UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2009
Commission File Number 333-150616
Pole Perfect Studios, Inc.
(Exact name of registrant as specified in its charter)
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Nevada | | 74-3237581 |
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification No.) |
Pole Perfect Studios, Inc.
34570Rockcliff Place
Longwood, Florida 32779
(407) 733-4200
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X. No .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer | . | Accelerated filer | . |
| | | |
Non-accelerated filer | . | 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 .
4,351,732 shares of Common Stock, par value $.001, were outstanding onAugust 7, 2009.
POLE PERFECT STUDIOS, INC.
INDEX
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| | Page |
| | Number |
Part I. | FINANCIAL INFORMATION | |
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Item 1. | Financial Statements - Unaudited | 3 |
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| Balance Sheets | 4 |
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| Statements of Operations | 5 |
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| Statements of Cash Flows | 6 |
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| Notes to the Financial Statements | 7 |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8 |
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Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 9 |
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Item 4. | Controls and Procedures | 9 |
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PART II. | OTHER INFORMATION | |
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Item 1. | Legal Proceedings | 9 |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 9 |
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Item 3. | Defaults Upon Senior Securities | 9 |
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Item 4. | Submission of Matters to a Vote of Security Holders | 9 |
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Item 5. | Other Information | 10 |
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Item 6. | Exhibits and Reports on Form 8-K | 10 |
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SIGNATURES | 11 |
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PART I—FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
Pole Perfect Studios, Inc.
(A Development Stage Enterprise)
Unaudited Financial Statements
June 30, 2009 and 2008
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| Page |
Balance sheets as of June 30, 2009 (unaudited) and December 31, 2008 | 4 |
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Statements of operations for the three and six months ended June 30, 2009 and 2008 And the period October 30, 2007 (Inception) to June 30, 2009 | 5 |
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Statements of cash flows for the six months ended June 30, 2009 and 2008 and the period October 30, 2007 (Inception) to June 30, 2009 | 6 |
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Notes to Unaudited Financial Statements | 7 |
3
| | | | | | | | |
POLE PERFECT STUDIOS, INC. |
(A Development Stage Enterprise) |
| | | | | | | | |
BALANCE SHEETS |
(Unaudited) |
| | | | | | | | |
| | | | | | June 30, | | December 31, |
| | | | | | 2008 | | 2007 |
ASSETS |
| | | | | | | | |
Current assets | | | | |
| | | | | | | | |
| Cash | | | $ | 13,604 | $ | 17,000 |
| | | | | | | | |
| Total current assets | | 13,604 | | 17,000 |
| | | | | | | | |
| | | Total assets | $ | 13,604 | $ | 17,000 |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY |
| | | | | | | | |
STOCKHOLDERS' EQUITY | | | | |
| | | | | | | | |
| Preferred stock, $0.001 par value, 5,000,000 authorized; | | | | |
| | no shares issued and outstanding | $ | - | $ | - |
| Common stock, $.001 par value, authorized 70,000,000 shares; | | | | |
| | 4,351,732 issued and outstanding June 30, 2008 | | 3,755 | | 3,755 |
| Additional paid-in capital | | 28,245 | | 28,245 |
| Accumulated deficit during development stage | | (18,396) | | (15,000) |
| | | | | | | | |
| | | Total stockholders' equity | | 13,604 | | 17,000 |
| | | | | | | | |
| | | | Total liabilities and stockholders' equity | $ | 13,604 | $ | 17,000 |
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| | | | | | | | | | | |
POLE PERFECT STUDIOS, INC. |
(A Development Stage Company) |
| | | | | | | | | | | |
STATEMENT OF OPERATIONS |
(Unaudited) |
| | | | | | | | | | | |
| | | | | | | | | | | Inception |
| | | Three Months Ended | | Six Months Ended | | to |
| | | June 30, 2008 | | June 30, 2007 | | June 30, 2008 | | June 30, 2007 | | June 30, 2008 |
| | | | | | | | | | | |
| | | | | | | | | | | |
Revenues | $ | - | $ | - | $ | - | $ | - | $ | - |
| | | | | | | | | | | |
Expenses: | | | | | | | | | | |
| | | | | | | | | | | |
| General, selling and | | | | | | | | | | |
| administrative expenses | | 1,000 | | - | | 3,396 | | - | | 18,396 |
| | | | | | | | | | | |
| | | | | | | | | | | |
Net loss | $ | (1,000) | $ | - | $ | (3,396) | $ | - | $ | (18,396) |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Net loss per weighted share | | | | | | | | | | |
| basic and fully diluted | $ | (0.00) | $ | - | $ | (0.00) | $ | - | $ | (0.00) |
| | | | | | | | | | | |
| Weighted average number of common | | | | | | | | | | |
| shares outstanding, basic and | | | | | | | | | | |
| fully diluted | | 3,754,639 | | - | | 3,754,639 | | - | | 3,754,639 |
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| | | | | | | | |
POLE PERFECT STUDIOS, INC. |
(A Development Stage Enterprise) |
|
STATEMENT OF CASH FLOWS |
(Unaudited) |
|
| | | | Six Months | | Inception | | Inception |
| | | | Ended | | to | | to |
| | | | June 30, | | December 31, | | June 30, |
| | | | 2008 | | 2008 | | 2008 |
| | | | | | | | |
Cash flows from operating activities | | | | | | |
| | | | | | | | |
| Net (loss) | $ | (3,396) | $ | (15,000) | $ | (18,396) |
| | | | | | | | |
| Adjustments to reconcile net loss to net cash provided by | | | | | | |
| | (used in) operating activities: | | | | | | |
| | | | | | | | |
| | Common stock issued for services | | - | | 3,000 | | 3,000 |
| | | | | | | | |
| | Net cash used in operating activities | | (3,396) | | (12,000) | | (15,396) |
| | | | | | | | |
Cash flows from investing activities | | - | | - | | - |
| | | | | | | | |
Cash flows from financing activities | | | | | | |
| | | | | | | | |
| Proceeds received from issuance of common stock | | - | | 29,000 | | 29,000 |
| | | | | | | | |
| | Net cash provided by financing activities | | - | | 29,000 | | 29,000 |
| | | | | | | | |
| | Net increase (decrease) in cash | | (3,396) | | 17,000 | | 13,604 |
| | Cash, Beginning of period | | 17,000 | | - | | - |
| | | | | | | | |
| | Cash , end of period | | 13,604 | | 17,000 | | 13,604 |
| | | | | | | | |
Supplemental disclosure of non-cash investing and | | | | | | |
| financing activities: | | | | | | |
| | | | | | | | |
| Issuance of 154,539 shares of common stock for consulting services | $ | - | $ | 3,000 | $ | 3,000 |
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POLE PERFECT STUDIOS, INC.
(A Development Stage Enterprise)
Notes to the Unaudited Financial Statements
June 30, 2009 and 2008
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the periods ended June 30, 2009 and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2008 audited financial statements as reported in Form 10K. The results of operations for the period ended June 30, 2009 are not necessarily indicative of the operating results for the full year ended December 31, 2009.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses, and (2) as a last resort, seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations.
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing and actual results may differ materially from historical results or our predictions of future results.
General
Pole Perfect Studios, Inc. (the “Company”) is a development stage company that was incorporated on October 30, 2007, in the state of Nevada. The Company intends to enter into the ladies fitness sector of the health and fitness industry.
The Company has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Since becoming incorporated, Pole Perfect has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations and the Company owns no subsidiaries. The fiscal year end is December 31st. The Company has had no revenues from operations since its inception and/or any interim period in the current fiscal year.
Plan of Operation
As of March 31, 2009, wehave $13,604 of cash available. We have no current liabilities. From the date of inception (October 30, 2007) to March 31, 2009, the Company has recorded a net loss of $18,396 of which were expenses relating to the initial development of the Company, filing its Form S-1Registration Statement on May 2, 2008, and expenses relating to maintaining Reporting Company status with the SEC. In order to continue as a going concern, the Company will require additional capital investments or borrowed funds to meet cash flow projections and carry forward our business objectives. There can be no guarantee or assurance that we can raise adequate capital from outside sources to fund the proposed business. Failure to secure additional financing would result in business failure and a complete loss of any investment made into the Company.
The Company filed a registration statement on Form S-1 on May 2, 2008, which was deemed effective on May 13, 2008, and since that time, the Company has sold 597,093 shares of common stock to 40 shareholders. All proceeds derived from the offering have been and will continued to be used by the Company to fund its initial development, including administrative costs associated with maintaining its status as a Reporting Company, as defined by the Securities and Exchange Commission (“SEC”) under the Exchange Act of 1934, as amended. The Company intends to continue with its effort to sale its common shares through this offering, in order to provide (i) funding its initial development and (ii) funding for those expenses associated with maintaining its reporting company status.
In addition, over the course of the next 30 to 60 days, management intends to focus its efforts on obtaining a quotation for its common stock on the Over the Counter Bulletin Board (“OTCBB”). Management believes having its common stock quoted on the OTCBB will provide it an increased opportunity to raise additional capital for its proposed business development. However, there can be no guarantee or assurance the Company will be successful in filing a Form 211 application and obtaining a quotation. To date, there is no public market for the Company’s common stock. There can be no guarantee or assurance that a public market will ever exist for its common stock. Failure to create a market for the Company’s common stock would result in business failure and a complete loss of any investment made into the Company.
Product Research and Development
The Company does not anticipate any costs or expenses to be incurred for product research and development within the next twelve months.
Employees
There are no employees of the Company, excluding the current President and Director, Ms. Skalko, and the Company does not anticipate hiring any additional employees within the next twelve months.
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Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable
Item 4. Controls and Procedures
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
As of June 30, 2009, the management observed weakness in internal controls over financial reporting relating to Disclosure Controls A material weakness is defined in Public Company Accounting Oversight Board Auditing Standard No. 5 as a deficiency, or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement would not be prevented or detected on a timely basis. In connection with our overall assessment of internal control over financial reporting, we have described in this paragraph, were undertaking an effort to remediate this issue.
Except for the material weaknesses in internal control over financial reporting described above, no other material weaknesses were identified in our evaluation of internal controls as of June 30, 2009.
Changes in Internal Control over Financial Reporting
Remediation plans established and initiated by management during the quarter ended June 30, 2009 will be implemented.
While we have implemented or continue to implement our remediation activities, we believe it will take at a minimum one quarter and possibly multiple quarters of effective application of the control activities, including adequate testing of such control activities, in order for us to revise our conclusion regarding the effectiveness of our internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to Vote of Security Holders
None.
9
Item 5. Other Information
None.
Item 6. Exhibits
(a)
Exhibits furnished as Exhibits hereto:
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Exhibit No. | Description |
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31.1 | Certification of Tammy Skalko pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
10
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.
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| Pole Perfect Studios, Inc. |
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Date: August 7, 2009 | By:/s/ Tammy Skalko |
| Tammy Skalko Chief Financial Officer, Treasurer (Principal financial and accounting officer) |
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Date: August 7, 2009 | By:/s/ Tammy Skalko |
| Tammy Skalko President and Chief Executive Officer |
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