UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2012
| o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from ______________ to _____________
Commission file number 333-177792
SSTL, INC.
(Exact name of small business issuer as specified in its charter)
| Nevada | 20-4168979 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
Jason White, Chief Executive Officer
128 Commercial Dr. Mooresville, NC
(Address of principal executive offices)
(804).306.8217
(Issuer’s telephone number)
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issues (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YesS 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 (§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).
YesT No£
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yeso Nox
APPLICABLE ONLY TO CORPORATE ISSUES
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
As of August 6, 2012, there was no public trading market for the registrant’s common stock. There were 16,254,167 shares of the registrant’s common stock, $0.001 par value per share, outstanding on August 6, 2012.
Indicate by check mark whether the Registrant is a large accelerated filer, an accredited filer, a non-accredited filer, (or a smaller reporting company in Rule 12b-2 of the Exchange Act.(check one)
| Large Accredited filer£ | Accelerated filer£ |
| Non-accredited filer£ | Smaller reporting companyS |
SSTL, Inc
TABLE OF CONTENTS
| Page | |||
| Part I FINANCIAL INFORMATION | |||
| Item 1. | Condensed Financial Statements: | ||
| Condensed Balance Sheets at June 30, 2012 (unaudited) and December 31, 2011 (audited) | |||
| Condensed Statements of Cash Flows for the six months ended June 30, 2012, and for the period from November 10, 2010 (inception) through June 30, 2012 (unaudited) | |||
| Notes to Condensed Financial Statements (unaudited) | |||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||
| Part II OTHER INFORMATION | |||
| Item 1. | Legal Proceedings | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | ||
| Item 4. | Controls and Procedures | ||
| Item 6. | Exhibits | ||
| Signatures | |||
PART I – FINANCIAL INFORMATION
ITEM 1. Financial Statements
SSTL, INC.
FINANCIAL STATEMENTS
(Unaudited)
Quarter Ended June 30, 2012
SSTL, Inc.
Financial Statements
(Unaudited)
TABLE OF CONTENTS
| Page | ||
| FINANCIAL STATEMENTS | ||
| Balance sheets | 1 | |
| Statements of operation | 2 | |
| Statements of cash flows | 3 | |
| Notes to financial statements | 6 |
| SSTL, Inc. | |||||||||||
| (A Development Stage Company) | |||||||||||
| BALANCE SHEETS | |||||||||||
| June 30, 2012 | ||||||||
| Dec. 31, 2011 | (Unaudited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 5,047 | $ | 28,721 | ||||
| Accounts receivable | 15,000 | - | ||||||
| Total current assets | 20,047 | 28,721 | ||||||
| Fixed assets - net | 239,861 | 197,361 | ||||||
| Total Assets | $ | 259,908 | $ | 226,082 | ||||
| LIABILITIES & STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 1,179 | $ | - | ||||
| Related party payable | 35,000 | - | ||||||
| Accrued interest payable | 931 | 5,294 | ||||||
| Note payable - current | 100,000 | 200,000 | ||||||
| Total current liabilties | 137,110 | 205,294 | ||||||
| Total Liabilities | $ | 137,110 | $ | 205,294 | ||||
| Stockholders' Equity | ||||||||
| Preferred stock, $.001 par value; | ||||||||
| 25,000,000 shares authorized; | ||||||||
| none issued and outstanding | - | - | ||||||
| Common stock, $.001 par value; | ||||||||
| 100,000,000 shares authorized; | ||||||||
| 16,254,167 shares issued and outstanding | 16,254 | 16,254 | ||||||
| Additional paid in capital | 419,496 | 419,496 | ||||||
| Deficit accumulated during the | ||||||||
| development stage | (312,952 | ) | (414,962 | ) | ||||
| Total Stockholders' Equity | 122,798 | 20,788 | ||||||
| Total Liabilities and Stockholders' Equity | $ | 259,908 | $ | 226,082 | ||||
The accompanying notes are an integral part of the financial statements.
| 1 |
| SSTL, Inc. | ||||||||||||||
| (A Development Stage Company) | ||||||||||||||
| STATEMENTS OF OPERATIONS | ||||||||||||||
| Period From | ||||||||||||||||||||
| Nov. 10, 2010 | ||||||||||||||||||||
| (Inception) | ||||||||||||||||||||
| For the Three Months Ending | For the Six Months Ending | To | ||||||||||||||||||
| June 30, 2012 | June 30, 2011 | June 30, 2012 | June 30, 2011 | June 30, 2012 | ||||||||||||||||
| Revenues | $ | 30,000 | $ | - | $ | 30,000 | $ | - | $ | 45,000 | ||||||||||
| Operating expenses: | ||||||||||||||||||||
| Amortization & depreciation | 21,250 | 19,861 | 42,500 | 32,639 | 117,639 | |||||||||||||||
| General and administrative | 22,329 | 14,534 | 80,764 | 19,709 | 348,997 | |||||||||||||||
| 43,579 | 34,395 | 123,264 | 52,348 | 466,636 | ||||||||||||||||
| Gain (loss) from operations | (13,579 | ) | (34,395 | ) | (93,264 | ) | (52,348 | ) | (421,636 | ) | ||||||||||
| Other income (expense): | ||||||||||||||||||||
| Insurance income | - | - | - | - | 19,077 | |||||||||||||||
| Interest expense | (4,363 | ) | (319 | ) | (8,746 | ) | (630 | ) | (12,403 | ) | ||||||||||
| (4,363 | ) | (319 | ) | (8,746 | ) | (630 | ) | 6,674 | ||||||||||||
| Income (loss) before | ||||||||||||||||||||
| provision for income taxes | (17,942 | ) | (34,714 | ) | (102,010 | ) | (52,978 | ) | (414,962 | ) | ||||||||||
| Provision for income tax | - | - | - | - | - | |||||||||||||||
| Net income (loss) | $ | (17,942 | ) | $ | (34,714 | ) | $ | (102,010 | ) | $ | (52,978 | ) | $ | (414,962 | ) | |||||
| Net income (loss) per share | ||||||||||||||||||||
| (Basic and fully diluted) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||
| Weighted average number of | ||||||||||||||||||||
| common shares outstanding | 16,254,167 | 9,766,667 | 16,254,167 | 7,325,000 | ||||||||||||||||
The accompanying notes are an integral part of the financial statements.
| 2 |
| SSTL, Inc. | ||||||||||||||
| (Development Stage Company) | ||||||||||||||
| STATEMENTS OF STOCKHOLDERS' EQUITY | ||||||||||||||
| Deficit | ||||||||||||||||||||
| Accumulated | ||||||||||||||||||||
| Common Stock | During The | Stock- | ||||||||||||||||||
| Amount | Additional | Development | holders' | |||||||||||||||||
| Shares | ($.001 Par) | Paid in Capital | Stage | Equity | ||||||||||||||||
| Balances at November 10, 2010 | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
| Shares issued for cash | 100,000 | 100 | 900 | - | 1,000 | |||||||||||||||
| Shares issued for assets | 9,666,667 | 9,667 | 280,333 | - | 290,000 | |||||||||||||||
| Capital contributions - related party | - | - | 5,000 | - | 5,000 | |||||||||||||||
| Net income (loss) for the period | (18,556 | ) | (18,556 | ) | ||||||||||||||||
| Balances at March 31, 2011 | 9,766,667 | $ | 9,767 | $ | 286,233 | $ | (18,556 | ) | $ | 277,444 | ||||||||||
| Shares issued for cash | 1,787,500 | 1,787 | 33,963 | - | 35,750 | |||||||||||||||
| Shares issued for services | 4,700,000 | 4,700 | 99,300 | - | 104,000 | |||||||||||||||
| Net income (loss) for the period | (294,396 | ) | (294,396 | ) | ||||||||||||||||
| Balances at December 31, 2011 | 16,254,167 | $ | 16,254 | $ | 419,496 | $ | (312,952 | ) | $ | 122,798 | ||||||||||
| Net income (loss) for the period | (84,068 | ) | (84,068 | ) | ||||||||||||||||
| Balances at March 31, 2012 | 16,254,167 | $ | 16,254 | $ | 419,496 | $ | (397,020 | ) | $ | 38,730 | ||||||||||
| Net income (loss) for the period | (17,941 | ) | (17,941 | ) | ||||||||||||||||
| Balances at June 30, 2012 | 16,254,167 | $ | 16,254 | $ | 419,496 | $ | (414,961 | ) | $ | 20,789 | ||||||||||
The accompanying notes are an integral part of the financial statements.
| 3 |
| SSTL, Inc. | ||||||||||||
| (A Development Stage Company) | ||||||||||||
| STATEMENTS OF CASH FLOWS | ||||||||||||
| (Unaudited) | ||||||||||||
| Period From | ||||||||||||
| Nov. 10, 2010 | ||||||||||||
| (Inception) | ||||||||||||
| For the Six Months Ending | To | |||||||||||
| June 30, 2012 | June 30, 2011 | June 30, 2012 | ||||||||||
| Cash Flows From Operating Activities: | ||||||||||||
| Net income (loss) | $ | (102,010 | ) | $ | (52,978 | ) | $ | (414,962 | ) | |||
| Adjustments to reconcile net loss to | ||||||||||||
| net cash provided by (used for) | ||||||||||||
| operating activities: | ||||||||||||
| Amortization & depreciation | 42,500 | 32,639 | 117,639 | |||||||||
| Accounts receivable | 15,000 | - | - | |||||||||
| Compensatory stock issuances | - | - | 104,000 | |||||||||
| Accrued payables | 3,184 | 1,944 | 40,294 | |||||||||
| Net cash provided by (used for) | ||||||||||||
| operating activities | (41,326 | ) | (18,395 | ) | (153,029 | ) | ||||||
| Cash Flows From Investing Activities: | ||||||||||||
| Fixed assets | - | - | (25,000 | ) | ||||||||
| Net cash provided by (used for) | ||||||||||||
| investing activities | - | - | (25,000 | ) | ||||||||
(Continued on Following Page)
The accompanying notes are an integral part of the financial statements.
| 4 |
| SSTL, Inc. | ||||||||||||
| (A Development Stage Company) | ||||||||||||
| STATEMENTS OF CASH FLOWS | ||||||||||||
| (Unaudited) | ||||||||||||
| (Continued From Previous Page) | ||||||||||||
| Period From | ||||||||||||
| Nov. 10, 2010 | ||||||||||||
| (Inception) | ||||||||||||
| For the Six Months Ending | To | |||||||||||
| June 30, 2012 | June 30, 2011 | June 30, 2012 | ||||||||||
| Cash Flows From Financing Activities: | ||||||||||||
| Note payable - borrowings | 75,000 | 60,000 | 225,000 | |||||||||
| Note payable - payments | (10,000 | ) | - | (60,000 | ) | |||||||
| Issuance of stock for cash | - | 1,000 | 36,750 | |||||||||
| Paid in capital | - | 5,000 | 5,000 | |||||||||
| Net cash provided by (used for) | ||||||||||||
| financing activities | 65,000 | 66,000 | 206,750 | |||||||||
| Net Increase (Decrease) In Cash | 23,674 | 47,605 | 28,721 | |||||||||
| Cash At The Beginning Of The Period | 5,047 | - | - | |||||||||
| Cash At The End Of The Period | $ | 28,721 | $ | 47,605 | $ | 28,721 | ||||||
| Schedule Of Non-Cash Investing And Financing Activities | ||||||||||||
| Common stock issued for assets | $ | - | $ | - | $ | 290,000 | ||||||
| Supplemental Disclosure: | ||||||||||||
| Cash paid for interest | $ | 4,383 | $ | 630 | $ | 7,109 | ||||||
| Cash paid for income taxes | $ | - | $ | - | $ | - | ||||||
The accompanying notes are an integral part of the financial statements.
| 5 |
SSTL, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SSTL, Inc. (the “Company”) was incorporated in the State of Nevada on November 10, 2010. The Company designs and assembles motorsport racing vehicles for its own use, and plans to compete in organized racing events. The Company has currently only conducted limited activities and is considered to be in the development stage.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Accounts receivable
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.
Property and equipment
Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life.
| 6 |
SSTL, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Revenue recognition
Revenue is recognized on an accrual basis as earned under contract terms.
Advertising costs
Advertising costs are expensed as incurred.
Income tax
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. 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.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.
Financial Instruments
The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheets, approximates fair value.
Long-Lived Assets
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.
| 7 |
SSTL, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Stock based compensation
The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.
| 8 |
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011
Revenues
Total revenues for the three months ended June 30, 2012 were $30,000 compared to $0 for the same period ending June 30, 2011, representing an increase over the same period in 2011. The increase in revenue for the period was due to receipts for the rental of race trucks, for use in NASCAR Camping World Series events during the period. .
Cost of Revenues
There were no costs of revenues for the three months ended June 30, 2012 or the three months ended June 30, 2011.
Operating Expenses
Operating expenses for the three months ended June 30, 2012 were $43,579 or 145% of revenue compared to $34,395 with 0% of revenue for the same period ended June 30, 2011. The increase was due to an overall increase in general and administrative expenses, including $1,160 in transfer agent expenses, $3,475 for legal and $5,050 for accounting. Depreciation and amortization expenses for the three months ended June 30, 2012 was $21,250 or 71% of revenue compared to $19,861 with no revenue for the same period in 2011.
Interest and Financing Costs
Interest and financing costs for the three months ended June 30, 2012 were ($4,363) or 15% of revenue compared to ($319) with $0 revenue for the period ended June 30, 2011. The increase for the three months period ended June 30, 2012 as compared to the same period in 2011 was due to a increase in the amount of funds loaned to the Company through its Line of Credit and increase in the overall indebtedness of the Company.
Other Non-operating Income
The Company had non-operating income for the three month ended June 30, 2012 of $0 compared to nil for the same period in 2011.
Net Loss
Net loss for the three months ended June 30, 2012 was $(17,942) or 60% of revenue compared to a net loss of $(34,714) with $0 revenue for the same period ended June 30, 2011. The decrease in the net loss for this period in 2012 is due to an increase in the revenues of the company. .
Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011
| 9 |
Revenues
Total revenues for the six months ended June 30, 2012 were $30,000 compared to $0 revenues for the same period ending June 30, 2011, representing an increase from the same period in 2011. The increase in revenue for the six months ended June 30, 2012 was primarily a result of an increase in the revenue from leasing of race equipment, specifically NASCAR Camping World Series trucks.
Cost of Revenues
There were no costs of revenues for the six months ended June 30, 2012 or the six months ended June 30, 2011.
Operating Expenses
Operating expenses for the six months ended June 30, 2012 were $123,264 or 410% of revenue compared to $52,348 with no revenue for the same period ended June 30, 2011. The increase in operating expenses was due to an overall increase in general and administrative expenses, including accounting expenses, legal expenses, transfer agent fees and filing fees. Depreciation and amortization expenses for the six months ended June 30, 2012 was $42,500 or 141% of revenue, compared to $32,639 or 108% of revenue for the same period in 2011.
Interest and Financing Costs
Interest and financing costs for the six months ended June 30, 2012 were ($8,746) or 29% of revenue compared to ($630) with no revenue for the period ended June 30, 2011. The increase for the six months period ended June 30, 2012 as compared to the same period in 2011 was due to a increase in the overall indebtedness of the Company.
Other Non-operating Income
The Company had no non-operating income for the six month periods ended June 30, 2012 and 2011.
Net Loss
Net loss for the six months ended June 30, 2012 was $(102,010) or 340% of revenue compared to $(52,978) or 176% of revenue for the same period ended June 30, 2011. The increase in the net loss for this period in 2012 is due to a increase in general and administrative costs, specifically legal and accounting costs and start-up company expenses.
LIQUIDITY AND CAPITAL RESOURCES
Cash
Our primary source of liquidity is cash provided by operating, investing, and financing activities. Net cash used in operations for the six months ended June 30, 2012 was $41,326 as compared to $18,395 for the period ended June 30, 2011. During the six months ended June 30, 2012 we used $41,326 in cash from operating activities.
Liquidity
The accompanying consolidated financial statements have been prepared assuming that the company will continue as a going concern. The Company incurred a net loss of $(102,010) and utilized cash in operating activities of $(41,326) during the six months ended June 30, 2012. These matters raise substantial doubt about the Company’s ability to continue as a going concern. As of June 30, 2012 the Company had assets that exceeded liabilities by $20,788.
| 10 |
The Company’s source of cash is from rental revenue and from its line of credit. The Company will continue to explore other sources of capital to expand and fund its operations.
Cash Flows for the Six Months Ended June 30, 2012.
Operating activities for the six months ended June 30, 2012 produced no cash. The accounts receivable for the Company is currently $0. As of June 30, 2012 accounts payable decreased to $0 compared to $1,179 for the same period in 2011. Depreciation and amortization for the six months ended June 30, 2012 totaled$42,500, an increase of $9,861 from a total of $32,639 for the same period in 2011. There were no prepaid expenses for the period.
Net cash provided by financing activities was $65,000 for the six months ended June 30, 2012, compared to $66,000 for the same period of 2011. There was a net increase in cash of $23,674 for the six months ended June 30, 2012, as compared to $47,605 in cash for the same period in 2011.
Stockholder Matters
Stockholder’s equity was $20,788 on June 30, 2012, or $ 0.001 per share outstanding. As of June 30, 2011 stockholder’s equity was $122,798 or $ 0.008 per share outstanding.
PART II – OTHER INFORMATION
ITEM 1. Legal Proceedings
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or material pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the six months ended June 30, 2012, the Company did not sell or issue any shares .
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.
As a “smaller reporting company,” we are not required to provide the information under this Item 3.
ITEM 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) required by Securities Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer/Chief Financial Officer has concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.
(b) Changes in internal controls. There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 11 |
ITEM 6. Exhibits
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K
| SEC Ref. No. | Title of Document | |
| 31.1 | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32.1 | Certification of the Principal Executive Officer pursuant to U.S.C. pursuant to Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 32.2 | Certification of the Principal Financial Officer pursuant to U.S.C. pursuant to Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
* Filed herewith.
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SSTL, INC.
August 6, 2012
By:/s/ Jason White
Jason White
Chief Executive Officer
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