U.S. 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: March 31, 2009
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-53032
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization) | 26-1350368 (I.R.S. Employer Identification No.) |
2519 McMullen Booth Road, Suite 510-308, Clearwater, FL 33761
(Address of principal executive offices)
(Registrant's telephone number)
(Former name, former address and former
fiscal year, if changed since last report)
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. ý Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
¨ Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” 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 ý |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ýYes ¨No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.o Yes o No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
At May 14, 2009, there were 1,000,000 shares of common stock outstanding.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
| | | Page |
| Balance Sheet – March 31, 2009 (Unaudited) | | F-1 |
| Statement of Operations – Three and Nine Months Ended March 31, 2009 and March 31, 2008 (Unaudited) and cumulative since inception (October 12, 2007) (Unaudited) | | F-2 |
| Statement of Stockholders Deficit | | F-3 |
| Statement of Cash Flows –Nine Months Ended March 31, 2009 and March 31, 2008 (Unaudited) and cumulative since inception (October 12, 2007) (Unaudited) | | F-4 |
| Notes to Financial Statements (Unaudited) | | F-5 |
| Bethesda C0701, Inc. |
| (A Development Stage Company) |
| Balance Sheet—Unaudited |
| As of March 31, 2009 |
| ASSETS | | | |
| | | | |
| CURRENT ASSETS: | | | |
| Cash | | $ | 1,329 | |
| TOTAL CURRENT ASSETS | | | 1,329 | |
| | | | | |
| TOTAL ASSETS | | $ | 1,329 | |
| | | | | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | |
| CURRENT LIABILITIES: | | | | |
| Shareholder Note Payable | | $ | 19,150 | |
| Accrued Interest Payable | | | 1,812 | |
| TOTAL CURRENT LIABILITIES | | | 20,962 | |
| | | | | |
| TOTAL LIABILITIES | | | 20,962 | |
| | | | | |
| STOCKHOLDERS' DEFICIT | | | | |
| Preferred stock ($0.0001 par value; 10,000,000 shares authorized; no shares | | | | |
| issued and outstanding at March 31, 2009) | | | - | |
| Common stock ($0.0001 par value; 100,000,000 shares authorized: | | | | |
| 1,000,000 issued and outstanding at March 31, 2009) | | | 100 | |
| Paid in Capital | | | - | |
| Accumulated Deficit | | | (19,733 | ) |
| TOTAL STOCKHOLDERS' DEFICIT | | | (19,633 | ) |
| | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | | $ | 1,329 | |
| Bethesda C0701, Inc. |
| (A Development Stage Company) |
| Statement of Operations—Unaudited |
| | | | | | | | | | | | | | | Cumulative | |
| | | | | | | | | | | | | | | Totals Since | |
| | | For the Three Months Ended | | | For The Nine Months Ended | | | Inception | |
| | | March 31, 2009 | | | March 31, 2008 | | | March 31, 2009 | | | March 31, 2008 | | | October 12, 2007 | |
REVENUES: | | | | | | | | | | | | | | | |
| Income | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| Total Revenue | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | |
EXPENSES: | | | | | | | | | | | | | | | | | | | | |
| Professional Fees | | | 850 | | | | - | | | | 6,350 | | | | 9,000 | | | | 15,850 | |
| Interest Expense | | | 383 | | | | - | | | | 1,284 | | | | - | | | | 1,812 | |
| Selling, General, and Administrative | | | 810 | | | | 844 | | | | 868 | | | | 844 | | | | 2,071 | |
| Total Expenses | | | 2,043 | | | | 844 | | | | 8,502 | | | | 9,844 | | | | 19,733 | |
| | | | | | | | | | | | | | | | | | | | | |
| Loss from Operations | | $ | (2,043 | ) | | $ | (844 | ) | | $ | (8,502 | ) | | $ | (9,844 | ) | | $ | (19,733 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Basic and fully diluted net loss per common share: | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.01 | ) | | $ | (0.01 | ) | | $ | (0.02 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Weighted average common shares outstanding | | | 1,000,000 | | | | 1,000,000 | | | | 1,000,000 | | | | 1,000,000 | | | | 1,000,000 | |
| Bethesda C0701, Inc. |
| (A Development Stage Company) |
| Statement of Stockholders' Deficit—Unaudited |
| | | | | | | | | | | | Additional | | | | |
| | | Common Stock | | | Preferred stock | | | Paid-in | | | Deficit | |
| | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Accumulated | |
| | | | | | | | | | | | | | | | | | | |
| Balances, October 12, 2007 (inception) | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (11,231 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Capital Contributions | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of common shares | | | 1,000,000 | | | | 100 | | | | - | | | | - | | | | - | | | | - | |
| Balances, June 30, 2008 | | | 1,000,000 | | | $ | 100 | | | | - | | | $ | - | | | $ | - | | | $ | (11,231 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (8,502 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balances, March 31, 2009 | | | 1,000,000 | | | $ | 100 | | | | - | | | $ | - | | | $ | - | | | $ | (19,733 | ) |
| Bethesda C0701, Inc. |
| (A Development Stage Company) |
| Statement of Cash Flows—Unaudited |
| | | For the | | | For the | | | Cumulative | |
| | | Nine Months | | | Nine Months | | | Totals Since | |
| | | Ended | | | Ended | | | Inception | |
| | | March 31, 2009 | | | March 31, 2008 | | | October 12, 2007 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
| Net loss | | $ | (8,502 | ) | | $ | (9,844 | ) | | $ | (19,733 | ) |
| Adjustments to reconcile net (loss) to net cash used in operations: | | | | | | | | | | | | |
| Changes in Assets and Liabilities: | | | | | | | | | | | | |
| Increase/(decrease) in Accrued Expenses | | | 1,284 | | | | - | | | | 1,812 | |
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | | | (7,218 | ) | | | (9,844 | ) | | | (17,921 | ) |
| | | | | | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | |
| Shareholder Note Payable | | | 8,250 | | | | 10,900 | | | | 19,150 | |
| NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | | | 8,250 | | | | 10,900 | | | | 19,150 | |
| | | | | | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | |
| Capital Stock purchase | | | - | | | | 100 | | | | 100 | |
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | | | - | | | | 100 | | | | 100 | |
| CASH AND CASH EQUIVALENTS, | | | | | | | | | | | | |
| BEGINNING OF THE PERIOD | | | 297 | | | | - | | | | - | |
| | | | | | | | | | | | | |
| END OF THE PERIOD | | $ | 1,329 | | | $ | 1,156 | | | $ | 1,329 | |
| | | | | | | | | | | | | |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | | | | | | | | | | | | |
| CASH PAID DURING THE PERIOD FOR: | | | | | | | | | | | | |
| Interest | | $ | - | | | $ | - | | | $ | - | |
| Taxes | | $ | - | | | $ | - | | | $ | - | |
| BETHESDA C0701, INC. |
| (A Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS (UNAUDITED) |
| FOR THE PERIOD ENDED MARCH 31, 2009 |
NOTE A- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity- Bethesda C0701, Inc. (“The Company”) was organized under the laws of the State of Nevada on October 12, 2007 as a corporation with a year end of June 30. The Company’s objective is to acquire or merge with a target business or company in a business combination.
Basis of Presentation- The financial statements included herein were prepared under the accrual basis of accounting.
Cash and Cash Equivalents- For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.
Notes Payable to Related Party & Accrued Interest
A series of loans were obtained from Bethesda Marketing Group, LLC. David McNamee, president of Bethesda C0701, Inc., is a principal in the lender. The loans are for $10,900 and $2,500 (August 05, 2008) and $1,000 (August 12, 2008) and $500 (September 22, 2008) and $2,000 (November 4, 2008) $750 (December 3, 2008) and $1,500 (January 29, 2009) and bear interest at 8% per annum on demand. The interest accrued, but not paid, for this period is $1,284
Management’s Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.
Revenue Recognition- The Company’s policy is to recognize income when it is earned.
Comprehensive Income (Loss)- The Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive Income” which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements.
Net Income per Common Share- Statement of Financial Accounting Standards (SFAS) No. 128 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as option, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Accordingly, this presentation has been adopted for the period presented. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.
Deferred Taxes- Income taxes are provided in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
| BETHESDA C0701, INC. |
| (A Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS (ANAUDITED) |
| FOR THE PERIOD ENDED DECEMBER 30, 2008 |
NOTE A- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair Value of Financial Instruments- The carrying amounts reported in the balance sheet for cash, accounts receivable and payable approximate fair value based on the short-term maturity of these instruments.
Accounts Receivable- Accounts deemed uncollectible are written off in the year they become uncollectible. As of March 31, 2009, the balance in Accounts Receivable was $0.
Impairment of Long-Lived Assets- The Company evaluates the recoverability of its fixed assets and other assets in accordance with Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. SFAS 144 requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the period ended March 31, 2009.
Stock-Based Compensation- The Company accounts for stock-based compensation using the fair value method of Statement of Financial Accounting Standards (SFAS) No. 123R. This statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.
Fair Value for Financial Assets and Financial Liabilities- The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 159, “The Fair Value for Financial Assets and Financial Liabilities- Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reporting earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. No such assets or liabilities were recognized during the period ending March 31, 2009.
| BETHESDA C0701, INC. |
| (A Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS (UNAUDITED) |
| FOR THE PERIOD ENDED DECEMBER 30, 2008 |
NOTE A- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements—In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”. This statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts — An interpretation of FASB Statement No. 60.” SFAS No. 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement No. 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS No. 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
| BETHESDA C0701, INC. |
| (A Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS (UNAUDITED) |
| FOR THE PERIOD ENDED DECEMBER 30, 2008 |
NOTE B-SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental disclosures of cash flow information for the period ended March 31, 2009 is summarized as follows:
Cash paid during the year ended March 31, 2009 for interest and income taxes:
| Income taxes | | $ | NONE | |
| Interest | | $ | NONE | |
NOTE C-SEGMENT REPORTING
In June, 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 131,”Disclosures About Segments of an Enterprises and Related Information”. This Statement requires companies to report information about operating segments in interim and annual financial statements. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of March 31, 2009.
NOTE D-INCOME TAXES
Due to the operating loss and the inability to recognize an income tax benefit there is no provision for current or deferred federal or state income taxes for the period from October 12, 2007 through December 31, 2008.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.
The Company’s total deferred tax asset, calculated using federal and state effective tax rates, as of December 31, 2008 is as follows:
| Total Deferred Tax Assets | | $ | (6,011 | ) |
| Valuation Allowance | | | 6,011 | |
| Net Deferred Tax Asset | | $ | NONE | |
The reconciliation of income taxes computed at the federal statutory income tax rate to total income taxes for the period from inception through December 31, 2008 is as follows:
| Income tax computed at the federal statutory rate | | | 34.0 | % |
| State income tax, net of federal benefit | | | 0.0 | % |
| Total | | | 34.0 | % |
| Valuation allowance | | | -34.0 | % |
| Total deferred tax asset | | | 0.0 | % |
| BETHESDA C0701, INC. |
| (A Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS (UNAUDITED) |
| FOR THE PERIOD ENDED DECEMBER 30, 2008 |
NOTE D-INCOME TAXES (CONT’D)
Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased (decreased) by approximately $ 1,080.
As of December 31, 2008, the Company had a federal and state net operating loss carry forward in the amount of approximately $ 17,680, which expires in the year ending December 31, 2028.
NOTE E-GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated during the development stage of $9,733, used cash from operations of $17,921 since its inception, and has a negative working capital of $19,633 at March 31, 2009.
The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to continue as a going concern is also dependent on its ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however there is no assurance of additional funding being available. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.
NOTE F-COMMITMENTS
As of March 31, 2009, the Company had no commitments.
NOTE G-CAPITAL STOCK
The Company is authorized to issue 100,000,000 common shares at $0.0001 par value per share.
During the period from January 1, 2008 through March 31, 2009, the Company issued no stock. It previously issued 1,000,000 to the following:
| Bethesda Marketing Group, LLC | | | 1,000,000 | |
| Total | | | 1,000,000 | |
The Company is authorized to issue 10,000,000 preferred shares at $0.0001 per share.
During the period from January 1, 2008 through March 31, 2009, the Company issued no preferred stock.
NOTE H-DEVELOPMENT STAGE COMPANY
The Company is in the development stage as of March 31, 2009 and to date has had no significant operations. Recovery of the Company assets is dependent on future events, the outcome of which is indeterminable. In addition, successful completion of the Company’s development program and its transition, ultimately, to attaining profitable operations is dependent upon obtaining adequate financing to fulfill its development activities and achieving a level of sales adequate to support the Company’s cost structure.
Item 2. Management’s Discussion and Analysis or Plan of Operation.
Overview.
Bethesda C0701, Inc. (“we”, “us” or the “Company”) was organized in the State of Nevada on October 12, 2007 to serve as a vehicle to acquire, through a reverse acquisition, merger, capital stock exchange, asset acquisition or other similar business combination (“Business Combination”), an operating or development stage business ("Target Business") which desires to utilize our status as a reporting corporation under the Securities Exchange Act of 1934. We are currently in the process of identifying and evaluating targets for a Business Combination. We are not presently engaged in, and will not engage in, any substantive commercial business operations unless and until we consummate a Business Combination.
Our management has broad discretion with respect to identifying and selecting a prospective Target Business. We have not established any specific attributes or criteria (financial or otherwise) for prospective Target Businesses. Our sole officer and director has never served as an officer or director of a development stage public company that has affected a Business Combination. Accordingly, he may not successfully identify a Target Business or conclude a Business Combination. To the extent we affect a Business Combination with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. If we consummate a Business Combination with a foreign entity, we will be subject to all of the risks attendant to foreign operations. Although our management will endeavor to evaluate the risks inherent in a particular Target Business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
We expect that in connection with any Business Combination, we will issue a significant number of shares of our common stock (equal to at least 80% of the total number of shares outstanding after giving effect to the transaction and likely, a significantly higher percentage) in order to ensure that the Business Combination qualifies as a tax-free transaction under federal tax laws. The issuance of additional shares of our capital stock:
| | · | will significantly reduce the equity interest of our stockholders; and |
| | · | will cause a change in and likely result in the resignation or removal of our officers and directors. |
Our management anticipates that our Company likely will affect only one Business Combination, due primarily to our financial resources and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a Target Business in order to achieve a tax free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against potential gains from another.
Liquidity and Capital Resources.
At March 31, 2009, we had cash on hand of $1,329. We do not expect that these funds will be sufficient to cover our operating costs and expenses. During the next twelve months we anticipate that we will incur costs and expenses in connection with the preparation and filing of reports under the Securities Exchange Act and the evaluation and identification of targets for a Business Combination. Management expects to fund additional costs and expenses which may be incurred in connection with due diligence activities and a Business Combination through loans or further investment in the Company, as and when necessary. We cannot provide investors with any assurance that we will have sufficient capital resources to identify a suitable Target Business, to conduct effective due diligence as to any Target Business or to consummate a Business Combination. As a result of our negative working capital, our losses since inception, and failure to generate revenues from operations, our financial statements include a note in which our auditor has expressed doubt about our ability to continue as a "going concern."
Results of Operations.
Since our inception, we have not engaged in any material business operations nor generated any revenue. We do not expect to engage in any activities, other than seeking to identify a Target Business, unless and until such time as we enter into a Business Combination with a Target Business, if ever. We cannot provide investors with any assessment as to the nature of a Target Business’s operations or speculate as to the status of its products or operations, whether at the time of the Business Combination it will be generating revenues or its future prospects. As a result of our negative working capital, our losses since inception, and failure to generate revenues from operations, our financial statements include a note in which our auditor has expressed doubt about our ability to continue as a going concern.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4.(T). Controls and Procedures.
As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures at the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of our management, including our chief executive officer, who is our principal executive officer and our principal financial officer. Based on this evaluation, management has concluded that the design and operation of our disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not a party to any legal proceeding or litigation.
Item 1A. Risk Factors.
Smaller reporting companies are not required to provide the information required by this item.
Item 2. Changes in Securities and Small Business Issuer Purchase of Equity Securities.
(a) During the three months ended March 31, 2009 the Company did not issue any securities.
(b) None.
(c) None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits.
| Exhibit | | Description |
| | | |
| 31.1 | | Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. |
| | | |
| 32.1 | | Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused the Report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | BETHESDA C0701, INC. |
| | | |
Date: May 14, 2009 | By: | /s/ David M. McNamee |
| | | David M. McNamee, President |
