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 December 31, 2007
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____________
Commission File No.
000-52250
NEW POWER TECH, INC.
(Exact name of small business issuer as specified in its charter)
______________
Delaware | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
350 Fifth Avenue Suite 4304 New York NY | 10118 |
(Address of principal executive offices) | (Zip Code) |
(917) 346-1489 |
(Issuer’s telephone number) |
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.
Yes x ��No o
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 o No x
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yes x No o
State the number of shares outstanding of each of the issuer’s classes of common equity, as of February 8, 2008: 100,000 shares of common stock.
Transitional Small Business Disclosure Format (check one): Yes o No x
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION | |
Item 1. Financial Information | |
Item 2. Management’s Discussion and Analysis or Plan of Operation | |
Item 3. Controls and Procedures | |
| |
PART II -OTHER INFORMATION | |
Item 1. Legal Proceedings. | |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. | |
Item 3. Defaults Upon Senior Securities. | |
Item 4. Submission of Matters to a Vote of Security Holders. | |
Item 5. Other Information. | |
Item 6. Exhibits and Reports of Form 8-K. | |
| |
SIGNATURES | |
PART I - FINANCIAL INFORMATION
ITEM 1. | FINANCIAL INFORMATION |
NEW POWER TECH, INC.
(F/K/A UNITED NATIONS TRADE FINANCE SECURITIES CENTER (HOKKAIDO), INC.)
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
| | |
PAGE | 1 | CONDENSED BALANCE SHEETS AS OF DECEMBER 31, 2007 (UNAUDITED) AND JUNE 30, 2007 (AUDITED) |
| | |
PAGE | 2 | CONDENSED STATEMENT OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2007 AND 2006 AND FOR THE PERIOD FROM JUNE 14, 2006 (INCEPTION) TO DECEMBER 31, 2007 (UNAUDITED) |
| | |
PAGE | 3 | CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIENCY FOR THE PERIOD FROM JUNE 14, 2006 (INCEPTION) TO DECEMBER 31, 2007 (UNAUDITED) |
| | |
PAGE | 4 | CONDENSED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED DECEMBER 31, 2007 AND 2006 AND FOR THE PERIOD FROM JUNE 14, 2006 (INCEPTION) TO DECEMBER 31, 2007 (UNAUDITED) |
| | |
PAGES | 5 - 9 | NOTES TO FINANCIAL STATEMENTS (UNAUDITED) |
| | |
New Power Tech, Inc. |
(f/k/a United Trade Finance Securities Center (Hokkaido), Inc.) | |
(A Development Stage Company) | |
Condensed Balance Sheets | |
| | | |
| | | | | |
ASSETS | | | |
| | | | | |
| | 12/31/2007 | | 6/30/2007 | |
| | (Unaudited) | | (Audited) | |
| | | | | |
Current Assets | | | | | |
Cash | | $ | 11,037 | | $ | 19,016 | |
Due from related party | | | 500 | | | 500 | |
| | | | | | | |
Total Assets | | $ | 11,537 | | $ | 19,516 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIENCY | | | |
| | | | | | | |
Current Liabilities | | | | | | | |
Accounts payable and accrued expenses | | $ | 2,074 | | $ | 1,291 | |
Loans payable - related party | | | 34,565 | | | 34,565 | |
Total Liabilities | | | 36,639 | | | 35,856 | |
| | | | | | | |
| | | | | | | |
Stockholders' Deficiency | | | | | | | |
Preferred stock, $0.001 par value; 50,000,000 shares authorized, | | | | | | | |
none issued and outstanding | | | - | | | - | |
Common stock, $.001 par value; 100,000,000 shares authorized, 100,000 | | | | | | | |
and 100,000 shares issued and outstanding | | | 100 | | | 100 | |
Additional paid-in capital | | | 23,836 | | | 21,328 | |
Subscription Receivable | | | (100 | ) | | (100 | ) |
Deficit accumulated during the development stage | | | (48,938 | ) | | (37,668 | ) |
| | | | | | | |
Total Stockholders' Deficiency | | | (25,102 | ) | | (16,340 | ) |
| | | | | | | |
Total Liabilities and Stockholders' Deficiency | | $ | 11,537 | | $ | 19,516 | |
See accompanying notes to unaudited condensed financial statements
New Power Tech, Inc. | |
(f/k/a United Trade Finance Securities Center (Hokkaido), Inc.) | |
(A Development Stage Company) | |
Condensed Statement of Operations | |
For the Three and Six Months Ended December 31, 2007 and 2006 and | |
For the Period from June 14, 2006 (Inception) to December 31, 2007 | |
(Unaudited) | |
| | | | | | | | | | | |
| | | | | | | | | | June 14, 2006 | |
| | Three Months Ended December 31, | | Six Months Ended December 31, | | (Inception) to December 31, | |
| | 2007 | | 2006 | | 2007 | | 2006 | | 2007 | |
| | | | | | | | | | | |
Operating Expenses | | | | | | | | | | | |
Professional fees | | $ | 2,326 | | $ | 6,801 | | $ | 7,066 | | $ | 21,399 | | $ | 33,770 | |
General and administrative | | | 1,697 | | | 2,387 | | | 3,420 | | | 3,666 | | | 13,093 | |
Total Operating Expenses | | | 4,023 | | | 9,188 | | | 10,486 | | | 25,065 | | | 46,863 | |
| | | | | | | | | | | | | | | | |
Loss from Operations | | | (4,023 | ) | | (9,188 | ) | | (10,486 | ) | | (25,065 | ) | | (46,863 | ) |
| | | | | | | | | | | | | | | | |
Other Expenses | | | | | | | | | | | | | | | | |
Interest Expense | | | (392 | ) | | (392 | ) | | (784 | ) | | (520 | ) | | (2,075.00 | ) |
Total Other Expenses | | | (392 | ) | | (392 | ) | | (784 | ) | | (520 | ) | | (2,075 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
LOSS FROM OPERATIONS BEFORE INCOME TAXES | | | (4,415 | ) | | (9,580 | ) | | (11,270 | ) | | (25,585 | ) | | (48,938 | ) |
| | | | | | | | | | | | | | | | |
Provision for Income Taxes | | | - | | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | | | | | |
NET LOSS | | $ | (4,415 | ) | $ | (9,580 | ) | $ | (11,270 | ) | $ | (25,585 | ) | $ | (48,938 | ) |
| | | | | | | | | | | | | | | | |
Net Loss Per Share - Basic and Diluted | | $ | (0.04 | ) | $ | (0.10 | ) | $ | (0.11 | ) | $ | (0.26 | ) | | | |
| | | | | | | | | | | | | | | | |
Weighted average number of shares outstanding | | | | | | | | | | | | | | | | |
during the period - basic and diluted | | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | | | | |
| | | | | | | | | | | | | | | | |
See accompanying notes to unaudited condensed financial statements
New Power Tech, Inc. | |
(f/k/a United Trade Finance Securities Center (Hokkaido), Inc.) | |
(A Development Stage Company) | |
Condensed Statement of Stockholders' Deficiency | |
For the period from June 14, 2006 (Inception) to December 31, 2007 | |
(Unaudited) | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | Deficit | | | | | |
| | Common stock | | Additional | | accumulated during | | | | Total | |
| | | | | | paid-in | | development | | Subscription | | Stockholder's | |
| | Shares | | Amount | | capital | | stage | | Receivable | | Deficiency | |
| | | | | | | | | | | | | |
Balance June 14, 2006 | | | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | | | | | | | | | |
Common stock issued for servics to founder ($0.001) | | | 100,000 | | | 100 | | | | | | | | | (100 | ) | | - | |
| | | | | | | | | | | | | | | | | | | |
In-kind contirubiton | | | - | | | - | | | 16,312 | | | - | | | - | | | 16,312 | |
| | | | | | | | | | | | | | | | | | | |
Net loss for the period June 14, 2006 (inception) to June 30, 2006 | | | - | | | - | | | - | | | (1,312 | ) | | - | | | (1,312 | ) |
| | | | | | | | | | | | | | | | | | | |
Balance, June 30, 2006 | | | 100,000 | | | 100 | | | 16,312 | | | (1,312 | ) | | (100 | ) | | 15,000 | |
| | | | | | | | | | | | | | | | | | | |
In-kind contirubiton | | | | | | | | | 5,016 | | | | | | | | | 5,016 | |
| | | | | | | | | | | | | | | | | | | |
Net loss for the year ending June 30, 2007 | | | | | | | | | | | | (36,356 | ) | | | | | (36,356 | ) |
| | | | | | | | | | | | | | | | | | | |
Balance, June 30, 2007 | | | 100,000 | | | 100 | | | 21,328 | | | (37,668 | ) | | (100 | ) | | (16,340 | ) |
| | | | | | | | | | | | | | | | | | | |
In-kind contirubiton | | | | | | | | | 2,508 | | | | | | | | | 2,508 | |
| | | | | | | | | | | | | | | | | | | |
Net loss for the period ending December 31, 2007 | | | | | | | | | | | | (11,270 | ) | | | | | (11,270 | ) |
| | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2007 | | | 100,000 | | $ | 100 | | $ | 23,836 | | $ | (48,938 | ) | $ | (100 | ) | $ | (25,102 | ) |
See accompanying notes to unaudited condensed financial statements
New Power Tech, Inc. | |
(f/k/a United Trade Finance Securities Center (Hokkaido), Inc.) | |
(A Development Stage Company) | |
Condensed Statement of Cash Flows | |
For the six months ended December 31, 2007 and 2006 and | |
For the Period from June 14, 2006 (inception) to December 31, 2007 |
(Unaudited) |
| | | | | | | |
| | | | | | | |
| | | | | | June 14, 2006 | |
| | Six Months Ended | | (Inception) to | |
| | December 31, 2007 | | December 31, 2006 | | December 31, 2007 | |
Cash Flows From Operating Activities: | | | | | | | |
Net Loss | | $ | (11,270 | ) | $ | (25,585 | ) | $ | (48,938 | ) |
Adjustments to reconcile net loss to net cash used in operations | | | | | | | | | | |
In-kind contribution | | | 2,508 | | | 2,508 | | | 23,836 | |
Changes in operating assets and liabilities: | | | | | | | | | | |
Accounts payable and accrued interest payable | | | 783 | | | 1,020 | | | 2,075 | |
Due from related party | | | | | | | | | (500 | ) |
Prepaid expenses | | | - | | | 15,000 | | | - | |
Net Cash Used In Operating Activities | | | (7,979 | ) | | (7,057 | ) | | (23,527 | ) |
| | | | | | | | | | |
Cash Flows From Financing Activities: | | | | | | | | | | |
Loan payable related party | | | - | | | 34,564 | | | 34,564 | |
Net Cash Provided by Financing Activities | | | - | | | 34,564 | | | 34,564 | |
| | | | | | | | | | |
Net Increase (Decrease) in Cash | | | (7,979 | ) | | 27,507 | | | 11,037 | |
| | | | | | | | | | |
Cash at Beginning of Period | | | 19,016 | | | - | | | - | |
| | | | | | | | | | |
Cash at End of Period | | $ | 11,037 | | $ | 27,507 | | $ | 11,037 | |
| | | | | | | | | | |
Supplemental disclosure of cash flow information: | | | | | | | | | | |
| | | | | | | | | | |
Cash paid for interest | | $ | - | | $ | - | | $ | - | |
Cash paid for taxes | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | |
Supplemental disclosure of non-cash investing and financing activities: | | | | | | | | | | |
| | | | | | | | | | |
Stock sold for subscription (100,000 shares) | | $ | - | | $ | - | | $ | 100 | |
See accompanying notes to unaudited condensed financial statements
NEW POWER TECH, INC. (F/K/A
(F/K/A UNITED NATIONS TRADE FINANCE SECURITIES CENTER (HOKKAIDO), INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2007 AND JUNE 30, 2007
(UNAUDITED)
NOTE 1 BASIS OF PRESENTATION AND ORGANIZATION
(A) Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.
It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
United Nations Trade Finance Securities Center (Hokkaido), Inc. (a development stage company) (the “Company”) was incorporated under the laws of the State of Delaware on June 14, 2006 The Company was organized to merge with an emerging Japanese company. Activities during the development stage include developing the business plan and raising capital.
On October 18, 2007 the Company changed its name to New Power Tech, Inc.
(B) Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.
(C) Cash and Cash Equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2007 the Company had no cash equivalents.
NEW POWER TECH, INC. (F/K/A
(F/K/A UNITED NATIONS TRADE FINANCE SECURITIES CENTER (HOKKAIDO), INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2007 AND JUNE 30, 2007
(UNAUDITED)
(D) Loss Per Share
Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, “Earnings Per Share.” As of December 31, 2007 and 2006 there were no common share equivalents outstanding.
(E) Income Taxes
The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS 109”). Under SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
(F) Business Segments
The Company operates in one segment and therefore segment information is not presented.
(G) Revenue Recognition
The Company recognized revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.
(H) Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.
NEW POWER TECH, INC. (F/K/A
(F/K/A UNITED NATIONS TRADE FINANCE SECURITIES CENTER (HOKKAIDO), INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2007 AND JUNE 30, 2007
(UNAUDITED)
In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51”. This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
NOTE 2 SHAREHOLDER’S EQUITY
(A) Common Stock Issued for Subscription Receivable
During 2006, the Company issued 100,000 shares of common stock for a subscription receivable of $100.
NEW POWER TECH, INC. (F/K/A
(F/K/A UNITED NATIONS TRADE FINANCE SECURITIES CENTER (HOKKAIDO), INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2007 AND JUNE 30, 2007
(UNAUDITED)
(B) In-Kind Contribution
During the six months ended December 31, 2007, the sole shareholder of the Company paid $2,508 of operating expenses on behalf of the Company. (See Note 3).
For the year ended June 30, 2007, the sole shareholder of the Company paid $5,016 of operating expenses on behalf of the Company. Payment was charged to the statement of operations (See Note 3).
During the period from inception to June 30, 2006, the sole shareholder of the Company paid $16,312 of operating expenses on behalf of the Company (See Note 3).
NOTE 3 RELATED PARTY TRANSACTIONS
The shareholder of the Company contributed $23,836 for expenses on behalf of the Company (See Note 2 (B)).
During 2006, the Company entered into a three year lease agreement for office space with company related to its CEO (See Note 2 (B)).
During the year ended June 30, 2007, the Company received $34,565 from a principal stockholder. Pursuant to the terms of the loan, the advance bears interest at 4.5%, is unsecured and matures on August 31, 2007. In August 2007, the note holders extended the notes for an additional one year period with the same terms and conditions. At December 31, 2007, the Company had recorded $2,075 of related accrued interest payable.
During the year ended June 30, 2007, the Company paid $500 of expenses on behalf of the related party.
NOTE 4 COMMITMENTS
During 2006, the Company entered into a lease agreement with a related party for a period of three years at a monthly cost of $418.
NEW POWER TECH, INC. (F/K/A
(F/K/A UNITED NATIONS TRADE FINANCE SECURITIES CENTER (HOKKAIDO), INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2007 AND JUNE 30, 2007
(UNAUDITED)
NOTE 5 GOING CONCERN
As reflected in the accompanying financial statements, the Company is in the development stage with no operations, has a net loss of $48,938 from inception, and used cash in operations of $23,527 for the period from June 14, 2006 (inception) to December 31, 2007. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION |
The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.
Plan of Operation
We are continuing our efforts to locate a merger candidate for the purpose of a merger. It is possible that we will be successful in locating such a merger candidate and closing such merger. However, if we cannot effect a non-cash acquisition, we may have to raise funds from a private offering of our securities under Rule 506 of Regulation D. There is no assurance we would obtain any such equity funding.
Results of Operation
We have not had any operating income since inception, June 14, 2006. For the six months ended December 31, 2007 we incurred a net loss of $11,270. Expenses from inception were comprised of costs mainly associated with legal, accounting and office expense.
Liquidity and Capital Resources
At December 31, 2007, we 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. However, our shareholders are under no obligation to provide such funding.
Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.
As reflected in the accompanying financial statements, the Company is in the development stage with no operations and has a net loss of $48,938 from inception, and used cash in operations of $23,527 for the period from June 14, 2006(inception) to December 31, 2007. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern
Lord Dr. Masaaki Ikawa will supervise the search for target companies as potential candidates for a business combination. Lord Dr. Masaaki Ikawa will pay, at his own expenses, any costs he incurs in supervising the search for a target company. Lord Dr. Masaaki Ikawa may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants. Lord Dr. Masaaki Ikawa controls us and therefore has the authority to enter into any agreement binding us. Lord Dr. Masaaki Ikawa as our sole officer, director and only shareholder can authorize any such agreement binding us.
On October 4, 2006, we filed a Form 10SB-12G with the Securities and Exchange Commission (the “Commission”). On December 3, 2006, this form was deemed effective by the Commission. Accordingly, the Company is now required to comply with all the rules and regulations of the 1934 Exchange Act.
Critical Accounting Policies
We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application.
The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS 109”). Under SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Recent Pronouncements
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.
In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51”. This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
ITEM 3. | CONTROLS AND PROCEDURES |
Evaluation of disclosure controls and procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2007. Based on this evaluation, our principal executive officer and principal financial officers have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in internal controls
There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended December 31, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS. |
We are currently not a party to any pending legal proceedings and no such actions by, or to the best of its knowledge, against us have been threatened.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
None
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
None
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
No matter was submitted during the quarter ending December 31, 2007, covered by this report to a vote of our shareholders, through the solicitation of proxies or otherwise.
ITEM 5. | OTHER INFORMATION. |
None
ITEM 6. | EXHIBITS AND REPORTS OF FORM 8-K. |
| (a) | Reports on Form 8-K and Form 8K-A |
| | Incorporated by reference filed on November 9, 2007 |
Exhibit Number | Exhibit Title |
| |
31.1 | Certification of Lord Dr. Masaaki Ikawa pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
32.1 | Certification of Lord Dr. Masaaki Ikawa pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
By: /s/Lord Dr. Masaaki Ikawa
President, Chief Executive Officer
Principal Financial Officer and
Secretary
February 8, 2008