UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File No. 000-54000
AUTRIS
(Exact name of registrant as specified in its charter)
| Nevada | 88-0410480 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
12021 Wilshire Blvd. #234 Los Angeles, CA | 90025 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (310) 430-1388
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 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.
ý Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
ý Yes No (Not required)
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 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 | Smaller reporting company ý |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ý No
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 12,063,381 shares of common stock as of September 30, 2013.
Explanatory Note
On May 19, 2014, the Company’s Board of Directors, after consultation with management, determined that the Company’s pro forma financial statements as filed in the Form 8-K/A on December 24, 2013, and the financial statements, as included in the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 2013 and December 31, 2013 (collectively, the “Restatement Periods”) should no longer be relied upon and should be restated in order to characterize the acquisition of 100% of the membership interests of Nitroheat, LLC, on October 9, 2013, as a reverse capitalization rather than a re-capitalization.
This Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q (the “Amendment”) has been filed to amend the Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2013, as filed on November 6, 2013 (the “Original Filing”).
No attempt has been made in this Amendment to modify or update the disclosures in the Original Filing except as required to reflect the effect of the restatement discussed herein. Except as otherwise noted herein, this Amendment continues to describe conditions as of the date of the Original Filing and the disclosures contained herein have not been updated to reflect events, results or developments that occurred after the date of the Original Filing, or to modify or update those disclosures affected by subsequent events. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Original Filing, other than the restatement, and such forward-looking statements should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.
PART I
| Item 1 | Financial Statements |
| |
| (A Development Stage Enterprise) | |
| CONDENSED BALANCE SHEETS | |
| (UNAUDITED) | |
| | | | | | | |
| | September 30, | | June 30, | |
| | 2013 | | 2013 | |
| ASSETS | |
| Current assets | | | | | | |
| Cash | | $ | 6 | | | $ | - | |
| Accounts receivable | | | - | | | | - | |
| Inventory | | | - | | | | - | |
| Total current assets | | | 6 | | | | - | |
| | | | | | | | | |
| Equipment, net of accumulated depreciation | | | 207 | | | | 463 | |
| | | | | | | | | |
| Total assets | | $ | 213 | | | $ | 463 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |
| | | | | | | | | |
| Current liabilities | | | | | | | | |
| Bank overdraft | | $ | - | | | $ | 120 | |
| Accounts payable | | | 94,588 | | | | 44,823 | |
| Note payable, related party, net of discounts of $0 and $913, respetively | | | 15,844 | | | | 12,432 | |
| Total current liabilities | | | 110,432 | | | | 57,375 | |
| | | | | | | | | |
| Stockholders' equity (deficit) | | | | | | | | |
| Common stock, $0.001 par value; 75,000,000 shares authorized; 37,319,556 and 12,063,381 issued and outstanding at December 31 and June 30, 2013 | | | 13,113 | | | | 12,063 | |
| Additional paid in capital | | | 100,029 | | | | 83,413 | |
| Accumulated deficit | | | (223,361 | ) | | | (152,388 | ) |
| Total stockholders' equity (deficit) | | | (110,219 | ) | | | (56,912 | ) |
| | | | | | | | | |
| Total liabilities and stockholders' equity (deficit) | | $ | 213 | | | $ | 463 | |
| | | | | | | | | |
| See notes to unaudited condensed consolidated financial statements. | |
| |
| (A Development Stage Enterprise) | |
| CONDENSED STATEMENTS OF OPERATIONS | |
| (UNAUDITED) | |
| | | | | | | |
| | | Three months ended September 30, | |
| | | 2013 | | | 2012 | |
| Revenue | | $ | - | | | $ | 4,783 | |
| Cost of revenue | | | - | | | | 2,178 | |
| Gross profit | | | - | | | | 2,605 | |
| | | | | | | | | |
| Operating expenses | | | | | | | | |
| Professional fees | | | 68,099 | | | | 600 | |
| Depreciation | | | 256 | | | | 1,957 | |
| Travel | | | - | | | | - | |
| Research and development | | | - | | | | - | |
| Promotional and advertising | | | - | | | | - | |
| General and administrative | | | 3,292 | | | | 1,345 | |
| Total operating expenses | | | 71,647 | | | | 3,902 | |
| | | | | | | | | |
| Loss from operations | | | (71,647 | ) | | | (1,297 | ) |
| | | | | | | | | |
| Other income (expense) | | | | | | | | |
| Interest income | | | - | | | | - | |
| Other income | | | 788 | | | | - | |
| Interest expense | | | (115 | ) | | | (347 | ) |
| Total other income (expense) | | | 673 | | | | (347 | ) |
| | | | | | | | | |
| Net loss | | $ | (70,974 | ) | | $ | (1,644 | ) |
| | | | | | | | | |
| Net loss per common share | | $ | (0.01 | ) | | $ | (0.00 | ) |
| | | | | | | | | |
| Weighted average shares outstanding | | | 12,944,903 | | | | 12,063,381 | |
| | | | | | | | | |
| See notes to unaudited condensed consolidated financial statements. | |
| |
| (A Development Stage Enterprise) | |
| CONDENSED STATEMENTS OF CASH FLOWS | |
| (UNAUDITED) | |
| | | | | | | |
| | | Three months ended September 30, | |
| | | 2013 | | | 2012 | |
| Cash flows from operating activities | | | | | | |
| Net loss | | $ | (70,974 | ) | | $ | (1,644 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities | | | | | |
| Depreciation | | | 256 | | | | 1,957 | |
| Amortization of debt discount | | | | | | | 111 | |
| Shares issued for services | | | 17,667 | | | | - | |
| Changes in operating assets and liabilities | | | | | | | | |
| Accounts receivable | | | - | | | | - | |
| Inventory | | | - | | | | - | |
| Prepaid expenses and other current asset | | | - | | | | 2,178 | |
| Accounts payable and accrued liabilities | | | 49,765 | | | | 837 | |
| Deferred revenue | | | - | | | | (4,783 | ) |
| Net cash used in operating activities | | | (3,286 | ) | | | (1,344 | ) |
| | | | | | | | | |
| Cash flows from investing activities | | | | | | | | |
| Purchase of equipment | | | - | | | | - | |
| Cash flows from investing activities | | | - | | | | - | |
| | | | | | | | | |
| Cash flows from financing activities | | | | | | | | |
| Repayment of bank overdraft | | | (120 | ) | | | (401 | ) |
| Proceeds from notes payable - related party | | | 3,412 | | | | 1,890 | |
| Payments on notes payable - related party | | | - | | | | - | |
| Proceeds from sale of stock | | | - | | | | - | |
| Net cash provided by financing activities | | | 3,292 | | | | 1,489 | |
| | | | | | | | | |
| Net change in cash | | | 6 | | | | 145 | |
| Cash at beginning of period | | | - | | | | - | |
| Cash at end of period | | $ | 6 | | | $ | 145 | |
| | | | | | | | | |
| See notes to unaudited condensed consolidated financial statements. | |
AUTRIS
(Formerly known as Big Sky Productions, Inc.)
Notes to Unaudited Condensed Financial Statements
Note 1 – Nature of Business
Big Sky Productions, Inc. (the “Company”) was incorporated in the State of Nevada on February 28, 2008. Big Sky Productions, Inc. is developing a business plan as a producer of radio advertisements for small businesses. To date, our business activities have been limited to organizational matters, reselling of advertising time, developing our website and the preparation and filing of the registration statement. The Company has elected a fiscal year end of June 30.
Note 2 - 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 at September 30, 2013, and for all periods presented herein, 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 June 30, 2013 audited financial statements. The results of operations for the periods ended September 30, 2013 and 2012 are not necessarily indicative of the operating results for the full year.
Note 3 – Significant Accounting Policies
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. Areas requiring the use of estimates include impairment of long lived assets, valuation allowance applied to deferred tax assets and useful lives used in the depreciation of equipment. Actual results could differ from those estimates.
Cash and Cash Equivalents
All highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of September 30, 2013.
Earnings per Share
FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings (loss) per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.
AUTRIS
(Formerly known as Big Sky Productions, Inc.)
Notes to Unaudited Condensed Financial Statements
Note 3 - Significant Accounting Policies (continued)
Share Based Expenses
ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. , may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.
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.
Revenue Recognition
The Company's financial statements are prepared under the accrual method of accounting. Revenues are recognized when evidence of an agreement exists, the price is fixed or determinable, collectability is reasonably assured and goods have been delivered or services performed.
The Company derives revenues from the sale of advertising space on its radio program “The Ellis Martin Report.” “The Ellis Martin Report” is a paid news magazine airing on select AM radio stations in the United States. Clients and/or guests compensate the Company for time on this program to expose their business or stories to the listening audience.
AUTRIS
(Formerly known as Big Sky Productions, Inc.)
Notes to Unaudited Condensed Financial Statements
Note 3 - Significant Accounting Policies (continued)
Advertising contracts are structured to run for a time period between 30 and 120 days. Accordingly, revenues are recognized on a pro-rata basis resulting in recognized revenue and deferred revenue of $0 and $0, respectively as of and for the three months ended September 30, 2013 and $4,783 and $7,430 respectively for and as of the three months ended September 30, 2012.
Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.
Property and Equipment
Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.
Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:
| | Estimated Useful Lives |
| Furniture and Fixtures | 5 - 10 years |
| Computer Equipment | 2 - 5 years |
| Vehicles | 5 - 10 years |
For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For audit purposes, depreciation is computed under the straight-line method. At September 30 and June 30, 2013, the Company had the following property and equipment:
| | | September 30, 2013 | | | June 30, 2013 | |
| Leasehold improvements | | $ | 2,795 | | | $ | 2,795 | |
| Computer and video equipment | | | 10,064 | | | | 10,064 | |
| Sub Total | | $ | 12,859 | | | $ | 12,859 | |
| | | | | | | | | |
| Accumulated depreciation | | | (12,652 | ) | | | (12,396 | ) |
| Total | | $ | 207 | | | $ | 463 | |
Note 4 – Related Party Transactions
During the three months ended September 30, 2013, the Company received loans totaling $3,297 from a related party to fund operations. There was a total of $16,662 due to related parties as of September 30, 2013. The loans are non-interest bearing, due on demand and as such are included in current liabilities. Imputed interest has been considered, but was determined to be immaterial to the financial statements as a whole and as such is not included herein
AUTRIS
(Formerly known as Big Sky Productions, Inc.)
Notes to Unaudited Condensed Financial Statements
Note 5 – Stockholders’ Equity
Common Stock
On February 28, 2008, the Company was formed with one class of common stock, par value $0.001. The Company authorized 75,000,000 shares of common stock. At September 30, 2012, the Company had 12,063,381 common shares issued and outstanding. There are no preferred shares authorized, issued or outstanding. The Company has no stock option plan, warrants or other dilutive securities.
Net loss per common share
Net loss per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.
Note 6 – Restatements
On May 19, 2014, the Board of Directors of the Company, after consulting with management, determined that the Company’s financial statements for the three months ended September 30, 2013 should no longer be relied upon and should be restated because of the Company’s accounting treatment of not properly accruing for services and recording common stock issued for services.
| BALANCE SHEET | | As Originally | | | Adjustments | | | As | |
| AS OF SEPTEMBER 30, 2013 | | Filed | | | Increase/(Decrease) | | | Restated | |
| | | | | | | | | | |
| ASSETS: | | | | | | | | | |
| Cash and cash equivalents | | $ | 6 | | | $ | - | | | $ | 6 | |
| Equipment, net | | | 207 | | | | - | | | | 207 | |
| Inventory | | | - | | | | - | | | | - | |
| Deposits | | | - | | | | - | | | | - | |
| TOTAL ASSETS | | $ | 213 | | | $ | - | | | $ | 213 | |
| | | | | | | | | | | | | |
| LIABILITIES: | | | | | | | | | | | | |
| Accounts payable | | $ | 69,588 | | | $ | 25,000 | | | $ | 94,588 | |
| Sales tax payable | | | - | | | | - | | | | - | |
| Bank overdraft | | | - | | | | - | | | | - | |
| Accrued interest | | | - | | | | - | | | | - | |
| Notes payable - related party | | | 15,844 | | | | - | | | | 15,844 | |
| Indebtedness to related party | | | - | | | | - | | | | - | |
| Long term accrued interest | | | - | | | | - | | | | - | |
| Long term notes payable | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| EQUITY: | | | | | | | | | | | | |
| Common stock | | | 12,063 | | | | 1,050 | | | | 13,113 | |
| Additional paid in capital | | | 83,413 | | | | 16,617 | | | | 100,030 | |
| Deficit accumulated during development stage | | | (180,695 | ) | | | (42,667 | ) | | | (223,362 | ) |
| TOTAL LIABILITIES AND EQUITY | | $ | 213 | | | $ | - | | | $ | 213 | |
AUTRIS
(Formerly known as Big Sky Productions, Inc.)
Notes to Unaudited Condensed Financial Statements
Note 6 – Restatements (Continued)
| STATEMENT OF OPERATIONS | | As Originally | | | Adjustments | | | As | |
| FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 | | Filed | | | Increase/(Decrease) | | | Restated | |
| | | | | | | | | | |
| Revenue | | $ | - | | | $ | - | | | $ | - | |
| Cost of sales | | | - | | | | - | | | | - | |
| Gross profit | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Expenses: | | | | | | | | | | | | |
| General and administrative expenses | | | 3,292 | | | | - | | | | 3,292 | |
| Depreciation | | | 256 | | | | - | | | | 256 | |
| Professional fees | | | 25,432 | | | | 42,667 | | | | 68,099 | |
| Total expenses | | | 28,980 | | | | 42,667 | | | | 71,647 | |
| | | | | | | | | | | | | |
| Other expense | | | | | | | | | | | | |
| Other income | | | 788 | | | | - | | | | 788 | |
| Interest expense | | | (115 | ) | | | - | | | | (115 | ) |
| Total other income (expense) | | | 673 | | | | - | | | | 673 | |
| | | | | | | | | | | | | |
| Net (loss) | | $ | (28,307 | ) | | $ | (42,667 | ) | | $ | (70,974 | ) |
| | | | | | | | | | | | | |
| Weighted average number of shares | | | | | | | | | | | | |
| - basic and fully diluted | | | 12,063,381 | | | | 881,522 | | | | 12,944,903 | |
| | | | | | | | | | | | | |
| Net (loss) per share | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.01 | ) |
Note 7 – Subsequent Events
On October 1, 2013, the Company agreed to the issuance of a total of 800,000 shares of our common stock in exchange for professional services rendered.
On October 9, 2013, the Company acquired 100% of the working interest in NitroHeat, LLC in exchange for 20,000,000 shares of our common stock.
On October 15, 2013, the Company agreed to the issuance of a total of 2,062,175 shares of $0.001 par value common stock valued at $0.02 per share as settlement of $41,243.51 of accounts payable.
| Number | Exhibit |
| | |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS* | XBRL Instance Document |
| 101.SCH* | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
* Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| | Big Sky Productions, Inc. |
| | |
| Date: May 20, 2014 | /s/ Anand Derek Naidoo |
| | Anand Derek Naidoo Chief Executive Officer |
