U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report under Section 13 or 15(d) of
The Securities Act of 1934
For the quarterly period ended September 30, 2008
Commission File Number 333-135037
ALDAR GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 20-1379559
(State of (IRS Employer
Incorporation) (ID Number)
7230 Indian Creek Lane, Suite 201, las Vegas, NV 89149
Telephone: 253-549-4336
(Address and telephone number of principal executive offices)
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 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 ____
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting compamy. 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 | [X] |
Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes X
No ______
As of October 31, 2008, the registrant had 4,533,000 shares of common stock, $0.001 par value, issued and outstanding.
ITEM 1. FINANCIAL STATEMENTS
The accompanying condensed unaudited financial statements of Aldar Group, Inc., a Nevada corporation are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the Company's most recent annual financial statements for the year ended June 30, 2008 included in our Annual Report on Form 10K filed with the U.S. Securities and Exchange Commission (“SEC”) on October 14, 2008. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed financial statements for the period ended September 30, 2008 are not necessarily indicative of the operating results that may be expected for the full year ending June 30, 2009.
2
ALDAR GROUP, INC.
(A Development Stage Company)
BALANCE SHEETS
| | | | | |
| | September 30, | | June 30, |
| | 2008 | | | 2008 |
ASSETS |
Current Assets: | | | | | |
Cash | $ | 186 | | $ | 470 |
Accounts receivable (Note 9) | | 6,458 | | | 6,459 |
Prepaid expenses | | 430 | | | 645 |
Total current assets | | 7,074 | | | 7,574 |
| | | | | |
Property and Equipment (Note 2): | | | | | |
Horses | | 12,500 | | | 34,512 |
Office furniture | | 2,200 | | | 2,200 |
Total property and equipment | | 14,700 | | | 36,712 |
Less: Accumulated depreciation | | (5,252) | | | (15,863) |
Net property and equipment | | 9,448 | | | 20,849 |
| | | | | |
Other Assets: | | 5,750 | | | 6,071 |
Stallion syndicates, net of accumulated amortization (Note 2) | | | |
| | | | | |
Total Assets | $ | 22,272 | | $ | 34,494 |
| | | | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| | | | | |
Current Liabilities: | | | | | |
Accounts payable - trade | $ | 29,474 | | $ | 45,475 |
Accounts payable - related party (Note 3) | | 71,804 | | | 49,193 |
Notes payable - related party (Note 3) | | 7,040 | | | 6,715 |
Total current liabilities | | 108,318 | | | 101,383 |
| | | | | |
Long-term Liabilities: | | | | | |
Notes payable - related parties (Note 3) | | 20,000 | | | 20,000 |
| | | | | |
Total liabilities | | 128,318 | | | 121,383 |
| | | | | |
Stockholders’ Deficit (Note 4): | | | | | |
Common stock, $.001 share par value, 75,000,000 shares | | | | | |
authorized, 4,533,000 and 4,533,000 shares issued and | | | | | |
outstanding at September 30, 2008 and June 30, 2008 | | 4,533 | | | 4,533 |
Additional paid-in capital | | 238,977 | | | 238,977 |
Deficit accumulated during the development stage | | (349,556) | | | (330,399) |
Total stockholders’ deficit | | (106,046) | | | (86,889) |
Total Liabilities and Stockholders’ Deficit | $ | 22,272 | | $ | 34,494 |
| | | | | |
| | | | | |
See notes to audited financial statements |
2
3
ALDAR GROUP, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
| | | | | | | | |
| | | | | | | | July 15, |
| | | | | | | | 2004 |
| | Three months | | | Three months | | | (Inception) |
| | Ended | | | Ended | | | to |
| | September 30, | | September 30, | | September 30, |
| | 2008 | | | 2007 | | | 2008 |
| | | | | | | | |
Income | | | | | | | | |
Race winnings | $ | 1,518 | | $ | 7,999 | | $ | 12,507 |
Breeding sales | | - | | | - | | | 6,200 |
Total Income | | 1,518 | | | 7,999 | | | 18,707 |
| | | | | | | | |
Operating Expenses | | | | | | | | |
Boarding fees | | 3,923 | | | 9,127 | | | 70,055 |
Training fees | | 1,820 | | | 4,672 | | | 19,750 |
Depreciation & amortization | | 1,195 | | | 2,060 | | | 21,132 |
Breeding fees | | - | | | - | | | 4,500 |
Consulting expense - related party | | 2,103 | | | 7,983 | | | 108,750 |
Consulting expense - other | | - | | | - | | | 27,397 |
Other general and administrative expenses | | 7,448 | | | 8,619 | | | 117,291 |
Total Operating Expenses | | 16,489 | | | 32,461 | | | 368,875 |
| | | | | | | | |
Other Income (Expenses) | | | | | | | | |
Interest expense - related party | | (325) | | | - | | | (540) |
Loss on sale of assets (Note 2) | | (3,861) | | | - | | | (4,216) |
Insurance proceeds (Note 9) | | - | | | - | | | 5,000 |
Other income | | - | | | - | | | 368 |
Total Other Income (Expenses) | | (4,186) | | | - | | | 612 |
| | | | | | | | |
Net Loss Before Provision for | | | | | | | | |
Income Taxes | | (19,157) | | | (24,462) | | | (349,556) |
| | | | | | | | |
Provision for Income Taxes | | - | | | - | | | - |
| | | | | | | | |
Net Loss | $ | (19,157) | | $ | (24,462) | | $ | (349,556) |
| | | | | | | | |
Net Loss Per Basic and Diluted Share | $ | (0.00) | | $ | (0.01) | | | |
| | | | | | | | |
Weighted Average Number of Common | | | | | | | | |
Shares Outstanding | | 4,533,000 | | | 4,438,056 | | | |
See notes to audited financial statements
3
4
ALDAR GROUP, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
| | | | | | | | | | | | | |
| | | | | | | | | | Deficit | | | |
| | | | | | | | | | Accumulated | | | |
| | | | | | | Additional | | | During | | | |
| Number | | | Common | | | Paid-In | | | Development | | | |
| of Shares | | | Stock | | | Capital | | | Stage | | | Total |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Balance at July 15, 2004 | | | | | | | | | | | | | |
(Date of Inception) | - | | $ | - | | $ | - | | $ | - | | $ | - |
| | | | | | | | | | | | | |
Common Stock: | | | | | | | | | | | | | |
Shares issued for cash | 1,000,000 | | | 1,000 | | | - | | | - | | | 1,000 |
Shares issued for services | 10,000 | | | 10 | | | - | | | - | | | 10 |
| | | | | | | | | | | | | |
Net Loss | - | | | - | | | - | | | (26,944) | | | (26,944) |
| | | | | | | | | | | | | |
Balance, June 30, 2005 | 1,010,000 | | | 1,010 | | | - | | | (26,944) | | | (25,934) |
| | | | | | | | | | | | | |
Common Stock: | | | | | | | | | | | | | |
Shares issued for cash | 1,050,000 | | | 1,050 | | | 103,950 | | | - | | | 105,000 |
Stock dividend | 1,260,000 | | | 1,260 | | | (1,260) | | | - | | | - |
| | | | | | | | | | | | | |
Net Loss | - | | | - | | | - | | | (68,843) | | | (68,843) |
| | | | | | | | | | | | | |
Balance, June 30, 2006 | 3,320,000 | | | 3,320 | | | 102,690 | | | (95,787) | | | 10,223 |
| | | | | | | | | | | | | |
Common Stock: | | | | | | | | | | | | | |
Shares issued for cash | 1,105,000 | | | 1,105 | | | 109,395 | | | - | | | 110,500 |
| | | | | | | | | | | | | |
Net Loss | - | | | - | | | - | | | (132,458) | | | (132,458) |
| | | | | | | | | | | | | |
Balance, June 30, 2007 | 4,425,000 | | | 4,425 | | | 212,085 | | | (228,245) | | | (11,735) |
| | | | | | | | | | | | | |
Common Stock: | | | | | | | | | | | | | |
Shares issued for cash | 108,000 | | | 108 | | | 26,892 | | | - | | | 27,000 |
| | | | | | | | | | | | | |
Net Loss | - | | | - | | | - | | | (102,154) | | | (102,154) |
| | | | | | | | | | | | | |
Balance, June 30, 2008 | 4,533,000 | | $ | 4,533 | | $ | 238,977 | | $ | (330,399) | | $ | (86,889) |
| | | | | | | | | | | | | |
Net Loss | - | | | - | | | - | | | (19,157) | | | (19,157) |
| | | | | | | | | | | | | |
Balance, September 30, 2008 | 4,533,000 | | $ | 4,533 | | $ | 238,977 | | $ | (349,556) | | $ | (106,046) |
See notes to audited financial statements
4
5
ALDAR GROUP, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
| | | | | | | | | |
| | | | | | | | | |
| | | Three months | | | Three months | | | 2004 (Inception) |
| | | Ended | | | Ended | | | to |
| | September 30, | | September 30, | | September 30, |
| | | 2008 | | | 2007 | | | 2008 |
Cash Flows from Operating Activities: | | | | | | | | | |
Net loss | | | (19,157) | | $ | (24,462) | | $ | (349,556) |
Adjustments to reconcile net loss to net cash | | | | | | | | | |
used in operating activities: | | | | | | | | | |
Depreciation and amortization | | | 1,195 | | | 2,139 | | | 21,132 |
Loss on sale of assets | | | 3,861 | | | - | | | 4,216 |
Common stock issued for services | | | | | | - | | | 10 |
Changes in operating assets and liabilities: | | | | | | | | | |
(Increase) decrease in: | | | | | | | | | |
Accounts receivable | | | - | | | (2,720) | | | (6,459) |
Prepaid expenses | | | 215 | | | 574 | | | (430) |
Deposits | | | - | | | - | | | - |
Increase (decrease) in: | | | | | | | | | |
Notes payable, accrued interest - related party | | 325 | | | - | | | 540 |
Accounts payable | | | (16,001) | | | 2,126 | | | 29,474 |
Accounts payable - related party | | | 22,610 | | | 3,768 | | | 70,303 |
Net Cash Used in Operating Activities | | | (6,952) | | | (18,575) | | | (230,770) |
| | | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | | |
Purchase of horses and stallion syndicates | | | - | | | - | | | (49,012) |
Proceeds from sale of assets | | | 6,668 | | | - | | | 10,668 |
Purchase of office furniture | | | - | | | - | | | (2,200) |
Net Cash Provided by (Used in) Investing Activities | | | 6,668 | | | - | | | (40,544) |
| | | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | | |
Proceeds from sale of common stock | | | - | | | 25,000 | | | 243,500 |
Proceeds from related party notes payable | | | - | | | - | | | 40,500 |
Payments on related party notes payable | | | - | | | - | | | (12,500) |
Net Cash Provided by Financing Activities | | - | | | 25,000 | | | 271,500 |
| | | | | | | | | |
Net (Decrease) Increase in Cash | | | (284) | | | 6,425 | | | 186 |
Cash, Beginning of the Period | | | 470 | | | 710 | | | - |
| | | | | | | | | |
Cash, End of the Period | | $ | 186 | | $ | 7,135 | | $ | 186 |
| | | | | | | | | |
Supplemental Cash Flow Information: | | | | | | | | | |
| | | | | | | | | |
Cash paid for interest | | $ | - | | $ | - | | $ | - |
Cash paid for income taxes | | $ | - | | $ | - | | $ | - |
| | | | | | | | | |
Non-Cash Investing and Financing Activities: | | | | | | | | | |
1,260,000 common shares issued as stock dividend | | $ | - | | $ | - | | $ | 1,260 |
See notes to audited financial statements
5
6
ALDAR GROUP, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For the three months ended September 30, 2008
and the Period of July 15, 2004 (Inception) to September 30, 2008
NOTE 1:
Summary of Significant Accounting Policies
Nature of Operations:
Aldar Group, Inc. (the “Company”) is a Nevada corporation organized on July 15, 2004 for the purpose of purchasing and selling thoroughbred horses. The Company operates in Washington State, and may also conduct operations in other areas of the horse and thoroughbred industry, such as purchasing, training, breeding, racing and selling of mares, weanlings, yearlings, adult race horses, and stallion shares and syndications.
Development Stage Company:
The Company has realized minimal revenues from its planned business purpose and, accordingly, is considered to be in its development stage as defined in SFAS No. 7,“Accounting and Reporting by Development Stage Companies.”
Property and Equipment:
Property and equipment consists of office equipment, horses, and partial interest in a race horse, all of which are stated at cost. Depreciation is calculated over the estimated useful lives ranging from 3 to 7 years using the straight-line method (see Note 2).
Stallion Syndicates:
The Company owns syndicate shares in stallions, which represent rights to breed the Company’s mares with specific stallions. The syndicates are considered intangible assets and are amortized over their determinable finite life of 7 years in accordance with SFAS No. 142,“Goodwill and Other Intangible Assets” (see Note 2).
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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes:
The Company is taxed as a “C” corporation under the Internal Revenue Code. Accordingly, a provision has been made for the tax effects of transactions reported in the financial statements (see Note 5).
Cash Equivalents:
The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents.
Reclassifications
Certain immaterial amounts from prior years have been reclassified to conform to current year financial statement presentation.
(continued)
6
7
ALDAR GROUP, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
For the three months ended September 30, 2008
and the Period of July 15, 2004 (Inception) to September 30, 2008
NOTE 1:
Summary of Significant Accounting Policies (continued)
Recently Issued Accounting Pronouncements
In May 2008, the FASB issued SFAS No. 163,“Accounting for Financial Guarantee Insurance Contractes – an interpretation of FASB Statement No. 60.” This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement No. 60,“Accounting and Reporting by Insurance Enterprises,” applies to financial guarantee insurance contracts, including the recongnition and measurement to be used to account for premium revenue and claim liabilities. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years.
In May 2008, the FASB issued SFAS No. 162,“The Hierarchy of Generally Accepted Accounting Principles.” This Statement 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 (GAAP) in the United States (the GAAP hierarchy). This Statement 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.”
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” This new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on 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.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51.” This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The statement requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. This statement is effective for fiscal years beginning on or after December 15, 2008.
(continued)
7
8
ALDAR GROUP, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
For the three months ended September 30, 2008 and 2007,
and the Period of July 15, 2004 (Inception) to September 30, 2008
NOTE 1:
Summary of Significant Accounting Policies (continued)
Recently Issued Accounting Pronouncements
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115.” The fair value option established by this Statement permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings (or another performance indicator) at each subsequent reporting date. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007.
In December 2007, the FASB issued SFAS No. 141(R) “Business Combinations,” which replaces FASB Statement No. 141, “Business Combinations.” This Statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. This Statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. This Statement requires acquisition and restructuring costs to be recognized separately from the acquisition. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.”This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007.
None of the above recently-issued pronouncements has current application to the Company, but will be implemented in the future as necessary.
Net Earnings (Loss) Per Share:
The Company has adopted SFAS No. 128,“Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement, and a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income/loss by the weighted average number of shares of common stock outstanding during the period. The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
(continued)
8
9
ALDAR GROUP, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
For the three months ended September 30, 2008
and the Period of July 15, 2004 (Inception) to September 30, 2008
NOTE 2:
Property and Equipment, Stallion Syndicates
| | | | | |
| | September 30 | | | June 30, |
| | 2008 | | | 2008 |
Property and equipment is summarized as follows: | | | | | |
| | | | | |
Property and equipment: | | | | | |
Horses | $ | 12,500 | | $ | 34,512 |
Office furniture | | 2,200 | | | 2,200 |
Total property and equipment | | 14,700 | | | 36,712 |
| | | | | |
Accumulated depreciation: | | | | | |
Horses | | 4,613 | | | 15,303 |
Office furniture | | 639 | | | 560 |
Total property and equipment | | 5,252 | | | 15,863 |
| | | | | |
Net property and equipment | $ | 9,448 | | $ | 20,849 |
| | | | | |
Stallion syndicates are summarized as follows: | | | | | |
| | | | | |
Stallion syndicates | $ | 9,000 | | $ | 9,000 |
Accumulated amortization | | (3,250) | | | (2,929) |
| | | | | |
Net stallion syndicates | $ | 5,750 | | $ | 6,071 |
Horse depreciation of $1,686 and $1,881 and stallion syndicate amortization of $321 and $179 are included in operating expenses in the statement of operations for the three months ended September 30, 2008 and 2007, respectively, while office furniture depreciation of $79 and $79 is included in general and administrative expenses for the three months ended September 30, 2008 and 2007, respectively. No additional impairment beyond straight-line amortization on the stallion syndicates was noted for the periods ended September 30, 2008 and 2007.
On September 30, 2008, the Company sold one of its horses to an unrelated party to settle debt of $5,000. The horse had a historical cost of $12,500 and net book value of $7,887 at the time of the sale, resulting in a loss on the sale of $2,887.
In September 2008, the Company sold one of its horses to an unrelated party to settle debt of $1,668. The horse had a historical cost of $9,512 and net book value of $2,642 at the time of the sale, resulting in a loss on the sale of $974.
(continued)
9
10
ALDAR GROUP, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
Three months ended September 30, 2008
and the Period of July 15, 2004 (Inception) to September 30, 2008
NOTE 3:
Related Party Transactions
On August 19, 2004 the Company entered into a consulting agreement with an entity affiliated with a stockholder (the Affiliate). The Affiliate was engaged to perform consulting services for the Company for a term of six months commencing August 19, 2004, in exchange for $15,000 and 10,000 shares of common stock. This agreement has been renewed for various periods since inception with payment terms equating to $2,500 per month. The agreement expired December 31, 2007 and was not renewed for another term. Since the expiration of the consulting services agreement, the Company has been charged service-specific fees by the Affiliate on an as needed basis.
During the year ended June 30, 2006, the Affiliate advanced the Company $14,000, of which $1,500 and $11,000 was repaid during the years ended June 30, 2007 and 2006, respectively, resulting in an outstanding balance of $1,500 at June 30, 2008 and 2007. Interest has not been imputed on the notes due to their nominal amounts.
In February and March 2008, the Company entered into notes payable totaling $20,000 with two stockholders. The notes bear 7% annual interest (which will start accruing in July 2008) and are due in February and March 2011. No principal payments had been made as of September 30, 2008
On March 27, 2008, the Company entered into a demand promissory note with the Company’s President for $6,500 due October 31, 2008. The note bears interest of 10% during the term of the note, or 25% per annum on the unpaid balance after maturity. The note is secured against the Company’s one-third ownership interest in Russian, a three year old racing filly. Interest in the amount of $215 has been accrued for the year ended June 30, 2008. Interest in the amount of $325 has been accrued for the three months ended September 30, 2008. Subsequently, Russian was sold and the debt will be converted to an unsecured note payable to the Company’s President.
The Affiliate leased office space in behalf of the Company at $400 per month during the period of November 2005 through March 2008, and as of June 30, 2008 and 2007 the Company owed the Affiliate for these lease payments (see Note 8).
The Affiliate regularly incurs expenses in behalf of the Company in the normal course of business. Activity with the Affiliate is summarized as follows:
Payable to Affiliate July 15, 2004 (Inception)
$
-
Consulting fees
26,250
Operating expenses incurred in behalf of the Company
809
Amounts paid to Affiliate
(609)
Payable to Affiliate June 30, 2005
26,450
(continued)
10
ALDAR GROUP, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
Three months ended September 30, 2008
and the Period of July 15, 2004 (Inception) to September 30, 2008
NOTE 3:
Related Party Transactions (continued)
Consulting fees
$
30,000
Lease expense…………………………………………………..
3,300
Proceeds from notes payable……………………………………
14,000
Operating expenses incurred in behalf of the Company
11,327
Amounts paid to Affiliate
(38,579)
Payable to Affiliate June 30, 2006
46,498
Consulting fees
30,000
Lease expense…………………………………………………….
4,800
Operating expenses incurred in behalf of the Company
16,640
Amounts paid to Affiliate
(58,856)
Payable to Affiliate June 30, 2007
39,082
Consulting fees
18,000
Lease expense…………………………………………………….
3,600
Operating expenses incurred in behalf of the Company
8,937
Amounts paid to Affiliate
(20,426)
Payable to Affiliate June 30, 2008
49,193
Operating expenses incurred in behalf of the Company
22,660
Amounts paid to Affiliate
(49)
Payable to Affiliate September 30, 2008
$
71,804
NOTE 4:
Stockholders’ Equity and Equity Transactions
From the date of inception, July 15, 2004, through June 30, 2008 the Company had the following equity transactions:
On July 16, 2004, the Company issued 175,000 shares of common stock at $.001 par value for $175 in cash.
On July 22, 2004, the Company issued 175,000 shares of common stock at $.001 par value for $175 in cash.
On August 19, 2004, the Company issued 10,000 shares of common stock at $.001 par value to an Affiliate of the Company for services rendered, valued at $10 in connection with the consulting agreement described in Note 3 above.
On November 4, 2004, the Company issued 650,000 shares of common stock at $.001 par value for $650 in cash.
On December 19, 2005, the Company issued 150,000 shares of common stock at a price of $.10 per share for $15,000.
(continued)
11
11
ALDAR GROUP, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
Three months ended September 30, 2008
and the Period of July 15, 2004 (Inception) to September 30, 2008
NOTE 4:
Stockholders’ Equity and Equity Transactions (continued)
On December 31, 2005, the Company issued 50,000 shares of common stock at a price of $.10 per share for $5,000.
On December 31, 2005, the Company issued 50,000 shares of common stock at a price of $.10 per share for $5,000.
On March 3, 2006, the Company issued 20,000 shares of common stock at a price of $.10 per share for $2,000.
On April 17, 2006, the Company issued 150,000 shares of common stock at a price of $.10 per share for $15,000.
On May 8, 2006, the Company issued 30,000 shares of common stock at a price of $.10 per share for $3,000.
On June 23, 2006, the Company issued 300,000 shares of common stock at a price of $.10 per share for $30,000.
On June 23, 2006, the Company issued 300,000 shares of common stock at a price of $.10 per share for $30,000.
On January 31, 2006, the Company declared and issued a common stock dividend of 1,260,000 shares at $.001 par value to stockholders of record as of January 31, 2006.
On August 11, 2006, the Company issued 5,000 shares of common stock at a price of $.10 per share for $500.
On August 18, 2006, the Company issued 150,000 shares of common stock at a price of $.10 per share for $15,000.
On August 18, 2006, the Company issued 150,000 shares of common stock at a price of $.10 per share for $15,000.
On August 18, 2006, the Company issued 5,000 shares of common stock at a price of $.10 per share for $500.
On September 18, 2006, the Company issued 5,000 shares of common stock at a price of $.10 per share for $500.
On September 18, 2006, the Company issued 5,000 shares of common stock at a price of $.10 per share for $500.
(continued)
12
12
ALDAR GROUP, INC.
(A Development Stage Company)
NOTES TO AUDITED FINANCIAL STATEMENTS (continued)
June 30, 2008 and 2007
and the Period of July 15, 2004 (Inception) to June 30, 2008
NOTE 4:
Stockholders’ Equity and Equity Transactions (continued)
On September 18, 2006, the Company issued 5,000 shares of common stock at a price of $.10 per share for $500.
On September 19, 2006, the Company issued 20,000 shares of common stock at a price of $.10 per share for $2,000.
On September 19, 2006, the Company issued 20,000 shares of common stock at a price of $.10 per share for $2,000.
On October 24, 2006, the Company issued 10,000 shares of common stock at a price of $.10 per share for $1,000.
On November 20, 2006, the Company issued 25,000 shares of common stock at a price of $.10 per share for $2,500.
On February 8, 2007, the Company issued 10,000 shares of common stock at a price of $.10 per share for $1,000.
On February 8, 2007, the Company issued 25,000 shares of common stock at a price of $.10 per share for $2,500.
On February 8, 2007, the Company issued 25,000 shares of common stock at a price of $.10 per share for $2,500.
On February 8, 2007, the Company issued 450,000 shares of common stock at a price of $.10 per share for $45,000.
On February 8, 2007, the Company issued 5,000 shares of common stock at a price of $.10 per share for $500.
On February 8, 2007, the Company issued 100,000 shares of common stock at a price of $.10 per share for $10,000.
On February 22, 2007, the Company issued 10,000 shares of common stock at a price of $.10 per share for $1,000.
On February 22, 2007, the Company issued 5,000 shares of common stock at a price of $.10 per share for $500.
On February 22, 2007, the Company issued 10,000 shares of common stock at a price of $.10 per share for $1,000.
On May 1, 2007, the Company issued 65,000 shares of common stock at a price of $.10 per share for $6,500.
(continued)
13
13
ALDAR GROUP, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
Three months ended September 30, 2008
and the Period of July 15, 2004 (Inception) to September 30, 2008
NOTE 4:
Stockholders’ Equity and Equity Transactions (continued)
On August 14, 2007, the Company issued 100,000 shares of common stock at a price of $.25 per share for $25,000.
On February 13, 2008, the Company issued 8,000 shares of common stock at a price of $.25 per share for $2,000.
The above issuances resulted in 4,533,000 shares issued and outstanding at September 30, 2008 and June 30, 2008, respectively.
NOTE 5:
Income Taxes (continued)
The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under SFAS No. 109 to give effect to the resulting temporary differences which may arise from differences in the bases of various assets and liabilities based on the income taxes expected to be payable in future years.
Development stage deferred tax assets arising as a result of net operating loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carry forwards generated during the period from July 15, 2004 (date of inception) through September 30, 2008 of $349,556 will begin to expire in 2024. Accordingly, deferred tax assets of approximately $116,000 were offset by a valuation allowance, which increased by approximately $6,500 and $8,000 during the three months ended September 30, 2008 and 2007, respectively.
NOTE 6:
Going Concern Considerations
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception and has not yet been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unanticipated costs and expenses or the inability to generate revenues could require additional financing, which would be sought through bank borrowings, equity or debt financing, or asset sales. To the extent financing is not available, the Company may not be able to or may be delayed in developing its services and meeting its obligations. The Company will continue to evaluate its projected expenditures relative to its available cash and to evaluate additional means of financing in order to satisfy its working capital and other cash requirements. The accompanying financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.
(continued)
14
14
ALDAR GROUP, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
Three months ended September 30, 2008
and the Period of July 15, 2004 (Inception) to September 30, 2008
NOTE 7:
Subsequent Events
On October 2, 2008, the Company sold its interest in one of its stallion syndicates for $4,500.
NOTE 8:
Operating Leases
As described at Note 3, the Company has entered into an agreement with an affiliate whereby the Company leases office space located in Las Vegas, Nevada. The term of the agreement is one year, commencing April 1, 2007, and requires monthly lease payments of $400 and a refundable security deposit of $1,200. In the year ended June 30, 2008, the security deposit was applied to rent owing. The lease was not renewed for another term. Rent expense with the affiliate for the years ended June 30, 2008 and 2007 totaled $3,600 and $4,800, respectively, all of which is still owed to the affiliate.
NOTE 9:
Revenue Recognition and Other Income
The Company’s current sources of income are derived from winnings earned by race horses in which the Company owns either full or partial interest and sale of foals from its breeding program. Income from race winnings is recorded on the race dates with an accompanying receivable to be reduced when checks are subsequently cut and distributed to all interest owners. Income from the sale of foals is recorded on the sale date. During the three months ended September 30, 2008 and 2007, the Company earned race winnings of $1,518 and $7,999 respectively.
(concluded)
15
15
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following plan of operation should be read in conjunction with our financial statements and the notes thereto included elsewhere in this annual report. Statements contained herein which are not historical facts are forward-looking statements, as that term is defined by the Private Securities Litigation Reform Act of 1995, including statements relating to our plans, objectives, expectations and intentions. Although we believe that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. We caution investors that any forward-looking statements made by us are not guarantees of future performance and that actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include, without limitation: established competitors who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as a start-up company in a highly competitive market, and access to sources of capital.
Results of Operations
We have generated revenues from operations of $17,189 since inception and have incurred $352,956 in expenses through September 30, 2008.
The following table provides selected financial data about our company for the quarter ended September 30, 2008.
Balance Sheet Data:
9/30/08
Cash
$
Total assets
$
Total liabilities
$
Stockholders' deficit
$
Plan of Operation
We have developed a plan of operations reflecting our objectives and anticipated growth for the next 12 months and beyond. In our plan, we identify our cash requirements, our anticipated purchases of new horses, and our required staffing and additional funding requirements to fulfill our business objectives.
Cash Requirements
We estimate that we require a minimum of approximately $150,000 and a maximum of approximately $250,000 to operate for the next 12 months from the date of this annual report. The minimum of $150,000 is required for operating expenses, training and care and boarding of our thoroughbreds. The maximum will be required, however, if we attend upcoming Thoroughbred Auctions. This estimate of required funds includes the $5,000 for commissions to our bloodstock agent, $25,000 in estimated operating expenses including office rent, boarding,
16
training, sales preparation and $95,000 in additional overheads for purchases and/or racing our horses. Additionally, as of September 30, 2008, we held full title to two thoroughbreds and ownership interests in two stallion syndicates. On October 2, 2008 the Company sold its ownership interest in one of the stallion syndicates. We expect to generate revenue from the sales of these horses and their foals. Specifically, we successfully bred our two mares and delivered two foals on April 14 and April 15, 2006, and one foal in April 2007. In July of 2006, upon the advice of our Vet, Mr. Bob Campbell, we put down our colt by Lois Laner, out of Cahill Road, due to an incurable infection. The foal born April 14, 2006 was sold at auction in December 2007 at the WBTA sale for $6,200. To date, we have not generated a net profit and have sold one broodmare and its foal to an unrelated party. We generated limited revenue in the second quarter of 2008 from our racing program.
To the extent we are unable to meet our operating expenses, we may borrow funds from our president Mr. Murphy or others, or we may attempt to raise capital from private individuals or institutional investment equity funds. Any funds generated from sales of horses or from equity investments, if any, in our company that exceeds our operating expenses and debt repayments will be used to purchase additional thoroughbred horses.
We have developed a plan of operations reflecting our objectives and anticipated growth for the next 12 months and beyond. In our plan, we identify our cash requirements, our anticipated purchases of new horses, and our required staffing and additional funding requirements to fulfill our business objectives.
Management attended and competitively bid on 1-4 Yearlings at the Sept. 2008 WBTA Summer Yearling Sale, but was unable to purchase any new thoroughbreds. The Company did not send a representative to Keeneland, Kentucky for their Yearling Sale held over a two-week period in September 2008.. The Company purchased a one-third interest in a filly named RUSSIAN to train and race at Emerald downs in 2007. RUSSIAN placed fourth or better in four of her six races and won $18,326. Russian was returned to Emerald downs in January 2008 to train for the April-October Emerald downs racing season. Russian had limited success and was sold in late September of 2008 as a broodmare. The Company purchased a filly named CASCADE PARK at the September 2006 WBTA Summer Yearling Sale at Emerald Downs. That filly was in training to race in 2007 and placed in both her races run in September 2007. The Company sold Cascade Park for $4,000 to a Canadian racing interest in March 2008. The Company had a one-year-old filly we had bred and planned to sell at the coming 2008 auctions but due to a pasture accident, the filly was euthanized in February 2008 on advice from the attending veterinarian. The filly was insured for $8,000 and we received a $5,000 reimbursement under that policy.
We have terminated our breeding program due to its limited success over the last 2 years, but will retain our Stud rights in Private Gold. We had purchased breeding rights to Matty-G for Lois Laner, which we consider our best mare but were unsuccessful in bringing the pregnancy to a full term. Matty-G was purchased by a Washington syndicate from Kentucky to stand in Washington. We had planned on re-breeding Baby Alice to Cahill Road, but were able to breed Baby Alice to Matty G a highly sought Stallion with a proven record of delivering high value foals. Baby Alice who was bred to Matty G, had a Filly foal in May of 2008. Both Mares were bred back to Matty G., but only the Baby Alice breeding was successful. Aldar sold Lois Lane, and her foal privately prior to the Washington Thoroughbred Breeders Association (WBTA) auction scheduled for December 3, 2008. Aldar will receive State of Washington revenue bonus’s for races run in Washington race tracks from the winnings of thoroughbreds they have bred. Aldar Group has previously received from the State of Washington for breeding a successful race horse from a special Breeders Program ($368).
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Revenues
The Company has recorded $17,189 in revenues from operations as of September 30, 2008, which was generated from race winnings and the sale of one bred foal.
The Company had purchased two broodmares who were with foals and two individual syndicate shares in established Stallions for breeding purposes. The mares and their foals were for breeding purposes and possible racing or re-sale, as were the Stallion syndicate shares. Two foals were born in April 2006, one of which died in June 2006 due to an incurable virus, and was uninsured. Another foal was born in April 2007 and had to be euthanized in 2008 because of a pasture accident. This foal was insured and the death resulted in collection of $5,000 in insurance proceeds. The deaths may cause a substantial loss in future sales. The foal born in 2006 was sold at auction in December 2007 for $6,200. Two more foals were born in May 2008 and one was sold with its mother during this quarter. The other broodmare and its foal are being held for sale anticipated in December 2008.
The Company currently has full ownership in one thoroughbred filly weanling and one mare (Baby Alice). The two-year-old filly it bought at the Sept 2006 WBTA Auction (Cascade Park), was sold to a Canadian racing interest in March 2008. The Company owns syndicate shares in one stallion (Private Gold). The Company has received revenue from the one-third interest in the winnings from RUSSIAN ($8,644), and from the State of Washington for breeding a successful race horse from a special Breeders Program ($368). Aldar also has received revenue from the winnings of CASCADE PARK ($2,345) in 2007. An Amazon book selling agreement has generated no sales to date.
Operating and General & Administrative Expenses
Operating expenses consisting of boarding, training, depreciation and amortization, breeding, consulting, and other general administrative expenses totaled $123,765 for the quarter ended September 30, 2008. Since inception through September 30, 2008, we have incurred operating expenses totaling $352,386
Income Taxes
The Company does not anticipate having to pay income taxes in the upcoming years due to our absence of net profits.
Capital and Liquidity
As of September 30, 2008, we had total current assets of $7,574, and total current liabilities of $101,383.
During the years ended September 30, 2008, the Company received $27,000, in cash from the sale of its common stock, and $243,500 since inception through September 30, 2008. These proceeds are being used for operating and general and administrative expenses to sustain the Company through its development stage until it establishes profitable operations or receives cash from the issuance of additional common stock.
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We had cash on hand of $470 as of September 30, 2008. We do not have sufficient cash to meet our short-term expansion needs over the next 12 months, which are to expand our weanling purchase program, our pinhooking sales and purchase program, our mare and foal purchase program, our stallion breeding program, and our syndicate programs, and also to expand our website presence and our book sale program.
We believe we can meet our payment schedules for current boarding, care and syndicate share costs through additional sales. The Company will require additional cash, either from stock sales, racing profits, operating activities or cash advances from stockholders and officers, to meet our immediate expansions and financial needs and our long-term goals. Our long-term goals will be to expand our weanling purchase program, our pinhooking sales and purchase program ("Pinhooking" involves the purchase of a yearling, that is, a horse that is between one and two years old, with a view towards training and then reselling that horse as a two-year-old.), our mare and foal purchase program, our stallion breeding program, our partnership/syndicate programs, website presence, and our book sale program, and to advertise their availability. The Company may not be able to obtain additional financing, either in the form of racing profits, debt or equity, or guarantee that, if such financing is obtained, it will be available to us on reasonable terms. If we are able to obtain additional financing or structure strategic relationships in order to fund current or future projects, existing stockholders will likely experience further dilution of their percentage ownership of the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, Kevin Murphy (our principal executive officer and principal financial officer) concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, and was made known to us by others within those entities, particularly during the period when this report was being prepared.
Changes in Internal Control Over Financial Reporting.
There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
PART II – OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit
Number
Description
31
Rule 13a-14(a)/15d-14a(a) Certifications
32
Section 1350 Certifications
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
November 19, 2008
Aldar Group, Inc.
By:
/s/ Kevin Murphy
Kevin M. Murphy, President (principal
executive officer)