UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2011
OR
¨ 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. 000-54131
POLAR WIRELESS CORP.
(Exact name of registrant as specified in its charter)
| Nevada | | None |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
4440 PGA Blvd.
Palm Beach Gardens, Florida 33410
(Address of principal executive offices, zip code)
(646) 520-7426
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes x No o
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
APPLICABLE ONLY TO CORPORATE ISSUERS
As of March 21, 2011, there were 68,000,000 shares of common stock, $0.001 par value per share, outstanding.
POLAR WIRELESS CORP.
(A Development Stage Company)
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED JANUARY 31, 2011
INDEX
| Index | | | Page |
| | | | |
| Part I. | Financial Information | |
| | | | |
| | Item 1. | Financial Statements | |
| | | | |
| | | Condensed Balance Sheets as of January 31, 2011 (unaudited) and April 30, 2010. | 5 |
| | | | |
| | | Condensed Statements of Operations for the three months ended January 31, 2011 and 2010; the nine months ended January 31, 2011 and 2010; and the period from April 3, 2006 (Inception) to January 31, 2011 (unaudited). | 6 |
| | | | |
| | | Condensed Statements of Stockholders’ Equity (Deficit) from Inception (April 3, 2006) to January 31, 2011. | 7 |
| | | | |
| | | Condensed Statements of Cash Flow for the nine months ended January 31, 2011 and 2010, and the period from April 3, 2006 (Inception) through January 31, 2011 (unaudited). | 8 |
| | | | |
| | | Notes to Financial Statements (unaudited). | 9 |
| | | | |
| | Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 13 |
| | | | |
| | Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 16 |
| | | | |
| | Item 4T. | Controls and Procedures. | |
| | | | |
| Part II. | Other Information | |
| | | | |
| | Item 1. | Legal Proceedings. | |
| | | | |
| | Item 1A. | Risk Factors | |
| | | | |
| | Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | |
| | | | |
| | Item 3. | Defaults Upon Senior Securities. | |
| | | | |
| | Item 4. | (Removed and Reserved). | |
| | | | |
| | Item 5. | Other Information. | |
| | | | |
| | Item 6. | Exhibits. | 16 |
| | | | |
| Signatures | 17 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Polar Wireless Corp., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: our ability to consummate the amalgamation/merger contemplated by that certain letter of intent dated January 4, 2011, by and between the Company and 2230354 Ontario Limited, an Ontario, Canada corporation (“2230354 Ontario”), the Company’s need for and ability to obtain additional financing, the possibility that the Company may not be able to successfully integrate the operations of Polar Wireless Ontario and 2230354 Ontario into the Company, the possibility that the technology of 2230354 Ontario will become obsolete, that there will be little demand for the Company’s services and products, and other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
PART I. FINANCIAL INFORMATION ITEM 1. CONDENSED FINANCIAL STATEMENTS.
| POLAR WIRELESS Corp. |
| (A Development Stage Company) |
| |
| CONDENSED FINANCIAL STATEMENTS |
| |
| January 31, 2011 |
| |
| Unaudited |
| CONDENSED BALANCE SHEETS | 5 |
| | |
| CONDENSED STATEMENTS OF OPERATIONS | 6 |
| | |
| CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) | 7 |
| | |
| CONDENSED STATEMENTS OF CASH FLOW | 8 |
| | |
| NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS | 9 |
POLAR WIRELESS Corp.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
| | | January 31, 2011 | | | April 30, 2010 | |
| | | (Unaudited) | | | (Audited) | |
| | | | | | | |
| ASSETS | | | | | | |
| | | | | | | |
| CURRENT ASSETS | | | | | | |
| Cash | | $ | - | | | $ | 158 | |
| Prepaid expenses | | | 18,176 | | | | - | |
| | | | | | | | | |
| TOTAL ASSETS | | $ | 18,176 | | | $ | 158 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | |
| | | | | | | | | |
| CURRENT LIABILITIES | | | | | | | | |
| Accounts payable and accrued liabilities | | $ | 104,279 | | | $ | 24,359 | |
| Loans from Related Parties | | | 75,017 | | | | 55,860 | |
| TOTAL CURRENT LIABILITIES | | $ | 179,296 | | | $ | 80,219 | |
| | | | | | | | | |
| STOCKHOLDERS’ EQUITY ( DEFICIT ) | | | | | | | | |
| Capital stock | | | | | | | | |
| Authorized | | | | | | | | |
| 10,000,000 Preferred Shares, $0.001 par value, with zero issued and | | | | | | | | |
| outstanding | | | | | | | | |
| 200,000,000 shares of common stock, $0.001 par value, | | | | | | | | |
| Issued and outstanding | | | | | | | | |
| 68,000,000 shares of common stock at January 31, 2011 (189,500,000 on April 30, 2010) | | $ | 68,000 | | | $ | 189,500 | |
| Discount on stock | | | (23,723 | ) | | | (170,125 | ) |
| Deficit accumulated during the development stage | | | (205,397 | ) | | | (99,436 | ) |
| TOTAL STOCKHOLDERS’ EQUITY/(DEFICIT) | | $ | (161,120 | ) | | $ | (80,061 | ) |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT) | | $ | 18,176 | | | $ | 158 | |
The accompanying notes are an integral part of these financial statements
POLAR WIRELESS Corp.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONSUnaudited
| | | | | | | | | | | | | | | Cumulative results from inception (April 3, 2006) to January 31, 2011 | |
| REVENUE | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Revenues | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| Total Revenues | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | |
| EXPENSES | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Office and general | | $ | 88,580 | | | $ | 443 | | | $ | 91,888 | | | $ | 1,764 | | | $ | 116,180 | |
| Professional Fees (Note) | | | 5,500 | | | | 3,000 | | | | 14,073 | | | | 9,275 | | | | 89,217 | |
| | | | | | | | | | | | | | | | | | | | | |
| Loss before income taxes | | $ | 94,080 | | | $ | 3,443 | | | $ | 105,961 | | | $ | 11,039 | | | $ | 205,397 | |
| Provision for income taxes | | | | | | | | | | | - | | | | - | | | | - | |
| NET LOSS | | $ | (94,080 | ) | | $ | (3,443 | ) | | $ | ( 105,961 | ) | | $ | (11,039 | ) | | $ | (205,397 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| BASIC AND DILUTED LOSS PER COMMON SHARE | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | | | 68,000,000 | | | | 189,500,000 | | | | 85,168,478 | | | | 189,500,000 | | | | | |
The accompanying notes are an integral part of these financial statements
POLAR WIRELESS Corp.(A Development Stage Company)CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)From inception (April 3, 2006) to January 31, 2011Unaudited
| | | Common Stock | | | Discount | | | Share | | | | | | | |
| | | Number of | | | | | | on | | | Subscription | | | development | | | | |
| | | shares | | | Amount | | | Stock | | | Receivable | | | stage | | | Total | |
| Balance, Inception April 3, 2006 | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock issued at $0.00005 per | | | | | | | | | | | | | | | | | | | | | | | | |
| share on April 26, 2006 | | | 300,000,000 | | | | 300,000 | | | | (285,000 | ) | | | (15,000 | ) | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss for the year April 30, 2006 | | | | | | | | | | | | | | | | | | | (1,279 | ) | | | (1,279 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, April 30, 2006 | | | 300,000,000 | | | $ | 300,000 | | | $ | (285,000 | ) | | $ | (15,000 | ) | | $ | (1,279 | ) | | $ | (1,279 | ) |
| Proceeds from Subscription Receivable | | | | | | | | | | | | | | | 15,000 | | | | | | | | 15,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock issued at $0.00025 per | | | | | | | | | | | | | | | | | | | | | | | | |
| share (May 1, 2006 & April 30, 2007) | | | 49,500,000 | | | | 49,500 | | | | (37,125 | ) | | | | | | | | | | | 12,375 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss for the year April 30, 2007 | | | | | | | | | | | | | | | | | | | (8,691 | ) | | | (8,691 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, April 30, 2007 | | | 349,500,000 | | | $ | 349,500 | | | $ | (322,125 | ) | | $ | - | | | $ | (9,970 | ) | | $ | 17,405 | |
| Net loss for the year April 30, 2008 | | | | | | | | | | | | | | | | | | | (25,000 | ) | | | (25,000 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, April 30, 2008 | | | 349,500,000 | | | $ | 349,500 | | | $ | (322,125 | ) | | $ | - | | | $ | (34,970 | ) | | $ | (7,595 | ) |
| Common Stock redeemed at $0.00005 | | | | | | | | | | | | | | | | | | | | | | | | |
| on March 18, 2009 | | | (160,000,000 | ) | | | (160,000 | ) | | | 152,000 | | | | | | | | | | | | (8,000 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss for the year April 30, 2009 | | | | | | | | | | | | | | | | | | | (37,303 | ) | | | (37,303 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, April 30, 2009 | | | 189,500,000 | | | $ | 189,500 | | | $ | (170,125 | ) | | $ | - | | | $ | (72,273 | ) | | $ | (52,898 | ) |
| Net loss for the year April 30, 2010 | | | | | | | | | | | | | | | | | | | (27,163 | ) | | | (27,163 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, April 30, 2010 | | | 189,500,000 | | | $ | 189,500 | | | $ | (170,125 | ) | | $ | - | | | $ | (99,436 | ) | | $ | (80,061 | ) |
| Common Stock redeemed & cancelled | | | | | | | | | | | | | | | | | | | | | | | | |
| - June 8, 2010, for $100 per agreement | | | (121,500,000 | ) | | | (121,500 | ) | | | 121,400 | | | | | | | | | | | | (100 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Forgiveness of related party debt 6/8/10 | | | | | | | | | | | 25,002 | | | | | | | | | | | | 25,002 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss for the period to January 31, 2011 | | | | | | | | | | | | | | | | | | | (105,961 | ) | | | (105,961 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, January 31, 2011 | | | 68,000,000 | | | $ | 68,000 | | | $ | (23,723 | ) | | $ | - | | | $ | (205,397 | ) | | $ | (161,120 | ) |
The accompanying notes are an integral part of these financial statements
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWUnaudited
| | | Nine months | | | Nine months | | | April 3, 2006 | |
| | | ended | | | ended | | | (inception date) to | |
| | | January 31, 2011 | | | January 31, 2010 | | | January 31, 2011 | |
| | | | | | | | | | |
| OPERATING ACTIVITIES | | | | | | | | | |
| Net loss | | $ | (105,961 | ) | | $ | (11,039 | ) | | $ | (205,397 | ) |
| Increase in prepaid expenses | | | (18,176 | ) | | | - | | | | (18,176 | ) |
| Increase in loans from related parties | | | 79,920 | | | | 29,909 | | | | 93,246 | |
| Expenses paid by related parties & forgiven | | | 25,002 | | | | - | | | | 25,002 | |
| Increase (decrease) in accounts payable and accrued liabilities | | | 1 | | | | (18,978 | ) | | | 86,050 | |
| | | | | | | | | | | | | |
| NET CASH USED IN OPERATING ACTIVITIES | | $ | (58 | ) | | $ | (108 | ) | | $ | (19,275 | ) |
| | | | | | | | | | | | | |
| FINANCING ACTIVITIES | | | | | | | | | | | | |
| Redemption of shares | | | (100 | ) | | | | | | | (8,100 | ) |
| Proceeds from sale of common stock | | | - | | | | - | | | | 27,375 | |
| | | | | | | | | | | | | |
| NET CASH (USED IN) FROM FINANCING ACTIVITIES | | $ | (100 | ) | | $ | - | | | $ | 19,275 | |
| | | | | | | | | | | | | |
| NET INCREASE ( DECREASE) IN CASH | | $ | (158 | ) | | $ | (108 | ) | | $ | - | |
| | | | | | | | | | | | | |
| CASH, BEGINNING OF PERIOD | | $ | 158 | | | $ | 301 | | | $ | - | |
| | | | | | | | | | | | | |
| CASH, END OF PERIOD | | $ | - | | | $ | 193 | | | $ | - | |
| | | | | | | | | | | | | |
| Supplemental cash flow information: | | | | | | | | | | | | |
| Cash paid for: | | | | | | | | | | | | |
| Interest | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| Income taxes | | $ | - | | | $ | - | | | $ | - | |
The accompanying notes are an integral part of these financial statements
(A Development Stage Company)
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
January 31, 2011
NOTE 1 – 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 January 31, 2011, and for all periods presented herein, 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 April 30, 2010 audited financial statements. The results of operations for the periods ended January 31, 2011 and the same period last year are not necessarily indicative of the operating results for the full years.
Polar Wireless Corp. fka Barricode, Inc (“Company”) is in the development stage and has incurred losses since inception totalling $205,397. The Company was incorporated on April 3, 2006 in the State of Nevada and established a fiscal year end of April 30th.
On June 21, 2010 the Company changed its name to Polar Wireless Corp.
The company’s management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that they will have a material effect on the company’s financial position and results of operations.
NOTE 2 – REDEMPTION OF SHARES
On June 8, 2010 the Company redeemed 121,500,000 shares from the former President for $100, and he forgave the related party debt of $25,002.
NOTE 3 – GOING CONCERN
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. From inception to January 31, 2011, the Company has an accumulated deficit of $205,397, and if the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 – COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform to the current period’s financial statement presentation.
NOTE 5 – RELATED PARTY TRANSACTIONS
Professional fees include $5,573 (2010 $7,500) payable too Crystal Global Consulting, Inc. This company was considered a related party with the prior director and majority shareholder of the corporation. The director has since left the board and is no longer a majority shareholder.
NOTE 6 – OTHER EVENTS
On January 4, 2011, Polar Wireless Corp. (the “Company”), Polar Wireless Corporation, a corporation existing under the laws of the Province of Ontario and 2230354 Ontario Limited, a corporation existing under the laws of the Province of Ontario, executed a binding letter of intent which provides for the amalgamation of 2230354 Ontario Limited, with and into Polar Wireless Corporation.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following information should be read in conjunction with (i) the condensed consolidated financial statements of Polar Wireless Corp., a Nevada corporation and development stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the April 30, 2010 audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2010, as amended and filed filed with the Securities and Exchange Commission on March 1, 2011. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements
Polar Wireless Corp. (the “Company”) was incorporated in the State of Nevada on April 3, 2006 and established a fiscal year end of October 30. It is a development stage Company.
Going Concern
To date the Company has little operations and no revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we attain our goal of becoming a major supplier and supporter of easy-to-use open-source network security software that works seamlessly in the background to protect computers and computer networks. Our “set it and forget it” approach is designed to free uses to concentrate on the work that makes them more productive while the security of their systems is monitored automatically without the user being required to actively monitor the process. Polar plans to provide three network security products. The first will be ChainMail, an easy to use freeware document protection (encryption) application. ChainMail will allow users to encrypt outgoing email messages and decrypt incoming messages. The second product is ChainMail Pro, a retail version of ChainMail that will have more features and functionality than the freeware version. The third is Impasse, a network intrusion detection application which monitors networks and detects activity that indicates the presence of an intruder on the network.
We plan (i) to complete the amalgamation/merger and other transactions contemplated by that certain letter of intent dated January 4, 2011, by and between the Company and 2230354 Ontario Limited, an Ontario, Canada corporation, and (ii) complete the financing we endeavor to obtain, as described in our Annual Report on Form 10-K (File No. 000-54131), as amended and filed with the Securities and Exchange Commission on March 1, 2011. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.
The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:
Basis of Presentation
The Company reports revenues and expenses using the accrual method of accounting in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial and tax reporting purposes.
Cash and Cash Equivalent
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance with Accounting Standards Codification “ASC 830”, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders’ equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations.
Basic and Diluted Net Loss Per Share
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.
Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
PLAN OF OPERATION
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.
We anticipate that our current cash and cash equivalents and cash generated from operations, if any, will be insufficient to satisfy our liquidity requirements for at least the next 12 months. We will require additional funds prior to such time and the Company will seek to sell additional capital through private equity placements, debt or other sources of financing. If we are unable to obtain sufficient additional financing, we may be required to reduce the scope of our business plan, which could harm our business, financial condition and operating results. Additional funding to meet our requirements may not be available on favorable terms, if at all.
Over the next 12 months the company must raise capital and start the procurement of our security software systems. We plan to first obtain open-source e-mail encryption and network intrusion software applications that we can customize to provide initial freeware security applications to a wide variety of computer users. The estimated cost to customize these applications is $7,000.
The company’s primary revenue stream will be derived from subscribers who will pay a recurring monthly fee to obtain security threat updates and computer protection software enhancements. We expect the majority of subscribers will pay for the material by using a credit card. A small percentage of the subscribers, less than two percent (2%), are expected to pay using a money order sent via the post office. We will contract with a third party e-commerce gateway provider to support our e-commerce transactions software required to distribute and receive payment for our proposed software products. We expect this license to cost $7,000.
Polar Wireless Corp., intends to develop and operate a website which will feature the current products and news of our future products. Product documentation including user’s manuals, product registration and other supporting documentation will also be delivered electronically from our web site in Adobe PDF format. Website development and content is anticipated to cost $6,000
The final activity will be to procure client functionality modules in order to augment the network intrusion systems with automatic periodic updates of resident threat signatures and website integration at an estimated cost of $8,000.
We also plan to initiate our marketing initiative out of which we expect to attract a large number of customers (personal and institutional computer network users) for our security systems. The marketing plan, which includes advertising in trade journals and attendance at industry trade shows, is estimated to cost $15,000.
At the present time, we have not made any arrangements to raise any additional cash to support and enhance product development. If we need additional cash but are unable to raise it, we will either suspend our development and marketing operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.
If we are unable to complete any phase of our systems development or marketing efforts because we don’t have enough money, we will cease our development and or marketing operations until we raise sufficient funding. Attempting to raise capital after failing in any phase of our software procurement plan would be difficult. As such, if we cannot secure additional proceeds we will have to cease operations.
Management does not plan to hire employees at this time. Our officers and directors will be responsible for the initial product development. Once the company has product to market over the Internet, we will hire an independent consultant to build our website. The company also intends to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum.
We do not expect to purchase or sell plant or significant equipment in the next twelve months.
Results of Operations
Three-Month Periods Ended January 31, 2011 and January 31, 2010
We recorded no revenues for the three months ended January 31, 2011 and January 31, 2010. From the period of April 3, 2006 (inception) to January 31, 2011, we recorded no revenues.
General and administrative expenses were $88,500 for the three months ending January 31, 2011. Operating expenses, consisting solely of general and administrative expenses in this third quarter ended January 31, 2011 consist primarily of board of director liability insurance, accounting and legal fees. From the period of April 3, 2006 (inception) to January 31, 2011, we incurred operating expenses of $205,397.
Liquidity and Capital Resources
At January 31, 2011, we had a cash balance of $0. We do not have sufficient cash on hand to commence our plan of operation for the next 12 months or to fund our ongoing operational expenses beyond 12 months. We will need to raise funds to commence our plan of operation and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common or preferred stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operation and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to complete our plan of operation and our business will fail.
Subsequent Events
None through date of this filing. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.
ITEM 4. CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective as of January 31, 2011.
There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. (REMOVED AND RESERVED).
ITEM 5. OTHER INFORMATION.
Appointment of Director
Effective February 1, 2011, the board of directors appointed George Perlin a director of the Polar Wireless Corp. (the “Company”) for a term expiring February 1, 2011.
Mr. Perlin, age 52, has acted as a consultant regarding Fire Prevention Barriers and vertical and ground transportation to various businesses since 2008. From September 1998 to 2008, Mr. Perlin served as President of Eveready Closures, of Concord, Ontario, Canada. From April 1991 to August 1998, Mr. Perlin acted as General Manager and VP of North American operation (EEC Inc) at Lift Components Manufacturing & Commerce GMBH, (LMC Group) of Wiedenzhausen, Germany. From May 1985 to March 1991, Mr. Perlin was a Sales Engineer for Dover Elevator Corp. of Mississauga, Ontario, where he was responsible for the analyzing and writing specifications for vertical transportation, preparation of tenders and bids and direct sales, and the successful design, tender and completion of the BCE 2 project. From June 1981 to May 1985, Mr. Perlin was employed as an Application Engineer/Assistant of Production Manager for an Affiliated Engineering Inc. and Mining division of Wajax Industries of Mississauga, Ontario, Canada. From 1977 to 1981, Mr. Perlin attended McMaster University of Hamilton, Ontario, Canada, where he earned Bachelor of Applied Science in 1981. These experiences, qualifications and attributes have led to our conclusion that Mr. Perlin should be serving as a member of our Board of Directors in light of our business and structure.
Mr. Perlin is not a party to any agreement, arrangement or interested transaction with the Company, does not have any arrangement or understanding with any other person, pursuant to which he was selected as a director, and is not appointed to any committees of the board of directors.
Status of Transactions Contemplated by Letter of Intent
Under Item 8.01 of Current Report on Form 8-K (File No. 000-54131), filed with the Securities and Exchange Commission on January 5, 2010, we disclosed that we had entered into that certain letter of intent (the “letter of Intent”) dated January 4, 2011, by and among the Company, Polar Wireless Corporation, an Ontario, Canada, corporation (“Polar Wireless Ontario”) and 2230354 Ontario Limited, an Ontario, Canada corporation (“2230354 Ontario”). The Letter of Intent is a contract which requires the parties to consummate an amalgamation/merger of the businesses of the respective parties to the Letter of Intent. A copy of the letter of intent is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q.
Though none of the conditions precedent to the Letter of Intent have been consummated, the Company anticipates that the transactions contemplated by the Letter of Intent to be effected not later than May 15, 2011. The transactions contemplated by the Letter of Intent are subject to customary closing conditions.
ITEM 6. EXHIBITS.
(a) Exhibits required by Item 601 of Regulation SK.
| Number | | Description |
| | | |
| 3.1.1 | | Articles of Incorporation (1) |
| 3.1.2 | | Certificate of Amendment to Articles of Incorporation (2) |
3.2 10.1 | | Bylaws (1) Letter of intent dated January 4, 2011 by and between 22303354 Ontario Inc. and Polar Wireless Corp., a Nevada corporation. |
| 31.1 | | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
_______________
(1) Incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-164845), as filed with the Securities and Exchange Commission on February 2, 2010.
(2) Incorporated by reference to the Company’s Amendment No. 2 to Annual Report on Form 10-K (File No. 000-54131), as filed with the Securities and Exchange Commission on March 1, 2011.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | POLAR WIRELESS CORP. |
| | (Name of Registrant) |
| | |
| Date: March 22, 2011 | By: | /s/ G. Kelly O’Dea | |
| | | Name: G. Kelly O’Dea |
| | | Title: President |
| Date: March 22, 2011 | By: | /s/ Shane Carroll | |
| | | Name: Shane Carroll |
| | | Title: Secretary, principal financial officer and principal accounting officer |
EXHIBIT INDEX
| Number | | Description |
| | | |
| 3.1.1 | | Articles of Incorporation (1) |
| 3.1.2 | | Certificate of Amendment to Articles of Incorporation (2) |
| 3.2 | | Bylaws (1) |
| 10.1 | | Letter of intent dated January 4, 2011 by and between 22303354 Ontario Inc. and Polar Wireless Corp., a Nevada corporation. |
| 31.1 | | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
________________
(1) Incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-164845), as filed with the Securities and Exchange Commission on February 2, 2010.
(2) Incorporated by reference to the Company’s Amendment No. 2 to Annual Report on Form 10-K (File No. 000-54131), as filed with the Securities and Exchange Commission on March 1, 2011.
