SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010
OR
[ ]TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934
From the transition period from ___________ to ____________.
Commission File Number 000-51750
SILVER PEARL ENTERPRISES, INC.
(Exact name of small business issuer as specified in its charter)
| Nevada | 45-0538522 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
1541 E. Interstate 30, Rockwall, Texas 75087
(Address of principal executive offices)
(972) 722-4411
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) 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 [ ].
Indicate by check mark whether the Registrant is a large accredited filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accredited filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
| Large Accredited Filer | [ ] | Accelerated Filer | [ ] | |
| Non-Accredited Filer | [ ] | Smaller Reporting Company | [X] |
Indicate by a check mark whether the company is a shell company (as defined by Rule 12b-2 of the Exchange Act: Yes [X] No [ ].
As of April 14, 2010, there were 5,696,800 shares of Common Stock of the issuer outstanding.
PART I FINANCIAL STATEMENTS | ||
Item 1 | Financial Statements | 3 |
Item 2 | Management's Discussion and Analysis or Plan of Operation | 12 |
Item 3 | Controls and Procedures | 13 |
PART II OTHER INFORMATION | ||
Item 6 | Exhibits and Reports on Form 8-K | 14 |
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SILVER PEARL ENTERPRISES, INC.
BALANCE SHEETS
As of March 31, 2010 and December 31, 2009
| ASSETS | ||||||||
March 31, 2010 (Unaudited) | December 31, 2009 (Audited) | |||||||
| Current Assets: | ||||||||
| Cash and Cash Equivalents | $ | 383 | $ | 454 | ||||
| TOTAL ASSETS | $ | 383 | $ | 454 | ||||
LIABILITIES AND STOCKHOLDERS’EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts Payable | $ | 25,900 | $ | 25,950 | ||||
| Due to Related Parties | 16,500 | 16,500 | ||||||
| Total Current Liabilities | 42,400 | 42,450 | ||||||
| Long Term Liabilities: | ||||||||
| Revolving Line-of-Credit – Related Party | 63,445 | 58,717 | ||||||
| Total Long Term Liabilities | 63,445 | 58,717 | ||||||
| Total Liabilities | $ | 105,845 | $ | 101,167 | ||||
Stockholders’ equity (deficit): | ||||||||
Preferred Stock, $.001 par value, 20,000,000 shares authorized, -0- and -0- shares issued and outstanding | 0 | 0 | ||||||
Common Stock, $.001 par value, 50,000,000 shares authorized 5,696,800 and 5,696,800 shares issued and outstanding | 5,697 | 5,697 | ||||||
| Additional Paid-In Capital | 555,453 | 555,453 | ||||||
| Retained Earnings (Deficit) | (666,612 | ) | (661,863 | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( 105,462 | ) | (100,713 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 383 | $ | 454 | ||||
The accompanying notes are an integral part of these financial statements.
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SILVER PEARL ENTERPRISES, INC.
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2010 and 2009
(Unaudited)
Three Months Ended March 31, | Three Months Ended March 31, | |||||||
| 2010 | 2009 | |||||||
| Revenue | $ | 0 | $ | 0 | ||||
| Operating expenses: | ||||||||
| General and administrative | 3,932 | 5,508 | ||||||
| Total operating expense | 3,932 | 5,508 | ||||||
(Loss) from operations | ( 3,932 | ) | ( 5,508 | ) | ||||
| Other (expense): | ||||||||
| Unrealized gain (loss) on securities | ( 71 | ) | 8 | |||||
| Dividend income | 3 | 0 | ||||||
| Interest expense | ( 749 | ) | ( 522 | ) | ||||
| Net (loss) | $ | ( 4,749 | ) | $ | ( 6,022 | ) | ||
| Net loss per share: | ||||||||
| Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average shares outstanding: | ||||||||
| Basic and diluted | 5,696,800 | 5,696,800 | ||||||
The accompanying notes are an integral part of these financial statements.
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| SILVER PEARL ENTERPRISES, INC. STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2010 and 2009 (Unaudited) |
Three Months Ended March 31, 2010 | Three Months Ended March 31, 2009 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( 4,749 | ) | $ | ( 6,022 | ) | ||
Adjustments to reconcile net deficit to cash used by operating activities: | ||||||||
| Change in assets and liabilities: | ||||||||
| Increase (Decrease) in Accounts Payable | ( 50 | ) | 136 | |||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | (4,799 | ) | ( 5,886 | ) | ||||
| CASH FLOWS USED IN INVESTING ACTIVITIES | 0 | 0 | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Net proceeds from line of credit | 4,728 | 5,882 | ||||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 4,728 | 5,882 | ||||||
| NET INCREASE (DECREASE) IN CASH | ( 71 | ) | (4 | ) | ||||
| Cash, beginning of period | 454 | 150 | ||||||
| Cash, end of period | $ | 383 | $ | 146 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Interest paid | $ | 749 | $ | 522 | ||||
| Income taxes paid | $ | 0 | $ | 0 | ||||
The accompanying notes are an integral part of these financial statements.
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SILVER PEARL ENTERPRISES, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2010
NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Activities, History and Organization
Silver Pearl Enterprises, Inc. (the “Company”) operated as a retailer of furniture and framed art until August of 2007 when it sold its assets due to continuing losses. The Company is now looking for an acquisition candidate. The Company is located in Rockwall, Texas and was incorporated on May 4, 2004, under the laws of the State of Texas.
As discussed in Note 2, the Company sold all of their operating assets during 2007 in exchange for a note receivable.
Significant Accounting Policies
The Company’s management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements.
The financial statements and notes are representations of the Company’s management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condi tion, results of operations and cash flows of the Company for the respective periods being presented.
FASB Accounting Standards Codification
In June 2009, the Financial Accounting Standards Board (“FASB”) issued new guidance concerning the organization of authoritative guidance under U.S. Generally Accepted Accounting Principles (“GAAP”). This new guidance created the FASB Accounting Standards Codification (“Codification”). The Codification has become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. The Codification became effective for the Company in its quarter ended September 30, 2009. As the Codification is not intended to change or alter existing U.S. GAAP, it did not have any impact on the Company’s consolida ted financial statements. On its effective date, the Codification superseded all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative.
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Basis of Presentation
The Company prepares its financial statements on the accrual basis of accounting.
Cash and Cash Equivalents
Cash and cash equivalents includes cash in bank with original maturities of three months or less are stated at cost which approximates market value, which in the opinion of management, are subject to an insignificant risk of loss in value.
Fair Value of Financial Instruments
In accordance with the reporting requirements of Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements” (formerly Statement of Financial Accounting Standards (“SFAS”) No. 157, “Disclosures About Fair Value of Financial Instruments”), the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this statement and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. At March 31, 2010, the Company did not have any financial instruments other than cash and cash equivalents.
Inventory
Inventory was comprised of goods purchased for resale; therefore, the Company had no raw materials or work in process. The Company uses the specific identification and FIFO (“First In, First Out”) methods for inventory tracking and valuation. Inventory is stated at the lower of cost or market value.
Revenue Recognition
The Company recognizes revenue from the sale of products in accordance with ASC 605-15 “Revenue Recognition”, (formerly Staff Accounting Bulletin No. 104 (“SAB 104”), "Revenue Recognition in Financial Statements”). Revenue will be recognized only when all of the following criteria have been met:
· Persuasive evidence of an arrangement exists; |
· Ownership and all risks of loss have been transferred to buyer, which is generally upon shipment; |
· The price is fixed and determinable; and |
· Collectability is reasonably assured. |
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All inventory is picked up by the customer or shipped to customers FOB shipping point. The risk of loss transfers to the customer at the time of pick up or shipment. Currently all revenue is generated from the sale of products and no revenue is earned from services rendered.
Revenue is recorded net any of sales taxes charged to customers.
Cost of Goods Sold
Cost of Goods Sold includes direct material costs and incoming and outgoing freight.
Advertising Costs
The Company incurred $0 and $0 advertising costs for the three months ended March 31, 2010 and 2009, respectively.
Concentrations of Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents with highly-rated financial institutions, limits the amount of credit exposure with any one financial institution and conducts ongoing evaluation of the credit worthiness of the financial institutions with which it does business.
Income Taxes
Income from the corporation is taxed at regular corporate rates per the Internal Revenue Code. There are no provisions for current taxes due to net available operating losses.
Earnings Per Share
Earnings (loss) per share (EPS) (basic) is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the period covered. As the Company has no potentially dilutive securities, diluted earnings (loss) per share (diluted) is equal to earnings (loss) per share (basic).
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
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| NOTE 2 – SALE OF ASSETS |
On August 31, 2007, the Company sold all of their operating assets, including all inventory and fixed assets. The purchaser also assumed certain operating liabilities. A loss of $46,384 was recognized on the sale.
The Company received a $47,953 note receivable in exchange for the assets. During 2008, the Company determined that the note was uncollectible, and was written off. A loss of $48,672 was recognized on the write-off, which included accrued interest of $719. Interest income of $2,877 was recognized in 2008 before the note was written off.
NOTE 3 – DUE TO RELATED PARTY
At March 31, 2010 and 2009, the Company owed $16,500 in rent to Dynacap Holdings Ltd., LLC (“Dynacap”). A shareholder who is also the spouse of the Company’s Chief Executive Officer, is also a member of Dynacap.
The Company’s Line of Credit is held by an entity controlled by the Chief Executive Officer’s spouse.
| NOTE 4 – LINE OF CREDIT-RELATED PARTY |
The Company entered into an amended and restated revolving credit arrangement on March 1, 2005 with a credit limit of $50,000, which was payable on demand. The line of credit was extended by an entity that is controlled by the CEO’s spouse. In 2009, the credit limit was increased to $75,000 and is now due on April 1, 2011. Collateral for the loan includes all of the assets and business interests, as well as all of the common stock that the Chief Executive Officer and Chief Financial Officer own (4,000,000 shares). The loan has an interest rate of 5% per annum. Upon the occurrence of an event of default, Lender may attach and apply any profits accrued by the Company, to cure the default or to apply on account of any indebtedness under the revolving credit arrangeme nt due and owing. At March 31, 2010, the balance owed on the revolving credit arrangement was $63,445 of which $3,221 is accrued interest.
| NOTE 5 – EQUITY |
The Company is authorized to issue 20,000,000 preferred shares at a par value of $0.001 per share. At March 31, 2010, no shares were outstanding.
The Company is authorized to issue 50,000,000 common shares at a par value of $0.001 per share. These shares have full voting rights. At March 31, 2010, there were 5,696,800 shares outstanding.
The Company does not have any stock option plans or stock warrants.
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| NOTE 6 – INCOME TAXES |
The Company has adopted ASC 740-10 “Income Taxes”, (formerly FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), which supplemented SFAS No. 109, “Accounting for Income Taxes” (“SFAS No. 109”)), by defining the confidence level that a tax position must meet in order to be recognized in the financial statements. The Interpretation requires that the tax effects of a position be recognized only it if is “more-likely-than-not” to be sustained based solely on its technical merits as of the reporting date. The more-likely-than-not threshold re presents a positive assertion by management that a company is entitled to the economic benefits of a tax position. If a tax position is not considered more-likely-than-not to be sustained based solely on its technical merits, no benefits of the tax position are to be recognized. Moreover, the more-likely-than-not threshold must continue to be met in each reporting period to support continued recognition of a benefit. With the adoption of FIN 48, companies are required to adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Any necessary adjustment would be recorded directly to retained earnings and reported as a change in accounting principle.
The Company’s deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry forwards. For Federal income tax purposes, the Company uses the cash basis of accounting, whereas the accrual basis is used for financial reporting purposes. In addition, certain assets are charged to expense when acquired under Section 179 of the Internal Revenue Code for income tax purposes.
The Company provided a full valuation allowance on the net deferred tax asset, consisting primarily of net operating loss carryforwards, because management has determined that it is more-likely-than-not that the Company will not earn income sufficient to realize the deferred tax assets during the carry forward period. The cumulative tax effect at the expected tax rate of 25% of significant items comprising the Company’s net deferred tax amounts as of March 31, 2010 and December 31, 2009 are as follows:
March 31, 2010 | December 31, 2009 | |||||||
| Deferred tax assets attributable to: | ||||||||
| Prior years | $ | 169,064 | $ | 164,651 | ||||
| Tax benefit (liability) for current year | 1,087 | 4,413 | ||||||
| Total Deferred Tax Benefit | $ | 170,151 | $ | 169,064 | ||||
| Valuation Allowance | (170,151 | ) | (169,064 | ) | ||||
| Net Deferred Tax Benefit | $ | 0 | $ | 0 | ||||
The realization of deferred tax benefits is contingent upon future earnings and is fully reserved at March 31, 2010.
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NOTE 7 – COMMITMENTS AND CONTINGENCIES
The lease for the Company’s retail space expired in July 2007 and was not renewed. The Company does not have any future minimum rental obligations or any other commitments as of March 31, 2010.
Rent expense was $0 for both periods ended March 31, 2010 and 2009.
NOTE 8 – FINANCIAL CONDITION AND GOING CONCERN
The Company has an accumulated deficit through March 31, 2010 totaling $666,612 and had negative working capital of $42,017. Because of this accumulated deficit, the Company will require additional working capital to develop its business operations. The Company intends to raise additional working capital either through private placements, public offerings, bank financing or by being acquired. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support the Company’s working capital requirements. To the extent that funds generated from any private placements, public o fferings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not be able to continue its operations.
The Company sold all of its operating assets during 2007, and is not generating any revenue to offset continuing expenses to operate the Company. The Company is currently seeking an acquisition candidate. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 9 – RECENT ACCOUNTING PRONOUNCEMENTS
The FASB has recently issued the following guidance:
SFAS No. 166: "Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140", which was codified into ASC 860, which was effective for the Company as of January 1, 2010.
SFAS No. 167: "Accounting for Transfers of Financial Assets", which was codified into ASC 810-10, which was be effective for the Company as of January 1, 2010.
FSP No. FAS 107-1 and APB 28-1: “Interim Disclosures about Fair Value of Financial Instruments”, which was codified into ASC 825.
FSP No. FAS 115-2 and FAS 124-2: “Recognition and Presentation of Other-Than-Temporary Impairments”, which was codified into ASC 320-10-65-4.
FSP No. FAS 157-4: “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”, which was codified into ASC 820-10-65-4.
Management has reviewed these new standards and believes they will have no material impact on the financial statements of the Company.
NOTE 10 – SUBSEQUENT EVENTS
The FASB issued ASC 855-10 “Subsequent Events”, (formerly SFAS No. 165, “Subsequent Events,”) which establishes general standards for accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. The pronouncement requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, whether that date represents the date the financial statements were issued or were available to be issued. In conjunction with the preparation of these financial statements, an evaluation of subsequent events was performed through April 1 4, 2010, which is the date the financial statements were issued. No reportable subsequent events were noted.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
This report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s actual results could differ materially from those set forth on the forward looking statements as a result of the risks set forth in the Company’s filings with the Securities and Exchange Commission, general economic conditions, and changes in the assumptions used in making such forward looking statements.
General
We were an independent retailer of home accessories, framed art and jewelry until August 31, 2007 when we sold our remaining inventory and fixed assets due to continuing losses. We now are looking for an acquisition candidate to add value for the benefit of our shareholders. As of the date of this filing, we have not entered into any definitive agreements with potential acquisition candidates.
RESULTS FOR THE FIRST QUARTER ENDED March 31, 2010
Our first quarter ended on March 31, 2010.
REVENUE. We had no operations and, accordingly, no revenue in the three months ended March 31, 2010 and none for the three months ended March 31, 2009.
EXPENSES. Total expenses for the three months ended March 31, 2010 and 2009 were $3,932 and $5,508, respectively. All expenses we incurred were for audit and regulatory filing expenses and miscellaneous operating expenses.
OTHER INCOME (EXPENSE). We had unrealized loss on our securities of $71 for the three months ended March 31, 2010 and a gain of $8 for the three months ended March 31, 2009.
We had dividend income of $3 and $0 for the three months ended March 31, 2010 and 2009, respectively.
We had interest expense on our line of credit of $749 and $522 for the three months ended March 31, 2010 and 2008, respectively.
NET INCOME (LOSS). Net loss for the three months ended March 31, 2010 and 2009 was $4,749 and $6,022, respectively.
LIQUIDITY AND CAPITAL RESOURCES. The company has limited liquidity and a negative working capital since it continued to incur losses since its inception. We are in the process of seeking an acquisition candidate to add value for the benefit of our shareholders.
Employees
As of March 31, 2010, the Company had one employee, its President, who is not compensated.
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Item 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2010. This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are not effective to ensure that all material information required to be filed in the quarterly Form 10-Q has been made known to them.
For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer 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 seg.) 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 in our reports filed under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropri ate to allow timely decisions regarding required disclosure.
Based upon an evaluation conducted for the period ended March 31, 2010, our Chief Executive and Chief Financial Officer as of March 31, 2010 and as of the date of this Report, has concluded that as of the end of the periods covered by this report, we have identified the following material weakness of our internal controls:
| · | Reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transaction. |
| · | Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control. |
In order to remedy our existing internal control deficiencies, as our finances allow, we will hire additional accounting staff.
Changes in Internal Controls over Financial Reporting
We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II
Items No. 1, 2, 3, 4, 5 - Not Applicable.
Item No. 6 - Exhibits and Reports on Form 8-K
(a) None.
(b) Exhibits
Exhibit Number Name of Exhibit
31.1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
In accordance with 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.
SILVER PEARL ENTERPRISES, INC.
By /s/ Denise Smith
Denise Smith, President, CFO
Date: April 13, 2010
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