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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2005
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Serino 6, Corp.
(Name of small business issuer in its charter)
New Jersey | Applied For | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
3163 Kennedy Boulevard, Jersey City, New Jersey | 07306 | |
(Address of principal executive offices) | (Zip Code) |
Issuer’s telephone number: (201) 217-4137
Check whether the issuer (1) has filed all documents and reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.) [X] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common equity, as of October 31, 2005:100,000 shares of common stock.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
SEC 2334 (9-05)
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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SERINO 6, CORP.
FORM 10-QSB
INDEX
Part I-- FINANCIAL INFORMATION
Item 1. Financial Statements
4
Item 2. Management's Discussion and Analysis of Financial Condition
12
Item 3. Control and Procedures
12
Part II-- OTHER INFORMATION
Item 1. Legal Proceedings
13
Item 2. Changes in Securities
13
Item 3. Defaults Upon Senior Securities
13
Item 4. Submission of Matters to a Vote of Security Holders
13
Item 5. Other Information
13
Item 6. Exhibits
13
Signature
14
Certifications
15
2
PART I
Item 1. Financial Information
BASIS OF PRESENTATION
The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and Item 310 under subpart A of Regulation S-B. Accordingly, they 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 (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the six months ended October 31, 2005 are not necessarily indicative of results that may be expected for the year ending April 30, 2006. The financial statements are presented on the accrual basis.
3
SERINO 6 CORP.
(a development stage company)
FINANCIAL STATEMENTS
AS OF OCTOBER 31, 2005
AND FROM INCEPTION (APRIL 29, 2005)
THROUGH OCTOBER 31, 2005
SERINO 6 CORP.
(a development stage company)
Financial Statements Table of Contents
FINANCIAL STATEMENTS Page #
Balance Sheet 5
Statement of Operations and Retained Deficit 6
Statement of Stockholders Equity 7
Cash Flow Statement 8
Notes to the Financial Statements 9
4
SERINO 6 CORP.
(a development stage company)
BALANCE SHEET
As of October 31, 2005 and April 30, 2005
ASSETS
CURRENT ASSETS Oct. 31, 2005 April 30, 2005
Cash $ 0 $ 0
--------- --------
TOTAL ASSETS $ 0 $ 0
========= ========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accrued expenses $ 1,200 $ 500
-------- --------
TOTAL LIABILITIES 1,200 500
STOCKHOLDER'S EQUITY
PREFERRED STOCK – par value $0.0001;
50,000,000 shares authorized;
none issued or outstanding 0 0
Common Stock - par value $0.0001;
200,000,000 shares authorized;
100,000 and 1,000,000 issued and outstanding 10 100
Additional paid in capital 90 0
Accumulated Deficit (1,300) (600)
-------- --------
Total stockholder's equity (1,200) (500)
-------- --------
TOTAL LIABILITIES AND EQUITY $ 0 $ 0
======== ========
The accompanying notes are an integral part of these financial statements.
5
SERINO 6 CORP.
(a development stage company)
STATEMENT OF OPERATIONS
For the three months ended October 31, 2005, and
from inception (April 29, 2005) through October 31,2005
Three Months Six Months From Inception to
Oct. 31, 2005 Oct. 31, 2005 Oct. 31, 2005
REVENUE $ 0 $ 0 $ 0
COST OF SALES 0 0 0
----------- ------------ ------------
GROSS PROFIT 0 0 0
GENERAL AND ADMINISTRATIVE EXPENSES 350 700 1,300
----------- ----------- -----------
NET LOSS (350) (700) (1,300)
ACCUMULATED DEFICIT, BEGINNING BALANCE (950) (600) 0
----------- ----------- -----------
ACCUMULATED DEFICIT, ENDING BALANCE $ (1,300) $ (1,300) $ (1,300)
=========== =========== ===========
EARNINGS PER SHARE
Net loss per share ($0.01)
Weighted Average
Number of Common Shares Outstanding 100,000
The accompanying notes are an integral part of these financial statements.
6
SERINO 6 CORP.
(a development stage company)
STATEMENT OF STOCKHOLDER'S EQUITY
From inception (April 29, 2005) through October 31, 2005
ADDITIONAL ACCUMULATED
SHARES COMMON STOCK PAID IN DEFICIT TOTAL
------------- ------------- ----------- ------------ -----------
Stock issued as compensation
for acceptance of incorporation
expenses on April 29, 2005
at $0.0001 per share 1,000,000 $ 100 $ 0 $ 0 $ 100
Net loss (600) (600)
------------- ----------- ------------ ------------ ------------
Total at April 30, 2005 1,000,000 $ 100 $ 0 $ (600) $ (500)
Stock returned to treasury
And cancelled on May 1, 2005 (900,000) (90) 90 0 0
Net loss (700) (700)
------------- ------------ ------------ ------------ ------------
Total at October 31, 2005 100,000 $ 10 $ 90 $ (1,300) $ (1,200)
============= ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
7
SERINO 6 CORP.
(a development stage company)
STATEMENT OF CASH FLOWS
For the six months ended October 31, 2005 and
from inception (April 29, 2005) through October 31, 2005
Three Months From
CASH FLOWS FROM OPERATING ACTIVITIES Oct. 31,2005 Inception
Net income (loss) $ (700) $(1,300)
Stock issued as compensation 0 100
Increases (Decrease) in accrued expenses 700 1,200
-------- --------
NET CASH PROVIDED OR (USED) IN OPERATIONS 0 0
CASH FLOWS FROM INVESTING ACTIVITIES
None 0 0
CASH FLOWS FROM FINANCING ACTIVITIES
None 0 0
CASH RECONCILIATION
Net increase (decrease) in cash 0 0
Beginning cash balance 0 0
-------- --------
CASH BALANCE AT END OF PERIOD $ 0 $ 0
======== ========
The accompanying notes are an integral part of these financial statements.
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SERINO 6 CORP.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
1. Summary of significant accounting policies:
Industry: SERINO 6 CORP. (the Company), a Company incorporated in the state of
New Jersey as of April 29, 2005, plans to locate and negotiate with a business
entity for the combination of that target company with the Company. The
combination will normally take the form of a merger, stock-for-stock exchange or
stock- for-assets exchange. In most instances the target company will wish to
structure the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended. No assurances can be given that the Company will be successful
in locating or negotiating with any target company.
The Company has been formed to provide a method for a foreign or domestic
private company to become a reporting ("public") company whose securities are
qualified for trading in the United States secondary market.
The Company has adopted its fiscal year end to be April 30.
Results of Operations and Ongoing Entity: The Company is considered to be an
ongoing entity. The Company's shareholders fund any shortfalls in the Company's
cash flow on a day to day basis during the time period that the Company is in
the development stage.
Liquidity and Capital Resources: In addition to the stockholder funding capital
shortfalls; the Company anticipates interested investors that intend to fund the
Company's growth once a business is located.
Cash and Cash Equivalents: The Company considers cash on hand and amounts on
deposit with financial institutions which have original maturities of three
months or less to be cash and cash equivalents.
Basis of Accounting: The Company's financial statements are prepared in
accordance with generally accepted accounting principles.
Income Taxes: The Company utilizes the asset and liability method to measure
and record deferred income tax assets and liabilities. Deferred tax assets and
liabilities reflect the future income tax effects of temporary differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and are measured using enacted tax
rates that apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Deferred tax assets are
reduced by a valuation allowance when in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. At this time, the Company has set up an allowance for deferred taxes
as there is no company history to indicate the usage of deferred tax assets and
liabilities.
Fair Value of Financial Instruments: The Company's financial instruments may
include cash and cash equivalents, short-term investments, accounts receivable,
accounts payable and liabilities to banks and shareholders. The carrying amount
of long-term debt to banks approximates fair value based on interest rates that
are currently available to the Company for issuance of debt with similar terms
and remaining maturities. The carrying amounts of other financial instruments
approximate their fair value because of short-term maturities.
9
SERINO 6 CORP.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
Concentrations of Credit Risk: Financial instruments which potentially expose
the Company to concentrations of credit risk consist principally of operating
demand deposit accounts. The Company's policy is to place its operating demand
deposit accounts with high credit quality financial institutions. At this time
the Company has no deposits that are at risk.
2. Related Party Transactions and Going Concern:
The Company's financial statements have been presented on the basis that it is a
going concern in the development stage, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. At
this time the Company has not identified the business that it wishes to engage
in.
The Company's shareholders fund the Company's activities while the Company takes
steps to locate and negotiate with a business entity for combination; however,
there can be no assurance these activities will be successful.
3. Accounts Receivable and Customer Deposits:
Accounts receivable and Customer deposits do not exist at this time and
therefore have no allowances accounted for or disclosures made.
4. Use of Estimates:
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenue
and expenses. Management has no reason to make estimates at this time.
5. Revenue and Cost Recognition:
The Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement reporting.
6. Accrued Expenses:
Accrued expenses consist of accrued legal, accounting and office costs during
this stage of the business.
7. Operating Lease Agreements:
The Company has no agreements at this time.
8. Stockholder's Equity:
Preferred Stock:
Preferred stock includes 50,000,000 shares authorized at a par value of $0.0001
None of which have been issued.
SERINO 6 CORP.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
Common Stock:
Common Stock includes 100,000,000 shares authorized at a par value of $0.0001, of
which 1,000,000 have been issued for the amount of $100 on April 29, 2005 in
acceptance of the incorporation expenses for the Company. On May 1, 2005 900,000
common shares of stock were returned to treasury and cancelled at a value of $0.00.
9. Required Cash Flow Disclosure for Interest and Taxes Paid:
The company has paid no amounts for federal income taxes and interest. The
Company issued 100,000 common shares of stock to its sole shareholder in
acceptance of the incorporation expenses for the Company.
10. Earnings Per Share:
Basic earnings per share ("EPS") is computed by dividing earnings available to
common shareholders by the weighted-average number of common shares outstanding
for the period as required by the Financial Accounting Standards Board (FASB)
under Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
Plan of Operation
The Company is continuing its efforts to locate a merger Candidate for the purpose of a merger. It is possible that the Company will be successful in locating such a merger candidate and closing such merger. However, if the registrant cannot effect a non-cash acquisition, the registrant may have to raise funds from a private offering of its securities under Rule 506 of Regulation D. There is no assurance the registrant would obtain any such equity funding.
Results of Operation
The Company did not have any operating income from inception (April 29, 2005) through September 31, 2005. For the six months ended October 31, 2005, the Company recognized a net loss of $700. Some general and administrative expenses during the year were accrued. Expenses for the year were comprised of costs mainly associated with legal, accounting and office.
Liquidity and Capital Resources
At October 31, 2005, the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.
Item 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
The Chief Executive Officer of Serino 6, Corp. maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information which is required to be disclosed is accumulated and communicated to management in a timely manner. Under the supervision and with the participation of management, the certifying officer evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the certifying officer concluded that the Company's disclosure controls and procedures are effective in timely alerting management to material information relative to the Company required to be disclosed in periodic filings with the SEC.
(b) Changes in internal controls.
The Chief Executive Officer has indicated that there were no significant changes in internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is currently not a party to any pending legal proceedings and no such action by or to the best of its knowledge, against the Company has been threatened.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the quarter ending October 31, 2005 covered by this report to a vote of the Company's shareholders, through the solicitation of proxies or otherwise.
Item 5. Other Information.
None
Item 6. Exhibits.
(a) Exhibits
31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
By: /s/ Vincent L. Verdiramo
----------------------------------------------
Vincent L. Verdiramo
Title: President
Dated: December 14, 2005
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