UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2008
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 333-147979
CASEYCORP ENTERPRISES, INC.
(Exact name of small business issuer as specified in its charter)
Nevada (State of incorporation) | 98-0523910 (IRS Employer ID Number) |
New York, New York 10022
(Address of principal executive offices)
(888) 251-3422
(Issuer's telephone number)
________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | |
Non-accelerated filer o | Smaller reporting company x |
(Do not check if a smaller reporting company)
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
As of August 8, 2008, 11,000,000 shares of common stock, par value $0.0001 per share, were outstanding.
TABLE OF CONTENTS
Page | |
PART I | |
Item 1. Financial Statements | F-1 |
Item 2. Management’s Discussion and Analysis or Plan of Operation | 1 |
Item 3 Quantitative and Qualitative Disclosures About Market Risk | 2 |
Item 4 Controls and Procedures | 2 |
3 | |
PART II | |
Item 1. Legal Proceedings | |
Item IA. Risk Factors | 3 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 3 |
Item 3. Defaults Upon Senior Securities | 4 |
Item 4. Submission of Matters to a Vote of Security Holders | 4 |
Item 5. Other Information | 4 |
Item 6. Exhibits | 4 |
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
CASEYCORP ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
ASSETS | ||||||
June 30, 2008 | December 31, 2007 | |||||
Current Assets: | (Unaudited) | |||||
Cash | $ | 168 | $ | 26,147 | ||
Total Current Assest | 168 | 26,147 | ||||
Total Assets | $ | 168 | 26,147 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY) | ||||||
Current Liabilities: | ||||||
Accounts Payable and Accrued Liabilities | $ | 12 | $ | 1,664 | ||
Loans Payable | 4500 | - | ||||
Total Current Liabilities | 4,215 | 1,664 | ||||
Commitments and Contingencies | ||||||
Stockholders’ Equity (Deficiency): | ||||||
Preferred Stock, $.0001 par value; 5,000,000 shares authorized, none issued and outstanding | - | - | ||||
Common Stock, $.0001 par value; 500,000,000 shares authorized, 11,000,000 shares issued and outstanding | 1,100 | 1,100 | ||||
Additional Paid-In Capital | 44,700 | 44,700 | ||||
Deficit Accumulated During the Development Stage | ( 50,144 | ) | ( 21,317) | |||
Total Stockholders’ Equity (Deficiency) | ( 4,344 | ) | 24,483 | |||
Total Liabilities and Stockholders’ Equity (Deficiency) | $ | 168 | $ | 26,147 |
The accompanying notes are an integral part of these financial statements.
F-1
CASEYCORP ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
For the Six Months Ended June 30, 2008 | For the Period February 21, 2007 (Inception) to June 30, 2007 | For the Quarter Ended June 30, | For the Period February 21, 2007 (Inception) To June 30, 2008 | |||||||||||||||||
2008 | 2007 | |||||||||||||||||||
Net Revenues | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Costs and Expenses: | ||||||||||||||||||||
Professional Fees | 26,950 | - | 5,500 | - | 44,450 | |||||||||||||||
General and Administrative Expenses | 1,865 | 1,145 | 377 | 1,145 | 4,529 | |||||||||||||||
Start Up Costs | - | - | - | - | 1,153 | |||||||||||||||
Total Costs and Expenses | 28,815 | 1,145 | 5,877 | 1,145 | 50,132 | |||||||||||||||
Operating Loss | ( 28,815 | ) | ( 1,145 | ) | ( 5,877 | ) | ( 1,145 | ) | ( 50,132 | ) | ||||||||||
Other Income (Expense): | ||||||||||||||||||||
Interest Expense | ( 12 | ) | - | ( 12 | ) | - | ( 12 | ) | ||||||||||||
Net Loss | $ | ( 28,827 | ) | $ | ( 1,145 | ) | $ | ( 5 ,889 | ) | $ | ( 1,145 | ) | $ | ( 50,144 | ) | |||||
Basic and Diluted Loss Per Share | $ | ( 0.00 | ) | $ | ( 0.00 | ) | $ | ( 0.00 | ) | $ | ( 0.00 | ) | ||||||||
Weighted Average Common Shares Outstanding | 11,000,000 | 9,674033 | 11,000,000 | 11,000,000 |
The accompanying notes are an integral part of the financial statements.
F-2
CASEYCORP ENTERPRISES, INC..
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
FOR THE PERIOD FEBRUARY 21, 2007 (INCEPTION) TO JUNE 30, 2008
Common Stock | Additional Paid-In | Deficit Accumulated During the | Total | ||||||||||||||||||
Shares | Amount | Capital | Development Stage | ||||||||||||||||||
Balance, February 21, 2007 | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
Common Stock Issued to Founders at $.0001 Per Share | 8,000,000 | 800 | - | - | 800 | ||||||||||||||||
Common Stock Issued to Private Investors at $.015 Per Share | 3,000,000 | 300 | 44,700 | - | 45,000 | ||||||||||||||||
Net Loss for the Period | - | - | - | ( 21,317 | ) | ( 21,317 | ) | ||||||||||||||
Balance, December 31, 2007 | 11,000,000 | 1,100 | 44,700 | ( 21,317 | ) | 24,483 | |||||||||||||||
Net Loss for the Six Months Ended June 30, 2008 (Unaudited) | - | - | - | ( 28,827 | ) | ( 28,827 | ) | ||||||||||||||
Balance, June 30, 2008 (Unaudited) | 11,000,000 | $ | 1,100 | $ | 44,700 | $ | ( 50,144 | ) | $ | ( 4,344 | ) |
The accompanying notes are an integral part of these financial statements.
F-3
CASEYCORP ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
For the Six Months Ended June 30, 2008 | For the Period February 21, 2007 (Inception) to June 30, 2007 | For the Period February 21, 2007 (Inception) to June 30, 2008 | ||||||||||
Cash Flows from Operating Activities: | ||||||||||||
Net Loss | $ | ( 28,827 | ) | $ | ( 1,145 | ) | $ | ( 50,144 | ) | |||
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Changes in Assets and Liabilities: Increase (Decrease) in Accounts Payable and Accrued Liabilities | ( 1,652 | ) | - | 12 | ||||||||
Net Cash Used in Operating Activities | ( 30,479 | ) | ( 1,145 | ) | ( 50,132 | ) | ||||||
Cash Flows from Investing Activities: | - | - | - | |||||||||
Cash Flows from Financing Activities: | ||||||||||||
Proceeds of Borrowings | 4,500 | - | 4,500 | |||||||||
Proceeds from Sale of Common Stock | - | 45,800 | 45,800 | |||||||||
Net Cash Provided by Financing Activities | 4,500 | 45,800 | 50,300 | |||||||||
Increase (Decrease) in Cash | ( 25,979 | ) | 44,655 | 168 | ||||||||
Cash - Beginning of Period | 26,147 | - | - | |||||||||
Cash - End of Period | $ | 168 | $ | 44,655 | $ | 168 | ||||||
Supplemental Disclosures of Cash Flow Information: | ||||||||||||
Interest Paid | $ | - | $ | - | $ | - | ||||||
Income Taxes Paid | $ | - | $ | - | $ | - |
The accompanying notes are an integral part of these financial statements.
F-4
CASEYCORP ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - - Organization and Basis of Presentation
CaseyCorp Enterprises, Inc. (“the Company”) was incorporated on February 21, 2007 under the laws of the State of Nevada. The Company has selected December 31 as its fiscal year.
The Company has not yet generated revenues from planned principal operations and is considered a development stage company as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7. The Company intends to develop and distribute advanced surveillance and security products. There is no assurance, however, that the Company will achieve its objectives or goals.
In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. These financial statements are condensed and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed financial statements should be read in conjunction with the Company's December 31, 2007 audited financial statements and notes thereto included in the annual report on Form 10-K as of such date.
Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.
The Company is a development stage company and has not commenced planned principal operations. The Company had no revenues and incurred a net loss of $28,827 for the six months ended June 30, 2008 and a net loss of $50,144 for the period February 21, 2007 (inception) to June 30, 2008. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
There can be no assurance that sufficient funds will be generated during the next year or thereafter from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital could force the Company to curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.
The Company is attempting to address its lack of liquidity by raising additional funds, either in the form of debt or equity or some combination thereof. During the quarter ended June 30, 2008 the Company borrowed $4,500. There can be no assurances that the Company will be able to raise the additional funds it requires.
The accompanying condensed financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
NOTE 2 - - Common Stock
In February 2007 the Company issued 8,000,000 shares of common stock at $.0001 per share to the two founders of the Company for $800.
In March 2007 the Company sold 3,000,000 shares of common stock at $.015 per share for $45,000 to private investors.
F-5
CASEYCORP ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 3 - - Deferred Offering Costs
Deferred offering costs of $17,500 related to a proposed offering of common stock by the Company were written offing during the period February 21, 2007 (inception) to December 31, 2007 as professional fees since such proposed offering was terminated on March 6, 2008.
NOTE 4 - - Loans Payable
Loans payable consist of advances, bearing interest at 8% per annum and due on demand.
F-6
Item 2. Management’s Discussion and Analysis or Plan of Operations.
As used in this Form 10-Q, references to the “CaseyCorp,” Company,” “we,” “our” or “us” refer to CaseyCorp Enterprises, Inc. Unless the context otherwise indicates.
Forward-Looking Statements
The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
For a description of such risks and uncertainties refer to our Registration Statement on Form SB-2 and Form 10-K, filed with the Securities and Exchange Commission on December 11, 2007 and March 26 2008, respectively. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Overview
CaseyCorp Enterprises, Inc. is focused on developing and licensing proprietary software solutions for healthcare providers, health care professionals and health insurance companies. With adequate funding we feel that we are well positioned to execute our business plan.
Plan of Operation
Over the course of the next twelve month period we plan to focus our efforts on software development with the objective of creating a beta practice management program which will be designed to automate and streamline a number of administrative functions required for operating a medical organization/practice. We recognize that our current management and Board of Directors do not have sufficient business planning experience to create these systems. Accordingly, it is our intention to seek out a consulting firm(s) and programmers that specializes in this arena. Upon completion of our business plan we will need to raise additional funds to retain the services of computer programming professionals. Additionally, we will utilize this time period to actively seek out qualified individuals who can assume key management positions to assist the company in attaining its’ stated goals.
1
Going Concern Consideration
For the six months ended June 30, 2008, we incurred a net loss of $28,827 and a net loss of $50,144 for the period February 21, 2007 (inception) to June 30, 2008. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
Revenues
We had no revenues for the six months ended June 30, 2008.
Liquidity and Capital Resources
Our balance sheet as of June 30, 2008 reflects cash in the amount of $168. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date.
We do not have sufficient resources to effectuate our business plan. We expect to incur a minimum of $50,000 in expenses during the next twelve months of operations. We estimate that this will be comprised mostly of development and operating expenses including; $25,000 towards software development, $5,000 towards marketing materials and website. Additionally, $20,000 will be needed for general overhead expenses such as for reimbursed expenses, corporate legal and accounting fees, office overhead and general working capital. Accordingly, we will have to raise the funds to pay for these expenses. We might do so through a private offering after our shares are quoted on the Over the Counter Bulletin Board. We potentially will have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
2
Item 4. Controls and Procedures.
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive officer and principal financial officer has reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive officer and principal financial officer.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.
Item 1A. Risk Factors
Smaller reporting companies are not required to provide the information required by this item.
3
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
None.
Purchases of equity securities by the issuer and affiliated purchasers
None.
Use of Proceeds
None
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
There was no matter submitted to a vote of security holders during the fiscal quarter ended June 30, 2008.
Item 5. Other Information.
None
Item 6. Exhibits
Exhibit No. | Description | |
31.1 | Rule 13a-14(a)/15d-14(a) Certifications of Israel Levy, the President, Chief Executive Officer, Treasurer and Director (attached hereto) | |
32.1 | Section 1350 Certifications of Israel Levy, the President, Chief Executive Officer , Treasurer and Director(attached hereto) | |
4
SIGNATURES
In accordance with to requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CASEYCORP ENTERPRISES, INC. |
Dated: August 8, 2008
By: | /s/Israel Levy | |
Name: | Israel Levy | |
Title: | President, Chief Executive Officer, | |
Treasure and Director (Principle Executive, Financial and Accounting Officer) |
By: Name: Titlle | /s/Yehoshua Lustig Yehoshua Lustig Secretary and Director |