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 May 31, 2013
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File No. 333-184796
DIVIO HOLDINGS, CORP.
(Exact name of registrant as specified in its charter)
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Nevada |
| 3751 |
| 99-0376273 |
(State or Other Jurisdiction of |
| (Primary Standard Industrial |
| (IRS Employer |
Incorporation or Organization) |
| Classification Number) |
| Identification Number) |
Serafimovicha Street, 2-125
Moscow, Russia 119072
(Address of principal executive offices)
Tel: (702) 425 8993
(Issuer’s telephone number)
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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[ ]
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 [X ] No [ ]
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 July 11, 2013 |
Common Stock, $0.001 | 4,320,000 |
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Part 1 | FINANCIAL INFORMATION |
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Item 1 | Financial Statements | 4 |
| Balance Sheets | 4 |
| Statements of Operations | 5 |
| Statements of Cash Flows | 6 |
| Notes to Financial Statements | 7 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 10 |
Item 4. | Controls and Procedures | 10 |
Part II. | OTHER INFORMATION |
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Item 1 | Legal Proceedings | 11 |
Item 2. | 11 | |
Item 3 | Defaults Upon Senior Securities | 11 |
Item 4 | Mine Safety Disclosures | 11 |
Item 5 | Other Information | 11 |
Item 6 | Exhibits | 12 |
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DIVIO HOLDINGS, CORP. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS | ||
| May 31, 2013 (Unaudited) | August 31, 2012 |
ASSETS |
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Current Assets |
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Cash | $ 8,008 | $ 8,636 |
Total Current Assets | 8,008 | 8,636 |
TOTAL ASSETS | $ 8,008 | $ 8,636 |
LIABILITIES |
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Advance from Shareholders | $ 8,275 | $ 5,775 |
Accounts Payable | 100 | - |
Total Current Liabilities | 8,375 | 5,775 |
TOTAL LIABILITIES | 8,375 | 5,775 |
STOCKHOLDERS’ EQUITY (DEFICIT) |
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Common stock, par value $0.001; 75,000,000 shares authorized, 4,320,000 and 3,000,000 shares issued and outstanding as of May 31, 2013 and August 31, 2012 respectively | 4,320 | 3,000 |
Additional paid-in-capital | 23,780 | - |
Deficit accumulated during the development stage | (28,467) | (139) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | (367) | 2,861 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 8,008 | $ 8,636 |
See accompanying notes to financial statements
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DIVIO HOLDINGS, CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (Unaudited) | |||||||||||
| THREE MONTHS ENDED MAY 31, 2013 | THREE MONTHS ENDED MAY 31, 2012 | NINE MONTHS ENDED MAY 31, 2013 | FOR THE PERIOD FROM FEBRUARY 27, 2012 (INCEPTION) TO MAY 31, 2012 | FOR THE PERIOD FROM FEBRUARY 27, 2012 (INCEPTION) TO MAY 31, 2013 | ||||||
Revenue | $ - | $ - | $ 6,500 | $ - | $ 6,500 | ||||||
Cost of goods sold | - | - | 5,500 | - | 5,500 | ||||||
Gross margin | - | - | 1,000 | - | 1,000 | ||||||
General & Administrative Expenses | 20,911 | - | 29,328 | 75 | 29,467 | ||||||
Loss from operations | (20,911) | - | (28,328) | (75) | (28,467) | ||||||
Income tax provision | - | - | - | - | - | ||||||
NET LOSS | $ (20,911) | $ - | $ (28,328) | $ (75) | $ (28,467) | ||||||
NET LOSS PER SHARE: BASIC AND DILUTED | $ (0.01) | $ (0.00) | $ (0.01) | $ (0.00) |
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 4,060,435 | - | 3,655,897 | - |
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See accompanying notes to financial statements
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DIVIO HOLDINGS, CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (Unaudited) | |||||||
| NINE MONTHS ENDED MAY 31, 2013 | FOR THE PERIOD FROM FEBRUARY 27, 2012 (INCEPTION) TO MAY 31, 2012 | FOR THE PERIOD FROM FEBRUARY 27, 2012 (INCEPTION) TO MAY 31, 2013 | ||||
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Cash Flows used by Operating Activities |
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Net loss | $ (28,328) | $ (75) | $ (28,467) | ||||
Increase (Decrease) in Operating Liabilities: |
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Accounts Payable | 100 | - | 100 | ||||
Net Cash used by Operating Activities | (28,228) | (75) | (28,367) | ||||
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Cash Flows provided by Financing Activities |
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Proceeds from Loans from Shareholders | 2,500 | 275 | 8,275 | ||||
Proceeds from Sale of Common Shares | 25,100 | - | 28,100 | ||||
Net Cash provided by Financing Activities | 27,600 | 275 | 36,375 | ||||
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Change in Cash and Cash Equivalents | (628) | 200 | 8,008 | ||||
Cash and Cash Equivalents at Beginning of Period | 8,636 | - | - | ||||
Cash and Cash Equivalents at End of Period | $ 8,008 | $ 200 | $ 8,008 | ||||
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Interest paid | $ - | $ - | $ - | ||||
Income taxes paid | $ - | $ - | $ - | ||||
See accompanying notes to financial statements
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DIVIO HOLDINGS, CORP.
(A Development Stage Company)
Notes to Financial Statements
May 31, 2013
(Unaudited)
1. ORGANIZATION AND BUSINESS OPERATIONS
Divio Holdings, Corp. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on February 27, 2012. The Company is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915, “Development Stage Entities”. We sell used motorcycles. The Company has generated $6,500 in revenue as at May 31, 2013.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim financial statements of Divio Holdings, Corp. (“Divio” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Registration Statement filed with the SEC on Form S-1. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2012, as reported in the Form S-1 of the Company, have been omitted.
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 $28,467 as of May 31, 2013 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.
3. COMMON STOCK
On September 18, 2012 the Company issued 500,000 of the Company’s common shares to an officer at par value for $500.
On August 23, 2012, the Company sold 3,000,000 shares of common stock at a price of $0.001 per share to a Director for the total proceeds of $3,000.
For the period March, 2013 through April, 2013 the Company sold 820,000 shares of common stock at a price of $0.03 per share for the total proceeds of $24,600.
As of May 31, 2013 there were 4,320,000 shares issued and outstanding.
4. RELATED PARTY TRANSACTIONS
As of May 31, 2013 a Director had advanced the Company $8,275. The loan is non-interest bearing, due upon demand and unsecured.
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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
DIVIO HOLDINGS, CORP. (“Divio”, "the Company", “our” or "we") was incorporated under the laws of the State of Nevada on February 27, 2012 for the purpose of operating a used motorcycle purchase and resale business. Our registration statement has been filed with the Securities and Exchange Commission on November 7, 2012 and has been declared effective on March 19, 2013.
RESULTS OF OPERATION
We are a development stage company with limited operations since our inception on February 27, 2012 to May 31, 2013. As of May 31, 2013, we had total assets of $8,008 and total liabilities of $8,375. Since our inception to May 31, 2013, we have accumulated a deficit of $28,467. We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern. 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.
Three Month Period Ended May 31, 2013 Compared to the Three Month Period Ended May 31, 2012
Our net loss for the three month period ended May 31, 2013 was $20,911 compared to $0 during the three month period ended May 31, 2012. During the three month period ended May 31, 2013, we have not generated any revenue.
During the three month period ended May 31, 2013, we incurred general and administrative expenses and professional fees of $20,911 compared to $0 incurred during the three month period ended May 31, 2012. General and administrative and professional fee expenses incurred during the three month period ended May 31, 2013 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 4,060,435 for the three month period ended May 31, 2013.
Nine Month Period Ended May 31, 2013 Compared to the period from Inception (February 27, 2012) to May 31, 2012
Our net loss for the nine month period ended May 31, 2013 was $28,328 compared to a net loss of $75 during the period from inception (February 27, 2012) to May 31, 2012. During the nine month period ended May 31, 2013, we generated revenues of $6,500.
During the nine month period ended May 31, 2013, we incurred general and administrative expenses and professional fees of $29,328 compared to $75 incurred during the period from inception (February 27, 2012) to May 31, 2012. General and administrative and professional fee expenses incurred during the nine month period ended May 31, 2013 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 3,655,897 for the nine month period ended May 31, 2013.
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LIQUIDITY AND CAPITAL RESOURCES
As at May 31, 2013 our current assets were $8,008 compared to $8,636 in current assets at August 31, 2012. As at May 31, 2013, our current liabilities were $8,375.
Stockholders’ deficit was $367 as of May 31, 2013 compared to stockholders’ equity of $2,861 as of August 31, 2012.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the nine month period ended May 31, 2013, net cash flows used in operating activities was $28,228. Net cash flows used in operating activities was $75 for the period from inception (February 27, 2012) to May 31, 2012.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the nine month period ended May 31, 2013, net cash flows from financing activities was $27,600 received from proceeds from issuance of common stock and advance from director. For the period from inception (February 27, 2012) to May 31, 2012, net cash provided by financing activities was $275 received from advance 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.
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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 August 31, 2012 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 May 31, 2013. 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 nine-month period ended May 31, 2013 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. MINE SAFETY DISCLOSURES
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 and 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.
101.INS |
| XBRL Instance Document |
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101.SCH |
| XBRL Taxonomy Extension Schema Document |
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101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
| XBRL Taxonomy Extension Definition Document |
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101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
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.
| DIVIO HOLDINGS, CORP. |
Dated: July 11, 2013 | By: /s/ Evgeny Donskoy |
| Evgeny Donskoy, President and Chief Executive Officer and Chief Financial Officer |
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