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Item 2:
MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
About Infantly Available, Inc.
Infantly Available, Inc. ("Infantly", "the Company", “our” or "we") was incorporated in the State of Nevada on June 11, 2010 which intends to develop and distribute an organic clothing line designed for children. All our clothing will be made of only natural materials.
Plan of Operation
The Company has not yet generated any revenue from its operations. As of the fiscal quarter ended May 31, 2013 we had $3,780 of cash on hand. We incurred operating expenses in the amount of $3,835 and $14,984 in the three and nine months ended May 31, 2013. These operating expenses were comprised of professional fees and office and general expenses.
Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities. We have registered 3,000,000 of our common stock for sale to the public. Our registration statement became effective on May 25, 2012 and we are in the process of seeking equity financing to fund our operations over the next 12 months.
Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
If Infantly is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in Infantly having to seek capital from other resources such as debt financing, which may not even be available to the company. However, if such financing were available, because Infantly is a development stage company with no operations to date, it
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would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Infantly cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Infantly common stock would lose all of their investment.
After we have raised enough funds to start this plan of operations, we expect to generate revenues in a period of 12 months, after we accomplish the following steps:
Organic Apparel's Market Studies Acquisition and Analysis (month 1 and 2) – We plan to have a deeper market analysis to assess the right requirements for our organic apparel for children. Our objective is to define the market segmentation and requirements, including a portfolio on our organic apparel suited for children’s lifestyles and habits. We intend to contract a specialized company to do the research. Infantly’s president will be responsible for hiring such a company and she shall also be responsible for the interpretation and decision making after we have the research done. As of the date of this prospectus, we have not yet identified or contacted any possible research company. The Company believes that the ideal amount is $4,000 (100% of offered shares sold), but it is still viable to have a satisfactory research done with $1,200 (50% of offered shares sold). If we raise any lower amount, we intend to have a smaller research performed, which could give us some guidance for the next steps.
Legal and regulation studies of Organic Apparel matters (month 3) – After we have the Market Studies done, we plan to analyze legal and regulation requirements to comply with children’s apparel business. We shall verify certifications and government permissions to perform our b-usiness and how to get the certifications from green organizations which will identify us as an organic apparel company that is environmentally and socially responsible. The president will be responsible for this step and if necessary, to hire a third party lawyer for consultation. The Company believes that the ideal amount is $4,000 (100% of offered shares sold), but it possible to complete this task with $1,300 (50% of offered shares sold). If we raise a lower amount, we intend to try to comply with regulations on a smaller scope (municipal vs national or international).
Selections of suppliers and partnership, trademark or copyright protection (month 4 to 10) – With this step, we plan to finalize our product portfolio development: from the findings of the market studies and Legal and regulation studies of Organic Apparel, we intend to define a final portfolio suitable for our customers: colors, models, themes, fabric, among other characteristics. Considering the requirements found in our prior studies, we plan to select the appropriate suppliers, establish the partnership policy to align our business objectives and
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insure a dependable and long lasting business relationship with our possible partners and suppliers, including designers and tailors. We also plan to secure trademark protection or copyright protection of our intellectual property and products. The company’s president will be responsible for the tasks described above. The Company believes that the ideal amount is $5,000 (100% of offered shares sold), but it possible to complete this task with $2,000 (50% of offered shares sold). If we raise any lower amount, we intend to try to search for more affordable partners and have some sort of trademark or copyright protection, if possible.
We intend to negotiate a commission based on the sales with the designers. We plan on licensing various clothing designs from designers and find the suitable suppliers and tailors to produce the clothing.There are no arrangements, agreements or understandings with any designer, supplier or tailor and there is no assurance that we will be able to secure any deal with any possible partner.
Production of initial batch (month 10 to 12) – After we have successfully accomplished the steps above; we intend to start the production of our initial batch. This production will be made by a third party company/partner and has yet to be identified and hired. The Company believes that the ideal amount is $19,000 (100% of offered shares sold), but it possible to complete this task with $8,000 (50% of offered shares sold). If we raise any lower amount, we intend to produce what we can with the funds available.
Website Development (month 10 to 12) – Concurrently to the production of our initial batch, we intend to fully develop our website (www.infantlyavailable.com). Our president will be responsible in identifying and hiring a competent website developer that can ensure that our website will be SSL secured. As of the date of this prospectus, no website developer has been identified, contacted or hired and we have only created a website template that is not yet SSL secured. The Company believes that the ideal amount is $20,000 (100% of offered shares sold), but it possible to complete this task with $9,500 (50% of offered shares sold). If we raise any lower amount, we intend to develop a more basic website with the funds available.
Advertisement (month 11 to 12) – According to our market study results and portfolio developed from our prior steps described above, we intend to define the best channels to communicate and promote our products; select websites, magazines and advertising with specific “green” media groups, so we can reach our target audience and plan how to effectively use our budget for this action. The Company believes that the ideal amount is $8,000 (100% of offered shares sold), but it possible to complete this task with $1,500 (50% of offered shares sold). If we raise any lower amount, we intend to advertise on a lower number of websites, magazines and/or specific “green” media groups with the funds available, if any.
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Marketing is anticipated to be an ongoing matter that will continue during the life of our operations.
We do not currently have any employees and management does not plan to hire employees at this time. We do not expect the purchase or sale of any significant equipment and has no current material commitments.
Critical Accounting Policies
Based on the Company’s current level of limited operations and development stage status, the Company does not believe it has any critical accounting policies at this time.
Results of Operations – The Nine Months Ended May 31, 2013 compared to the Nine Months Ended May 31, 2012
Revenues
The Company did not recognize any revenue in each of the nine month periods ended May 31, 2013 and May 31, 2012.
General and Administrative
General and administrative expenses consist primarily of public company compliance expenses, including audit fee, accounting expenses and EDGAR services. General and administrative expenses for the three month period ended May 31, 2013 were $3,835, compared to $5,337 for the three month period ended May 31, 2012. The decrease was related to lower filing costs as there were fewer filings with the SEC in 2013.
General and administrative expenses for the nine month period ended May 31, 2013 were $14,984, compared to $14,347 for the nine month period ended May 31, 2012.
Other (Income) Expense
The Company did not incur any interest expense or earn any interest income for the three and nine month periods ended May 31, 2013 and May 31, 2012.
Limited Operating History
There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.
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Capital Resources
If Infantly is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be highly difficult for a development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in Infantly having to seek capital from other sources such as debt financing, which may not even be available to the company. However, if such financing were available, because Infantly is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Infantly cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Infantly common stock would lose all of their investment.
Off Balance Sheet Arrangement
The company is dependent upon the sale of its common shares to obtain the funding necessary to carry its business plan. Our President, Danielle Borrie has undertaken to provide the Company with operating capital to sustain its business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing these agreements. Investors should be aware that Mrs. Borrie expression is neither a contract nor agreement between her and the company.
Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Item 3:
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
Item 4:
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive and financial officer has concluded that as of the end of the period covered by this Quarterly Report on
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Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective.
The material weaknesses in our disclosure control procedures are as follows:
1. Lack of formal policies and procedures necessary to adequately review significant accounting transactions.
The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.
2. Audit Committee and Financial Expert.
The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.
We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:
| • | Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel. |
| • | Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently. |
Changes in Internal Controls over Financial Reporting
There have not been any changes in the Company's internal control over financial reporting during the quarter ended May 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1:
LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.
Item 2:
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
Item 3:
DEFAULTS UPON SENIOR SECURITIES
None.
Item 4:
MINE SAFETY DISCLOSURES
Not applicable
Item 5:
OTHER INFORMATION
None.
Item 6:
EXHIBITS
