U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
| [X] | Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2009. |
| [ ] | Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Transition Period from _______ to _______ |
Commission File Number: 333-157399
(Exact Name of Registrant as Specified in Its Charter)
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| North Carolina | | 2431 | | 56-2115043 |
(State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer Identification Number) |
Valerie A. Garman
President
137 Cross Center Road
Suite 318
Denver, NC 28037
Telephone No.: 704-489-2798
(Name, Address and Telephone Number
of Principal Executive Offices and Agent for Service)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No []
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ |
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) |
| Accelerated filer | ¨ |
| Smaller reporting company | þ |
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the exchange act). Yes [ ] No [X]
Number of shares of common stock outstanding as of November 12, 2009: 11,709,300
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
The discussion contained in this 10-Q under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties. The issuer's actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the Company believes," "management believes" and similar language, including those set forth in the discussions under "Notes to Financial Statements" and "Management's Discussion and Analysis or Plan of Operation" as well as those discussed elsewhere in this Form 10-Q. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-Q that are not historical facts are forward-looking statements that are subject to the "safe harbor" created by the Private Securities Litigation Reform Act of 1995.
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| PART I. FINANCIAL INFORMATION | |
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| ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS | 3 |
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| ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 10 |
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| ITEM 3. QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET RISK | 12 |
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ITEM 4. CONTROLS AND PROCEDURES ITEM 4T. CONTROLS AND PROCEDURES | 12 12 |
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| PART II. OTHER INFORMATION | |
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| ITEM 1. LEGAL PROCEEDINGS | 13 |
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| ITEM 1A. RISK FACTORS | 13 |
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| ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 13 |
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| ITEM 3. DEFAULTS UPON SENIOR SECURITIES | 13 |
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| ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 13 |
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| ITEM 5. OTHER INFORMATION | 13 |
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| ITEM 6. EXHIBITS | 13 |
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| SIGNATURES | 14 |
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| INDEX TO EXHIBITS | 15 |
ITEM 1. FINANCIAL STATEMENTS
| INDEX TO GARMAN CABINET AND MILLWORK, INC. FINANCIAL STATEMENTS | |
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| Unaudited Condensed Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008 | 4 |
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| Unaudited Condensed Consolidated Statements of Operations - For the Three and Nine Months Ended September 30, 2009 and 2008 | 5 |
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| Unaudited Condensed Consolidated Statements of Cash Flows - For the Nine Months Ended September 30, 2009 and 2008 | 6 |
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| Notes to Unaudited Condensed Consolidated Financial Statements | 7 |
| GARMAN CABINET & MILLWORK, INC. |
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| AS OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008 | |
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| ASSETS | | (unaudited) | | | (audited) | |
| | | 9/30/2009 | | | 12/31/2008 | |
| CURRENT ASSETS: | | | | | | |
| Cash | | $ | 446 | | | $ | 29,432 | |
| Prepaid expenses | | | - | | | | 66,667 | |
| Employee advances | | | - | | | | 5,100 | |
| TOTAL CURRENT ASSETS | | | 446 | | | | 101,199 | |
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| FIXED ASSETS: | | | | | | | | |
| Machinery and equipment | | | 29,708 | | | | 29,708 | |
| Vehicles | | | 47,351 | | | | 47,351 | |
| Accumulated depreciation | | | (40,158 | ) | | | (36,325 | ) |
| TOTAL FIXED ASSETS | | | 36,901 | | | | 40,734 | |
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| Security deposits | | | 1,545 | | | | 1,545 | |
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| TOTAL ASSETS | | $ | 38,892 | | | $ | 143,478 | |
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| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | |
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| CURRENT LIABILITIES | | | | | | | | |
| Accounts payable | | $ | 73,482 | | | $ | 25,005 | |
| Stockholder loans payable | | | 15,000 | | | | - | |
| Current portion of bank note payable | | | 123,449 | | | | 107,439 | |
| TOTAL CURRENT LIABILITIES | | | 211,931 | | | | 132,444 | |
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| LONG-TERM LIABILITIES | | | | | | | | |
| Bank note payable | | | - | | | | - | |
| TOTAL LONG-TERM LIABILITIES | | | - | | | | - | |
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| STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | |
| Common stock ($.0001 par value, 100,000,000 shares authorized; 11,709,300 shares issued and outstanding) | | | 11,709 | | | | 11,709 | |
| Additional paid in capital | | | 169,221 | | | | 169,221 | |
| Retained deficit | | | (353,969 | ) | | | (169,896 | ) |
| TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | | | (173,039 | ) | | | 11,034 | |
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| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | $ | 38,892 | | | $ | 143,478 | |
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The accompanying notes are an integral part of these financial statements.
| GARMAN CABINET & MILLWORK, INC. |
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| FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 | |
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| | | Three Months | | | Nine Months | |
| | | Ended September 30, | | | Ended September 30, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| REVENUES: | | | | | | | | | | | | |
| Sales | | $ | 53,171 | | | $ | 317,092 | | | $ | 297,695 | | | $ | 908,513 | |
| Cost of sales | | | (28,950 | ) | | | (171,495 | ) | | | (164,451 | ) | | | (491,854 | ) |
| Gross profit | | | 24,221 | | | | 145,597 | | | | 133,244 | | | | 416,659 | |
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| EXPENSES: | | | | | | | | | | | | | | | | |
| Selling, general and administrative expenses | | | 58,760 | | | | 186,469 | | | | 312,213 | | | | 485,881 | |
| Total expenses | | | 58,760 | | | | 186,469 | | | | 312,213 | | | | 485,881 | |
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| (Loss) from operations | | $ | (34,539 | ) | | $ | (40,872 | ) | | $ | (178,969 | ) | | $ | (69,222 | ) |
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| Interest expense | | | (1,894 | ) | | | (1,751 | ) | | | (5,104 | ) | | | (2,451 | ) |
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| (Loss) before income taxes | | | (36,433 | ) | | | (42,623 | ) | | | (184,073 | ) | | | (71,673 | ) |
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| Provision for income taxes | | | - | | | | - | | | | - | | | | - | |
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| NET (LOSS) | | $ | (36,433 | ) | | $ | (42,623 | ) | | $ | (184,073 | ) | | $ | (71,673 | ) |
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| Basic and fully diluted net (loss) per common share | | $ | (0.00 | ) | | $ | ** | | | $ | (0.02 | ) | | $ | (0.01 | ) |
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| Weighted average common shares outstanding | | | 11,709,300 | | | | 10,854,650 | | | | 11,709,300 | | | | 10,125,954 | |
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| ** less than $.01 per share. | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
GARMAN CABINET & MILLWORK, INC. | |
| STATEMENTS OF CASH FLOWS | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 and 2008 | |
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| | | 2009 | | | 2008 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | |
| Net (loss) | | $ | (184,073 | ) | | $ | (71,673 | ) |
| Adjustments to reconcile net (loss) to net cash (used in) operations: | | | | | | | | |
| Depreciation | | | 3,833 | | | | 3,833 | |
| (Increase) decrease in operating assets | | | | | | | | |
| Prepaid expenses | | | 66,667 | | | | - | |
| Employee advances | | | 5,100 | | | | 5,100 | |
| Increase (decrease) in operating liabilities | | | | | | | | |
| Accounts payable | | | 48,477 | | | | 14,186 | |
| NET CASH (USED IN) OPERATING ACTIVITIES | | | (59,996 | ) | | | (48,554 | ) |
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| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | |
| Purchases of fixed assets | | | - | | | | (647 | ) |
| NET CASH (USED IN) INVESTING ACTIVITIES | | | - | | | | (647 | ) |
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| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
| Proceeds from sale of common stock to investors | | | - | | | | 70,930 | |
| Payment of security deposits | | | - | | | | (1,545 | ) |
| Proceeds from stockholder loans | | | 15,000 | | | | - | |
| Borrowings from bank note payable | | | 16,010 | | | | 3,851 | |
| NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 31,010 | | | | 73,236 | |
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| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | | (28,986 | ) | | | 24,035 | |
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| CASH AND CASH EQUIVALENTS, | | | | | | | | |
| BEGINNING OF THE PERIOD | | | 29,432 | | | | 13,774 | |
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| END OF THE PERIOD | | $ | 446 | | | $ | 37,809 | |
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| SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES: | | | | | | | | |
| Common shares issued for prepaid consulting services | | $ | - | | | $ | 100,000 | |
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The accompanying notes are an integral part of these financial statements.
GARMAN CABINET & MILLWORK, INC.
NOTES TO FINANCIAL STATEMENTS
For the Three and Nine Months Ended September 30, 2009 and 2008
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
Garman Cabinet & Millwork, Inc., (the “Company”) is a North Carolina corporation that installs architectural woodwork mainly in and around the Charlotte, North Carolina area. The Company was incorporated in the State of North Carolina on December 10, 1998.
Basis of Presentation
The financial statements include the accounts of Garman Cabinet & Millwork, Inc. and its wholly owned subsidiaries under the accrual basis of accounting. All intercompany accounts and transactions have been eliminated.
Management’s Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Deferred Taxes
Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS No. 109), “Accounting for Income Taxes.” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
Fair Value of Financial Instruments
The Company’s financial instruments are cash, employee advances, security deposits and accounts payable. The recorded values of cash and payables approximate their fair values based on their short-term nature.
Cash and Cash Equivalents - For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents.
Revenue Recognition – Revenue is recognized when architectural woodwork services are completed provided collection from the customer of the resulting receivable is probable.
Comprehensive Income (Loss) - The Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements.
Loss Per Share - The Company reports loss per share in accordance with Statement of Financial Accounting Standard (SFAS) No.128. This statement requires dual presentation of basic and diluted earnings (loss) with a reconciliation of the numerator and denominator of the loss per share computations. Basic earnings per share amounts are based on the weighted average shares of common outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. There were no adjustments required to net loss for the period presented in the computation of diluted earnings per share. There were no common stock equivalents necessary for the computation of diluted loss per share.
Long-Lived Assets - In accordance with SFAS No. 144, the Company reviews and evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, including those noted above, the Company compares the assets’ carrying amounts against the estimated undiscounted cash flows to be generated by those assets over their estimated useful lives. If the carrying amounts are greater than the undiscounted cash flows, the fair values of those assets are estimated by discounting the projected cash flows. Any excess of the carrying amounts over the fair values are recorded as impairments in that fiscal period.
Property and Equipment - Property and equipment is stated at cost. Depreciation is provided by the straight-line method over the estimated economic life of the property and equipment remaining from three to seven years.
When assets are sold or retired, their costs and accumulated deprecation are eliminated from the accounts and any gain or loss resulting from their disposal is included in the statement of operations.
The Company recognizes an impairment loss on property and equipment when evidence, such as the sum of expected future cash flows (undiscounted and without interest charges), indicates that future operations will not produce sufficient revenue to cover the related future costs, including depreciation, and when the carrying amount of the asset cannot be realized through sale. Measurement of the impairment loss is based on the fair value of the assets.
GARMAN CABINET & MILLWORK, INC.
NOTES TO FINANCIAL STATEMENTS
For the Three and Nine Months Ended September 30, 2009 and 2008
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Risk and Uncertainties - The Company is subject to risks common to companies in the service industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel.
Share-Based Payments - The Company accounts for share-based compensation using the fair value method of Financial Accounting Standard No. 123R. Common shares issued for services rendered by a third party (both employees and non-employees) are recorded at the fair value of the shares issued or services rendered, whichever is more readily determinable. The Company accounts for options and warrants under the same authoritative guidance using the Black-Scholes Option Pricing Model.
Advertising Costs - Advertising costs are expensed as incurred. The Company does not incur any direct-response advertising costs.
Recent Accounting Pronouncements - In May 2008, FASB issued FASB Staff Position (“FSP”) APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, “Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants.” Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. We will adopt FSP APB 14-1 beginning in the first quarter of 2009, and this standard must be applied on a retrospective basis. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
In April 2008, the FASB issued FSP No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142, “Goodwill and Other Intangible Assets”. This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. FSP 142-3 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
Recent Accounting Pronouncements (cont.) - In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of non-governmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
In March 2008, the FASB issued FASB Statement No. 161 ("SFAS 161"), "Disclosures about Derivative Instruments and Hedging Activities". SFAS 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities" and how derivative instruments and related hedged items affect a company's financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations.
In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - An amendment of ARB No. 51”.SFAS 160 requires companies with noncontrolling interests to disclose such interests clearly as a portion of equity but separate from the parent’s equity. The noncontrolling interest’s portion of net income must also be clearly presented on the Income Statement. SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations.
In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141,(revised 2007), “Business Combinations”. SFAS 141 (R) applies the acquisition method of accounting for business combinations established in SFAS 141 to all acquisitions where the acquirer gains a controlling interest, regardless of whether consideration was exchanged. Consistent with SFAS 141, SFAS 141 (R) requires the acquirer to fair value the assets and liabilities of the acquiree and record goodwill on bargain purchases, with main difference the application to all acquisitions where control is achieved. SFAS 141 (R) is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations.
NOTE 2 INCOME TAXES
At September 30, 2009, the Company had federal and state net operating loss carry forwards of approximately $353,000 that expire in various years through the year 2022.
Due to operating losses, there is no provision for current federal or state income taxes for the three and nine months ended September 30, 2009 and 2008.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.
The Company’s deferred tax asset at September 30, 2009 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $141,000 less a valuation allowance in the amount of approximately $141,000. Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased by approximately $94,000 and $71,000 for the nine months ended September 30, 2009 and 2008, respectively.
The Company’s total deferred tax asset as of September 30, 2009 is as follows:
Net operating loss carry forwards $ 141,000
Valuation allowance (141,000)
Net deferred tax asset $ --
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The reconciliation of income taxes computed at the federal and state statutory income tax rate to total income taxes for the nine months ended September 30, 2009 and 2008 is as follows:
Income tax computed at the federal statutory rate 34%
Income tax computed at the state statutory rate 5%
Valuation allowance (39%)
Total deferred tax asset 0%
GARMAN CABINET & MILLWORK, INC.
NOTES TO FINANCIAL STATEMENTS
For the Three and Nine Months Ended September 30, 2009 and 2008
NOTE 3 CAPITAL STOCK
The Company is authorized to issue 100,000,000 common shares at $.0001 par value per share.
During the nine months ended September 30, 2008, the Company enacted a ten thousand for one forward stock split. The effects of this split are retroactively reflected in the financial statements as of the beginning of the period.
NOTE 4 INCOME (LOSS) PER SHARE
Income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Basic and diluted income (loss) per share was the same for the nine months ended September 30, 2009 and 2008.
NOTE 5 SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental disclosures of cash flow information for the nine months ended September 30, 2009 and 2008 are summarized as follows:
Cash paid during the period for interest and income taxes:
2009 2008
Income Taxes $ -- $ --
Interest $5,104 $2,451
NOTE 6 GOING CONCERN AND UNCERTAINTY
The Company has suffered recent losses from operations since inception. In addition, the Company has recently generated a negative internal cash flow from its business operations. These factors raise substantial doubt as to the ability of the Company to continue as a going concern.
Management’s plans with regard to these matters encompass the following actions: 1) obtain funding from new investors to alleviate the Company’s working deficiency, and 2) implement a plan to generate sales. The Company’s continued existence is dependent upon its ability to resolve it liquidity problems and increase profitability in its current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.
NOTE 7 LEASE COMMITMENTS AND RELATED PARTY TRANSACTIONS
The Company has four operating lease agreements at various rates with unrelated parties. The leases all expire in 2008 and, therefore, no future minimum lease commitment exists beyond one year.
The Company leases approximately 2,000 square feet of space for its corporate headquarter offices. The Company also leases three residences which are used for employee housing.
NOTE 8 BANK LINE OF CREDIT PAYABLE
The Company has a bank line of credit payable to an unrelated banking institution bearing annual interest of 1% above the Wall Street Journal prime rate or 7% as of September, 2009, secured by machinery and equipment with a net book value of approximately $36,901 at September 30, 2009. The bank line of credit was originally for $125,000 in maximum borrowings available and consists of no specific monthly payments of principal and interest due to the nature of the line. The principal maturity was originally November, 2008 but the line of credit was extended for an additional one year. The line of credit is dated November 2, 2007 and is guaranteed by two of the Company’s officers and directors.
Principal maturities of the bank note payable as of September 30, 2009 for the next five years and thereafter are as follows:
2009 $ 123,449
Total $ 123,449
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Management’s Discussion and Analysis contains various “forward looking statements” regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this 10Q, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to “anticipates”, “believes”, “plans”, “expects”, “future” and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company’s business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.
Management’s Discussion and Analysis of Results of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the financial statements included herein.
Business Model
Garman Cabinet & Millwork, Inc.’s mission is to provide the best quality of architectural woodwork installation to meet its clients’ needs and deadlines. The Company focuses on providing superior, reasonably priced architectural woodwork installation as well as unparalleled customer service and commitment.
We generate our business by providing superior, reasonably priced architectural woodwork installation as well as unparalleled customer service and commitment. The Company targets clients throughout the construction industry whether it is the general contractor, architect, woodwork manufacturer or directly to the owner. No job is too large or too small. Garman Cabinet & Millwork, Inc. is set apart from other companies in that it is able to control all of the steps involved with estimation, pricing, and the quality of the installation. The Company offers superior knowledge of the customers’ needs and desires. Customer service and satisfaction is the Company’s number one priority and is monitored from start to finish.
Our services include a broad range of products from varied materials in the execution of architectural woodwork. This includes installation services such as high end architectural wood, specialty items, custom furniture, panels, trim, casework, doors, jambs, solid surfaces, elevator cab interiors, stairways, and columns. We have the expertise and capability to install all of these items to the highest AWI standards. Garman Cabinet & Millwork has managed and installed a vast variety of woodwork for small and large companies such as Southern Architectural Woodwork, RT Dooley, Craftsmanship Unlimited, Fetzers Woodwork, Wachovia, Bank of America, Four Season’s Resort, Atlantis Hotel & Casino and many other high profile clients. The Company also provides services and products to smaller companies and individuals.
We are headquartered in Denver, North Carolina and seek to enhance stockholder value by building brand awareness and recognition of our high quality products and services.
Plan of Operation
We plan to raise additional funds through joint venture partnerships, project debt financings or through future sales of our common stock, until such time as our revenues are sufficient to meet our cost structure, and ultimately achieve profitable operations. There is no assurance that we will be successful in raising additional capital or achieving profitable operations. Our financial statements do not include any adjustments that might result from the outcome of these uncertainties. We will need financing within 12 months to execute our business plan.
For the next 12 months, our Plan of Operations is as follows:
| · | Establish Garman Cabinet & Millwork, Inc. as the first and only destination of choice for retailers, manufacturers, builders and individuals. |
| · | Establish a more prominent identity in the local market through aggressive marketing. |
| · | Establish an excellent reputation in the community through superior customer service and installation. |
| · | Establish professional relationships with local and regional clients. |
| · | Develop and maintain extraordinary relationships with retail merchandisers, manufacturers and contractors through superior service and quality installation resulting in word-of-mouth advertising. |
| · | Continuously service existing customer base. |
| · | Continuously update our internet website: www.garmanmillwork.net. |
| · | Advertise aggressively on the internet using search engine marketing. |
| · | Continuously update equipment to meet demands of customers. |
| · | Hire additional project managers and one additional estimator. |
| · | Continue to build our installation team and office staff. |
| · | Open a facility to house our office, equipment and material. |
| · | Update the training of our existing installation team and hire additional installers to help meet the needs of our clients. |
We are currently improving our installation skills and strengthening our industry relationships.
Major ongoing Tasks:
— building and strengthening professional relationships,
— building and strengthening customer relationships,
— seeking investors,
— continue with improving our installation skills.
RESULTS OF OPERATIONS – FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
Revenues
We had revenues of $53,171 for the three months ended September 30, 2009 compared with $317,092 for the three months ended September 30, 2008. The decrease in revenues is attributable to a decrease in project work in the three months ended September 30, 2009 compared to the prior three months ended September 30, 2008.
We had revenues of $297,695 for the nine months ended September 30, 2009 compared with $908,513 for the nine months ended September 30, 2008. The decrease in revenues is attributable to a decrease in project work in the nine months ended September 30, 2009 compared to the prior nine months ended September 30, 2008.
Cost of Good Sold
We had cost of goods sold of $28,950 or 54.45% of sales for the three months ended September 30, 2009 compared with $171,495 or 54.08% for the three months ended September 30, 2008. The amount decrease in cost of good sold is attributable to a decrease in project work in the three months ended September 30, 2009 compared to the prior three months ended September 30, 2008. The percentage of sales for cost of goods sold remained constant.
We had cost of goods sold of $164,451 or 55.24% of sales for the nine months ended September 30, 2009 compared with $491,854 or 54.14% for the nine months ended September 30, 2008. The amount decrease in cost of good sold is attributable to a decrease in project work in the nine months ended September 30, 2009 compared to the prior nine months ended September 30, 2008. The percentage of sales for cost of goods sold remained fairly constant.
Operating Expenses
We had operating expenses of $58,760 for the three months ended September 30, 2009 compared with $186,469 for the three months ended September 30, 2008. The decrease in operating expenses is attributable to a decrease in selling, general and administrative support staff in the three months ended September 30, 2009 compared to the prior three months ended September 30, 2008.
We had operating expenses of $312,213 for the nine months ended September 30, 2009 compared with $485,881 for the nine months ended September 30, 2008. The decrease in operating expenses is attributable to an overall decrease in project work additionally offset by a decrease in selling, general and administrative support staff in the nine months ended September 30, 2009 compared to the prior three months ended September 30, 2008.
Other Expenses
We had an interest expense of $1,894 for the three months ended September 30, 2009 compared with $1,751 for the three months ended September 30, 2008. This was attributable to an incurrence of a bank loan toward the end of the prior year.
We had an interest expense of $5,104 for the nine months ended September 30, 2009 compared with $2,451 for the nine months ended September 30, 2008. This was attributable to an incurrence of a bank loan toward the end of the prior year.
Liquidity and Capital Resources
We had $29,432 cash on hand for the nine months ended September 30, 2009 compared to $13,774 cash for the nine months ended September 30, 2008. We will be required to raise capital on an ongoing basis. Most recently we raised funds from unrelated accredited investors through private placements of common stock. In the future we will potentially need to raise capital to sustain operations through this channel.
Net cash provided by (used in) operations for the nine months ended September 30, 2009 and 2008 was $(59,996) and $(48,554), respectively. A net loss of $184,073 and $71,673 less decrease in accounts payable of $48,477 and $14,186 for the nine months ended September 30, 2009 and 2008, respectively, are the main reasons for the net cash usages in both periods. Also, for the nine months ended September 30, 2009, we recorded a prepaid expense in the amount of $66,667.
During the nine months ended September 30, 2009 and 2008, we used cash in investing activities of $0 and $(647), respectively for the purchase of fixed assets.
Net cash provided by financing activities for the nine months ended September 30, 2009 and 2008 was $31,010 and $73,236, respectively. This is attributable to the borrowings from a bank note payable. Also, for the nine months ended September 30, 2009, we had proceeds from stockholder loans in the amount of $15,000.
The information to be reported under this item is not required of smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the specified time periods. Our Chief Executive Officer and its Chief Financial Officer (collectively, the “Certifying Officers”) are responsible for maintaining our disclosure controls and procedures. The controls and procedures established by us are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.
As of the end of the period covered by this report, the Certifying Officers evaluated the effectiveness of our disclosure controls and procedures. Based on the evaluation, the Certifying Officers concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure.
The Certifying Officers have also concluded, based on their evaluation of our controls and procedures that as of September 30, 2009, our internal controls over financial reporting are effective and provide a reasonable assurance of achieving their objective.
The Certifying Officers have also concluded that there was no change in our internal controls over financial reporting identified in connection with the evaluation that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 4T. CONTROLS AND PROCEDURES
(a) Conclusions regarding disclosure controls and procedures. Disclosure controls and procedures are the Company’s controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management is responsible for establishing and maintaining adequate internal control over financial reporting.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Exchange Act as of September 30, 2009, and, based on their evaluation, as of the end of such period, the our disclosure controls and procedures were effective as of the end of the period covered by the Quarterly Report,
(b) Management’s Report On Internal Control Over Financial Reporting. It is management’s responsibilities to establish and maintain adequate internal controls over the Company’s financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers and effected by the issuer’s management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; and
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management of the issuer; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.
As of the end of the period covered by the Quarterly Report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our internal control over financial reporting.
Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, internal controls over financial reporting were effective as of the end of the period covered by the Report.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
This Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Quarterly Report.
(c) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
We are not aware of any pending or threatened legal proceedings, in which we are involved. In addition, we are not aware of any pending or threatened legal proceedings in which entities affiliated with our officers, directors or beneficial owners are involved.
ITEM 1A. RISK FACTORS
The information to be reported under this item has not changed since the previously filed S-1 and 10Q for the period ending March 31, 2009.
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.
None.
ITEM 6. EXHIBITS
| (1) | Exhibits: Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits beginning on page 23 of this Form 10-Q, which is incorporated herein by reference. |
Reports on Form 8-K filed
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| | | |
| | GARMAN CABINET & MILLWORK, INC. |
| | | |
| Date: November 12, 2009 | By: | /s/ Valerie Garman |
| | Valerie Garman President , Chief Executive Officer |
| Exhibit No. | | Description |
31.1 | | |
| 31.2 | | |
| | | |
32.1 | | |
| 32.2 | | |
