U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
S
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007
£
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File No. 000-52284
ACHERON, INC.
(Exact name of small business issuer as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization) | 87-0530644 (IRS Employer Identification No.) |
899 South Artistic Circle, Springville, UT 84663
(Address of principal executive offices)
(801) 489-4802
(Issuer’s telephone number)
Not Applicable
(Former name and address)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesS No£
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. 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 September 30, 2007: 21,400,000 shares of common stock, par value $0.001.
Transitional Small Business Format: Yes£ NoS
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes S No£
ACHERON, INC.
FORM 10-QSB
SEPTEMBER 30, 2007
INDEX
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| Page |
PART I. | Financial Information | 3 |
| Item 1. Unaudited Condensed Financial Statements Unaudited Condensed Balance Sheet – September 30, 2007 Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2007 and 2006, and from re-entering development stage on December 20, 2005 through September 30, 2007 Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2007 and 2006, and from re-entering development stage on December 20, 2005 through September 30, 2007 Notes to Unaudited Condensed Financial Statements Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation Item 3. Controls and procedures | 4 6 7 8 9 11 13 |
PART II. | Other Information Item 6. Exhibits and Reports on Form 8-K | 14 |
Signatures | 14 |
(Inapplicable items have been omitted)
2
PART I.
Financial Information
Item 1. Unaudited Condensed Financial Statements
In the opinion of management, the accompanying unaudited condensed financial statements included in this Form 10-QSB reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
3
ACHERON, INC.
[A Development Stage Company]
UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
4
ACHERON, INC.
[A Development Stage Company]
CONTENTS
PAGE
—
Unaudited Condensed Balance Sheet,
September 30, 2007
6
—
Unaudited Condensed Statements of Operations,
for the three and nine months ended September 30, 2007
and 2006 and from re-entering development stage on
December 20, 2005 through September 30, 2007
7
—
Unaudited Condensed Statements of Cash Flows,
for the nine months ended September 30, 2007
and 2006 and from re-entering development stage on
December 20, 2005 through September 30, 2007
8
—
Notes to Unaudited Condensed Financial Statements
9
5
ACHERON, INC.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEET
ASSETS | ||||
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| September 30, |
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| 2007 |
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CURRENT ASSETS: |
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Cash |
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| $ | 537 |
Prepaid expense |
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| 3,014 |
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Total Current Assets |
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| $ | 3,551 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
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CURRENT LIABILITIES: |
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Accounts payable |
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| $ | 1,490 |
Accrued interest |
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| 548 |
Convertible note payable – related party |
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| 5,000 |
Contingent liability – tax penalties and interest |
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| 22,800 |
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Total Current Liabilities |
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| 29,838 |
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Total Liabilities |
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| 29,838 |
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STOCKHOLDERS' EQUITY (DEFICIT): |
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Preferred stock, $.001 par value, |
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5,000,000 shares authorized, |
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no shares issued and outstanding |
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| - |
Common stock, $.001 par value, |
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100,000,000 shares authorized, |
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21,400,000 shares issued and outstanding |
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| 21,400 |
Capital in excess of par value |
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| 121,596 |
Retained Earnings |
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| (138,588) |
Deficit accumulated during the |
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development stage |
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| (30,695) |
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Total Stockholders' Equity (Deficit) |
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| (26,287) |
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Total Liabilities and Stockholder’s Equity |
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| $ | 3,551 |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
6
ACHERON, INC.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
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| From |
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| re-entering |
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| Development |
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| Stage on |
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| For the Three |
| For the Nine |
| Dec. 20, 2005 | ||||
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| Months Ended |
| Months Ended |
| through | ||||
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| September 30, |
| September 30, |
| September 30, | ||||
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| 2007 |
| 2006 |
| 2007 |
| 2006 |
| 2007 |
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REVENUE | $ | - | $ | - | $ | - | $ | - | $ | - |
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EXPENSES: |
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General and administrative |
| 2,484 |
| 4,246 |
| 11,688 |
| 7,257 |
| 27,297 |
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LOSS BEFORE OTHER |
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INCOME (EXPENSE) |
| (2,484) |
| (4,246) |
| (11,688) |
| (7,257) |
| (27,297) |
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OTHER INCOME (EXPENSE): |
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Interest Expense |
| (500) |
| (502) |
| (1,500) |
| (1,348) |
| (3,398) |
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LOSS BEFORE INCOME |
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TAXES |
| (2,984) |
| (4,748) |
| (13,188) |
| (8,605) |
| (30,695) |
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CURRENT TAX EXPENSE |
| - |
| - |
| - |
| - |
| - |
DEFERRED TAX EXPENSE |
| - |
| - |
| - |
| - |
| - |
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NET LOSS | $ | (2,984) | $ | (4,748) | $ | (13,188) | $ | (8,605) | $ | (30,695) |
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LOSS PER COMMON SHARE: | $ | (.00) | $ | (.00) | $ | (.00) | $ | (.00) |
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WEIGHTED AVERAGE |
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NUMBER OF SHARES |
| 21,400,000 |
| 21,400,000 |
| 21,400,000 |
| 12,321,245 |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
7
ACHERON, INC.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
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| From |
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| re-entering |
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| Development |
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| Stage on | ||
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| For the Nine |
| Dec. 20, | ||
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| Months Ended |
| 2005 thru | ||
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| September 30, |
| September 30, | ||
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| 2007 |
| 2006 |
| 2007 |
Cash Flows from Operating Activities: |
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Net loss | $ | (13,188) | $ | (8,605) | $ | (30,695) |
Adjustments to reconcile net loss to net cash |
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provided (used) by operating activities: |
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Changes in assets and liabilities: |
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Increase (decrease) in accounts payable |
| (4,367) |
| (642) |
| 848 |
Decrease (increase) in prepaid expense |
| 2,186 |
| (6,175) |
| (3,014) |
Increase in contingent liability |
| 1,200 |
| 1,200 |
| 2,850 |
Increase in accrued interest |
| 300 |
| 148 |
| 548 |
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Net Cash Provided |
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(Used) by Operating Activities |
| (13,869) |
| (14,074) |
| (29,463) |
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Cash Flows from Investing Activities: |
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Net Cash (Used) by Investing Activities |
| - |
| - |
| - |
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Cash Flows from Financing Activities: |
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Proceeds from common stock issuances |
| - |
| 25,000 |
| 25,000 |
Proceeds from promissory notes |
| - |
| 5,000 |
| 5,000 |
Advance from a shareholder |
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| 2,500 |
| 2,500 |
Payment of advance from a shareholder |
| - |
| (2,500) |
| (2,500) |
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Net Cash Provided by Financing Activities |
| - |
| 30,000 |
| 30,000 |
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Net Increase (Decrease) in Cash |
| (13,869) |
| 15,926 |
| 537 |
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Cash at Beginning of Period |
| 14,406 |
| - |
| - |
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Cash at End of Period | $ | 537 | $ | 15,926 | $ | 537 |
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Supplemental Disclosures of Cash Flow Information: |
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Cash paid during the period for: |
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Interest | $ | - | $ | - | $ | - |
Income taxes | $ | - | $ | - | $ | - |
Supplemental Schedule of Noncash Investing and Financing Activities:
For the nine months ended September 30, 2007:
None
For the nine months ended September 30, 2006:
None
The accompanying notes are an integral part of these unaudited condensed financial statements.
8
ACHERON, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was organized under the laws of the State of Nevada as Harvest E-xpress on June 23, 1994. The Company engaged in the business of grain cutting and custom machine hire until 1996 when management determined it was in the best interest of the shareholders to seek a new business opportunity.
On April 22, 1997 the shareholders of the Company approved certain amendments to the Company’s articles of incorporation, including (a) changing the Company’s name to HLS (USA), Inc., and (b) changing the authorized capital of the Company to 60,000,000 shares of common stock par value $0.001 per share: consisting of 30,000,000 shares of Class A Common Stock and 30,000,000 shares of Class B Common Stock.
On May 2, 1997, the Company purchased 100% of the common shares of HLS Corporation Unlimited, a corporation organized under the laws of Bermuda, pursuant to a stock purchase agreement dated April 30, 1997. The purchase price was paid through the issuance of 590,000 shares of Class A Common Stock and 29,010,000 shares of Class B Common Stock.
On August 31, 1999, the Company effected an “unwind” of the agreement dated April 30, 1997 and cancelled the 590,000 shares of Class A Common Stock and the 29,010,000 shares of Class B Common Stock.
On April 13, 2006, the Company amended and restated the Articles of Incorporation and changed the name of the company to Acheron, Inc. The authorized capital of the Company was changed back to one class of common stock with 50,000,000 authorized Common shares.
On May 8, 2006, the Company amended the Articles of Incorporation to change the Authorized Common shares from 50,000,000 to 100,000,000. Management is currently seeking business opportunities. The Company plans to acquire, or merge with a targeted operating business that is seeking public company status.
The Company, at the present time, has not commenced operations and is defined by the SEC as a shell company. A shell company, (other than an asset-backed issuer), is a company with no or nominal operations and either 1) no or nominal assets, or 2) assets consisting solely of cash and cash equivalents, or 3) assets consisting of any amount of cash and cash equivalents and nominal other assets.
Development Stage -The Company has not generated any revenues from operations and is considered to have re-entered development stage on December 20, 2005. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.
Condensed Financial Statements -The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2007 and 2006 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2006 audited financial statements. The results of operations for the periods ended September 30, 2007 and 2006 are not necessarily indicative of the operating results for the full year.
9
ACHERON, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 - CONVERTIBLE NOTE PAYABLE
In September 2006 the Company issued two convertible promissory notes for $2,500 each for a total of $5,000. The notes bear interest at 8% per annum and are convertible into 500,000 shares of common stock each. The notes are due in May 2008. Accrued interest on the notes totaled $548 and $148 at September 30, 2007 and 2006, respectively.
NOTE 3 - CAPITAL STOCK
Preferred Stock- The Company has authorized 5,000,000 shares of preferred stock, $.001 par value, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors. No shares are issued and outstanding at September 30, 2007.
Common Stock -The Company has authorized 100,000,000 shares of common stock with a $.001 par value. At September 30, 2007 the Company had 21,400,000 shares issued and outstanding.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation – During the periods ended September 30, 2007 and 2006 the Company did not pay any compensation to its officers and directors, as the services provided by them were nominal.
Office Space- The Company has not had a need to rent office space. An officer/shareholder of the Company is allowing the Company to use his office as a mailing address, as needed, at no expense to the Company.
Shareholder Advance –During March 2006, a shareholder of the Company or entity related to the shareholder advanced the Company $2,500 and was reimbursed in April 2006.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception and has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 6 – SUBSEQUENT EVENTS
On October 2, 2007 a shareholder advanced $2,000 to the Company.
10
Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation
Forward-Looking Statement Notice
This Form 10-QSB contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-QSB that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.
Description of Business.
We were formed as a Nevada corporation on June 23, 1994 as Harvest E-xpress. On May 1, 1997, we changed our name to HLS (USA), Inc. On April 13, 2006, we changed our name to Acheron, Inc. Originally, our business was grain cutting and custom machine hire. We were not successful in our business and began seeking another opportunity. In 1997 we purchased HLS Corporation Unlimited to pursue the business of HLS whose asset consisted of securities representing an approximately 46% indirect interest in Henan Xinfei Co. Ltd., a Sino-foreign equity joint venture engaged in the manufacture and sale of refrigerators and freezers in China. The terms of the acquisition were never met and in August 1999, we completed the unwinding of the transaction with HLS and have been inactive since that time.
We have now focused our efforts on seeking a business opportunity. The Company will attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will 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.
Sources of Opportunities
We anticipate that business opportunities may arise from various sources, including officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.
We will seek potential business opportunities from all known sources, but will rely principally on the personal contacts of our officers and directors as well as indirect associations between them and other business and professional people. Although we do not anticipate engaging professional firms specializing in business acquisitions or reorganizations, we may retain such firms if management deems it in our best interests. In some instances, we may publish notices or advertisements seeking a potential business opportunity in financial or trade publications.
Criteria
We will not restrict our search to any particular business, industry or geographical location. We may acquire a business opportunity in any stage of development. This includes opportunities involving “start up” or new companies. In seeking a business venture, management will base their decisions on the business objective of seeking long-term capital appreciation in the real value of our company. We will not be controlled by an attempt to take advantage of an anticipated or perceived appeal of a specific industry, management group, or product.
11
In analyzing prospective business opportunities, management will consider the following factors:
·
available technical, financial and managerial resources;
·
working capital and other financial requirements;
·
the history of operations, if any;
·
prospects for the future;
·
the nature of present and expected competition;
·
the quality and experience of management services which may be available and the depth of the management;
·
the potential for further research, development or exploration;
·
the potential for growth and expansion;
·
the potential for profit;
·
the perceived public recognition or acceptance of products, services, trade or service marks, name identification; and other relevant factors.
Generally, our management will analyze all available factors and make a determination based upon a composite of available facts, without relying on any single factor.
Methods of Participation of Acquisition
Management will review specific business and then select the most suitable opportunities based on legal structure or method of participation. Such structures and methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual arrangements, and may involve a reorganization, merger or consolidation transactions. Management may act directly or indirectly through an interest in a partnership, corporation, or other form of organization.
Procedures
As part of our investigation of business opportunities, officers and directors may meet personally with management and key personnel of the firm sponsoring the business opportunity. We may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures.
We will generally ask to be provided with written materials regarding the business opportunity. These materials may include the following:
·
descriptions of product, service and company history; management resumes;
·
financial information;
·
available projections with related assumptions upon which they are based;
·
an explanation of proprietary products and services;
·
evidence of existing patents, trademarks or service marks or rights thereto;
·
present and proposed forms of compensation to management;
·
a description of transactions between the prospective entity and its affiliates;
·
relevant analysis of risks and competitive conditions;
·
a financial plan of operation and estimated capital requirements;
·
and other information deemed relevant.
Competition
We expect to encounter substantial competition in our efforts to acquire a business opportunity. The primary competition is from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals.
12
Employees
We do not currently have any employees but rely upon the efforts of our officer and director to conduct our business. We do not have any employment or compensation agreements in place with our officer and director although they are reimbursed for expenditures advanced on our behalf.
Description of Property.
We do not currently own any property. Mr. White, our president, allows us to use his office in Springville, Utah on a rent-free basis. We will not seek independent office space until we pursue a viable business opportunity and recognize income.
Nine Month Period Ended September 30, 2007 and 2006
Our revenues, since re-entering the development stage on December 20, 2005, total $0 and we have a cumulative net loss of $30,695 for the same period through September 30, 2007. Our revenues for the nine months ending September 30, 2007 were $0 compared to $0 for the same period in 2006. For the nine months ending September 30, 2007 net loss was $13,188 compared to $8,605 for the same period in 2006. Expenses during the nine months ended September 30, 2007, consisted of $11,688 in general and administrative expense and $0 in depreciation and amortization. Expenses during the comparable period in 2006 consisted of $0 in depreciation and amortization and $7,257 in general and administrative expenses. Interest expense totaled $1,500 and $1,348 for the nine months ended September 30, 2007 and 2006, respectively.
As of September 30, 2007 our total assets were $3,551 consisting of cash of $537 and prepaid expenses of $3,014. Total liabilities at September 30, 2007 are $29,838 consisting of $1,490 in accounts payable, $5,000 in notes payable, $548 in accrued interest, and $22,800 in contingent liability for possible tax penalties and interest.
Liquidity and Capital Resources
At September 30, 2007 we had $537 in cash and have had no revenues since re-entering the Development Stage on December 20, 2005. We estimate that general and administrative expenses for the next twelve months will be approximately $16,000. At September 30, 2007 we also had total liabilities of $29,838. As a result, we will need to generate up to $46,000 to pay our debts and meet our ongoing financial needs. On October 2, 2007 the president of the Company advanced $2,000 to meet on going obligations. Since inception we have primarily financed our operations through the sale of common stock. In order to raise the necessary capital to maintain our reporting company status, we may sell additional stock, arrange debt financing or seek advances from our officers or shareholders. We do not have any commitments for financing.
Item 3. Controls and Procedures
(a)
Evaluation of Disclosure Controls and Procedures. The Company's management, with the participation of the chief executive officer/chief financial officer, carried out an evaluation of the effectiveness of the Company's "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and 15-d-15(e) as of the end of the period covered by this quarterly report (the "Evaluation Date"). Based upon that evaluation the chief executive officer/chief financial officer concluded that, as of the Evaluation Date, the Company's disclosure, controls and procedures are effective, providing material information relating to the Company as required to be disclosed in the reports the Company files or submits under the Exchange Act on a timely basis.
(b)
Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
The Company has filed no Form 8-K for the current period.
Exhibits:
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.
Exhibit No. | SEC Ref. No. | Title of Document |
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1 | 31.1 | Certification of the Principal Executive Officer/ Principal |
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| Financial Officer pursuant to Section 302 of the Sarbanes |
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| -Oxley Act of 2002 | Attached |
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2 | 32.1 | Certification of Chief Executive Officer and Chief Financial |
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| Officer pursuant to section 906 of the Sarbanes-Oxley Act |
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| of 2002* | Attached |
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* The Exhibit attached to this Form 10-QSB shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ACHERON, INC.
Date: October 31, 2007
/s/ Steven L. White
Steven L. White
Chief Executive Officer
Chief Financial Officer
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