UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2015
[ ] 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: 001-37579
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ONLINE SECRETARY, INC.
(Exact name of registrant as specified in its charter)
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Nevada (State or Other Jurisdiction of Incorporation or Organization) | 46-0912423 (IRS Employer Identification Number) |
205 Pier Ave., Suite 101
Hermosa Beach, California 90254
Telephone No.: (775) 321-8234
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
____________________________
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 |X| No |_|
Check whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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 |_| No |X| (Not required by smaller reporting companies)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting Company)
Smaller reporting Company [X]
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).
Yes |X| No |_|
As of June 30, 2015, the aggregate value of voting and non-voting common equity held by non-affiliates was 12,740,000 shares of common stock, $0.001 par value, issued and outstanding.
Online Secretary, Inc.
Quarterly Report on Form 10-Q
Table of Contents
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| PART I – FINANCIAL INFORMATION |
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Item 1 | Condensed Financial Statements | 3 |
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Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 |
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Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 11 |
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Item 4 | Controls and Procedures | 11 |
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| PART II – OTHER INFORMATION |
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Item 1 | Legal Proceedings | 11 |
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Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
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Item 3 | Defaults Upon Senior Securities | 12 |
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Item 4 | (Removed and Reserved) | 12 |
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Item 5 | Other Information | 12 |
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Item 6 | Exhibits | 12 |
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2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
3
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ONLINE SECRETARY, INC.
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
June 30, 2015
NOTE 1 – CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2015, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s September 30, 2014 audited financial statements. The results of operations for the periods ended June 30, 2015 and the same period last year are not necessarily indicative of the operating results for the full years.
NOTE 2 – GOING CONCERN
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $25,915, and net loss from operations since inception of $44,415. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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ONLINE SECRETARY, INC.
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
June 30, 2015
NOTE 3 – CAPITAL STOCK
On September 24, 2012 the Company issued 12,500,000 Founder’s shares at $0.001 per share for net funds to the Company of $12,500.
On December 17, 2013, the Company issued 240,000 common shares for $0.025 per share, for cash of $6,000
As of June 30, 2015 the Company had 12,740,000 shares of common stock issued and outstanding.
NOTE 4 - SUBSEQUENT EVENTS
On September 4, 2015 Mr. Troy Grant was appointed Director, President, Secretary, Treasurer, Principal Executive Officer and Principal Financial Director following the simultaneous resignation of Mr. Vijay Joshi from the same offices.
On September 6, 2015, the president, Mr. Grant, redeemed 12,198,796 shares of pre-split common stock for $10 dollars. After the redemption, Mr. Grant shall hold 301,204 shares of pre-split common stock.
On October 13, 2015, the Company changed the authorized shares from 75,000,000 shares to 200,000,000 shares.
On October 13, 2015, the Company changed the Name to “Sharkreach, Inc.”
On October 13, 2015, Effective not earlier then 10 days after notifying the FINRA of the action taken, the Company shall effect a 83-for 1 forward split of all the issued and outstanding shares of common stock of the Company.
On October 13, 2015 the Company closed the acquisition of assets pursuant to an Asset Purchase Agreement, by and between the Company and SharkReach, Inc., a Nevada corporation, dated September 29, 2015 in exchange for 24,750,000 shares of the Company's common stock.
Under the terms and conditions of the Asset Purchase Agreement, the Company offered and sold 24,750,000 shares of common stock of the Company in consideration for substantially all of the assets assets of SharkReach, which assets include, among other things, the trade-name “SharkReach,” software, source code, object code, client lists, accounts, contracts and goodwill. The effect of the issuance is that SharkReach will hold approximately 66% of the issued and outstanding shares of common stock of the Company, and the substantially all of the business of
SharkReach is now the business of the Company.
Specifically excluded from and not included in the assets acquired from SharkReach is certain SharkReach’s Universal “Straight Outa Compton” campaigns proceeds estimated to be approximately $49,000.
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ONLINE SECRETARY, INC.
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
June 30, 2015
NOTE 4 - SUBSEQUENT EVENTS (continued)
The 24,750,000 shares of common stock of the Company offered and sold in consideration for certain assets of SharkReach are subject to a 12-month lock-up period under which such shares may not be resold or otherwise transferred, except in a distribution of the shares by SharkReach to SharkReach shareholders, who must agree to the terms of the lock-up in order to receive such shares as part of a distribution. After the initial 12-month lockup period, the 24,750,000 shares may be resold only at a rate of 1/12 of a shareholder’s holding at a price of greater than $0.25 per share. All lockup restrictions will be terminated after 24 months.
In addition, but waived as a closing condition, the Company must enter into employment agreements with three current employees of SharkReach, including Steve Smith, Jamie Allen and Steve Moriya. Each employment agreement must have a term of a minimum of three years and contain terms that are mutually acceptable to both the Company and the employee.
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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.
Overview
On August 31, 2012, Mr. Joshi, president and sole director, incorporated the Company in the State of Nevada and established a fiscal year end of September 30. The objective of this corporation is to provide online secretarial services through our developing website.
As of September 4, 2015, Vijay Joshi resigned as sole Director, President, Secretary, Treasurer, Principal Executive Officer and Principal Financial Officer of the Company
As of September 4, 2015 Troy Grant, has been appointed as sole Director, President, Secretary, Treasurer, Principal Executive Officer and Principal Financial Officer and is the sole member of the Board of Directors of the Company.
We plan on providing services to our clients such as: booking appointments, scheduling meetings, typing services, phone calls, text messages and or email reminders and confirming appointments. We also intend to provide live-person call service centers for personal and business use.
If a person needs to cancel or decline an appointment or invitation but wants to save time or avoid conversations, they can get our secretaries to make the call for them. This service will be available for personal or business use.
Plan of Operation
As of the date of this filing, the Company has generated no revenues and has not entered into any agreement, arrangement or understanding with any third party Company. Failure to raise funds will require the Company to cease operations.
As of June 30, 2015 we had $414 of cash on hand in the bank. We incurred operating expenses in the amount of $3,900 in the quarter ended June 30, 2015 compared to $2,300 in the quarter ended June 30, 2014. These operating expenses were comprised of professional fees and office and general expenses.
Our president and director has invested $12,500 in the Company. At the present time, we have $6,000 as received of the sales of common shares from 30 other investors during October 2013. No other arrangement was made to raise additional cash. We will need additional cash and if we are unable to raise it, we will either suspend marketing operations until we do raise the cash necessary to continue our business plan, or we cease operations entirely.
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Limited Operating History; Need for Additional Capital
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.
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, Troy Grant 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 Mr. Grant expression is neither a contract nor agreement between him 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 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.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2015 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
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Item 1a. Risk Factors
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None
Item 6. Exhibits
(a)
Exhibits required by Item 601 of Regulation SK.:
3.1
Articles of Incorporation (1)
3.2
Bylaws (1)
