| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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| FORM 10-Q
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(Mark One) |
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x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ___________
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| Commission File Number 333.151148
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| HAMPTONS EXTREME, INC. (Name of small business issuer in its charter) |
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Delaware
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| 20-8731646
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(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
| 509 S. San Clemente Street Ventura, California 93001(Address of Principal Executive Offices) |
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(805) 754-9805 (Issuer's Telephone Number, Including Area Code)
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Check whether the issuer (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 Companyx
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES x NO
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State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 1,035,000 shares of common stock, par value $.0001 per share, as of May 18, 2009.
Transitional Small Business Disclosure Format (Check one). YES NO x
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HAMPTONS EXTREME, INC.
(A DEVELOPMENT STAGE COMPANY)
Contents |
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Balance Sheets at March 31, 2009 (Unaudited) and December 31, 2008 |
| F-2 |
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Statements of Operations for the Three Months Ended March 31, 2009 and 2008 |
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and the Period from March 19, 2007 (Inception) through March 31, 2009 (Unaudited) |
| F-3 |
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Statement of Stockholders’ Deficit for the Period from March 19, 2007 (Inception) through |
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March 31, 2009 (Unaudited) |
| F-4 |
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Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008 |
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and the Period from March 19, 2007 (Inception) through March 31, 2009 (Unaudited) |
| F-5 |
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Notes to the Financial Statements (Unaudited) |
| F-6 |
(A Development Stage Company)
Balance Sheets
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| March 31, 2009 |
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| December 31, 2008 |
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Current Assets: |
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Cash | $ | 324 |
| $ | 919 |
Total current assets |
| 324 |
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| 919 |
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TOTAL ASSETS | $ | 324 |
| $ | 919 |
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Current Liabilities |
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Accrued expenses | $ | 24,000 |
| $ | 22,500 |
Total current liabilities |
| 24,000 |
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| 22,500 |
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Stockholders' Deficit: |
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Preferred stock: $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding |
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- |
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- |
Common stock: $0.0001 par value; 20,000,000 shares authorized; 1,037,000 shares issued and outstanding |
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104 |
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104 |
Additional paid-in capital |
| 36,996 |
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| 36,996 |
Deficit accumulated during development stage |
| (60,776) |
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| (58,681) |
Total stockholders’ deficit |
| (23,676) |
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| (21,581) |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
$ |
324 |
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$ |
919 |
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See accompanying notes to the financial statements. | |||||
F-2
HAMPTONS EXTREME, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
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Three Months Ended March 31, 2009 |
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Three Months Ended March 31, 2008 |
| The Period from March 19, 2007 (Inception) through March 31, 2009 |
Operating Expenses: |
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Professional fees | $ | 1,500 | $ | 5,000 | $ | 33,500 |
General and administrative expenses |
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595 |
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3,274 |
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27,276 |
Total operating expenses |
| 2,095 |
| 8,274 |
| 60,776 |
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Loss before income taxes |
| (2,095) |
| (8,274) |
| (60,776) |
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Provision for income taxes |
| - |
| - |
| - |
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Net loss | $ | (2,095) | $ | (8,274) | $ | (60,776) |
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Net loss per common share - basic and diluted |
$ |
(0.00) |
$ |
(0.01) |
$ |
(0.06) |
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Weighted average number of common shares outstanding – basic and diluted |
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1,037,000 |
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1,030,495 |
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1,023,559 |
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See accompanying notes to the financial statements. | ||||||
F-3
HAMPTONS EXTREME, INC.
(A Development Stage Company)
Statement of Stockholders’ Deficit
For the Period from March 19, 2007 (Inception) through March 31, 2009
(Unaudited)
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Common Shares |
Amount |
Additional Paid-in Capital | Deficit Accumulated During the Development Stage |
Total Stockholder’s Deficit |
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Balance, March 19, 2007 (inception) | 1,000,000 | $ 100 | $ - | $ - | $ 100 |
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Sale of common stock from September 10, 2007 through December 7, 2007 at $1.00 per share |
24,000 |
2 |
23,998 |
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24,000 |
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Net loss |
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| (27,327) | (27,327) |
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Balance, December 31, 2007 | 1,024,000 | 102 | 23,998 | (27,327) | (3,227) |
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Sale of common stock from January 4, 2008 through November 26, 2008 at $1.00 per share |
13,000 |
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12,998 |
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13,000 |
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Net loss |
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| (31,354) | (31,354) |
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Balance, December 31, 2008 | 1,037,000 | 104 | 36,996 | (58,681) | (21,581) |
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Net loss |
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| (2,095) | (2,095) |
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Balance, March 31, 2009 | 1,037,000 | $ 104 | $ 36,996 | $ (60,776) | $ (23,676) |
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See accompanying notes to the financial statements.
F-4
HAMPTONS EXTREME, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
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Three Months Ended March 31, 2009 |
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Three Months Ended March 31, 2008 |
| The Period from March 19, 2007 (Inception) through March 31, 2009 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss | $ | (2,095) | $ | (8,274) | $ | (60,776) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Changes in operating assets and liabilities: |
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Increase (decrease) in accrued expenses |
| 1,500 |
| (3,500) |
| 24,000 |
Net Cash Used in Operating Activities |
| (595) |
| (11,774) |
| (36,776) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Sale of common stock |
| - |
| 11,000 |
| 37,100 |
Net Cash Provided by Financing Activities |
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- |
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11,000 |
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37,100 |
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NET INCREASE (DECREASE) IN CASH |
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(595) |
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(774) |
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324 |
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CASH AT BEGINNING OF PERIOD |
| 919 |
| 10,479 |
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CASH AT END OF PERIOD | $ | 324 | $ | 9,705 | $ | 324 |
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SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES |
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Cash Paid For: |
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Interest | $ | - |
| - | $ | - |
Income taxes | $ | - |
| - | $ | - |
See accompanying notes to the financial statements.
F-5
HAMPTONS EXTREME, INC.
(A Development Stage Company)
March 31, 2009 and 2008
Notes to the Financial Statements
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying interim financial statements for the three months ended March 31, 2009 and 2008 and the period from March 19, 2007 (inception) through March 31, 2009 are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. 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 on Form 10-K which was filed on March 24, 2009.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company had a negative working capital of $23,676 and a deficit accumulated during the development stage of $60,776 at March 31, 2009 and had a net loss and cash used in operations of $2,095 and $595 for the three month period ended March 31, 2009, respectively.
While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – STOCKHOLDERS’ EQUITY
Sale of common stock
For the period from January 4, 2008 through March 27, 2008, the Company sold 11,000 shares of its common stock in a private placement at $1.00 per share to 11 individuals for $11,000.
F-6
Item 2 – Management’s Discussion and Analysis or Plan of Operation of Financial Condition and Results of Operations
References to “Company”, “we” or “us” refer to Noble Medical Technologies, Inc., unless the context requires otherwise.
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in “Factors That May Affect Future Results and Financial Condition.”
OVERVIEW
We are in a developmental stage. Implementing our planned business operation is dependant on the effectiveness of this registration statement and our ability to raise between $625,000 and $2,150,000 of additional capital after all offering expenses paid to a placement agent, attorneys, accountants and among other professional fees. Our plan is to utilize such capital we raise as follows:
If a Net of If a Net of
$625,000 is Raised $2,150,000 is Raised
Establishing Manufacturing
Facility/ Offices $140,000 $500,000
Retail Shop $ 25,000 $ 50,000
Equipment $ 75,000 $150,000
Officer Salaries $150,000 $350,000
Marketing Expense $135,000 $700,000
Working Capital $100,000 $400,000
The foregoing are estimates only and any funds may be re-allocated based upon management’s evaluation of then existing conditions. We believe that we can commence manufacturing within three to four months of receiving financing. We will have to acquire and install equipment, hire manufacturing and marketing personnel and establish working relationships with suppliers. We believe that when we sell boards to surf shops that the sales will be on net thirty terms and the time for receipt of payment will require us to maintain significant working capital. We project that our monthly operating budget will be approximately $70,000 to $80,000 per month comprised of rent of $3,300; salaries of $45,000 to $50,000 per month and overhead of $21,700 to $26,700. Our ability to accomplish these goals is likely to be negatively impacted by recent general economic developments.
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INFLATION
Inflation can be expected to have an impact on our operating costs. A prolonged period of inflation could cause a general economic downturn and negatively impact our results. However, the effect of inflation has been minimal over the past three years.
SEASONALITY
We believe that our business will be seasonal in that sales will tend to decrease during winter months.
Going Concern
Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have a history of losses that are likely to continue in the future. Our independent registered public accounting firm has included a footnote in their report in our audited financial statements for the year ended December 31, 2007 to the effect that our losses from operations and our negative cash flows from operations raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we were unable to continue as a going concern, our shareholders would be likely to realize less for our assets than they are currently carried on our books because they would be sold separate from any operating business. We may be required to cease operations which could result in our shareholders losing almost all of their investment.
Comparison of Periods, Year to Year
We were formed on March 17, 2007 and were not in existence during the same corresponding period in the prior year. We were inactive during and the same period in prior year, accordingly, we cannot make a year-to-year comparison of our results. We have not commenced our manufacturing operations and have not generated any revenue at any time.
Liquidity and Capital Resources
As of March 31, 2009, we had $324 cash on hand and $24,000 in accrued expenses. Our limited resources will affect the extent of our activities in the future unless we are successful in realizing financing.
Off Balance Sheet Arrangements
None
Forward-Looking Statements
Certain statements made in this Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, technological developments, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control.
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Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this prospectus will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth in our Prospectus included in Registration Statement on Form S-1 No.: 333-151148 under the headings “Business,” “Risk Factors” and “Plan of Operations.”
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
An evaluation was carried out under the supervision and with the participation of our management, including our Chief Financial Officer and President, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and is communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of March 31, 2008, our disclosure controls and procedures are effective to satisfy the objectives for which they are intended.
Management's Report on Internal Controls over Financial Reporting
Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of consolidated financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. There has been no change in the Company's internal control over financial reporting during the interim period ended March 31 2009 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
The Company's management, comprised of two officers, does not expect that the Company's disclosure controls and procedures or the Company's internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the company's internal control over financial reporting was effective as of March 31, 2009.
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This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.
There were no changes in our internal control over financial reporting identified in connection with the evaluation performed that occurred during the fiscal quarter covered by this report that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1 – Legal Proceedings
The Company is not currently party to any legal proceedings.
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 a Vote of Security Holders
None.
Item 5 – Other Information
None.
Item 6 – Exhibits and Reports of Form 8-K
(a) Exhibits
Exhibit Number |
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3.1 | Certificate of Incorporation – Incorporated by reference to like numbered exhibit to the Company’s Registration Statement on Form S-1 File No.: 333-151148. |
3.2 | Bylaws - Incorporated by reference to like numbered exhibit to the Company’s Registration Statement on Form S-1 File No.: 333-151148. |
4.1 | Specimen Stock Certificate – Incorporated by reference to like numbered exhibit to the Company’s Registration Statement on Form S-1 File No.: 333-151148. |
21 | Description of Subsidiaries. None |
31.1 | Rule 13a-14(a)/15d-14(a) Certification by the Principal Executive Officer.* |
31.2 | Rule 13a-14(a)/15d-14(a) Certification by the Principal Financial Officer.* |
31.1 | Section 1350 Certification by the Principal Executive Officer.* |
32.2 | Section 1350 Certification by the Principal Accounting and Financial Officer.* |
* Filed herewith
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(b) Reports of Form 8-K
None.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
| Hamptons Extreme, Inc. |
Date: May 19, 2009 | : | By: /s/ John Delaney |
| John Delaney, President and CEO |
Date: May 19, 2009 By: /s/ Brien Reidy
Brien Reidy, Chief Financial Officer
