UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2008
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Transition Period From July 1, 2008 To September 30, 2008
MICRO MAMMOTH SOLUTIONS, INC.
(Name of small business issuer in its charter)
Nevada | | 333-144645 | | 20-5549779 |
(State or Jurisdiction of | | Commission File Number | | (I.R.S. Employer |
Incorporation or organization | | | | Identification No.) |
1511 Dodd Road
Winter Park, Florida 32792
407-529-7144
Indicate by check mark whether the Registrant (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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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 Rule 12b-2 of the Exchange Act).
Yes x No o
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price ($0.05) at which the common equity was last sold, as of September 30, 2008 was $176,700.00
10,034,000 shares of common stock were outstanding as of September 30, 2008.
MICRO MAMMOTH SOLUTIONS, INC.
TABLE OF CONTENTS
INDEX
| | | Page Number |
| | FINANCIAL INFORMATION | |
| | | |
| Item 1 | Financial Statements | 1 |
| | | |
| | Balance Sheets as of September 30, 2008 (unaudited) and December 31, 2007 (audited) | 1 |
| | | |
| | Statements of Operations and Comprehensive Income for the three months ended September 30, 2008 and 2007 and from Inception, September 13, 2006 to September 30, 2008 (unaudited) | 2 |
| | | |
| | Statement of Cash Flows for the three months ended September 30, 2008 and 2007 and from Inception, September 13, 2006 to September 30, 2008 (unaudited) | 3 |
| | | |
| | Notes to the Financial Statements | 4 |
| | | |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Result of Operations | 11 |
| | | |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 15 |
| | | |
| Item 4 | Controls and Procedures | 15 |
| | | |
Part II | | OTHER INFORMATION | 16 |
| | | |
| Item 1 | Legal Proceedings | 16 |
| | | |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 16 |
| | | |
| Item 3 | Defaults Upon Senior Securities | 16 |
| | | |
| Item 4 | Submission of Matters to a Vote of Security Holders | 17 |
| | | |
| Item 5 | Other Information | 17 |
| | | |
| | Exhibits and Reports on Form 8-K | 17 |
| | | |
| SIGNATURES | 17 |
ITEM 1 – FINANCIAL STATEMENTS
MICRO MAMMOTH SOLUTIONS, INC.
(A Development Stage Company)
BALANCE SHEETS
| | September 30, | | June 30, | |
| | 2008 | | 2008 | |
| | (Unaudited) | | (Audited) | |
ASSETS | | | | | | | |
| | | | | | | |
Current assets | | | | | | | |
| | | | | | | |
Cash | | $ | 1,000 | | $ | 10,397 | |
| | | | | | | |
Total current assets | | | 1,000 | | | 10,397 | |
Total Assets | | $ | 1,000 | | | 10,397 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | |
| | | | | | | |
Current Liabilities | | | | | | | |
| | | | | | | |
Accrued liabilities | | $ | 2,250 | | | 5,500 | |
Customer deposit | | | 1,000 | | | - | |
Loan from shareholder | | | 2,314 | | | 2,314 | |
| | | | | | | |
Total current liabilities | | | 5,564 | | | 7,814 | |
| | | | | | | |
Stockholders' equity (deficit) | | | | | | | |
| | | | | | | |
Common stock, $.0001 par value, authorized 100,000,000 shares; 10,034,000 issued and outstanding as of September 30, 2008, and June 30, 2008 | | | 1,003 | | | 1,003 | |
| | | | | | | |
Additional paid-in capital | | | 176,347 | | | 176,347 | |
| | | | | | | |
Accumulated deficit during development stage | | | (181,914 | ) | | (174,767 | ) |
| | | | | | | |
Total stockholders' equity (deficit) | | | (4,564 | ) | | 2,583 | |
Total liabilities and stockholders' equity (deficit) | | $ | 1,000 | | $ | 10,397 | |
The accompanying notes are an integral part of the financial statements.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
| | Three months ended | | Three months ended | | For the Period September 13, 2006 (Inception) to September 30, 2008 | |
| | September 30, | | September 30, | |
| | 2008 | | 2007 | |
| | | | | | | |
Revenue | | $ | 3,000 | | $ | 3,000 | | $ | 23,000 | |
| | | | | | | | | | |
Expenses: | | | | | | | | | | |
General and administrative | | | 6,398 | | | 4,941 | | | 204,914 | |
Total expenses | | | 6,398 | | | 4,941 | | | 204,914 | |
Net loss | | $ | (3,398 | ) | $ | (1,941 | ) | $ | (181,914 | ) |
| | | | | | | | | | |
| | | | | | | | | | |
Weighted average number of common shares outstanding, basic and fully diluted | | | 6,934,000 | | | 6,934,000 | | | 6,789,104 | |
| | | | | | | | | | |
Net loss per weighted share basic and fully diluted | | | (0.00 | ) | | (0.00 | ) | | (0.03 | ) |
The accompanying notes are an integral part of the financial statements.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
| | | | | | For the Period | |
| | Three Months | | Three Months | | September 13, 2006 | |
| | Ended | | Ended | | (Inception) to | |
| | September 30, | | September 30, | | September 30, | |
| | 2008 | | 2007 | | 2008 | |
CASH FLOWS FROM OPERATIONS | | | | | | | | | | |
| | | | | | | | | | |
Net loss | | $ | (3,398 | ) | $ | (1,941 | ) | $ | (181,914 | ) |
| | | | | | | | | | |
Adjustments to reconcile net loss to net cash used for operating activities: | | | | | | | | | | |
| | | | | | | | | | |
Stock based compensation | | | - | | | - | | | 170,650 | |
Increase in customer deposit | | | 1,000 | | | | | | 1,000 | |
Increase(decrease) in accrued liabilities | | | - | | | (3,250 | ) | | 2,250 | |
| | | | | | | | | | |
| | | | | | | | | - | |
NET CASH USED FOR OPERATING ACTIVITIES | | | (2,398 | ) | | (5,191 | ) | | (8,014 | ) |
| | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
NET CASH USED IN INVESTING ACTIVITIES | | | - | | | - | | | - | |
| | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | |
| | | | | | | | | | |
Issuance of common stock | | | - | | | - | | | 6,700 | |
Proceeds from shareholder loan | | | - | | | - | | | 2,314 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | | - | | | - | | | 9,014 | |
| | | | | | | | | | |
Net increase in cash | | | (2,398 | ) | | (5,191 | ) | | 1,000 | |
Cash, beginning of period | | | 3,398 | | | 10,397 | | | - | |
| | | | | | | | | | |
Cash, end of period | | $ | 1,000 | | $ | 5,206 | | $ | 1,000 | |
| | | | | | | | | | |
| | | | | | | | | | |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | | | |
| | | | | | | | | | |
Issuance of 3,400,000 shares of common stock for consulting services | | $ | - | | $ | - | | $ | 170,000 | |
| | | | | | | | | | |
Issuance of 6,500,000 shares of common stock for compensation to founding shareholder | | $ | - | | $ | - | | $ | 650 | |
The accompanying notes are an integral part of the financial statements.
Note 1 – Organization and summary of significant accounting principles
Organization
The company was organized September 13, 2006 (Date of Inception) under the laws of the State of Florida. The company has not commenced significant operations and, in accordance with Statement of Financial Accounting Standards No. 7 Accounting and Reporting by Development Stage Enterprises (“SFAS No. 7”), the company is considered a development stage company.
The company will provide consulting services to mortgage companies. The company currently focuses on three stages of consulting with client businesses: billing, customer service and scripting.
Accounting period
The company has adopted an annual accounting period of July through June.
Use of estimates
The preparation of financial statements in conformity with 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 revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.
Cash and cash equivalents
For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.
Revenue recognition
The company provides consulting services.
Furniture and equipment
Furniture and equipment are stated at cost less accumulated depreciation. It is the policy of the company to capitalize items greater than or equal to $1,000 and provide depreciation based on the estimated useful life of individual assets, calculated using the straight line method.
Estimated useful lives range as follows:
| | Years | |
Furniture and equipment | | | 3 - 5 | |
Computer hardware | | | 3 | |
Note 1 – Organization and summary of significant accounting principles (continued)
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2008. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable and notes payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
Earnings per share
The company has adopted Statement of Financial Accounting Standards No. 128. Earnings Per Share ("SFAS No. 128"). Basic earnings per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti- dilutive they are not considered in the computation.
Income taxes
The company has adopted Statement of Financial Accounting Standard No. 109, Accounting for Income Taxes ("SFAS No. 109") for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes because of differences in amounts deductible for tax purposes. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
Note 1 – Organization and summary of significant accounting principles (continued)
Recent pronouncements
In February 2006, the FASB issued SFAS 155, “Accounting for Certain Hybrid Financial Instruments." This Statement amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This
Statement resolves issues addressed in Statement 133 Implementation Issue No. Dl, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.” This Statement:
| a) | Permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. |
| b) | Clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133. |
| c) | Establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. |
| d) | Clarifies that concentrations of’ credit risk in the form of subordination are not embedded derivatives. |
| e) | Amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. |
The fair value election provided for in paragraph 4(e) of this Statement may also be applied upon adoption of this Statement for hybrid financial instruments that had been bifurcated under paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier adoption is permitted as of the beginning of our fiscal year, provided we have not yet issued financial statements, including financial statements for any interim period, for that fiscal year. Provisions of this Statement may be applied to instruments that we hold at the date of adoption on an instrument-by-instrument basis.
Adoption of this Statement is required as of the beginning of the first fiscal year that begins after September 15, 2006. The adoption of this statement is not expected to have a material impact on the company’s financial statements.
Note 1 – Organization and summary of significant accounting principles (continued)
In March 2006, The FASB issued SEAS 156, “Accounting for Servicing of Financial Assets.” This Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:
| a) | Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations. |
| b) | Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable. |
| c) | Permits an entity to choose either the amortization method or the fair value measurement method for each class of separately recognized servicing assets and servicing liabilities. |
| d) | At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value. |
| e) | Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. |
Adoption of this Statement is required as of the beginning of the first fiscal year that begins after September 15, 2006. The adoption of this statement is not expected to have a material impact on the company’s financial statements.
In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements.” This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurement. The implementation of this guidance is not expected to have any impact on the company’s financial statements.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of PASS Statements No. 87, 106, and 132(R)” (“SFAS No. 158”). SFAS No. 158 requires companies to recognize a net liability or asset and an offsetting adjustment to accumulated other comprehensive income to report the funded status of defined benefit pension and other postretirement benefit plans. SFAS No. 158 requires prospective application, recognition and disclosure requirements effective for the company’s fiscal year ending December 31, 2007. Additionally, SFAS No. 158 requires companies to measure plan assets and obligations at their year-end balance sheet date. This requirement is effective for the company’s fiscal year ending December 31, 2009. The company is currently evaluating the impact of the adoption of SFAS No. 258 and does not expect that it will have a material impact on its financial statements.
Note 1 – Organization and summary of significant accounting principles (continued)
In September 2006, the United States Securities and Exchange Commission (“SEC”), adopted SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” This SAB provides guidance on the consideration of the effects to prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB 108 establishes an approach that requires quantification of financial statement errors based on the effects of each of the company’s balance sheet and statement of operations financial statements and the related financial statement disclosures. The SAB permits existing public companies to record the cumulative effect of initially applying this approach in the first year ending after November 15, 2006 by recording the necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings. Additionally, the use of the cumulative effect transition method requires detailed disclosure of the nature and amount of each individual error being corrected through the cumulative adjustment and how and when it arose. The company is currently evaluating the impact, if any, that SAB 108 may have on the company’s results of operations or financial position.
In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109.” This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Interpretation No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Interpretation No. 48 is effective for fiscal years beginning after December 15, 2006 and the company is currently evaluating the impact, if any, that FASB Interpretation No. 48 may have on its results of operations or financial position.
Note 2 – Going concern
The accompanying financial statements have been prepared assuming that the company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the company is in the development stage and, accordingly, has not yet generated significant revenues from operations. As stated the company is a development stage company and generated revenues totaling $23,000 and incurred accumulated net losses of approximately $182,000 from September 13, 2006 (inception) through the period ended September 30, 2008.
The ability of the company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. The accompanying financial statements do not include any adjustments that might be required should the company be unable to recover the value of its assets or satisfy its liabilities.
Note 3 –Income taxes
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
Note 3 –Income taxes (continued)
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:
Income tax provision at the | | | |
federal statutory rate | | | 34 | % |
Effect of operating losses | | | -34 | % |
| | | 0 | % |
Net deferred tax assets consist of the following:
| | For the three | |
| | months ended | |
| | September 30, 2008 | |
Gross deferred tax asset | | $ | 62,000 | |
Gross deferred tax liability | | | - | |
Valuation allowance | | | (62,000 | ) |
Net deferred tax asset | | $ | - | |
The company did not pay any income taxes during the three months ended September 30, 2008.
Note 4 – Stockholders’ equity
In September 2006, the Company issued 6,500,000 shares of its $0.001 par value common stock as founder's shares. In connection with the issuance of these 6,500,000 shares, the company recorded compensation expense in the amount of $650. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."
In January 2007, the Company issued 3,400,000 shares of its $0.001 par value common stock for consulting services. In connection with the issuance of these 3,400,000 shares, the company recorded compensation expense in the amount of $170,000. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."
In June 2007, the Company issued 134,000 shares of its $0.001 par value common stock for $6,700 cash. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."
There have been no other issuances of common stock.
Note 5 – Warrants and options
There are no warrants or options outstanding to acquire any additional shares of common stock.
Note 6 – Related party transactions
Amounts due to the company’s chief executive officer totaled $2,314 at September 30, 2008. These amounts primarily represent loans to pay company startup expenses.
Note 7 – Commitments and contingent liabilities
Legal matters - The company is occasionally party to litigation or threat of litigation arising in the normal course of business. Management, after consultation with legal counsel, does not believe that the resolution of any such matters will have a material effect on the company’s financial position or results of operations.
Note 8 – Agreement and Plan of Merger
On March 10, 2008 the Company entered into an agreement and plan of merger with Advanced Blast Protection, Inc (ABP). The agreement is contingent on ABP obtaining financing for the agreement. The agreement expires on October 31, 2008 unless extended by the parties.
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:
| • | our ability to successfully compete in the professional services industry; |
| • | difficulties developing a new line of business in the professional services industry; |
| • | failure to identify, develop or profitably manage additional businesses; |
| • | failure to obtain new customers or retain existing customers; |
| • | inability to efficiently manage our operations; |
| • | inability to achieve future operating results; |
| • | inability to obtain capital for future growth; |
| • | loss of key executives; and |
| • | general economic and business conditions. |
For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Factors That May Affect Our Plan of Operation” in this document and in our Annual Report on Form 10-K for the year ended June 30, 2007, available at the SEC’s website at www.sec.gov.
RISK FACTORS
We are a development stage company organized in September 2006 and have no operating history, which makes an evaluation of us extremely difficult. At this stage of our business operations, even with our good faith efforts, potential investors have a high probability of losing their investment.
We were incorporated in September of 2006 as a Nevada corporation. As a result of our recent start up, we have generated limited revenues from operations and have been focused on organizational, start-up, and market analysis activities since we incorporated. Our operating activities during this period consisted primarily of developing contacts for our consulting services. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors, including our ability to raise adequate working capital, demand for our services, the level of our competition and our ability to attract and maintain key management and employees.
Our prospects are subject to the risks and expenses encountered by start-up companies, such as ours, which are establishing a business as consulting firm. Our limited operating history makes it difficult or impossible to predict future results of our operations. We may not establish a client base that will make us profitable, which might result in the loss of some or all of your investment in our common stock.
You should consider our prospects in light of the risks and difficulties frequently encountered by early stage companies in the rapidly evolving consulting market. These risks include, but are not limited to, an unpredictable business environment, the difficulty of managing growth and the use of our business model. To address these risks, we must, among other things:
| · | expand our customer base; |
| · | enhance our name recognition; |
| · | expand our product and service offerings; |
| · | successfully implement our business and marketing strategy; |
| · | provide superior customer service; |
| · | respond effectively to competitive and technological developments; and |
| · | attract and retain qualified personnel. |
Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions. These marketability restrictions may prevent you from liquidating your stock, thus causing a loss of your investment.
Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:
| • | Deliver to the customer, and obtain a written receipt for, a disclosure document; |
| • | Disclose certain price information about the stock; |
| • | Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer; |
| • | Send monthly statements to customers with market and price information about the penny stock; and |
| • | In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules. |
Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.
BUSINESS OVERVIEW
Micro Mammoth Solutions, Inc. is a development stage company, originally incorporated in the State of Nevada on September 13, 2006. We have not as of yet engaged in significant operations, nor have we had significant revenues. Our plan of operation has been, and will continue to be for the next twelve months to market our consulting services to small and medium size businesses that are mortgage brokers and mortgage lenders and expand our customer base. MMSI consulting services will assist brokers and mortgage lenders with the customer service and marketing aspects of their business, allowing them to focus on the business aspects of providing mortgages. Our consulting business will focus on customer service and marketing.
We have continuously incurred losses since our inception, totaling $181,914. For the quarter ended September 30, 2008 we had a net loss of $3,398 as compared to a net loss of $1,941 for the same three months ended June 30, 2007.
Recent Developments
Our original plan of operation was to position Micro Mammoth Solutions, Inc. to market our consulting services to assist small and medium sized mortgage brokers and mortgage lenders with the customer service and marketing aspects of their business, allowing them to focus on the business aspects of providing mortgages.
Our current related party contract is providing revenue to continue operations as they are. We have determined that our current level of revenue generation will not satisfy our business plan or original plan of operation. Our current revenue levels fail to substantiate and support shareholder value. Therefore, we have re-assessed our business model, and are aggressively seeking out other business opportunities in an effort to substantiate stockholder value.
We anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.
We are currently seeking to engage in a merger with ABP Acquisition Corp., a wholly owned subsidiary of Advanced Blast Protection Inc., a Florida corporation (ABP") and the principal stockholders of ABP. The Merger Agreement provides for the merger ("Merger") of Micro Mammoth Solutions, Inc., and ABP with ABP as the surviving corporation.
ABP Acquisition Corp. desires the consummation of this merger to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market. If a merger does not occur, Micro Mammoth Solutions will execute its business plan, making modifications as needed due to the challenging market conditions. We have been in the developmental stage since inception and have no limited operations to date. Other than our current related party contract we have not commenced any additional operational activities.
A business combination with a target business will normally involve the transfer to the target business of the majority of our common stock, and the substitution by the target business of its own management and board of directors. Our sole officer and director and majority shareholder is currently in negotiations to transfer his interest in Micro Mammoth Solutions, Inc. to an outside third party. In the event such transaction takes place, it is likely our sole officer and director would resign his positions with the Company.
We have, and will continue to have, no capital with which to provide the owners of business opportunities with any cash or other assets. However, management believes we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a company with securities registered pursuant to Rule 12(g) of the Exchange Act. Our sole officer and director has not conducted market research and is not aware of statistical data to support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.
Our audit reflects the fact that our income from our related party contract provides limited revenues. We have no other current source of income. Further, without realization of additional capital, it would be unlikely for the Company to continue as an ongoing concern.
Our sole officer and director has agreed that he will advance any additional funds which we need for operating capital and for costs in connection with searching for or completing an acquisition or merger. Such advances have historically been converted to equity. There is no minimum or maximum amount the Officer and Director will advance to us. We will not borrow any funds for the purpose of repaying advances made by such Officer and Director, and we will not borrow any funds to make any payments to our promoters, management or their affiliates or associates.
Satisfaction of our cash obligations for the next twelve months
The company has been determined by our auditor to be an ongoing concern. The company is not generating sufficient revenue to cover all of its expenses.
We plan on satisfying our cash obligations over the next twelve months through additional equity and/or third party financing. We do not anticipate generating revenues within the next twelve months, unless we successfully complete a merger or acquisition with a company generating revenues from operations.
A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate enough positive internal operating cash flow until such time as we complete the acquisition and can generate substantial revenues, which may take the next few years to fully realize, if ever. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations.
Liquidity and Capital Resources
Over the next twelve months we believe that existing capital and anticipated funds from operations will not be sufficient to sustain our operations. As a result, we will be required to seek additional capital to fund our operations through additional equity or debt financing or credit facilities. No assurance can be made that such financing would be available, and if available it may take either the form of debt or equity. In either case, the financing could have a negative impact on our financial condition and our Stockholders.
We anticipate incurring continued operating losses over the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. To address these risks we must, among other things, locate suitable acquisition targets, obtain a customer base, implement and successfully execute a business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.
Going Concern
The consolidated financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern. The Company’s cash position is inadequate to pay all of the costs associated with its intended business plan. Management intends to use borrowings and security sales to mitigate the effects of its cash position, however no assurance can be given that debt or equity financing, if and when required will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.
We do not anticipate performing any significant product research and development under our plan of operation until such time as we complete an acquisition. We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time or anticipated to be needed in the next twelve months. As of September 30, 2008, we had 1 part-time employee. We are dependent upon James Watson our sole officer and director. We may need to hire full time operational staff if and when we complete the anticipated acquisition.
RESULTS OF OPERATIONS
For the quarter ended September 30, 2008, we generated revenues of approximately $3,000 and incurred a net loss of approximately $3,400.
For complete financial information, please see the enclosed financial statements and the accompanying notes.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As a smaller reporting company, as defined by Rule 229,10(f)(1), Micro Mammoth Solutions, Inc. is not required to provide Quantitative and Qualitative disclosures about market risk.
ITEM 4. | CONTROLS AND PROCEDURES |
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES OVER FINANCIAL REPORTING
In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by our management, with the participation of Management, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of September 30, 2008. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer/Principal Financial Officer, to allow timely decisions regarding required disclosures.
Based on that evaluation, our management concluded that our disclosure controls and procedures were effective in reporting information required to be disclosed within the time periods specified in the SEC's rules and forms.
Management's Report on Internal Control over Financial Reporting
Management of our company is responsible for establishing and maintaining adequate internal control over financial reporting. Our company's internal control over financial reporting is a process, under the supervision of Management designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with United States generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:
o Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets;
o Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and
o Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.
Our management conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of September 30, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that there was no material weakness in our internal controls over financial reporting, and accordingly, our controls are effective.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
Changes in Internal Control over Financial Reporting
There were no significant changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended September 30, 2008, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
Smaller reporting companies are not required to provide the information required by this item.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
There were no sales of unregistered securities during the period covered by this report.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
There were no defaults upon senior securities during the period covered by this report.
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
There were no matters submitted to a vote of security holders during the period covered by this report.
There was no information required to be disclosed on Form 8-K during the period covered by this report.
The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement, filed July 17, 2007 under SEC File Number 333-144645, at the SEC website at www.sec.gov.
| | | | | | Incorporated by reference | |
Exhibit | | Exhibit Description | | Filed herewith | | Form | | Period ending | | Exhibit | | Filing date | |
1.01 | | | Entry into a Material Definitive Agreement | | | | | | 8-K/A | | | | | | 1.01 | | | 10/08/08 | |
3.1(i) | | | Articles of Incorporation | | | | | | SB-2 | | | | | | 3.1(i) | | | 07/17/07 | |
| | | | | | | | | | | | | | | | | | | |
3.1(ii) | | | Bylaws of Micro Mammoth Solutions, Inc. | | | | | | SB-2 | | | | | | 3.1(ii) | | | 07/17/07 | |
| | | | | | | | | | | | | | | | | | | |
31* | | | Certification of James Watson pursuant to Section 302 of the Sarbanes-Oxley Act | | | X | | | | | | | | | | | | | |
32* | | | Certification of James Watson pursuant to Section 906 of the Sarbanes-Oxley Act | | | X | | | | | | | | | | | | | |
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) 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, on October 28, 2008
MICRO MAMMOTH SOLUTIONS, INC. REGISTRANT |
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By: /s/James Watson |
James Watson |
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Principal Accounting Officer |