UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 10-Q
____________________
X. QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010
. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE EXCHANGE ACT
For the transition period from ____________ to____________
Commission File No. 000-24688
G/O BUSINESS SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| | |
Colorado | | 76-0025986 |
(State or other jurisdiction of | | (I.R.S. Employer Identification No.) |
incorporation or organization) | | |
2202 Bluebonnet Drive
Richardson, Texas 75082
(Address of Principal Executive Offices)
(469) 233-6258
(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 X.No .
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 “small reporting company” in Rule 12b-2 of the Exchange Act. (check one)
| | | |
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 .
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: April 15, 2010- 22,425,937 shares of common stock.
G/O BUSINESS SOLUTIONS, INC.
INDEX
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Part I | Financial Information | |
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Item 1. | Financial Statements of G/O Business Solutions | 3 |
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| Balance Sheets dated March 31, 2010 and December 31, 2009 (Unaudited) | 3 |
| | |
| Statements of Expenses for the Three Months Ended March 31, 2010 and 2009 and from inception of development stage on August 15, 2006 to March 31, 2010 (Unaudited) | 4 |
| | |
| Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009 and from inception of development stage on August 15, 2006 to March 31, 2010 (Unaudited) | 5 |
| | |
| Notes to the Financial Statements (Unaudited) | 6 |
| | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Result of Operation | 7 |
| | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 8 |
| | |
Item 4T. | Controls and Procedures | 8 |
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Part II | Other Information | |
| | |
Item 1. | Legal Proceedings | 8 |
| | |
Item 1A | Risk Factors | 8 |
| | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 8 |
| | |
Item 3. | Defaults Upon Senior Securities | 8 |
| | |
Item 4. | Submission of Matters to a Vote of Security Holders | 8 |
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Item 5. | Other Information. | 9 |
| | |
Item 6. | Exhibits | 9 |
| | |
| Signatures | 10 |
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PART I
Item 1. Financial Statements
G/O Business Solutions, Inc.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
| | | | | |
| March 31, | | December 31, |
| 2010 | | 2009 |
ASSETS | | | |
Current assets: | | | |
Cash | $ | 877 | | $ | 1,053 |
| | | | | |
TOTAL ASSETS | $ | 877 | | $ | 1,053 |
| | | | | |
LIABILITIES | | | | | |
Accounts payable | $ | 72,858 | | $ | 34,400 |
Accrued interest due to stockholders | | 29,071 | | | 26,486 |
Advances from stockholders | | 121,287 | | | 106,787 |
TOTAL CURRENT LIABILITIES | | 223,216 | | | 167,673 |
| | | | | |
STOCKHOLDER’S DEFICIT: | | | | | |
Preferred stock, $0.01 par value per share, 5,000,000 shares authorized; none issued and outstanding | $ | - | | $ | - |
Common stock, $0.01 par value, 100,000,000 shares authorized; 22,425,937 and 22,200,937 shares issued and outstanding, respectively | | 224,259 | | | 222,009 |
Additional paid-in capital | | 3,559,166 | | | 3,534,416 |
Accumulated deficit prior to the development stage | | (3,518,748) | | | (3,518,748) |
Deficit accumulated during the development stage | | (487,016) | | | (404,297) |
Total stockholders’ deficit | | (222,339) | | | (166,620) |
| | | | | |
Total liabilities and stockholders’ deficit | $ | 877 | | $ | 1,053 |
The accompanying notes are an integral part of these unaudited financial statements
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G/O Business Solutions, Inc.
(A Development Stage Company)
STATEMENTS OF EXPENSES
(Unaudited)
| | | | | | | | |
| Three Months Ended March 31, 2010 | | Three Months Ended March 31, 2009 | | From inception of the Development stage on August 15, 2006, through March 31, 2010 |
| | | | | | | | |
General and Administrative Expenses | $ | 80,134 | | $ | 34,082 | | $ | 380,216 |
| | | | | | | | |
Loss From Continuing Operations | | (80,134) | | | (34,082) | | | (380,216) |
Interest Expense | | (2,585) | | | (1,846) | | | (17,062) |
Loss Before Discontinued Operations | | (82,719) | | | (35,928) | | | (397,278) |
Loss From Discontinued Operations | | - | | | - | | | (92,824) |
Loss Before Minority Interest | | (82,719) | | | (35,928) | | | (490,102) |
Minority Interest | | - | | | - | | | 3,086 |
| | | | | | | | |
Net Loss | $ | (82,719) | | $ | (35,928) | | $ | (487,016) |
| | | | | | | | |
Basic and Diluted: | | | | | | | | |
Loss from Continuing Operations | $ | (0.00) | | $ | (0.00) | | | |
| | | | | | | | |
Net Loss Per Common Share | $ | (0.00) | | $ | (0.00) | | | |
| | | | | | | | |
Basic and Diluted Weighted Average Common Shares | $ | 22,388,437 | | $ | 22,038,437 | | | |
The accompanying notes are an integral part of these unaudited financial statements
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G/O Business Solutions, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | | | |
| Three Months Ended March 31, 2010 | | Three Months Ended March 31, 2009 | | From inception of the development stage on August 15, 2006, through March 31, 2010 |
Cash flows from operating activities: | | | | | |
Net income (loss) | $ | (82,719) | | $ | (35,928) | | $ | (487,016) |
Net income (loss) from discontinued operations and minority interest | | - | | | - | | | 89,738 |
Net loss from continuing operations | | (82,719) | | | (35,928) | | | (397,278) |
| | | | | | | | |
Adjustments to reconcile net loss to cash used in operating activities: | | | | | | | | |
Stock issued for services | | 27,000 | | | 22,500 | | | 228,000 |
Changes in operating liabilities: | | | | | | | | |
Accounts payable and accrued expenses | | 38,458 | | | 8,612 | | | 89,170 |
Net Cash used in continuing operations | | (14,676) | | | (4,816) | | | (80,108) |
Net cash provided by (used in) discontinued operations | | - | | | - | | | (116,529) |
Net cash used in operating activities | | (14,676) | | | (4,816) | | | (196,637) |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Net cash provided by investing activities from continuing operations | | - | | | - | | | - |
Net cash provided by investing activities from discontinued operations | | - | | | - | | | 7,260 |
Net cash provided by investing activities | | - | | | - | | | 7,260 |
| | | | | | | | |
Cash flows from financing activities : | | | | | | | | |
Advances from stockholders | | 14,500 | | | - | | | 75,254 |
Net cash provided by financing activities from continuing operations | | - | | | - | | | 75,254 |
Net cash provided by financing activities from discontinued operations | | - | | | - | | | 115,000 |
Net cash provided by financing activities | | - | | | - | | | 190,254 |
| | | | | | | | |
Net Increase (decrease) in Cash | | (176) | | | (4,816) | | | 877 |
Cash at Beginning of Period | | 1,053 | | | 5,301 | | | - |
Cash at End of Period | $ | 877 | | $ | 485 | | $ | 877 |
Cash paid for: | | | | | | | | |
Interest | $ | - | | $ | - | | $ | 2,149 |
Income Taxes | | - | | | - | | | - |
Non-cash investing and financing activities: | | | | | | | | |
Disposition of Waterbury | $ | - | | $ | - | | $ | 688,847 |
The accompanying notes are an integral part of these unaudited financial statements.
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G/O Business Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
(unaudited)
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited interim financial statements of G/O Business Solutions, Inc. have been prepared in accordance with the accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in G/O's latest Annual Report filed with the SEC on Form 10-K. 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 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 disclosures contained in the audited financial statements for the most recent year, 2009, as reported in Form 10-K, have been omitted. Operating results for the three months ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.
NOTE 2 - GOING CONCERN
As shown in the accompanying financial statements, G/O incurred a net loss of for the three months ended March 31, 2010 and had a working capital deficit of as of March 31, 2010. In addition, G/O ceased generating revenues and all operations in August 2007. These conditions raise substantial doubt as to G/O’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if G/O is unable to continue as a going concern.
NOTE 3 - ADVANCES FROM STOCKHOLDERS
Stockholders of G/O have advanced funds to G/O to cover settlement of obligations and ongoing administrative expenses. The advances bear interest at a rate of 8 % per annum. Total advances amounted to $121,287 and related accrued interest amounted to $29,071 as of March 31, 2010. All but $15,000 of the total advances are past due as of the date of this Report.
NOTE 4 - COMMON STOCK
On January 15, 2010, G/O issued 225,000 shares of common stock to its President for services provided. The shares were valued at $27,000 in total based upon the closing price of G/O shares on the date of grant.
NOTE 5 - RELATED PARTY TRANSACTIONS
G/O uses office space provided by its President at no charge, as the related expense is immaterial.
Beginning in January 2008, G/O receives bookkeeping services from a company that is partially owned by its President. During the three months ended March 31, 2010, G/O had paid the related party a total of $750 for bookkeeping services received.
NOTE 6- SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after March 31, 2010 up through date the Company issued these financial statements. During this period, the Company did not have any material recognizable subsequent events.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-looking Statements
Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business of our Company, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may”, “would”, “could”, “should”, “expects”, “projects”, “anticipates”, “believes”, “estimates”, “plans”, “intends”, “targets” or similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our Company’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which our Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our Company’s operations, products, services and prices.
Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. Our Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Results of Operations
During the quarters ended March 31, 2010 and 2009, our Company had net losses of $82,719 and $35,928 respectively. Our Company ceased generating revenues and all operations in August 2007. Consequently, the operations of G/O business prior to August 2007 have been presented as discontinued operations.
Plan of Operation
Management's plans to maintain the long-term financial viability of our Company are to identify another entity in an attempt to consummate an acquisition or merger agreement. Management believes its plans will provide us with the wherewithal to continue in existence. In the interim, management is committed to meeting our operating expenses.
Liquidity
As of March 31, 2010, we had $877 in cash. In August 2007, our Company ceased providing business development services and has generated no revenues since that time. We do not anticipate generating any revenues in the foreseeable future.
During the three months ended March 31, 2010, the Company borrowed a total of $15,000 from John Thomas Bridge and Opportunity Fund, LLP, its majority shareholder. The Company used these funds to pay expenses.
During the next twelve months, our Company's only foreseeable cash requirements will relate to maintaining our good standing in the State of Colorado. Our Company does not have any cash reserves to pay for our administrative expenses for the next 12 months. In the event that additional funding is required in order to keep our Company in good standing, we may attempt to raise such funding through additional loans or a private placement of our common stock to "accredited investors" or "sophisticated investors."
At the present time, management has no plans to offer or sell any securities of our Company for this purpose. However, at such time as our Company may decide to engage in such activities, management may use any legal means of conducting such offer or sale, including registration with the appropriate federal and state regulatory agencies and any registration exemptions that may be available to our Company under applicable federal and state laws, including sales exempt under Regulation S.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4T. Controls and Procedures.
(a)
Evaluation of Disclosure Controls and Procedures.
As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our President and Treasurer concluded that our disclosure controls and procedures were effective at ensuring that information required to be disclosed or filed by us is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Act”) is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
(b)
Changes in Internal Control Over Financial Reporting.
Our management has concluded there were no significant changes during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 1A. Risk Factors.
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On January 16, 2010, G/O issued 225,000 shares of common stock to its President, Brian E. Rodriguez, for services provided. The shares were valued at $27,000 in total based upon the closing price of G/O shares on the date of grant. We believe that the issuance of these shares was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities and Exchange Commission. We believe that Mr. Rodriguez is an “accredited” investor as defined in Rule 501 of Regulation D due to his status as a director and executive officer of the Company.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
On March 30, 2010, the Company held a special meeting of its shareholders to (i) approve the proposal to change the Company’s state of incorporation from the State of Colorado to the State of Nevada, which would result in a change of the Company’s name from G/O Business Solutions, Inc. to Radiant Oil & Gas, Inc., (ii) approve the proposal to effect a reverse split of the Company’s common stock at a ratio of not less than 1-for-3 and not greater than 1-for-10, and (iii) to approve the proposal to increase the authorized shares of Company common stock from 50,000,000 to 100,000,000 (collectively the “Proposals”). Each of the Proposals were approved with 18,701,446 affirmative votes. There were no negative votes and no abstentions. The Proposals will not be effected until the Company files the necessary documents with the Colorado Secretary of State and the Nevada Secretary of State.
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Item 5. Other Information.
None; not applicable.
Item 6. Exhibits.
Exhibit No.
Identification of Exhibit
31.1
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Brian E. Rodriguez, Director, President and Treasurer.
32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Brian E. Rodriguez, Director, President and Treasurer.
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SIGNATURES
Pursuant to accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized
G/O BUSINESS SOLUTIONS, INC.
| | | | |
Date: | April 16, 2010 | | By: | /s/Brian E. Rodriguez |
| | | | Brian E. Rodriguez, President, Treasurer, and Director |
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