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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED July 31, 2008 | |
| OR | |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
| SECURITIES EXCHANGE ACT OF 1934 | |
Commission file number 333-142266
CHARMED HOMES INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
60 Mt Kidd Point SE
Calgary, Alberta
Canada T2Z 3C5
(Address of principal executive offices, including zip code.)
(403) 831-2202
(telephone number, including area code)
Check whether the issuer (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 last 90 days.
YESx NO¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YESx NO ¨
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 6,690,000 as of September 14, 2008.
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Charmed Homes Inc.
(A Development Stage Company)
July 31, 2008
| Index | |
| Balance Sheets | F–1 |
| Statements of Operations | F–2 |
| Statements of Cash Flows | F–3 |
| Notes to the Financial Statements | F–4 |
| Charmed Homes Inc. | ||||
| (A Development Stage Company) | ||||
| Balance Sheets | ||||
| (Expressed in US dollars) | ||||
| July 31, | January 31, | |||
| 2008 | 2008 | |||
| $ | $ | |||
| (unaudited) | ||||
| ASSETS | ||||
| Current Assets | ||||
| Cash | 157,574 | 22,748 | ||
| Inventory (Note 3) | – | 489,844 | ||
| Total Assets | 157,574 | 512,592 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current Liabilities | ||||
| Accounts payable | 5,611 | 2,796 | ||
| Accrued liabilities | 5,180 | – | ||
| Due to related party (Note 4(a)) | 47,219 | 395,751 | ||
| Total Liabilities | 58,010 | 398,547 | ||
| Contingency (Note 1) | ||||
| Stockholders’ Equity | ||||
| Preferred Stock, 100,000,000 shares authorized, $0.00001 par value; | ||||
| Nil shares issued and outstanding | – | – | ||
| Common Stock, 100,000,000 shares authorized, $0.00001 par value; | ||||
| 6,690,000 shares issued and outstanding | 67 | 67 | ||
| Additional Paid-in Capital | 173,933 | 173,933 | ||
| Donated Capital (Note 4(b)) | 12,500 | 9,500 | ||
| Deficit Accumulated During the Development Stage | (86,936 | ) | (69,455 | ) |
| Total Stockholders’ Equity | 99,564 | 114,045 | ||
| Total Liabilities and Stockholders’ Equity | 157,574 | 512,592 | ||
(The accompanying notes are an integral part of these financial statements.)
F-1
| Charmed Homes Inc. | |||||||||
| (A Development Stage Company) | |||||||||
| Statements of Operations | |||||||||
| (Expressed in US dollars) | |||||||||
| (unaudited) | |||||||||
| Accumulated from | |||||||||
| June 27, 2006 (Date | Three Months | Three Months | Six Months | Six Months | |||||
| of Inception) to | Ended | Ended | Ended | Ended | |||||
| July 31, | July 31, | July 31, | July 31, | July 31, | |||||
| 2008 | 2008 | 2007 | 2008 | 2007 | |||||
| $ | $ | $ | $ | $ | |||||
| Revenue | 505,665 | 505,665 | – | 505,665 | – | ||||
| Cost of Goods Sold | 490,598 | 490,598 | – | 490,598 | – | ||||
| Gross Profit | 15,067 | 15,067 | – | 15,067 | – | ||||
| Expenses | |||||||||
| Donated services and rent (Note | |||||||||
| 4(b)) | 12,500 | 1,500 | 1,500 | 3,000 | 3,000 | ||||
| Foreign exchange loss | 14,095 | 918 | – | 7,019 | – | ||||
| General and administrative | 3,295 | 18 | 18 | 199 | 118 | ||||
| Professional fees | 70,793 | 10,772 | 6,956 | 21,010 | 25,102 | ||||
| Property taxes and utilities | 1,320 | 1,320 | – | 1,320 | – | ||||
| Total Expenses | 102,003 | 14,528 | 8,474 | 32,548 | 28,220 | ||||
| Net Income (Loss) for the Period | (86,936 | ) | 539 | (8,474 | ) | (17,481 | ) | (28,220 | ) |
| Net Income (Loss) Per Share – | |||||||||
| Basic and Diluted | – | – | – | (0.01 | ) | ||||
| Weighted Average Shares | |||||||||
| Outstanding | 6,690,000 | 5,496,000 | 6,690,000 | 5,252,000 | |||||
(The accompanying notes are an integral part of these financial statements.)
F-2
| Charmed Homes Inc. | ||||||
| (A Development Stage Company) | ||||||
| Statements of Cash Flows | ||||||
| (Expressed in US dollars) | ||||||
| (unaudited) | ||||||
| Accumulated from | Six Months | Six Months | ||||
| June 27, 2006 (Date | Ended | Ended | ||||
| of Inception) July 31, | July 31, | July 31, | ||||
| 2008 | 2008 | 2007 | ||||
| $ | $ | $ | ||||
| Operating Activities | ||||||
| Net loss for the period | (86,936 | ) | (17,481 | ) | (28,220 | ) |
| Adjustments to reconcile net loss to net cash provided by | ||||||
| ��(used in) operating activities: | ||||||
| Donated services and rent | 12,500 | 3,000 | 3,000 | |||
| Changes in operating assets and liabilities | ||||||
| Inventory | – | 489,844 | – | |||
| Accounts payable | 5,611 | 2,815 | 2,621 | |||
| Accrued liabilities | 5,180 | 5,180 | – | |||
| Due to related party | (4,330 | ) | (4,330 | ) | ||
| Net Cash Provided By (Used In) Operating Activities | (67,975 | ) | 479,028 | (22,599 | ) | |
| Investing Activities | ||||||
| Acquisition of land for construction | – | – | (46,679 | ) | ||
| Net Cash Used In Investing Activities | – | – | (46,679 | ) | ||
| Financing Activities | ||||||
| Advances from a related party | 395,751 | – | 30,500 | |||
| Repayment of related party advances | (344,202 | ) | (344,202 | ) | – | |
| Proceeds from issuance of common stock | 174,000 | – | 169,000 | |||
| Net Cash Provided By (Used In) Financing Activities | 225,549 | (344,202 | ) | 199,500 | ||
| Increase in Cash | 157,574 | 134,826 | 130,222 | |||
| Cash - Beginning of Period | – | 22,748 | 4,994 | |||
| Cash - End of Period | 157,574 | 157,574 | 135,216 | |||
| Supplemental Disclosures | ||||||
| Interest paid | – | – | – | |||
| Income taxes paid | – | – | – | |||
(The accompanying notes are an integral part of these financial statements.)
F-3
Charmed Homes Inc.
(A Development Stage Company)
Notes to the Financial Statements
July 31, 2008
(Expressed in US dollars)
(unaudited)
| 1. | Nature of Operations and Continuance of Business | |
Charmed Homes Inc. (the “Company”) was incorporated in the State of Nevada on June 27, 2006. The Company is a Development Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7, “Accounting and Reporting by Development Stage Enterprises”. The Company’s principal business is the sale of constructed or purchased homes. | ||
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated revenues of $505,665 since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as agoing concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equityfinancing to continue operations, and the attainment of profitable operations. As at July 31 2008, the Company has accumulated losses of $86,936. These factors raise substantial doubt regarding the Company’s ability to continue as a goin g concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | ||
The Company filed an SB-2 Registration Statement (“SB-2) with the United States Securities and Exchange Commission which was declared effective on April 26, 2007. Pursuant to the SB-2, the Company issued 1,690,000 common shares for gross proceeds of $169,000. | ||
| 2. | Summary of Significant Accounting Policies | |
a) Basis of Presentation | ||
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is January 31. | ||
| b) | Interim Financial Statements | |
These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. | ||
| c) | Use of Estimates | |
The preparation of financial statements in conformity with US generally accepted accounting principles 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 and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to donated expenses, valuation of inventory and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | ||
F-4
Charmed Homes Inc.
(A Development Stage Company)
Notes to the Financial Statements
July 31, 2008
(Expressed in US dollars)
(unaudited)
| 2. | Summary of Significant Accounting Policies (continued) | |
| d) | Earnings Per Share | |
The Company computes earnings (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. | ||
| e) | Comprehensive Loss | |
SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at July 31, 2008 and 2007, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | ||
| f) | Cash and Cash Equivalents | |
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. | ||
| g) | Inventory | |
Inventory consists of real estate purchased for resale. | ||
| h) | Financial Instruments | |
Financial instruments, which include cash, accounts payable, accrued liabilities and amount due to a related party, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. | ||
| i) | Income Taxes | |
The Company accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduced deferred tax assets to the amount that is believed more likely than not to be realized. | ||
| j) | Foreign Currency Translation | |
The Company’s functional and reporting currency is the United States dollar. Significant transactions may occur in Canadian dollars and management has adopted SFAS No. 52, “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. | ||
F-5
Charmed Homes Inc.
(A Development Stage Company)
Notes to the Financial Statements
July 31, 2008
(Expressed in US dollars)
(unaudited)
| 2. | Summary of Significant Accounting Policies (continued) | |
| k) | Revenue Recognition | |
The Company recognizes revenue in accordance with SFAS No. 66, ”Accounting for Sales of Real Estate”. The sale of constructed or purchased houses will be recognized in full once the real estate property has been sold, the profit is determinable, collectibility of the sales price is reasonably assured, and the earnings process is virtually complete whereas the Company is no longer further obligated to perform significant activities after the sale to earn the profit. | ||
| l) | Recent Accounting Pronouncements | |
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS No. 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS No. 163 requires that disclosures about the risk - -management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements. | ||
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of non-governmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s financial statemtents. | ||
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adopti on encouraged. The adoption of this statement is not expected to have a material effect on the Company’s financial statements. | ||
In December 2007, the FASB issued No. 160, “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No.51”. SFAS No. 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the non controlling interest. SFAS No. 160 also requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. SAFAS No. 160 also requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary. SFAS No. 160 is effective for financial statements issued for fiscal years beginning af ter December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company’s financial statements. | ||
F-6
Charmed Homes Inc.
(A Development Stage Company)
Notes to the Financial Statements
July 31, 2008
(Expressed in US dollars)
(unaudited)
| 2. | Summary of Significant Accounting Policies (continued) | |
| l) | Recent Accounting Pronouncements (continued) | |
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. This statement replaces SFAS No. 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS No. 141 (revised 2007) requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS No. 141 (revised 2007) also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statemen t is not expected to have a material effect on the Company's financial statements. | ||
| m) | Recently Adopted Accounting Pronouncements | |
In February 2007, the 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 did not have a material effect on the Company's financial statements. | ||
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 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 did not have a material effect on the Company's future financial statements. | ||
| 3. | Inventory | |
| July 31, | January 31, | |||
| 2008 | 2008 | |||
| $ | $ | |||
| Land | – | 153,653 | ||
| Building | – | 311,844 | ||
| Other | – | 24,347 | ||
| – | 489,844 | |||
| 4. | Related Party Transactions | |
| a) | As at July 31, 2008, the Company owes $47,219 (Cdn$48,352) (January 31, 2008 - $350,251 (Cdn$353,805)) and $Nil (April 30, 2008 - $45,500) to the President of the Company. During the three months ended July 31, 2008, the Company repaid $344,202 of the amount owed. The amount owing is unsecured, non-interest bearing, and due on demand. | |
| b) | Commencing July 1, 2006, the President of the Company provided management services and office space to the Company with a fair value of $300 and $200 per month, respectively. During the six months ended July 31, 2008, the Company recorded donated services of $1,800 (2007 - $1,800) and donated rent of $1,200 (2007 - $1,200). | |
F-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We are a development-stage corporation and at this point we have realized a nominal profit on our first project.
Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not purchased any contracts and only generated nominal revenues from the first development. We must raise cash from operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our project and begin our operations. Even with the money we raised from our public offering, we do not know how long the money will last, however, we do believe it will last twelve months. Operations are now under way since we raised the money from our public offering.
To meet our need for cash, we have raised money through the public offering. We cannot guarantee that once we begin operations we will stay in business after operations have commenced. Further, if we are unable to attract enough clients to utilize our services, we may quickly use up the proceeds from the minimum amount of money from our public offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash, other than through our public offering.
If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. We believe the amount raised from our public offering will last a year but with limited funds available to develop growth strategy. If at some point we need more money, we will have to revert to obtaining additional money as described in this paragraph. Other than as described in this paragraph, we have no other financing plans.
Operation to Date
With the success of our offering, we were able to begin our operations. We established our office and acquired the equipment we needed to begin. We did not hire any employees up to this point and our officers and directors are handling the administrative duties.
We located a suitable piece of land in order to start our first project. The lot was acquired in the community of Lake Chaparral.
-10-
Once the land was located, we chose a home plan which best suited the property. The blueprints were drawn up, specifications outlined and decisions on materials made.
Initial financing through the bank was avoided by obtaining an interest free loan of $25,000 from our President Ian Quinn. The plot plan and blueprint were submitted to the developer of the subdivision and approvals were received.
The process of tendering out for construction was avoided by working with Shane Homes, who have all the suppliers and trades people in place. Construction of the home was completed at the end of December, approximately three months earlier than expected.
The home was listed as soon as it was completed as it was decided that with the slowing in the market it would be best to market the home once it was showing its best.
The home is now sold, but with the significantly slower market in Calgary and area, it took much longer that expected to sell and we did not realize the profit we had anticipated. The sale of the home was just completed, so our next step will be to identify a suitable lot for our next project. The process of identifying a suitable lot has been underway for some time, but no commitment has been made at this point. With the state of the Calgary housing market, there is a tremendous amount of new home inventory available and great care is being taken to ensure we only purchase a piece of land if the price is attractive.
In summary, we are in full operation.
Future Operations
With our initial fundraising in place, we believe we can satisfy our cash requirements during the next 12 months. We will not be conducting any product research or development. We do not intend to hire additional employees in the foreseeable future.
Although it took longer than expected, our first property is now sold. Now that the home is sold and funds have been received, we are looking towards starting our second project. The first step in building our next home will be identifying and acquiring a suitable lot. The search for the new lot is underway and it is our expectation that a decision will be made and a lot purchased in the next 60 to 90 days.
Once the lot is acquired, we will determine which type of home plan will best suit the property. Blueprints will be drawn up, specifications outlined and decisions on building materials made. Estimation of time needed for this portion of the process is approximately 45 days.
The next step will include submitting the initial plot plan and blueprint to the developer of the area we have chosen for approval and revision as recommended. Estimated time is approximately 30 days.
The process of retaining a general contractor will take approximately 30 days. The completion of this step will allow a firm time-line for the construction of the home to be put in place.
-11-
Actual construction of the home, from start to finish, should take approximately 180 days. Specific timing of the marketing of this home will not be set until the home is at least framed, approximately 60 days into the building process. Depending marketing conditions at that time, marketing will be commenced or delayed to maximize potential sale price.
In summary, we should be in a position to realize a profit from selling our second home, within approximately 10-12 months of obtaining a lot.
Initial up front costs for financing the construction of the new home will be approximately $125,000. Available funds plus proceeds from the sale of the first home, will allow us sufficient funds to cover these costs. Additional financing will be obtained as needed from either a bank loan or from a loan from our President, Ian Quinn.
Limited operating history; need for additional capital
There is limited historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated significant losses since inception. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Results of operations
From Inception on June 27, 2006 to July 31, 2008
During this period we incorporated the company, hired the attorney, and hired the auditor for the preparation of our registration statement. Our loss since inception is $86,936 of which $70,793 is for professional fees; $12,500 for donated rent and services; $3,295 is for filing fees and general office costs; $14,095 is for foreign exchange loss; and $1,320 is for property taxes and utilities. We have started our proposed business operations and will continue to identify building lot/lots to purchase. We will continue to assess the real estate market in the Calgary area.
Since inception, we have issued 5,000,000 shares of common stock to our officers and directors for cash proceeds of $5,000. On August 2007, we completed our public offering by selling 1,690,000 shares of common stock and raising $169,000.
Liquidity and capital resources
On June 15, 2006, we issued 5,000,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933. This was accounted for as a sale of common stock. In August, 2007, we also issued 1,690,000 shares of common stock to 54 individuals. This was also accounted for as a sale of common stock.
-12-
As of July 31, 2008, our total assets were $157,574 comprised of $157,574 in cash and our total liabilities were $58,010, comprised of a loan of $47,219 from our president, Ian Quinn, accrued liabilities of $5,180 and accounts payable of $5,611. Ian Quinn, our president, loaned us the sum of $47,219 to pay for legal, accounting, home building and other expenses. The amount due to Mr. Quinn will be repaid from the proceeds of our public offering, or by revenues generated from our operations. The loan is unsecured, without interest and due on demand. The agreement with Mr. Quinn is oral. There is no written documentation evidencing the same.
On June 3, 2008, we sold our real property for consideration of CDN$510,000.
Recent accounting pronouncements
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS No. 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS No. 163 requires that disclo sures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
In March 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161,“Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The Company is currently evaluating the impact of SFAS No. 161 on its financial statements.
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In December 2007, the FASB issued No. 160“Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No.51”SFAS No. 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the non controlling interest. SFAS No. 160 also requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. SAFAS No. 160 also requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent&# 146;s owners and the interests of the noncontrolling owners of a subsidiary. SFAS No. 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of SFAS No. 160 on its financial statements.
In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-Including and amendment of FASB Statement No. 115”. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ending January 31, 2009. The adoption of this statement did not have a material effect on the Company's financial statements.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The adoption of this statement did not have a material effect on the Company's financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure 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 rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding
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required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.
Changes in Internal Controls
We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On November 21, 2007, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective (File number 333-147299) permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share. There is no underwriter involved in our public offering. On August, 2007, we completed our public offering and raised $169,000 by selling 1,690,000 shares of common stock to 54 individuals. As of July 31, 2008, we had spent all of the proceeds of the public offering for professional fees, general administrative, house construction and donated fees.
ITEM 6. EXHIBITS.
The following documents are included herein:
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to |
| Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to |
| Section 906 of the Sarbanes-Oxley Act of 2002. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 15thday of September, 2008.
CHARMED HOMES INC.
(Registrant)
BY: IAN QUINN
Ian Quinn
President, Principal Executive Officer, Treasurer,
Principal Financial Officer, and Principal Accounting
Officer.
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EXHIBIT INDEX
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to |
| Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to |
| Section 906 of the Sarbanes-Oxley Act of 2002. | |
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