U.S. SECURITIES AND EXCHANGE COMMISSION Form 10-Q |
Mark One
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File No. 333-165091
SELGA INC.
(Exact name of registrant as specified in its charter)
Nevada | 5500 | 27-1368734 |
(State or jurisdiction of incorporation | Primary Standard Industrial | IRS Employer |
3201 Henderson Mill Rd., #27D
Atlanta ,Georgia 30341
(Address of principal executive offices)
(404) 312-7816
(Issuer’s telephone number)
Indicate by checkmark whether the issuer: (1) has 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[ ]
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Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.
N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes[ ] No[ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
Class | Outstanding as of August 16, 2010 |
Common Stock, $0.001 | 12,430,000 |
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SELGA INC.
Form 10-Q
Part 1 | FINANCIAL INFORMATION |
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Item 1 | 4 | |
| 4 | |
| 5 | |
| 6 | |
| 7 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 |
Item 3. | 13 | |
Item 4. | 13 | |
Part II. | OTHER INFORMATION |
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Item 1 | 14 | |
Item 2. | 14 | |
Item 3 | 14 | |
Item 4 | 14 | |
Item 5 | 14 | |
Item 6 | 15 | |
| Signatures | 15 |
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SELGA INC. (A Development Stage Company) Balance Sheets (Unaudited) | ||||||||||
Assets | ||||||||||
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| June 30, 2010 |
| December 31, 2009 | |||||
Current Assets |
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| Cash | $ | 18,077 | $ | 10,000 | |||||
| Inventory |
| 5,500 |
| - | |||||
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Total Current Assets |
| 23,577 | 10,000 | ||||||
Total Assets |
| $ | 23,577 | $ | 10,000 | |||||
Liabilities and Stockholders’ Equity (deficit) | ||||||||||
Current Liabilities |
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| Loan from Director | $ | 5,970 | $ | 170 | |||||
| Total Current Liabilities |
| 5,970 | 170 | ||||||
Stockholders’ Equity (deficit) |
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| Common stock, $0.001par value, 75,000,000 shares authorized; |
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| 11,690,000 shares issued and outstanding (December 31, 2009 - 10,000,000) |
| 11,690 |
| 10,000 | |||||
| Additional paid-in-capital |
| 15,210 |
| - | |||||
| Deficit accumulated during the development stage |
| (9,293) |
| (170) | |||||
Total stockholders’ equity (deficit) |
| 17,607 |
| 9,830 | ||||||
Total liabilities and stockholders’ equity (deficit) | $ | 23,577 | $ | 10,000 | ||||||
| The accompanying notes are an integral part of these financial statements. | |||||||||
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SELGA INC. (A Development Stage Company) Statement of Operations (Unaudited) | |||||||
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Three Months Ended June 30, 2010 |
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Six Months Ended June 30, 2010 |
| From Inception on November 9, 2009 to June 30, 2010 | |
Expenses | |||||||
| General and Administrative Expenses | $ | 2,598 | $ | 9,123 | $ | 9,293 |
Net (loss) from Operation before Taxes |
| (2,598) |
| (9,123) |
| (9,293) | |
Provision for Income Taxes |
| 0 |
| 0 |
| 0 | |
Net (loss) | $ | (2,598) | $ | (9,123) | $ | (9,293) | |
(Loss) per common share – Basic and diluted | $ | (0.00) | $ | (0.00) |
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Weighted Average Number of Common Shares Outstanding |
| 10,411,538 |
| 10,206,906 |
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The accompanying notes are an integral part of these financial statements. | |||||||
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SELGA INC. (A Development Stage Company) Statement of Cash Flows (Unaudited) | ||||||||||
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| Six Months Ended June 30, 2010 |
| From Inception on November 9, 2009 to June 30, 2010 | ||||
Operating Activities |
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| Net (loss) |
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| $ | (9,123) | $ | (9,293) | |||
| Changes in operating assets and liabilities: |
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| Increase in inventory |
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| (5,500) |
| (5,500) | |||
| Net cash (used) for operating activities |
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| (14,623) |
| (14,793) | |||
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Investing Activities |
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| - |
| - | ||||
Financing Activities |
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| Loans from Director |
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| 5,800 |
| 5,970 | |||
| Sale of common stock |
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| 16,900 |
| 26,900 | |||
| Net cash provided by financing activities |
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| 22,700 |
| 32,870 | |||
Net increase (decrease) in cash and equivalents |
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| 8,077 |
| 18,077 | ||||
Cash and equivalents at beginning of the period |
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| 10,000 |
| 0 | ||||
Cash and equivalents at end of the period |
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| $ | 18,077 | $ | 18,077 | ||||
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| Supplemental cash flow information: |
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| Cash paid for: |
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| Interest | $ | - | $ | - | |||||
| Taxes | $ | - | $ | - | |||||
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Non-Cash Activities | $ |
| $ |
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The accompanying notes are an integral part of these financial statements. | ||||||||||
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SELGA INC.
(A Development Stage Company)
Notes To The Financial Statements
June 30, 2010
(Unaudited)
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Selga Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on November 9, 2009. The Company is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 918 “Development Stage Entities” and intends to commence operations in the business of exporting new and used cars from United States to South America, Europe and Africa. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, November 9, 2009 through June 30, 2010 the Company has accumulated losses of $9,293. Operating results for the six months ended June 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.
NOTE 2 - GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $9,293 as of June 30, 2010 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
Use of Estimates and Assumptions
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 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. Actual results could differ from those estimates.
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SELGA INC.
(A Development Stage Company)
Notes To The Financial Statements
June 30, 2010
(Unaudited)
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
Foreign Currency Translation
The Company's functional currency and its reporting currency is the United States dollar.
Financial Instruments
The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments.
Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with FASB ASC 718 “Compensation-Stock compensation”. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
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 assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with ASC 260,"Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.
Fiscal Periods
The Company's fiscal year end is December 31.
Recent Accounting Pronouncements
The Company management has reviewed recent accounting pronouncements issued through the date of the issuance of financial statements. In management’s opinion, except for those pronouncements detailed below, no other pronouncements apply or will have a material effect on the Company’s financial statements.
In May 2009, the FASB issued ASC 855 Subsequent Events, which establishes principles and requirements for subsequent events. In accordance with the provisions of ASC 855, the Company currently evaluates subsequent events through the date the financial statements issued.
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SELGA INC.
(A Development Stage Company)
Notes To The Financial Statements
June 30, 2010
(Unaudited)
NOTE 4 - COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share. On December 24, 2009, the Company issued 10,000,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $10,000. In May and June 2010, the Company issued 1,690,000 shares of common stock at a price of $0.01 per share for total cash proceeds of $16,900.
During the period November 9, 2009 (inception) to June 30, 2010, the Company sold a total of 11,690,000 shares of common stock for total cash proceeds of $26,900.
As of June 30, 2010 the Company had 11,690,000 shares of common stock issued and outstanding.
NOTE 5 - INCOME TAXES
As of June 30, 2010, the Company had net operating loss carry forwards of $9,293 that may be available to reduce future years’ taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
NOTE 6 - RELATED PARTY TRANSACTONS
On November 9, 2009, related party had loaned the Company $170. On January 27, 2010 related party had loaned the Company $5,800. These loans are non-interest bearing, due upon demand and unsecured. As of June 30, 2010, loan from director is $5,970.
On January 9th, 2010 the Company entered into Agreement with is Selga Auto LLC., which owned by the Company’s majority shareholder. Selga Inc will use Selga Auto LLC as its buying agent. According to this Agreement, the Company bought one used car of $5,500 in January, 2010.
NOTE 7 – SUBSEQUENT EVENTS
In July, 2010 the Company issued 740,000 shares of common stock at a price of $0.01 per share for total cash proceeds of $7,400. Since November 9, 2009 (inception), the Company sold a total of 12,430,000 shares of common stock for total cash proceeds of $34,300.
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FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
GENERAL
Selga Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on November 9, 2009. Our registration statement was filed with the Securities and Exchange Commission on February 26, 2010 and was declared effective on May 13, 2010.
CURRENT BUSINESS OPERATIONS
Selga Inc. started operations in the business of selling new and used automobiles on November 9, 2009. Our plan is to purchase cars at auctions and from private parties and resell them. We have developed our business plan, and entered into an agreement dated January 9, 2010, with Selga Auto LLC, an entity affiliated with our sole officer and director, Olegs Petusko. Under the terms of the agreement, Selga Auto LLC, for a term of six months, has agreed to act as our buying agent at two car auctions for a fee of $300 per each automobile purchased with Selga Auto LLC’s assistance. Selga Inc. has purchased one automobile to date. Additionally, on April 27, 2010, Selga Inc.’s agreement with Selga Auto LLC was amended to provide that, in the event that Selga Auto LLC and Selga Inc. bid for the purchase of the same automobile or otherwise compete, then Selga Auto LLC must immediately withdraw its bid and not compete with Selga Inc. for the purchase of such automobile and not otherwise compete with Selga Inc.
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RESULTS OF OPERATION
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Six Month Period Ended June 30, 2010 Compared to the period from Inception (November 9, 2009) to June 30, 2010
Our net loss for the six month period ended June 30, 2010 was $9,123 compared to a net loss of $9,293 during the period from inception ( November 9, 2009) to June 30, 2010. During the six month period ended June 30, 2010, we did not generate any revenue.
During the six month period ended June 30, 2010, we incurred general and administrative expenses of $9,123 compared to $9,293 incurred during the period from inception (November 9, 2009) to June 30, 2010. General and administrative expenses incurred during the six month period ended June 30, 2010 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.
The weighted average number of shares outstanding was 10,206,906 for the six month period ended June 30, 2010.
Three Month Period Ended June 30, 2010 Compared to the period from Inception (November 9, 2009) to June 30, 2010
Our net loss for the three month period ended June 30, 2010 was $2,598 compared to a net loss of $9,293 during the period from inception ( November 9, 2009) to June 30, 2010. During the three month period ended June 30, 2010, we did not generate any revenue.
During the three month period ended June 30, 2010, we incurred general and administrative expenses of $2,598 compared to $9,293 incurred during the period from inception (November 9, 2009) to June 30, 2010. General and administrative expenses incurred during the three month period ended June 30, 2010 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.
The weighted average number of shares outstanding was 10,411,538 for the three month period ended June 30, 2010.
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LIQUIDITY AND CAPITAL RESOURCES
Six Month Period Ended June 30, 2010
As at June 30, 2010, our current assets were $23,577 compared to $10,000 in current assets at December 31, 2009. As at the six month period ended June 30, 2010, current assets were comprised of $18,077 in cash and $5,500 in inventory. As at June 30, 2010, our current liabilities were $5,970. Current liabilities were comprised entirely of $5,970 in loan from director.
Stockholders’ equity increased from $9,830 as of December 31, 2009 to $17,607 as of June 30, 2010.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the six month period ended June 30, 2010, net cash flows used in operating activities was ($14,623) consisting of a net loss of $9,123 and increase of inventory of $5,500. Net cash flows used in operating activities was ($14,793) for the period from inception (November 9, 2009) to June 30, 2010.
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Cash Flows from Investing Activities
For the six month period ended June 30, 2010, we did not generate any cash flows from investing activities.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the six month period ended June 30, 2010, net cash flows from financing activities was $22,700 consisting of $5,800 loan from director and $16,900 received from proceeds from issuance of common stock. For the period from inception (November 9, 2009) to June 30, 2010, net cash provided by financing activities was $32,870 received from proceeds from issuance of common stock and loan from director.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further , such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
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OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our December 31, 2009 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No report required.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosurecontrols andprocedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure 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 Commission’s rules and forms. Disclosurecontrols andprocedures include, without limitation,controls andprocedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2010. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the six-month period ended June 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No report required.
ITEM 5. OTHER INFORMATION
No report required.
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ITEM 6. EXHIBITS
Exhibits:
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SELGA INC. |
Dated: August 16, 2010 | By: /s/ Olegs Petusko |
| Olegs Petusko, President and Chief Executive Officer and Chief Financial Officer |
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