Media (MDTC) 10-Q 2009 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

 X.QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

.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 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 filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer.Accelerated Filer.Non-Accelerated Filer.Smaller Reporting Company X.

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 August 18, 2009.

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.No X.

Transitional Small Business Disclosure Format (check one): Yes No X.

TOWN AND COUNTRY APPRAISAL SERVICE, INC.

FORM 10-Q

June 30, 2009

INDEX

PART I-- FINANCIAL INFORMATION
		Page
Item 1	Unaudited Financial Statements	3
Item 2	Management’s Discussion and Analysis of Financial Condition	8
Item 3	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4	Control and Procedures	10
PART II-- OTHER INFORMATION
Item 1	Legal Proceedings	10
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3	Defaults Upon Senior Securities	10
Item 4	Submission of Matters to a Vote of Security Holders	10
Item 5	Other Information	10
Item 6	Exhibits and Reports on Form 8-K	11

2

ITEM 1. Financial Information

TOWN AND COUNTRY APPRAISAL SERVICE, INC.
Balance Sheets
June 30, 2009
(unaudited)
ASSETS
			June 30,		December 31, 2008
			2009		(Audited)
Current Assets
	Cash	$	3,186	$	11,777
	Accounts Receivable, net		-		1,275
	Total Current Assets		3,186		13,052
Property and Equipment, net			2,939		3,266
Total Assets		$	6,125	$	16,318
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accrued Expenses	$	25,368	$	13,698
	Unearned Income		-		18,495
	Total Current Liabilities		25,368		32,193
Stockholders' Equity
	Preferred stock, $.001 par value; 1,000,000 shares authorized; none issued or outstanding
	Common stock, $.001 par value; 74,000,000 shares authorized; 10,000,000 shares issued and outstanding		10,000		10,000
	Additional Paid-in Capital		(9,340)		(9,340)
	Accumulated Deficit		(19,903)		(16,535)
	Total Stockholders' Equity		(19,243)		(15,875)
Total Liabilities and Stockholders' Equity		$	6,125	$	16,318
The accompanying notes are an integral part of these statements

3

TOWN AND COUNTRY APPRAISAL SERVICE, INC.
Statement of Operations
For the Three Months and Six Months Ended June 30, 2009 and 2008
(unaudited)
		Three Months Ended				Six Months Ended				(April 16, 2007)
		June 30,				June 30,				through
		2009		2008		2009		2008		June 30, 2009
Revenues	$	27,585	$	27,335	$	74,110	$	57,910	$	75,385
Operating expenses:
Compensation and contractor fees		20,109		20,126		55,327		42,255		56,307
General and administrative		10,814		8,209		22,151		16,655		22,151
Total		30,293		28,335		77,478		58,910		78,458
Net (loss)	$	(3,338)	$	(1,000)	$	(3,368)	$	(1,000)	$	(3,073)
Net (loss) per common share - basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Weighted average number of common shares outstanding - basic and diluted		10,000,000		10,000,000		10,000,000		10,000,000		10,000,000
The accompanying notes are an integral part of these statements

4

TOWN AND COUNTRY APPRAISAL SERVICE, INC.
Statement of Stockholders' Equity
(unaudited)
From April 16, 2007 (inception) to June 30, 2009
						(Deficit)
						Accumulated
	Price					during	Total
	Per	Common Stock		Paid in	Subscriptions	Development	Equity/
	Share	Shares	Amount	Capital	Receivable	Stage	(Deficit)
Balance January 1, 2006		9,340,000	9,340	(9340)	-	-	-
Net income		-	-	-	-	-	-
Balance December 31, 2006		9,340,000	9,340	(9,340)	-	-	-
Shares Issued for cash	0.001	660,000	660	-	-	-	660
Net loss		-	-	-	-	(660)	(660)
Balance December 31, 2007		10,000,000	10,000	(9,340)	-	(660)	-
Net (Loss) March 31 ,2008		-	-	-	-	-	-
Balance March 31, 2008		10,000,000	10,000	(9,340)	-	(660)	-
Net (Loss) June 30,2008		-	-	-	-	(1,000)	-
Balance June 30, 2008		10,000,000	10,000	(9,340)	-	(1660)	(1,000)
Net (Loss) September 30 ,2008		-	-	-	-	-	-
Balance September 2008		10,000,000	10,000	(9,340)		(1660)	(1,000)
Net (Loss) December 31, 2008		-	-	-	-	(14,875)	-
Balance December 31, 2008		10,000,000	10,000	(9,340)	-	(16,535)	(15,875)
Net (Loss) March 31, 2009		-	-	-	-	-	-
Balance March 31, 2009		10,000,000	10,000	(9,340)	-	(16,535)	(15,875)
Net (Loss) June 30, 2009		-	-	-	-	(3,367)	-
Balance June 30, 2009		10,000,000	10,000	(9,340)	-	(19,902)	(19,242)
The accompanying notes are an integral part of these statements

5

TOWN AND COUNTRY APPRAISAL SERVICE, INC.
Statement of Cash Flows
For the three Months and Six Months Ended June 30, 2009 and 2008
(unaudited)
			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2009		2008		2009		2008
Operating Activities
	Net (Loss)	$	(3,338)	$	(1000)	$	(3,368)	$	(1000)
	Adjustments to reconcile Net (Loss)
	Shares issued for organization and development costs		-		-		-		-
	Depreciation		163		-		327		-
	Changes in Operating Assets and Liabilities		389		1000		(6,825)		1,000
	(Increase)/Decrease in Accounts Receivable		-		-		1,275		-
	Increase/(Decrease) in Accounts Payable		-		-		-		-
	Net Cash Provided by Operating Activities		(2,786)		-		(8,592)		-
Investment Activities
	Purchase of Equipment		-		-		-		-
	Net Cash (Used) by Investment Activities		-		-		-		-
Financing Activities
	Loan
	Proceeds from sale of Common Stock		-		-		-		-
	Net Cash Provided by Financing Activities		-		-		-		-
Net Increase in Cash			-		-		-		-
Cash, Beginning of Period			5,972		-		11,777		-
Cash, End of Period		$	3,186	$	-	$	3,186	$	-
Supplemental Information:
	Interest Paid	$	-		-		-		-
	Income Taxes Paid	$	-		-		-		-
The accompanying notes are an integral part of these statements

6

TOWN AND COUNTRY APPRAISAL SERVICE, INC.

Notes to Unaudited Financial Statements

June 30, 2009

(Unaudited)

NOTE 1 BASIS OF PRESENTATION

The accompanying interim financial statements for the three-month periods ended June 30, 2009 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-K of the Company as filed with the United States Securities and Exchange Commission (the “SEC”) on April 10, 2009.

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 $19,903 and has insufficient working capital to meet operating needs for the next twelve months as of June 30, 2009, 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.

7

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 Company's filings with the Securities and Exc hange 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 three months ended June 30, 2009. 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 August 18, 2009, 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 three month ended June 30, 2009 and 2008 follows:

		2009		2008
Revenues	$	27,585	$	27,335
Operating expenses:
Compensation and contractor fees		20,109		20,126
General and administrative		10,814		8,209
Total		30,293		28,335
Net (loss)	$	(3,338)	$	(1,000)

Revenues -We completed 30 residential and 6 commercial appraisals during the three month ended June 30, 2009.

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 $13,500 in each period presented paid to John Chidester in consideration for providing office space and services. In three months ending June 30, 2009, there was also $389 for professional fees.

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.

8

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 leas t $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.

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 in the Company’s Annual Report on Form 10 K as filed with the United States Securities and Exchange Commission on April 10, 2009 includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.

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.

9

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4

CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclos ure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2009. Based on this evaluation, our management has concluded that our disclosure controls and procedures adequately ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

The evaluation of our disclosure controls and procedures did not identify any change in our internal control over financial reporting that occurred during or subsequent to the quarter ended June 30, 2009 that has materially affected or is reasonably likely to materially affect our internal control over such reporting.

PART II

OTHER INFORMATION

Item 1	Legal Proceedings
	None
Item 2	Unregistered Sale of Equity Securities and Use of Proceeds
	None
Item 3	Defaults Upon Senior Securities
	None
Item 4	Submission of Matters to a Vote of Shareholders
	None
Item 5	Other Information
	None

10

ITEM 6

EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit Number	Description
31.1	Section 302 Certification Of Chief Executive And Chief Financial Officer
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. 

11

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 18, 2009

12