UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2008
£ TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT
For the transition period from ___________ to _____________
Town and Country Appraisal Service, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada | 000-53214 | 26-1703958 |
(State or other jurisdiction of incorporation or organization) | (Commission file number) | (IRS Employer Identification No.) |
John S. Chidester Town and Country Appraisal Service, Inc. 710 Westbridge Street PO Box 1041 Blackfoot, ID 83221 (Address of principal executive offices) |
208-785-2474 |
(Issuer's telephone number) |
Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes£ * No£
*Company’s Registration Statement on Form 10 became effective on August 7, 2008
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes£ NoS
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes£ NoS
1
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 10,000,000 shares of Common Stock, as of July 31, 2008.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) (check one): Yes£ NoS
Transitional Small Business Disclosure Format (check one): Yes£ NoS
2
TOWN AND COUNTRY APPRAISAL SERVICE, INC.
FORM 10-Q
June 30, 2008
INDEX
PART I-- FINANCIAL INFORMATION
|
| Page |
Item 1. | Unaudited Financial Statements | 4 |
Item 2. | Management’s Discussion and Analysis of Financial Condition | 9 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 12 |
Item 4. | Control and Procedures | 12 |
PART II-- OTHER INFORMATION
|
| Page |
Item 1. | Legal Proceedings | 13 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
Item 3. | Defaults Upon Senior Securities | 13 |
Item 4. | Submission of Matters to a Vote of Security Holders | 13 |
Item 5. | Other Information | 13 |
Item 6. | Exhibits and Reports on Form 8-K | 13 |
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|
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| SIGNATURE | 14 |
3
ITEM 1. Financial Information
TOWN AND COUNTRY APPRAISAL SERVICE, INC.
| Page |
ITEM 1 – Financial Information |
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Balance Sheets as of June 30, 2008 (Unaudited) and December 31, 2007 | 5 |
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|
Statements of Operations for the Three and Six Months Ended June 30, 2008 and 2007 (Unaudited) | 6 |
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Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007 (Unaudited) | 7 |
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Notes to the Financial Statements (Unaudited) | 8 |
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4
TOWN AND COUNTRY APPRAISAL SERVICE, INC.
Balance Sheets
As of June 30, 2008 and December 31, 2007
ASSETS | ||||
|
| 2008 |
| 2007 |
|
| (unaudited) |
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|
CURRENT ASSETS: |
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|
Cash | $ | - | $ | - |
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|
|
|
|
TOTAL ASSETS | $ | - | $ | - |
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LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
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Liabilities: |
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Accrued liabilities | $ | 1,000 | $ | - |
Stockholders' Deficit: |
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Preferred stock: $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding |
|
|
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Common stock: $0.001 par value; 74,000,000 shares authorized; 10,000,000 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively |
| 10,000 |
| 10,000 |
Additional paid-in capital |
| (9,340) |
| (9,340) |
Accumulated deficit |
| (1,660) |
| (660) |
Total stockholders’ deficit |
| (1,000) |
| - |
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | - | $ | - |
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See accompanying notes to the financial statements. | ||||
5
TOWN AND COUNTRY APPRAISAL SERVICE, INC.
Statements of Operations
For the Three and Six Months Ended June 30, 2008 and 2007
(Unaudited)
|
| Three Months Ended |
| Six Months Ended | ||||
|
| June 30, |
| June 30, | ||||
|
| 2008 |
| 2007 |
| 2008 |
| 2007 |
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Revenues | $ | 27,335 | $ | 31,455 | $ | 57,910 | $ | 48,630 |
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Operating expenses: |
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|
|
|
|
|
|
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Compensation and contractor fees |
| 20,126 |
| 26,955 |
| 42,255 |
| 39,630 |
General and administrative |
| 8,209 |
| 5,160 |
| 16,655 |
| 9,660 |
Total |
| 28,335 |
| 32,115 |
| 58,910 |
| 49,290 |
|
|
|
|
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Net (loss) | $ | (1,000) | $ | (660) | $ | (1,000) | $ | (660) |
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Net (loss) per common share - basic and diluted | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.00) |
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Weighted average number of common shares outstanding - basic and diluted |
| 10,000,000 |
| 9,668,177 |
| 10,000,000 |
| 9,507,735 |
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|
|
|
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| |
See accompanying notes to the financial statements. | ||||||||
6
TOWN AND COUNTRY APPRAISAL SERVICE, INC.
Statements of Cash Flows
For the Six Months Ended June 30, 2008 and 2007
(Unaudited)
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| 2008 |
| 2007 |
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|
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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|
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Net (loss) | $ | (1,000) | $ | (660) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
Changes accrued liabilities |
| 1,000 |
| - |
Net Cash Used in Operating Activities |
| - |
| (660) |
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CASH FROM FINANCING ACTIVITIES: |
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Sale of shares |
| - |
| 660 |
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CHANGE IN CASH |
| - |
| - |
CASH AT BEGINNING OF PERIOD |
| - |
| - |
CASH AT END OF PERIOD | $ | - | $ | - |
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SUPPLEMENTARY INFORMATION |
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Interest paid | $ | - | $ | - |
Income taxes paid | $ | - | $ | - |
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See accompanying notes to the financial statements. | ||||
7
TOWN AND COUNTRY APPRAISAL SERVICE, INC.
Notes to Unaudited Financial Statements
June 30, 2008
(Unaudited)
NOTE 1
BASIS OF PRESENTATION
The accompanying interim financial statements for the six-month periods ended June 30, 2008 and 2007 are unaudited and include all adjustments (consisting of normal recurring adjustments) considered necessary by management for a fair presentation. The results of operations realized during an interim period are not necessarily indicative of results to be expected for a full year. These financial statements should be read in conjunction with the information filed as part of the Company’s Annual Report on Form 10-12G of the Company as filed with the United States Securities and Exchange Commission (the “SEC”) on May 1, 2008.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.
NOTE 2
GOING CONCERN
Town and Country’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $1,660 and has insufficient working capital to meet operating needs for the next twelve months as of June 30, 2008, all of which raise substantial doubt about Town and Country’s ability to continue as a going concern.
The Company will continue seeking business and referrals from its business contacts in Idaho. No assurances can be given as to the likelihood of its success in obtaining new and additional business referrals.
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ITEM 2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Information set forth herein contains "forward-looking statements" which can be identified by the use of forward-looking terminology such as "believes," "expects," "may,” “should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The Company cautions readers that important factors may affect the Company’s actual results and could cause such results to differ materially from forward-looking statements made by or on behalf of the Company. These factors include the Company’s lack of historically profitable operations, dependence on key personnel, the success of the Company’s business, ability to manage anticipated growth and other factors identified in the Compa ny's filings with the Securities and Exchange Commission, press releases and/or other public communications.
The following discussion and analysis provides information which the Company’s management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report.
This management's discussion and analysis or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company for the six months ended June 30, 2008. The reported results may not necessarily reflect the future.
Operations
We have been performing commercial and residential real estate appraisals, principally in southeast Idaho, since 1976. As of July 3, 2008, we had one employee, John S. Chidester, who is currently available substantially on a full-time basis. Mr. Chidester, who is not under contract, will devote the amount of time to us that is necessary to perform the engagements obtained and to seek new ones.We also use independent contractors, who are relatives of Mr. Chidester, to assist in some appraisals. These independent contractors hold all necessary licenses.
A summary of operating results for the six months ended June 30, 2008 and 2007 follows:
9
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| 2008 |
| 2007 |
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|
|
Revenues | $ | 57,910 | $ | 48,630 |
|
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|
Operating expenses: |
|
|
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Compensation and contractor fees |
| 42,255 |
| 39,630 |
General and administrative |
| 16,655 |
| 9,660 |
Total |
| 58,910 |
| 49,290 |
|
|
|
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|
Net (loss) | $ | (1,000) | $ | (660) |
Revenues -We completed several residential and commercial appraisals in 2008. We also received revenues aggregating $15,000 from assisting three counties to prepare assessor’s manuals during 2008. In 2007, we did not receive any revenues for assisting counties in preparing manuals.
Compensation and contractor fees - consist of salary expenses to Mr. Chidester and fees to independent contractors who are related to Mr. Chidester.
General and administrative expenses – The principal component of general and administrative expenses is approximately $9,000 in each period presented paid to John Chidester in consideration for providing office space and services. In 2008, there were also $2,500 for professional fees and $850 for continuing education. The change generally corresponds to the change in revenues.
Other -As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below.
Liquidity - We do not have any credit facilities or other commitments for debt or equity financing. No assurances can be given that advances when needed will be available. We do not believe that we need funding to cover current operations because we do not have a capital intensive business plan and can also use independent contractors, if necessary or advisable, to assist in many projects. We will use funding, if obtained, to cover the salary of our president and to pay for marketing materials and proposal efforts. We currently have no formal salary arrangements with Mr. Chidester. While no annual salary or length of employment has been determined to date, we anticipate providing an annual salary not to exceed $100,000 commencing with the successful completion of several engagements. The salary will be paid out of revenues, if any, or accrued if sufficient cash is not available to make payments. The accrual will begin after we have generated revenue of at least $25,000. We may seek funding although have not done so as yet. However, we will conduct operations and seek client engagements even if no funding is obtained. The private capital will be sought from former business associates of our president or private investors referred to us by those associates. If a market for our shares ever develops, of which there can be no assurances and which is unlikely in the foreseeable future, we will use shares to compensate employees/consultants wherever possible. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf.
10
We are now subject to the reporting requirements of the Exchange Act of 1934 and will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs may range up to $50,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. These obligations will reduce our ability and resources to fund other aspects of our business. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling obligations and compensating independent contractors who provide services for us, although there can be no assurances that we will be successful in any of those efforts. We will reduce the compensation levels paid to management if there is insufficient cash generated from operations to satisfy these costs.
To meet commitments that become due more than 12 months in the future, we will have to obtain client engagements in sufficient number and at sufficient levels of profitability. There does not currently appear to be any other viable source of long-term financing except that management may consider various sources of debt and/or equity financing if the same financing can be obtained on terms deemed reasonable to management.
Recently Issued Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.
Critical Accounting Policies
The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.
An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.
Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 2to the financial statements, included elsewhere in this prospectus, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.
11
Seasonality
We do not typically experience a significant seasonal impact in our business.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.
ITEM 4
CONTROLS AND PROCEDURES
(a)
Evaluation of Disclosure Controls and Procedures.
An evaluation was carried out under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") (in this case the same person), of the effectiveness of the Company's disclosure controls and procedures as of June 30, 2008. Based on that evaluation, the CEO/CFO has concluded that the Company's disclosure controls and procedures are effective to provide reasonable assurance that: (i) information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Company's management, including the CEO/CFO, as appropriate to allow timely decisions regarding required disclosure by the Company; and (ii) information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 19 34 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms
(b) Changes in Internal Controls.
During the quarter ended June 30, 2008, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
12
PART II | ||
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OTHER INFORMATION | ||
|
|
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Item 1 | Legal Proceedings |
|
|
|
|
| None |
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|
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Item 2 | Unregistered Sale of Equity Securities and Use of Proceeds | |
|
|
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| None |
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Item 3 | Defaults Upon Senior Securities | |
|
|
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| None |
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Item 4 | Submission of Matters to a Vote of Shareholders | |
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| None |
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Item 5 | Other Information | |
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| None |
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Item 6 | Exhibits and Reports on Form 8-K | |
|
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(a) Exhibits
Exhibit Number |
| Description |
31.1 |
| Section 302 Certification Of Chief Executive And Chief Financial Officer |
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|
32.1 |
| Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002 – Chief Executive And Chief Financial Officer |
(b) Reports of Form 8-K
None.
13
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Town and Country Appraisal Service, Inc.
(Registrant)
/s/ John S. Chidester
John S. Chidester
Title: President and Chief Financial Officer
August 8, 2008
14
