UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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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 _____________ | |
———————
Smitten Press: Local Lore and Legends, Inc.
(Exact name of registrant as specified in its charter)
———————
Nevada | 000-27795 | 98-0427526 |
(State or Other Jurisdiction | (Commission | (I.R.S. Employer |
of Incorporation) | File Number) | Identification No.) |
2501 N.W. 34 Place, Unit 24 Pompano Beach, FL 33069
(Address of Principal Executive Office) (Zip Code)
(954) 449-1534
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
———————
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the | ||||||||
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | X | Yes |
| No | ||||
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. | ||||||||
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Large accelerated filer |
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| Accelerated filer |
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Non-accelerated filer |
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| Smaller reporting company | X |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | X | Yes |
| No | ||||
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 32,250,000 shares of common stock are issued and outstanding as of May 7, 2008. | ||||||||
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APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY | ||||||||
PROCEEDINGS DURING THE PRECEDING FIVE YEARS: | ||||||||
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Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by | ||||||||
a court. |
| Yes |
| No | ||||
TABLE OF CONTENTS
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| Page No. |
PART I. - FINANCIAL INFORMATION | ||
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Item 1. | Financial Statements | 3 |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations. | 9 |
Item 3. | Quantative and Qualitative Disclosures About Market Risk. | 11 |
Item 4T | Controls and Procedures. | 11 |
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PART II - OTHER INFORMATION | ||
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Item 1. | Legal Proceedings. | 12 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 12 |
Item 3. | Defaults Upon Senior Securities. | 12 |
Item 4. | Submission of Matters to a Vote of Security Holders. | 12 |
Item 5. | Other Information. | 12 |
Item 6. | Exhibits. | 12 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 contains “forward-looking statements”. Generally, the words “believes”, “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identifyforward-looking statements which include, but are not limited to, statements concerning the Company’s expectations regarding its working capital requirements, financing requirements, business prospects, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. Such statements are subject to certain risks and uncertainties, including the matters set forth in this Quarterly Report or other rep orts or documents the Company files with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on theseforward-looking statements which speak only as of the date hereof. The Company undertakes no obligation to update theseforward-looking statements. In addition, theforward-looking statements in this Quarterly Report on Form 10-Q involve known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company to differ materially from those expressed in or implied by theforward-looking statements contained herein.
OTHER PERTINENT INFORMATION
When used in this report, the terms "Smitten Press," the "Company," " we," "our," and "us" refers to Smitten Press: Local Lore and Legends, Inc., a Nevada corporation.
PART 1 - FINANCIAL INFORMATION
Item 1.
Financial Statements.
SMITTEN PRESS: LOCAL LORE & LEGENDS, INC
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
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| Year ended | ||
| March 31, 2008 |
| December 31, 2007 | ||
| (Unaudited) |
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ASSETS |
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Current Assets: |
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Cash | $ | - |
| $ | - |
Prepaid expense |
| 36,315 |
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| - |
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Total Current Assets |
| 36,315 |
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| - |
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Total Assets | $ | 36,315 |
| $ | - |
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY |
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Current Liabilities: |
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Account payable and accrued expenses | $ | 3,111 |
| $ | 6,197 |
Due to related party |
| 75,884 |
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| 17,199 |
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Total Current Liabilities |
| 78,995 |
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| 23,396 |
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Total Liabilities |
| 78,995 |
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| 23,396 |
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Stockholders' Deficiency |
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Preferred stock, $.001 par value, 10,000,000 shares |
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authorized, none issued and outstanding |
| - |
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| - |
Common stock, $.001 par value, 50,000,000 shares |
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authorized, 32,250,000 issued and outstanding |
| 32,250 |
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| 32,250 |
Additional paid-in capital |
| 1,046,416 |
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| 1,031,416 |
Accumulated deficit |
| (102,520) |
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| (102,520) |
Deficit accumulated during development stage |
| (1,018,826) |
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| (984,542) |
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Total Stockholders' Deficiency |
| (42,680) |
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| (23,396) |
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Total Liabilities and Stockholders' Deficiency | $ | 36,315 |
| $ | - |
See unaudited notes to financial statements
3
SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
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| For the Three Months Ended March 31, |
| For the Period from | |||||
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| 2008 |
| 2007 |
| 2008 | |||
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| (Unaudited) |
| (Unaudited) |
| (Unaudited) | |||
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Revenues |
| $ | - |
| $ | - |
| $ | - |
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Operating Expenses |
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Professional fees |
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| 17,534 |
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| 18,875 |
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| 110,112 |
General and administrative |
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| 1,750 |
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| 1,100 |
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| 74,610 |
Compensation - officer |
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| 15,000 |
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| 1,875 |
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| 830,427 |
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| �� |
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Total Operating Expenses |
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| 34,284 |
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| 21,850 |
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| 1,015,149 |
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Loss from Operations |
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| (34,284) |
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| (21,850) |
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| (1,015,149) |
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Other Expense: |
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Loss on foreign currency exchange |
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| - |
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| (361) |
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| (3,677) |
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Net Loss |
| $ | (34,284) |
| $ | (22,211) |
| $ | (1,018,826) |
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Net Loss per share - Basic and diluted |
| $ | - |
| $ | - |
| $ | (0.04) |
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Weighted Average Shares Outstanding |
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- Basic and diluted |
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| 32,250,000 |
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| 22,250,000 |
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| 23,211,331 |
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See unaudited notes to financial statements
4
SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
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| For the Period from | |
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| June 1, 2003 | |
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| (Inception of | |
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| For the Three Months Ended |
| Development Stage) | |||||
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| March 31, |
| to March 31, | |||||
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| 2008 |
| 2007 |
| 2008 | |||
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| (Unaudited) |
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| (Unaudited) |
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| (Unaudited) |
CASH FLOWS FROM OPERATING ACTIVITIES: |
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| Net loss |
| $ | (34,284) |
| $ | (22,211) |
| $ | (1,018,826) | ||
| Adjustments to reconcile net loss from operations to net cash |
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| used in operating activities: |
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| Contributed consulting services |
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| - |
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| - |
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| 100,000 | |
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| Contributed services |
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| 15,000 |
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| 1,875 |
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| 22,500 | |
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| Stock-based compensation |
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| - |
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| - |
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| 392,927 | |
| Changes in assets and liabilities: |
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| Prepaid expense |
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| (36,315) |
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| - |
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| (36,315) | |
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| Accounts payable |
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| (3,086) |
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| 10,994 |
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| 76,492 | |
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| Accrued compensation - officer |
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| - |
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| 1,875 |
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| 322,500 | |
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NET CASH USED IN OPERATING ACTIVITIES |
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| (58,685) |
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| (7,467) |
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| (140,722) | |||
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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| Proceeds from related party loans and advances |
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| 58,685 |
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| 7,346 |
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| 125,722 | |
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NET CASH PROVIDED BY FINANCING ACTIVITIES |
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| 58,685 |
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| 7,346 |
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| 125,722 | |||
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NET INCREASE (DECREASE) IN CASH |
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| - |
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| (121) |
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| (15,000) | |||
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CASH - beginning of period |
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| - |
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| 2,632 |
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| - | |||
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CASH - end of period |
| $ | - |
| $ | 2,511 |
| $ | (15,000) | |||
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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| Cash paid for: |
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| Interest |
| $ | - |
| $ | - |
| $ | - |
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| Income taxes |
| $ | - |
| $ | - |
| $ | - |
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| Non-cash investing and financing activities |
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| Reduction of liabilities reflected as contributed capital |
| $ | - |
| $ | - |
| $ | 445,719 |
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See unaudited notes to financial statements.
5
SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2008
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 the 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 offers 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 had determined that proceeding with its initial business plan would not be viable. Accordingly, 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 included development of a b usiness 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, 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 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 generally accepted accounting principles and with the instructions to Form 10-Q for interim financial information. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary to make the interim financials not misleading have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2007 and notes thereto contained in the Report on Form 10-KSB of the Company as filed with the Securities and Exchange Commission. The results of operations for the three months ended March 31, 2008 are not necessarily indicative of the results for the full fiscal year ending December 31, 2008.
NOTE 2 - GOING CONCERN
As reflected in the accompanying financial statements, the Company has a net loss and net cash used in operations of $34,284 and $58,685, respectively, for the three months ended March 31, 2008 and a deficit accumulated during development stage of $1,018,826 and stockholders’ deficiency of $42,680 at March 31, 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 had 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. The sale of a majority interest (approximately 68%) occurred in August 2007 and now management intends to merge an operating entity into the Company. Management believes that such actions will 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.
6
SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2008
NOTE 3 - RELATED PARTIES
Office space was and is provided on a month-to-month basis formerly by the Company’s CEO and currently by an affiliate for no charge, however, for all periods presented, the value was not material.
During each of the years ended December 31, 2007, 2006, 2005 and December 31, 2004, the Company received proceeds totaling $67,037 from the Company’s officer and former officer ($23,734, $22,573, $20,630 and $100, respectively) for general and administrative expenses. Additionally, during 2007, a former officer advanced cash to the company of $8,846. On August 30, 2007, in connection with the sale of the Company’s common stock in a private transaction (See Note 1), this debt was settled. Accordingly, the Company reduced this debt by $52,149 and reflected contributed capital of $52,149 by increasing paid-in capital on the accompanying balance sheet.
Prior to August 30, 2007, the Company reflected accrued compensation - officers of $322,500 due to the Company’s former officers of $310,000 and $12,500, respectively. In August 2007, in connection with the sale of certain common shares of Company’s common stock held by a majority stockholder, in a private transaction (See Note 1), this accrued compensation was settled. Accordingly, the Company reduced accrued compensation - officers by $322,500 and reflected contributed capital of $322,500 by increasing paid-in capital on the accompanying balance sheet.
During the year ended December 31, 2007 and 2006, in connection with legal services provided by a former officer of the Company, the Company valued this service at its fair market value and recorded compensation expense and contributed capital of $5,000 and $7,500, respectively.
During the year ended December 31, 2007, a company related to the Company’s chief executive officer through common ownership, advanced funds of $17,199 to the Company for working capital purposes. These advances are reflected as due to related party on the accompanying balance sheet, are non-interest bearing and are payable on demand.
During the three months ended March 31, 2008, a company related to the Company’s chief executive officer through common ownership, advanced funds of $58,685 to the Company for working capital purposes. These advances are reflected as due to related party on the accompanying balance sheet, are non-interest bearing and are payable on demand.
During the three months ended March 31, 2008, in connection with compensation for services provided by an officer of the Company, the Company valued this service at its fair market value and recorded compensation expense and contributed capital of $15,000.
NOTE 4 - STOCKHOLDERS’ DEFICIENCY
In June 2003, the Company issued 10,250,000 shares to R. L. Smitten who was considered a promoter for perpetual exclusive rights to market local lore and legend magazines. There was no net accounting effect of this transaction as the original cost basis to the promoter was zero.
During 2004, compensation in the amount of $100,000 was recorded to additional paid-in capital for services provided by the officer.
During 2004, legal expenses in the amount of $2,500 were recorded to additional paid-in capital for legal services provided.
7
SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2008
NOTE 4 - STOCKHOLDERS’ DEFICIENCY (CONTINUED)
During 2005, legal expenses in the amount of $7,500 were recorded to additional paid-in capital for legal services provided.
During 2006, legal expenses in the amount of $7,500 were recorded to additional paid-in capital for legal services provided.
During 2007, legal expenses in the amount of $5,000 were recorded to additional paid-in capital for legal services provided.
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 for all periods presented in the accompanying statement of changes in stockholders’ deficiency and in the balance sheet.
On August 30, 2007, in connection with the sale of the Company’s common stock in a private transaction (See Note 1), accounts payable amounting to $73,381 was repaid and the former officer’s estate retained the remaining cash balance of $2,311. Accordingly, the Company reduced accounts payable by $73,381 and reduced cash by $2,311 and reflected a contributed capital of $71,070 by increasing paid-in capital on the accompanying balance sheet.
On August 30, 2007, in connection with the sale of the Company’s common stock in a private transaction (See Note 1), amounts due to former officers of the company of $52,149 and accrued compensation - officers of $322,500 was settled. Accordingly, the Company reflected a contributed capital of $374,649 by increasing paid-in capital on the accompanying balance sheet (see Note 3).
On September 30, 2007, the Company issued 10,000,000 shares of its common stock to its chief executive officer for services rendered. The shares were valued and expensed at $392,927 or $0.039 per share which was a contemporaneous sale price in a private transaction where a former officer’s estate sold a portion of his common shares of the Company to the new officer (see Note 1).
During the three months ended March 31, 2008, compensation in the amount of $15,000 was recorded to additional paid-in capital for services provided by an officer of the Company.
8
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
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.
Results of Operations for Quarter ended March 31, 2008 compared to March 31, 2007
We had no operations during the quarter ended March 31, 2008 or March 31, 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 $34,284 and $58,685, respectively, for the three months ended March 31, 2008 and a deficit accumulated during development stage of $1,018,826 and stockholders’ deficiency of $42,680 at March 31, 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. On August 30, 2007, the Company’s former officer sold controlling interest to a third party who intends to subsequently merge an operating business into the Company. 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 March 31, 2008, we had no cash available 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 $5,000 per quarter for 10-Q quarterly filings and $10,000 per 10-K annual filing. Prior management had advanced and paid $52,149 since inception of development stage of our operating expenses as of December 31, 2007. In connection with the sale of the controlling interest in the Company as discussed elsewhere, these debts were settled.
In addition to the above advances, a company related to Robert L. Cox, the Company’s current Chief Executive Officer, through common ownership advanced funds of $17,199 during fiscal 2007 and $58,685 during the three months ended March 31, 2008 to the Company for working capital purposes. The obligation to repay these funds is not reflected in any written note, bears no interest and is due upon demand. Management is not obligated to provide these or any other funds. Additionally, during the three months ended March 31, 2008, compensation in the amount of $15,000 was recorded to additional paid-in capital for services provided by Mr. Cox. If we fail to meet our Exchange Act filing requirements, we may lose the qualification and our securities would no longer trade on the over the counter bulletin board. Further, 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 pro vide 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.
9
Critical Accounting Policies
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. 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 applications of accounting policies. 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.
Effective January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share Based Payment ("SFAS No. 123R"). SFAS No. 123R establishes the financial accounting and reporting standards for stock-based compensation plans. As required by SFAS No. 123R, we recognize the cost resulting from all stock-based payment transactions including shares issued in the financial statements.
Recent Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements." SFAS No. 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair hierarchy. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years, with early adoption permitted. The Company has determined that this interpretation does not have a material impact on its financial position, results of operations, or cash flows .
In December 2006, FASB Staff Position No. EITF 00-19-2, “Accounting for Registration Payment Arrangements,” was issued. The FSP specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with SFAS No. 5, “Accounting for Contingencies.” The Company believes that its current accounting is consistent with the FSP.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, Including an Amendment of FASB Statement No. 115” , under which entities will now be permitted to measure many financial instruments and certain other assets and liabilities at fair value on an
instrument-by-instrument basis. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS 157. The Company has determined that this interpretation does not have a material impact on its financial position, results of operations, or cash flows.
In May 2007, the FASB issued FASB Staff Position No. FIN 48-1, Definition of Settlement in FASB Interpretation No. 48 (“the FSP”). The FSP provides guidance about how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. Under the FSP, a tax position could be effectively settled on completion of examination by a taxing authority if the entity does not intend to appeal or litigate the result and it is remote that the taxing authority would examine or re-examine the tax position. The Company does not expect that this interpretation will have a material impact on its financial position, results of operations, or cash flows.
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In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” which replaces SFAS No. 141, “ Business Combinations,” which, among other things, establishes principles and requirements for how an acquirer entity recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed (including intangibles) and any non-controlling interests in the acquired entity. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We are currently evaluating what impact our adoption of SFAS No. 141(R) will have on our financial statements.
In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.” SFAS No. 160 amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It also amends certain of ARB 51’s consolidation procedures for consistency with the requirements of SFAS No. 141(R). SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. We are currently evaluating what impact our adoption of SFAS No. 160 will have on our financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.
The Company has no off-balance sheet arrangements.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
Not applicable for a smaller reporting company.
Item 4T.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. We maintain "disclosure controls and procedures" as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all poten tial future conditions. Based on his evaluation as of the end of the period covered by this report, our CEO who also serves as our principal financial and accounting officer, has concluded that our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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.
None.
Item 6.
Exhibits
No. | Description |
|
|
31.1 | Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer |
31.2 | Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial and Accounting Officer |
32.1 | Section 1350 Certification of Chief Executive Officer [and principal financial and accounting officer] |
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|
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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.
Date: May 15, 2008 | SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC. | |
|
| |
| /s/ Robert Cox |
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| Robert Cox | |
| Chief Executive Officer and Chief Financial Officer | |
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