customers, limited ability to establish new strategic relationships, ability to sustain and manage growth, variability of operating results, the Company's expansion and development of new service lines, marketing and other business development initiatives, the commencement of new engagements, competition in the industry, general economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the service requirements of its clients, the potential liability with respect to actions taken by its existing and past employees, risks associated with international sales, and other r isks described herein and in the Company's other SEC filings.
The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock. As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under the Reform Act are unavailable to us.
Overview
We were a Canadian issuer incorporated in Ontario, Canada on January 15, 1990 under the name Creemore Star Printing, Inc. We operated our printing business until 1999, when unfavorable economic conditions caused us to discontinue operations. We changed our name to Smitten Press: Local Lore and Legends, Inc. on July 15, 2003.
On May 8, 2007, we filed Articles of Domestication and Articles of Incorporation with the State of Nevada. We are now a Nevada corporation with 50,000,000 shares of $.001 par value common stock authorized and 10,000,000 shares of $.001 par value preferred stock authorized. Our issued and outstanding stock remained the same.
Subsequent to our name change, we reactivated our business with the following focus:
o Refining our business plan
o Obtaining and developing necessary rights to sell our products
o Developing our website at www.smittenpress.com
o Preparing to sell products through rack jobbers, or persons who set up and maintain newspaper-style boxes, as well as from our website.
Plan of Operations
We have not yet commenced any active operations and due to the death of our founder and president Mr. Richard Smitten in September 2006, we have determined that proceeding with our initial business plan will not be viable.
We are now seeking other alternatives to preserve stockholder value, including selling controlling interest to a third party who would subsequently merge an operating business into the company. As of the date of this report, we have no binding agreement, commitment or understanding to do so. We have engaged in preliminary discussions with third parties concerning such a transaction, and we may continue further discussions while we re-domicile the company to Nevada and reverse split our issued and outstanding stock at a not-yet-determined ratio, all of which will be the subject of a Schedule 14A filing anticipated to occur in the near future.
Results of Operations
THREE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2007
The Company has not had any revenue since its inception on June 1, 2003.
There were no expenses for the quarter ended September 30, 2008 compared with a loss from operations of $406,244 for the quarter ended September 30, 2007. Operating expenses for the quarter ended September 30, 2007 consisted primarily of officer compensation.
The Company had no activity for the quarter ended September 30, 2008 and a net loss of $406,244 ($0.02 per share) for the quarter ended September 30, 2007.
NINE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2007
Operating expenses resulted in a loss from operations for the nine months ended September 30, 2008 of $48,151 compared with a loss of $450,013 for the nine months ended September 30, 2007. This decrease in operating expenses is primarily due to the approximate $398,000 of officer compensation during the nine months ended September 30, 2007.
During the nine months ended September 30, 2007, the Company recorded a loss of $3,677 on foreign currency exchange and there was no foreign currency gain or loss for the nine months ended September 30, 2008.
The Company reported a net loss of $48,151 ($0.00 per share) for the nine months ended September 30, 2008 and a net loss of $450,013 ($0.02 per share) for the nine months ended September 30, 2007.
Liquidity and Capital Resources
As reflected in the accompanying financial statements, the Company has a net loss and net cash used in operations of $48,151 and $58,685, respectively, for the nine months ended September 30, 2008, a deficit accumulated during development stage of $1,032,693, stockholders’ deficiency of $56,547 at September 30, 2008 and is a development stage company with no revenues. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan, raise capital, and generate revenues. The Company plans to locate an operating company to merge with or sell a controlling interest to a third party who would subsequently merge an operating business into the Company. Management bel ieves that the actions presently being taken provide the opportunity for the Company to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan. In addition, as of September 30, 2008, we had no available cash and are unable to meet our needs as described below. All our costs, which we will incur irrespective of our activities to implement our current business plan, including bank service fees and those costs associated with on-going SEC reporting requirements, estimated to be less than $3,000 per quarter for 10-Q quarterly filings and $7,500 per 10-K annual filing. If we fail to meet these obligations and as a consequence we fail to satisfy our SEC reporting obligations, investors will now own stock in a company that does not pr ovide the disclosure available in quarterly and annual reports filed with the SEC and investors may have increased difficulty in selling their stock as we will be non-reporting.
Accordingly, our accountants have indicated in their Report of Independent Registered Public Accounting Firm for the year ended December 31, 2007 that there is substantial doubt about our ability to continue as a going concern over the next twelve months from December 31, 2007. Our poor financial condition could inhibit our ability to achieve our business plan.
ITEM 3. CONTROLS AND PROCEDURES
We maintain controls and other procedures that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq. ) is recorded, processed, summarized and reported, within the time periods specified in the 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 Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons per forming similar functions, as appropriate to allow timely decisions regarding required disclosure. There were no changes in the Corporation's internal control over financial reporting that occurred during the Corporation's most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
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.
On May 8, 2007, we filed Articles of Domestication and Articles of Incorporation with the State of Nevada. We are now a Nevada corporation with 10,000,000 shares of $.001 par value preferred stock authorized and 50,000,000 shares of $.001 par value common stock authorized.
On April 30, 2010, the holders of a majority of the shares of Common Stock of the Registrant acting on written consent elected Vincent Beatty as Director and President of the Company, and Robert Kwiecinski as Director and Secretary of the Company, to serve in said positions until the next Meeting of Shareholders.
On April 30, 2010, our Board of Directors approved a change in name of the Registrant to DataMill Media, Inc. effective at the close of business on June 30, 2010. On April 30, 2010, our Board of Directors approved a reverse-split of our Common Stock on the basis of one new share of Common Stock for each one hundred shares of Common Stock held of record at the close of business on June 30, 2010. These corporate actions were ratified on April 30, 2010 by holders of a majority of the shares of Common Stock of the Registrant acting on written consent. The Amendment was filed with the State of Nevada on May 7, 2010, with the actions to take effect on June 30, 2010.
Item 6. Exhibits
Exhibit Number, Name and/or Identification of Exhibit
| Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.2 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC. |
| | |
Date: July 15, 2010 | | /s/ VINCENT BEATTY |
| Vincent Beatty |
| Director, Chief Executive Officer and Chief Financial Officer |