UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended December 31, 2007
£ TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT
For the transition period from ___________ to _____________
Commission file number 333- 139991
JPG Associates, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada |
| 20-4940852 |
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
Jonathan So JPG Associates, Inc. 3420 Ocean Park Blvd., Suite 3000 Santa Monica, California, USA 90405 (Address of principal executive offices) |
310-450-9100 |
(Issuer's telephone number) |
|
(Former name, former address and former fiscal year, if changed since last report) |
Check 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. YesS No£
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 10,000,000 shares of Common Stock, as of March 28, 2008.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) (check one): Yes£ NoS
Transitional Small Business Disclosure Format (check one): Yes£ NoS
JPG ASSOCIATES, INC.
| Page Number |
PART 1 -Financial Information |
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Item 1 -Unaudited Financial Information: |
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Balance Sheets as of December 31, 2007 and September 30, 2007 | 3 |
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Statements of Operations for the Three Months Ended December 31, 2007 and 2006 | 4 |
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Statements of Cash Flows for the Three Months Ended December 31, 2007 and 2006 | 5 |
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Notes to Unaudited Financial Statements | 6 |
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Item 2. -Management’s Discussion and Analysis or Plan of Operation | 8 |
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Item 3. Controls and Procedures | 10 |
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PART II. -Other Information (Items 1-6) | 11 |
2
JPG Associates, Inc.
Balance Sheets
December 31, 2007 and September 30, 2007
(unaudited)
ASSETS |
| 12/31/07 |
| 9/30/07 |
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| (Unaudited) |
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Current Assets: |
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Cash | $ | 4,932 | $ | 2,338 |
Accounts receivable |
| 12,000 |
| 12,000 |
Total Current Assets |
| 16,932 |
| 14,338 |
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Computer Equipment – net |
| 805 |
| 895 |
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Total Assets | $ | $17,737 | $ | 15,233 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities: |
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Accrued expenses | $ | 20,998 | $ | 20,313 |
Loans from officer and related parties |
| 24,500 |
| 15,000 |
Total Current Liabilities |
| 45,498 |
| 35,313 |
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Stockholders' Deficit: |
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Preferred stock: $0.001 par value; 1,000,000 shares authorized, no shares issued and outstanding |
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Common stock: $0.001 par value; authorized: 74,000,000 shares; 10,000,000 shares issued and outstanding |
| 10,000 |
| 10,000 |
Accumulated deficit |
| (37,761) |
| (30,080) |
Stockholders’ Deficit |
| (27,761) |
| (20,080) |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 17,737 | $ | 15,233 |
See Notes to Financial Statements.
3
JPG Associates, Inc.
Statements of Operations
For the Three Months Ended December 31, 2007 and 2006
(unaudited)
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| 2007 |
| 2006 |
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Revenue | $ | - | $ | 29,400 |
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Costs and Expenses: |
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Compensation |
| - |
| 13,500 |
Subcontractor costs |
| - |
| 2,600 |
Selling and administrative |
| 7,681 |
| 10,373 |
Total |
| 7,681 |
| 26,473 |
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Net Income (loss) | $ | (7,681) | $ | 2,927 |
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Basic and diluted income (loss) per share | $ | * | $ | * |
Weighted average number of common shares outstanding |
| 10,000,000 |
| 10,000,000 |
*Less than $.01 per share.
See Notes to Financial Statements.
4
JPG Associates, Inc.
Statements of Cash Flows
For the Three Months Ended December 31, 2007 and 2006
(unaudited)
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| 2007 |
| 2006 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income | $ | (7,681) | $ | 2,927 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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Depreciation |
| 90 |
| - |
Change in net assets |
| 685 |
| (19,579) |
Net Cash Used by Operating Activities |
| (6,906) |
| (16,652) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Sale of common stock |
| - |
| 600 |
Loans from President and related parties |
| 9,500 |
| - |
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| 9,500 |
| 600 |
CASH FLOWS FROM INVESTING ACTIVITIES |
| - |
| - |
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INCREASE (DECREASE) IN CASH |
| 2,594 |
| (16,052) |
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CASH AT BEGINNING OF PERIOD |
| 2,338 |
| 21,180 |
CASH AT END OF PERIOD | $ | 4,932 | $ | 5,128 |
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See notes to financial statement
5
JPG ASSOCIATES, INC.
Notes to Unaudited Financial Statements
December 31, 2007
(Unaudited)
1.
BASIS OF PRESENTATION
The accompanying interim financial statements for the three-month periods ended December 31, 2007 and 2006 are unaudited and include all adjustments (consisting of normal recurring adjustments) considered necessary by management for a fair presentation. The results of operations realized during an interim period are not necessarily indicative of results to be expected for a full year. These financial statements should be read in conjunction with the information filed as part of the Company’s Annual Report on Form 10-KSB for the Year Ended September 30, 2007.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.
2.
SUBSEQUENT EVENT
On February 19, 2008 (the “Closing Date”), the Company entered into a Share Exchange Agreement (the “Agreement”) with PackItGreen Holdings, Inc. (“PackItGreen”), and the shareholders of PackItGreen (the “PackItGreen Shareholders”) pursuant to which the Company agreed to acquire (the “Acquisition”), subject to the satisfaction of the conditions to closing as outlined in the Agreement, all of the outstanding shares of common stock of PackItGreen from the PackItGreen Shareholders. As consideration for the acquisition of the shares of PackItGreen, the Company agreed to issue an aggregate of 30,560,000 shares of Common stock, $0.0001 par value (the “Common Stock”) to the PackItGreen Shareholders. Thereafter, the Company changed its name to PackItGreen Holdings Corp.
As a condition to the transaction, JPG’s shareholders owning an aggregate of 7,790,000 of the then outstanding 10,000,000 shares agreed to return such shares to JPG for cancellation. Further, PackItGreen agreed to pay such shareholders an aggregate of $550,000 (the “Purchase Price”) for such shares within ninety days of the Closing Date.
In order to complete this recapitalization and purchase, on the Closing Date, JPG caused its shareholders owning an aggregate of 7,790,000 of the then outstanding 10,000,000 shares of JPG to be returned to JPG for cancellation, and (ii) JPG caused one of its principal shareholders owning an additional 2,000,000 of the then outstanding 10,000,000 shares of JPG to be deposited in the name of a person or firm mutually acceptable to the parties at an account at a brokerage firm as is mutually designated by the Parties (the “Escrow Shares”), with the understanding that should the Purchase Price not be paid in a timely manner, then and in such event, the Escrow Shares may be sold and the proceeds from the sale of the Escrow Shares would be applied towards satisfaction of the Purchase Price.
6
Subsequent to the Closing Date, in May 2008, the parties entered into Amendment No. 1 to the Share Exchange Agreement (the “Amendment”), pursuant to which the parties have now agreed to remove the requirement for the $550,000 cash payment and in lieu thereof the parties have agreed that all proceeds from the sale of such 2,000,000 shares sold to satisfy the Purchase Price, which shall not be less than $550,000, shall be retained by the JPG pre-closing shareholders, with any remaining shares not sold to satisfy the Purchase Price being retained by the JPG pre-closing shareholder.
In connection with the acquisition of PackItGreen, the Company will change its name to PackItGreen Holdings Corp.
3.
STOCKHOLDERS’ EQUITY
In October 2006, the Company sold 600,000 shares of its common stock to 39 shareholders for $600 in cash.
Pursuant to the October 17, 2006 board of directors’ approval and subsequent stockholder approval, the Company adopted its 2006 Non-Statutory Stock Option Plan (the “Plan”) whereby we reserved for issuance up to 1,500,000 shares of our common stock. Non-Statutory Stock Options do not meet certain requirements of the Internal Revenue Service, as compared to Incentive Stock Options which meet the requirements of Section 422 of the Internal Revenue Code. Nonqualified options have two disadvantages compared to incentive stock options. One is that recipients have to report taxable income at the time that they exercise the option to buy stock, and the other is that the income is treated as compensation, which is taxed at higher rates than long-term capital gains. The Company intends to file a Registration Statement on Form S-8 so as to register those 1,500,000 shares of common stock underlying the options i n the Plan once it is eligible to do so.
No options have been issued or are outstanding under the Plan.
4.
CONCENTRATIONS
During the three-month periods ended December 31, 2007 and 2006, the Company performed engagements for the following clients:
| 2007 | 2006 | ||
Customer | Revenue | % | Revenue | % |
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Universal PreK (Springfield, MA) | - | - | $ 25,100 | 85.37 |
Snow Sports, Inc. | - | - | 4,300 | 14.63 |
Total | - | - | $ 29,400 | 100.00 |
All accounts receivable ($12,000 at December 31, 2007 and September 30, 2007) were due from a single unrelated customer. Work on that engagement has been suspended because of a family matter affecting the client. The Company does not know when that engagement will restart.
5.
RELATED PARTY LOANS
All notes payable ($24,500 at December 31, 2007 and $15,000 at September 30, 2007) are due to the Company’s President or parties related to the Company’s President.
7
ITEM 2
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Information set forth herein contains "forward-looking statements" which can be identified by the use of forward-looking terminology such as "believes," "expects," "may,” “should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The Company cautions readers that important factors may affect the Company’s actual results and could cause such results to differ materially from forward-looking statements made by or on behalf of the Company. These factors include the Company’s lack of historically profitable operations, dependence on key personnel, the success of the Company’s business, ability to manage anticipated growth and other factors identified in the Compa ny's filings with the Securities and Exchange Commission, press releases and/or other public communications.
Subsequent Event
The Company entered into an agreement in February 2008 which changed its management and business.
On February 19, 2008 (the “Closing Date”), the Company entered into a Share Exchange Agreement (the “Agreement”) with PackItGreen Holdings, Inc. (“PackItGreen”), and the shareholders of PackItGreen (the “PackItGreen Shareholders”) pursuant to which the Company agreed to acquire (the “Acquisition”), subject to the satisfaction of the conditions to closing as outlined in the Agreement, all of the outstanding shares of common stock of PackItGreen from the PackItGreen Shareholders. As consideration for the acquisition of the shares of PackItGreen, the Company agreed to issue an aggregate of 30,560,000 shares of Common stock, $0.0001 par value (the “Common Stock”) to the PackItGreen Shareholders. Thereafter, the Company changed its name to PackItGreen Holdings Corp.
As a condition to the transaction, JPG’s shareholders owning an aggregate of 7,790,000 of the then outstanding 10,000,000 shares agreed to return such shares to JPG for cancellation. Further, PackItGreen agreed to pay such shareholders an aggregate of $550,000 (the “Purchase Price”) for such shares within ninety days of the Closing Date.
In order to complete this recapitalization and purchase, on the Closing Date, JPG caused its shareholders owning an aggregate of 7,790,000 of the then outstanding 10,000,000 shares of JPG to be returned to JPG for cancellation, and (ii) JPG caused one of its principal shareholders owning an additional 2,000,000 of the then outstanding 10,000,000 shares of JPG to be deposited in the name of a person or firm mutually acceptable to the parties at an account at a brokerage firm as is mutually designated by the Parties (the “Escrow Shares”), with the understanding that should the Purchase Price not be paid in a timely manner, then and in such event, the Escrow Shares may be sold and the proceeds from the sale of the Escrow Shares would be applied towards satisfaction of the Purchase Price.
8
Subsequent to the Closing Date, in May 2008, the parties entered into Amendment No. 1 to the Share Exchange Agreement (the “Amendment”), pursuant to which the parties have now agreed to remove the requirement for the $550,000 cash payment and in lieu thereof the parties have agreed that all proceeds from the sale of such 2,000,000 shares sold to satisfy the Purchase Price, which shall not be less than $550,000, shall be retained by the JPG pre-closing shareholders, with any remaining shares not sold to satisfy the Purchase Price being retained by the JPG pre-closing shareholder.
Recent Accounting Pronouncements
In June 2003, the Securities and Exchange Commission adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002. Commencing with our annual report for the year ended September 30, 2008, we will be required to include a report of management on our internal control over financial reporting. The internal control report must include a statement
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of management’s responsibility for establishing and maintaining adequate internal control over our financial reporting;
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of management’s assessment of the effectiveness of our internal control over financial reporting as of year end;
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of the framework used by management to evaluate the effectiveness of our internal control over financial reporting; and
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that our independent accounting firm has issued an attestation report on management’s assessment of our internal control over financial reporting, which report is also required to be filed (beginning with the year ended September 30, 2009)
In September 2006, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standards No. 157,Fair Value Measurements ("FAS 157"). This Statement defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure related to the use of fair value measures in financial statements. The Statement is to be effective for our financial statements issued in 2008; however, earlier application is encouraged. We are currently evaluating the timing of adoption and the impact that adoption might have on its financial position or results of operations.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No 87, 88, 106 and 132(R) (“SFAS No. 158”). SFAS No. 158 requires the recognition of the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in the statement of financial position and the recognition of changes in that funded status in the year in which the changes occur through comprehensive income. SFAS No. 158 also requires the measurement of the funded status of a plan as of the date of the year-end statement of financial position. We do not anticipate that the adoption of this statement will have any effect on our financial condition and results of operations since we do not have any defined benefit or other postretirement plans.
9
On February 15, 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities: Including an amendment of FASB Statement No. 115 (“SFAS No. 159”). SFAS No. 159 permits all entities to elect to measure many financial instruments and certain other items at fair value with changes in fair value reported in earnings. SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007, with earlier adoption permitted. We do not anticipate that the adoption of this statement will have a material effect on our financial condition and results of operations.
The FASB, the Emerging Issues Task Force and the United States Securities and Exchange Commission have issued certain other accounting pronouncements and regulations as of September 30, 2006 that will become effective in subsequent periods; however, management does not believe that any of those pronouncements would have significantly affected our financial accounting measurements or disclosures had they been in effect during the years ended December 31, 2007 and 2006, and it does not believe that any of those pronouncements will have a significant impact on our financial statements at the time they become effective.
Off-Balance Sheet Arrangements
As of December 31, 2007, we had no off-balance sheet arrangements, including leases.
Critical Accounting Policies and Estimates
In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America, we must make decisions that impact the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgments based on our understanding and analysis of the relevant circumstances, historical experience, and actuarial valuations. Actual amounts could differ from those estimated at the time the consolidated financial statements are prepared.
Seasonality
As a result of the subsequent event described above, our historical business operations will change.
ITEM 3
CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (one person, our President), as appropriate, to allow timely decisions regarding required disclosures.
10
As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of that date.
There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II | ||
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OTHER INFORMATION | ||
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Item 1 | Legal Proceedings |
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| None |
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Item 2 | Unregistered Sale of Equity Securities and Use of Proceeds | |
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| None |
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Item 3 | Defaults Upon Senior Securities | |
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| None |
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Item 4 | Submission of Matters to a Vote of Shareholders | |
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| None |
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Item 5 | Other Information | |
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| None |
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Item 6 | Exhibits | |
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Exhibit Number |
| Description |
31.1 |
| Section 302 Certification Of Chief Executive And Chief Financial Officer |
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32.1 |
| Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002 – Chief Executive And Chief Financial Officer |
11
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| JPG Associates, Inc. |
| (Registrant) |
| /s/ Jonathan So |
| Jonathan So |
| Title: Principal Executive Officer |
| Principal Financial Officer |
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| May 29, 2008 |
12
