UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
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, 2013 | |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to ____________
Commission file number: 333-180230
SECURE IT CORP.
(Exact name of Registrant as specified in its charter)
| Delaware | 990373017 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
548 Market St. # 59722
San Francisco, CA 94104-5401
Phone: 866-766-4202
Fax: 866-897-2396
(Address of principal executive offices) (zip code)
Telephone: 866-766-4202
Fax: 866-897-2396
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 o No x
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). Yes o No o
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. (Check one):
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | x |
| (Do not check if a smaller reporting company) | |||
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
As of June 30, 2013, there were 2,531,200 shares of the Registrant's common stock issued and outstanding.
INTERIM FINANCIAL STATEMENTS (unaudited)
for the six month period ended JUNE 30, 2013
| CONTENTS: | ||||
| Balance Sheets as of June 30, 2013 (unaudited) and December 31, 2012 | F-2 | |||
| Statements of Operations for the three and six months ended June 30, 2013 and 2012, and for the cumulative period from September 14, 2011 (date of inception) to June 30, 2013 (unaudited) | F-3 | |||
| Statements of Stockholder's Deficit for the period from September 14, 2011 (date of inception) to June 30, 2013 (unaudited) | F-4 | |||
| Statements of Cash Flows for the six months ended June 30, 2013 and 2012, and for the cumulative period from September 14, 2011 (date of inception) to June 30, 2013 (unaudited) | F-5 | |||
| Notes to Unaudited Interim Financial Statements | F-6 | |||
F-1
(A Development Stage Company)
BALANCE SHEETS
| ASSETS | June 30 2013 | December 31 2012 | ||||||
| (unaudited) | $ | |||||||
| $ | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | 351 | 32,311 | ||||||
| TOTAL ASSETS | 351 | 32,311 | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | 1,210 | 15,774 | ||||||
| Total Liabilities | 1,210 | 15,774 | ||||||
| Stockholders’ Deficit | ||||||||
| Common stock, $0.0001 par value; 100,000,000 shares authorized; 2,531,200 shares issued and outstanding at June 30, 2013 and December 31, 2012 | 253 | 253 | ||||||
| Additional paid-in capital | 71,427 | 71,427 | ||||||
| Deficit accumulated during development stage | (72,539 | ) | (55,143 | ) | ||||
| Total Stockholders’ Deficit | (859 | ) | 16,537 | |||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 351 | 32,311 | ||||||
The accompanying notes are an integral part of these financial statements.
F-2
SECURE IT CORP.
(A Development Stage Company)
(unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | Cumulative from September 14, 2011 (Inception) to June 30, | ||||||||||||||||||
| 2013 | 2012 | 2013 | 2012 | 2013 | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| Revenue | - | - | - | - | - | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| General and administrative:- | ||||||||||||||||||||
| Consulting | 1,000 | - | 5,000 | - | 16,000 | |||||||||||||||
| Filing fees | 754 | 2,024 | 1,627 | 3,396 | 7,165 | |||||||||||||||
| Other costs | 113 | 267 | 269 | 443 | 910 | |||||||||||||||
| Professional fees:- | ||||||||||||||||||||
| - Audit fees | 1,500 | 2,000 | 9,900 | 6,800 | 23,200 | |||||||||||||||
| - Legal fees | - | 5,000 | - | 5,000 | 5,000 | |||||||||||||||
| - Setup costs | 300 | - | 600 | 154 | 20,264 | |||||||||||||||
| Total operating expenses | (3,667 | ) | (9,291 | ) | (17,396 | ) | (15,793 | ) | (72,539 | ) | ||||||||||
| Net loss | (3,667 | ) | (9,291 | ) | (17,396 | ) | (15,793 | ) | (72,539 | ) | ||||||||||
| Net loss per common share - basic and diluted: | ||||||||||||||||||||
| Net loss per share attributable to common stockholders | - | - | - | - | ||||||||||||||||
| Weighted average number of common shares outstanding | 2,531,200 | 2,200,000 | 2,531,200 | 2,200,000 | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
F-3
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT
for the period of SEPTEMBER 14, 2011 (INCEPTION) to JUNE 30, 2013
(unaudited)
| Common Stock | Additional Paid-in | Accumulated Deficit During Development | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Stage | Deficit | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| Inception (September 14, 2011) | - | - | - | - | - | |||||||||||||||
| Common stock issued for cash at $0.01 per share | 2,200,000 | 220 | 21,780 | - | 22,000 | |||||||||||||||
| Loss for the period | - | - | - | (50 | ) | (50 | ) | |||||||||||||
| Balance at December 31, 2011 | 2,200,000 | 220 | 21,780 | (50 | ) | 21,950 | ||||||||||||||
| Common stock issued for cash at $0.15 per share | 331,200 | 33 | 49,647 | - | 49,680 | |||||||||||||||
| Loss for the year | - | - | - | (55,093 | ) | (55,093 | ) | |||||||||||||
| Balance at December 31, 2012 | 2,531,200 | 253 | 71,427 | (55,143 | ) | 16,537 | ||||||||||||||
| Loss for the period | - | - | - | (17,396 | ) | (17,396 | ) | |||||||||||||
| Balance at June 30, 2013 | 2,531,200 | 253 | 71,427 | (72,539 | ) | (859 | ) | |||||||||||||
The accompanying notes are an integral part of these financial statements.
F-4
SECURE IT CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(unaudited)
Six Months Ended June 30, | Cumulative from September 14, 2011 (Inception) to June 30, | |||||||||||
| 2013 | 2012 | 2013 | ||||||||||
| $ | $ | $ | ||||||||||
| Cash Flows from Operating Activities | ||||||||||||
| Net loss | (17,396 | ) | (15,793 | ) | (72,539 | ) | ||||||
| Changes in operating assets and liabilities | ||||||||||||
| Accounts receivable | - | 22,000 | - | |||||||||
| Accounts payable | (14,564 | ) | 2,227 | 1,210 | ||||||||
| Accrued expenses | - | (50 | ) | - | ||||||||
| Net cash (used in)/provided by operating activities | (31,960 | ) | 8,384 | (71,329 | ) | |||||||
| Cash Flows from Investing Activities | - | - | - | |||||||||
| Cash Flows from Financing Activities | ||||||||||||
| Proceeds from issuance of common stock | - | - | 71,680 | |||||||||
| Net cash provided by financing activities | - | - | 71,680 | |||||||||
| (Decrease)/Increase in cash and cash equivalents | (31,960 | ) | 8,384 | 351 | ||||||||
| Cash and cash equivalents at beginning of the period | 32,311 | - | - | |||||||||
| Cash and cash equivalents at end of the period | 351 | 8,384 | 351 | |||||||||
F-5
SECURE IT CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION
Secure IT Corp. (the “Company”) is a Delaware corporation. The Company is in the development stage as defined by Accounting Standards Codification 915 (ASC 915), “Accounting and reporting by Development Stage Enterprises”, the Company is devoting substantially all of its efforts to development of business plans. The Company’s main business is providing unique car part accessories to garages and vehicle accessories shops through its online store.
Basis of Presentation
The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
These financial statements are presented in US dollars.
Fiscal Year End
The Corporation has adopted a fiscal year end of December 31.
Unaudited Interim Financial Statements
The interim financial statements of the Company as of June 30, 2013, and for the periods then ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2013, and the results of its operations and its cash flows for the three and six month periods ended June 30, 2013, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2013. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2012, filed with the SEC, for additional information, including significant accounting policies.
Going concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at June 30, 2013, the Company has negative working capital and has a loss from operations of $17,396 an accumulated deficit of $72,539 and has earned no revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2013.
The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 or revenues and expenses during the reporting period. Actual results could differ from those estimates.
F-6
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies are set out below, these policies have been consistently applied to the period presented, unless otherwise stated:
Cash and cash equivalents
Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000.
Property, plant and equipment
The Company does not own any property, plant and equipment.
Earnings 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 calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares, which comprise options granted to employees. As at June 30, 2013, the Company had no potentially dilutive shares.
Income taxes
Income taxes are accounted for in accordance with ASC Topic 740, “Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
NOTE 3 – STOCKHOLDER’S DEFICIT
Common Stock
On September 30, 2011, the Company issued 2,200,000 shares of common stock to the directors of the Company at a price of $0.01 per share, for $22,000.
On September 10, 2012, the Company issued 331,200 free trading shares of common stock at $0.15 per share to a total of 46 stockholders for consideration of $49,680.
F-7
NOTE 4 – INCOME TAXES
The provision (benefit) for income taxes for the periods ended June 30, 2013 and 2012 were as follows (assuming a 15% effective tax rate):
| 2013 | 2012 | |||||||
| $ | $ | |||||||
| Current Tax Provision | ||||||||
| Federal- | ||||||||
| Taxable income | ||||||||
| Total current tax provision | - | - | ||||||
| - | - | |||||||
| Deferred Tax Provision | ||||||||
| Federal- | ||||||||
| Loss carry forwards | 2,609 | 2,369 | ||||||
| Change in valuation allowance | (2,609 | ) | (2,369 | ) | ||||
| Total deferred tax provision | - | - | ||||||
The Company had deferred income tax assets as of June 30, 2013 and December 31, 2012 as follows:
| 2013 | 2012 | |||||||
| $ | $ | |||||||
| Loss carry forwards | 10,880 | 8,271 | ||||||
| Less - Valuation allowance | (10,880 | ) | (8,271 | ) | ||||
| - | - |
The Company provided a valuation allowance equal to the deferred income tax assets for periods ended June 30, 2013 and December 31, 2012 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.
As of June 30, 2013, the Company had approximately $72,539 in tax loss carryforwards that can be utilized future periods to reduce taxable income, and expire by the year 2033.
The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.
The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed.
NOTE 5 – FAIR VALUE MEASUREMENTS
The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820. Under this FASB, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
F-8
The Company has various financial instruments that must be measured under the new fair value standard including: cash in bank. The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
- Level 1: Quoted prices in active markets for identical instruments;
- Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments);
- Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments).
Financial assets and liabilities carried at fair value and measured on a recurring basis are classified in the hierarchy as follows:
| Fair Value at June 30, 2013 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Cash and cash equivalents | 351 | - | - | 351 | ||||||||||||
| Total financial assets carried at fair value | 351 | - | - | 351 | ||||||||||||
| Fair Value at December 31, 2012 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Cash and cash equivalents | 32,311 | - | - | 32,311 | ||||||||||||
| Total financial assets carried at fair value | 32,311 | - | - | 32,311 | ||||||||||||
NOTE 6 – RELATED PARTY TRANSACTIONS
Details of transactions between the Company and related parties are disclosed below:
The following entities have been identified as related parties:
| Ofir Ben-Arzi | - Director and greater than 10% stockholder |
| Binyamin Brodman | - Director and greater than 10% stockholder |
On September 30, 2011, the Company issued 2,200,000 shares of common stock to the directors of the Company at a price of $0.01 per share, for total consideration of $22,000.
NOTE 7 – RECENT ACCOUNTING STANDARDS UPDATES
There are no new accounting pronouncements expected to have any impact on the Company's financial statements.
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.
F-9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD-LOOKING STATEMENTS
Certain statements that the Company may make from time to time, including all statements contained in this report that are not statements of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbour provisions set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words such as “plans,” “expects,” “believes,” “anticipates,” “estimates,” “projects,” “will,” “should,” and other words of similar meaning used in conjunction with, among other things, discussions of future operations, financial performance, product development and new product launches, market position and expenditures. The Company assumes no obligation to update any forward-looking statements. Additional information concerning factors which could cause differences between forward-looking statements and future actual results is discussed under the heading “Risk Factors” in the Company’s Registration Statement on Form S-1, as effective from August 15, 2012.
Plan of Operation
We continue to intend to commence the selling of high end vinyl car wraps though the internet to garages and car accessories shops on-line. Eventually we would like to sell to the retail consumers; specifically car wraps to be customized for different cars and models. We have begun the interview process to hire of website developers. Primarily Secure IT will develop a design outline specification list for features of the website and backend database. We intend to post this on sites like www.odesk.com or others similar on-line help wanted type sites and solicit bids for the development of the website. (www.odesk.com is a service we may use to find web designers and web programmers).
We retained a consultant to advise on what was required from our website and to provide terms and specifications. The consultant is also advising on back office and management issues. We are soliciting bids from qualified personnel for the actual development of the website. Although we do not know whether the website developer we will ultimately select will offer the back end database as well as the front end html design, we believe our cost will be $5,000 for the full completion of the web site and database. The hosting will be another $500.
In our second year, we would like to sell car wraps directly to retail consumers; specifically car wraps to that will be customized for different cars and models. Although we do not have the ability to supply these products at this point in time, we do intend to have different car models available for searching in our database, in which a visitor to our web site can view his car model in different colored wraps. We intend for this to be part of the website developer’s job.
If possible, we intend to have the back end database completed first, before the user interface or front end of the website so that we can begin the process of entering data from various Internet websites on the different car models as soon as possible which we estimate at a cost of $3,000.
We have budgeted a minimum of $5,500 to market our web site, which we will do using a online marketing company/ sole proprietor. We intend to have SEO as part of our web site so that when people are searching online for cars, car colors, matt color, car wraps, auto detailing etc our web site will come up on the first page of the search web site. The marketing company will be responsible for this. In addition, we may find it beneficial to have a blog as part of our web site, which will further increase our web sites chances to be located higher on Google.
2
During the course of the website’s development we will also ensure optimization of the site for registration in the search engines. We may also use the services of a third party organization to work with the developers and designers on this.
We expect development of the entire site to take another 4 – 6 months. During the development of the website, we will identify websites where we can post bids for and hire data entry and editorial staff to populate our website with content.
We have begun to speak with several manufactures of vinyl car wraps and have begun discussing our website large commercial garages. We will register our website in a large number of search engines, potentially using a third party service for efficiency.
Results of Operations
For the three months ended June 30, 2013 we had expenses of $3,667 and a net loss in that period of $3,667 largely related to consulting and professional fees. By comparison, for the three month period ended March 31, 2012 we had expenses of $6,502 and a net loss for that period of $6,502. Since inception (September 14, 2011) we have had no revenue and expenses of $72,539 resulting in a cumulative net loss of $72,539.
Capital Resources and Liquidity
On September 30, 2011, the Company sold 2,200,000 shares of stock to its Directors at $0.01 per share for a total of $22,000. On September 10, 2012, the Company issued 331,200 free trading shares of common stock at $0.15 per share to a total of 46 stockholders for consideration of $49,680.
As of June 30, 2013 we had cash on hand of $351 and current liabilities of $1,210. As of December 31, 2012 we had cash on hand of $32,311 and current liabilities of $15,774.
During the three months ended June 30, 2013, cash provided by financing activities amounted to $0.
In their report dated January 20, 2013, our auditors issued an unqualified opinion with an explanatory note regarding “going concern”, meaning that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. Due to the fact that we do not currently have any salaried employees, we believe that 25% of the amount of the offering will likely allow us to operate our business for at least one year by implementing a working website and commencing an advertising program.
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.
We went public on August 15, 2012 and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. Once we become a public entity, subject to the reporting requirements of the Exchange Act of '34, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will range up to $50,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 until we exceed $75 million in market capitalization. These obligations will reduce our ability and resources to expand our business. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling obligations and compensate independent contractors who provide professional services to us, although there can be no assurances that we will be successful in any of those efforts. We will reduce the compensation levels paid to management if there is insufficient cash generated from operations to satisfy these costs.
3
We do not have any current plans to raise funds through the sale of securities except as set in the Registration Statement. We hope to be able to use our status as a public company to enable us to use non-cash means of settling obligations and compensate persons and/or firms providing services to us, although there can be no assurances that we will be successful in any of those efforts. Issuing shares of our common stock to such persons instead of paying cash to them may increase our chances to establish and expand our business. Having shares of our common stock may also give persons a greater feeling of identity with us which may result in referrals. However, these actions, if successful, will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of Secure IT Corp because the shares may be issued to parties or entities committed to supporting existing management. We may offer shares of our common stock to settle a portion of the professional fees incurred in connection with its registration statement. No negotiations have taken place with any professional and no assurances can be made as to the likelihood that any professional will accept shares in settlement of obligations due them. There are no other significant liabilities at June 30, 2013.
We have been unable to obtain the necessary funding to support the implementation of our business plan at this time. We explored all financing and strategic alternatives available to us. It may be necessary for us to either seek alternative opportunities available to us unrelated to our business plan in an effort to maximize shareholder value. To this end, the Company has in the past had, and may in the future have, discussions with potential merger candidates wishing to become publicly traded. There is no assurance that the Company will be successful in any of such efforts. If the Company is unable to secure additional financing or find another alternative, the Company will not have sufficient capital to implement its business plan until such time as capital or another alternative is available to it.
As of the date of this periodic report, the current funds available to the Company are not expected to be sufficient to continue maintaining a reporting status past 12 months. The Company’s officers and directors Ofir Ben Arzi and Biyamin Broadman indicate that they may be willing to provide funds required to maintain the reporting status in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract in place or written agreement securing this agreement. Management believes if the Company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.
Off-balance sheet arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
4
Item 4. Controls and Procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of June 30, 2013, the end of the three-month period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our management, including our president and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and our chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
5
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business.
Item 1A. Risk Factors.
Not Applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not Applicable.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
6
| Exhibit No. | Description | |
| 3.1 | Articles of Incorporation (Incorporated by reference from our Registration Statement on Form S-1). | |
| 3.2 | Bylaws (Incorporated by reference from our Registration Statement on Form S-1). | |
| 31* | Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Ofir Ben Arzi. | |
| 32* | Section 906 Certification of the Sarbanes-Oxley Act of 2002 of Ofir Ben Arzi. |
| 101.INS ** | XBRL Instance Document | |
| 101.SCH ** | XBRL Taxonomy Extension Schema Document | |
| 101.CAL ** | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF ** | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB ** | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE ** | XBRL Taxonomy Extension Presentation Linkbase Document |
_________
* Filed herewith.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SECURE IT CORP. | |||
| Dated: July 22, 2013 | By: | /s/ Ofir Ben Arzi | |
President, Chief Executive Officer, Chief Financial Officer and a member of the Board of Directors (who also performs as the Principal Executive and Principal Financial and Accounting Officer) | |||
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