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 December 31, 2008
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Transition Period From ______________ To ______________
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 ¨
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 ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ (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 ¨
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 December 31, 2008 was $176,700.00
10,034,000 shares of common stock were outstanding as of December 31, 2008.
MICRO MAMMOTH SOLUTIONS, INC.
TABLE OF CONTENTS
INDEX
| | | Page Number |
PART 1: | | FINANCIAL INFORMATION | 3 |
| | | |
| Item 1 | Financial Statements | 3 |
| | | |
| | Balance Sheets as of December 31, 2008 (unaudited) and as of June 30, 2008 | 3 |
| | | |
| | Statements of Operations for the three and six months ended December 31, 2008 and 2007 and from September 13, 2006 (Inception) to December 31, 2008 (unaudited) | 4 |
| | | |
| | Statement of Cash Flows for the six months ended December 31, 2008 and 2007 and September 13, 2006 (Inception) to December 31, 2007 (unaudited) | 5 |
| | | |
| | Notes to the Financial Statements | 6 |
| | | |
| Item2 | Management’s Discussion and Analysis of Financial Condition and Result of Operations | 13 |
| | | |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 17 |
| | | |
| Item 4 | Controls and Procedures | 17 |
| | | |
Part II | | OTHER INFORMATION | 18 |
| | | |
| Item 1 | Legal Proceedings | 18 |
| | | |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
| | | |
| Item 3 | Defaults Upon Senior Securities | 18 |
| | | |
| Item 4 | Submission of Matters to a Vote of Security Holders | 18 |
| | | |
| Item 5 | Other Information | 18 |
| | | |
| Item 6 | Exhibits and Reports on Form 8-K | 18 |
| | | |
| SIGNATURES | 19 |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MICRO MAMMOTH SOLUTIONS, INC.
(A Development Stage Company)
BALANCE SHEETS
| | December 31, | | | June 30, | |
| | 2008 | | | 2008 | |
| | (Unaudited) | | | | |
| | | | | | |
ASSETS | | | | | | |
| | | | | | |
Current assets: | | | | | | |
Cash | | $ | 1,622 | | | $ | 3,398 | |
| | | | | | | | |
Total current assets | | | 1,622 | | | | 3,398 | |
| | | | | | | | |
Total Assets | | $ | 1,622 | | | $ | 3,398 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
| | | | | | | | |
Current liabilities: | | | | | | | | |
Accrued liabilities | | $ | 1,550 | | | $ | 2,250 | |
Customer deposits | | | 2,000 | | | | - | |
Loan from shareholder | | | 2,314 | | | | 2,314 | |
| | | | | | | | |
Total current liabilities | | | 5,864 | | | | 4,564 | |
| | | | | | | | |
Stockholders' equity: | | | | | | | | |
Common stock, $.0001 par value, authorized 100,000,000 | | | | | | | | |
shares; 10,034,000 issued and outstanding as of | | | | | | | | |
December 31, 2008 and June 30, 2008 | | | 1,003 | | | | 1,003 | |
| | | | | | | | |
Additional paid-in capital | | | 176,347 | | | | 176,347 | |
| | | | | | | | |
Accumulated deficit during development stage | | | (181,592 | ) | | | (178,516 | ) |
| | | | | | | | |
Total stockholders' equity | | | (4,242 | ) | | | (1,166 | ) |
| | | | | | | | |
Total liabilities and stockholders' equity | | $ | 1,622 | | | $ | 3,398 | |
The accompanying notes are an integral part of the financial statements.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | | | | | | | | For the Period | |
| | Three Months Ended | | | Six Months Ended | | | September 13, 2006 | |
| | December 31, | | | December 31, | | | (Inception) to | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | | | December 31, 2008 | |
| | | | | | | | | | | | | | | |
Revenue | | $ | 3,000 | | | $ | 3,000 | | | $ | 6,000 | | | $ | 6,000 | | | $ | 26,000 | |
| | | | | | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
General and administrative | | | 2,678 | | | | 170,000 | | | | 9,076 | | | | 9,319 | | | | 207,592 | |
| | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 2,678 | | | | 170,000 | | | | 9,076 | | | | 9,319 | | | | 207,592 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 322 | | | $ | (167,000 | ) | | $ | (3,076 | ) | | $ | (3,319 | ) | | $ | (181,592 | ) |
| | | | | | | | | | | | | | | | | | | | |
Weighted average number of common | | | | | | | | | | | | | | | | | | | | |
shares outstanding, basic and fully diluted | | | 10,034,000 | | | | 10,034,000 | | | | 10,034,000 | | | | 10,034,000 | | | | 9,421,521 | |
| | | | | | | | | | | | | | | | | | | | |
Net loss per weighted share | | | | | | | | | | | | | | | | | | | | |
basic and fully diluted | | | 0.00 | | | | (0.02 | ) | | | (0.00 | ) | | | (0.00 | ) | | | (0.02 | ) |
The accompanying notes are an integral part of the financial statements.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | | | For the Period | |
| | Six Months | | | Six Months | | | September 30, 2006 | |
| | Ended | | | Ended | | | (Inception) to | |
| | December 31, | | | December 31, | | | December 31, | |
| | 2008 | | | 2007 | | | 2008 | |
Cash flows from operating activities: | | | | | | | | | |
| | | | | | | | | |
Net loss | | $ | (3,076 | ) | | $ | (3,319 | ) | | $ | (181,592 | ) |
| | | | | | | | | | | | |
Adjustments to reconcile net loss to net cash | | | | | | | | | | | | |
used for operating activities: | | | | | | | | | | | | |
Stock based compensation | | | - | | | | - | | | | 170,650 | |
Increase in customer deposits | | | 2,000 | | | | - | | | | 2,000 | |
Increase (decrease) in accrued liabilities | | | (700 | ) | | | (3,043 | ) | | | 1,550 | |
| | | | | | | | | | | - | |
Net cash used in operating activities | | | (1,776 | ) | | | (6,362 | ) | | | (7,392 | ) |
| | | | | | | | | | | | |
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 | | | (1,776 | ) | | | (6,362 | ) | | | 1,622 | |
Cash, beginning of period | | | 3,398 | | | | 10,190 | | | | - | |
| | | | | | | | | | | | |
Cash, end of period | | $ | 1,622 | | | $ | 3,828 | | | $ | 1,622 | |
| | | | | | | | | | | | |
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.
MICRO MAMMOTH SOLUTIONS, INC
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
Note 1 – Organization and summary of significant accounting principles
Organization
Micro Mammoth Solutions, Inc. 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.
Micro Mammoth Solutions, Inc. 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
Revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collectability is reasonably assured.
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. Depreciation is computed using the straight-line method over the expected useful lives of the assets. Upon retirement or other disposition of depreciable assets, the cost and related accumulated depreciation are eliminated from the accounts, and any gain or loss on disposal is credited to or charged against income.
MICRO MAMMOTH SOLUTIONS, INC
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 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.
MICRO MAMMOTH SOLUTIONS, INC
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
In April 2008, the FASB issued FSP 142-3, "Determination of the Useful Life of Intangible Assets." This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, "Goodwill and Other Intangible Assets." The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under Statement 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141 (Revised 2007), "Business Combinations," and other U.S. generally accepted accounting principles (GAAP). This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company does not expect the adoption of FAS 142-3 to have a material effect on its results of operations and financial condition.
In May 2008, the FASB issued FSP No. APB 14-1 "Accounting for Convertible Debt Instruments That May BeSettled in Cash upon Conversion (Including Partial Cash Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer's non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis. The Company does not expect the adoption of FSP APB 14-1 to have a material effect on its results of operations and financial condition.
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” The new standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities. SFAS No. 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” We re evaluating the impact of adoption of SFAS No. 162 and we do not currently expect adoption to have a material impact on our results of operations, cash flows or financial position.
In February 2008, the FASB issued Staff Position (FSP) FAS 157-2, Effective Date of FASB Statement No. 157, which defers the implementation for the non-recurring financial assets and liabilities from fiscal years beginning after November 15, 2007 to fiscal years beginning after November 15, 2008. The provisions of SFAS No. 157 will be applied prospectively. The statement provisions effective as of December 29, 2007, do not have a material effect on the Company's financial position and results of operations. Management does not believe that the remaining provisions will have a material effect on the Company's financial position and results of operations when they become effective on January 1,2009. The adoption of FSP FAS 157-2 is not expected to have a material impact.
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
MICRO MAMMOTH SOLUTIONS, INC
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
Recent pronouncements (continued)
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 it’s results of operations or financial position.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value. The objective of SFAS 159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. Generally accepted accounting principles have required different measurement attributes for different assets and liabilities that can create artificial volatility in earnings. The FASB has indicated it believes that SFAS 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 does not eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS 157 and SFAS No. 107, “Disclosures about Fair Value of Financial Instruments.” SFAS 159 is effective for the Company as of the beginning of fiscal year 2008. The adoption of this pronouncement is not expected to have an impact on the Company’s financial position, results of operations or cash flows.
In December 2007, the FASB issued SFAS no. 160, “Noncontrolling Interest in Consolidated Financial Statements,” and amendment of ARB 51, which changes the accounting and reporting for minority interest. Minority interest will be recharacterized as noncontrolling interest and will be reported as component of equity separate from the parent’s equity, and purchases or sales of equity interests that do not result in change in control will be accounted for as equity transactions. In addition, net income attributable to the noncontrolling interest will be included in consolidated net income on the date of the income statement and, upon a loss of control, the interest sold, as well as any interest retained, will be recorded at fair value with any gain or loss recognized in earnings. SFAS No.160 is effective for the Company beginning July 1, 2009 and will apply prospectively, except for the presentation and disclosure requirements, which will apply retrospectively. The Company is not part of a consolidating group and currently is not affected by this pronouncement.
In March 2008, the FASB issued SFAS No. 161, “Disclosure about Derivative Instruments and Hedging Activities,” an amendment of FASB Statement No. 133. SFAS No. 161 requires additional disclosures related to the use of derivative instruments, the accounting for derivatives and the financial statement impact of derivatives.
MICRO MAMMOTH SOLUTIONS, INC
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
Recent pronouncements (continued)
SFAS No. 161 is effective for fiscal years beginning after November 15, 2008. The adoption of SFAS No. 161 will not impact the Company’s financial statements.
In May 2008, the FASB issued FSP Accounting Principles Board (“APB”) 14-1 “Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis. As we do not have convertible debt at this time, we currently believe the adoption of FSP APB 14-1 will have no effect on our results of operations and financial condition.
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 a development stage Company, it has generated revenues totaling $29,000 and incurred accumulated net losses of approximately $181,000 from September 13, 2006 (inception) through the period ended December 31, 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.
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 | % |
MICRO MAMMOTH SOLUTIONS, INC
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
Note 3 –Income taxes (continued)
Net deferred tax assets consist of the following:
| | For the six months | |
| | ended December 31, | |
| | 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 six months ended December 31, 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 December 31, 2008. These amounts primarily represent loans to pay Company startup expenses.
MICRO MAMMOTH SOLUTIONS, INC
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
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 was contingent on ABP obtaining financing for the agreement. The agreement expired on December 31, 2008.
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,” “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, 2008, available at the SEC’s website at www.sec.gov.
RISK FACTORS
We are a development stage company organized in March 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 March 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 $181,592. For the six months ended December 31, 2008 we had a net loss of $3,076 as compared to a net loss of $3,319 for the same six months ended December 31, 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 exist currently. 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 had been 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 provided for the merger ("Merger") of Micro Mammoth Solutions, Inc., and ABP with ABP as the surviving corporation. As of December 31, 2008 the merger agreement between ABP Acquisition Corp., a wholly owned subsidiary of Advanced Blast Protection Inc., and Micro Mammoth Solutions, Inc., expired under its own terms.
Micro Mammoth Solutions has elected to continue executing its business plan, making modifications as needed due to the challenging market conditions and will continue to aggressively seek out other business opportunities in an effort to substantiate stockholder value. 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.
Micro Mammoth may enter into a business combination with another targeted business entity. Such a combination would 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 December 31, 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 six months ended December 31, 2008, we generated revenues of approximately $6,000 and incurred a net loss of approximately $3,076.
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
Based on evaluations at December 31, 2008, our principal executive and financial officer, has concluded that the disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act) are effective to ensure that information required to be disclosed by the company in reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that material information relating to the Company is accumulated and communicated to management, including our principal executive and financial officer, as appropriate to allow timely decisions regarding required disclosures.
CHANGES IN INTERNAL CONTROLS
During the period covered by this quarterly report on Form 10-Q, the Company has not made any changes to its internal control over financial reporting (as referred to in Paragraph 4(b) of the Certifications of the Company’s principal executive and financial officer included as exhibits to his report) that have materially affected, or are reasonably likely to affect the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 1A. RISK FACTORS
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.
ITEM 5. OTHER INFORMATION
There was no information required to be disclosed on Form 8-K during the period covered by this report.
ITEM 6. EXHIBITS
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 |
| | | | | | | | | | | | |
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 February 13, 2009
REGISTRANT |
| |
By: /s/ James Watson | |
James Watson |
|
Principal Accounting Officer |