SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2011.
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT.
For the transition period from to
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Commission file number:___________
Shang Hide Consultants, Ltd.
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(Exact name of registrant as specified in its charter)
Nevada 27-2553082
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1495 Ridgeview Drive Suite #200; Reno, Nevada 89519
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(Address of Principal Executive Office) (Zip Code)
(775) 332-4200
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(Registrant's telephone number including area code)
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 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.
[X] Yes [ ] No
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
(Section 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).
[X] Yes [ ] 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.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] 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).
[X] Yes [ ] No
As of May 10, 2011, 15,000,000 shares of the registrant's common
stock, $.001 par value, were outstanding.
TABLE OF CONTENTS
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Balance Sheet as of March 31, 2011 3
Statements of Operations for the Three Months Ended
March 31, 2011 and from inception (May 5, 2010)
to March 31, 2011 4
Statements of Cash Flows for the Three Months Ended
March 31, 2011 and from inception (May 5, 2010)
to March 31, 2011 5
Notes to Interim Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
Item 4T. Controls and Procedures 9
Part II. Other Information 10
Item 1. Legal Proceedings 10
Item 2. Recent Sales of Unregistered Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matter to a Vote of Security Holders 10
Item 6. Exhibits 10
Signatures 10
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SHANG HIDE CONSULTANTS, LTD.
(A Development Stage Company)
BALANCE SHEET
March 31, December 31,
2011 2010
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(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 7,650 $ 7,650
=========== ==========
Liabilities and Stockholders' Equity
CURRENT LIABILITIES:
Advance from Stockholder $ 555 $ 555
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS EQUITY:
Preferred stock, $0.001 par value, 5,000,000 shares authorized,
none issued and outstanding
Common stock, $0.001 par value, authorized -- 75,000,000 shares, issued and
outstanding -- 15,000,000 shares 15,000 15,000
Accumulated deficit (7,905) ( 7,905)
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Total stockholders' equity 7,095 7,095
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Total liabilities and stockholders' equity $ 7,650 $ 7,650
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The accompanying notes are an integral part of these financial statements
3
SHANG HIDE CONSULTANTS, LTD.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Inception on
Months Ended May 5, 2010 to
March 31, March 31,
2011 2011
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(unaudited) (unaudited)
Net Revenue $ - $ -
Expenses:
General and administrative - 7,905
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Total operating expenses - 7,905
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Net(loss) - (7,905)
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Net(loss) per share:
Basic and Diluted $ 0.00
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Weighted average common shares outstanding 15,000,000
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The accompanying notes are an integral part of these financial statements
4
SHANG HIDE CONSULTANTS, LTD.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Inception on
Months ended May 5, 2010 to
March 31, March 31,
2011 2011
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ -- $ (7,905)
Changes in operating assets and liabilities:
Increase in advance from stockholders -- 555
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Net cash used in operating activities -- (7,350)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock -- 15,000
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Net cash provided by operating activities -- 15,000
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Net increase in cash and cash equivalents -- 7,650
Cash and cash equivalents at the beginning of the period 7,650 -
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Cash and cash equivalents at the end of the period $ 7,650 $ 7,650
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Supplemental disclosure of cash flow information
Cash paid for interest $ -- $ --
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Cash paid for income taxes $ -- $ --
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The accompanying notes are an integral part of these financial statements
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SHANG HIDE CONSULTANTS, LTD.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
The unaudited condensed financial statements included herein were prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, disclosures made are
adequate to make the information not misleading.
In the opinion of management, the interim data includes all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
the results for the interim period. The results of operations for the interim
periods are not necessarily indicative of the results that may be expected for
the fiscal year.
Note 1 Organization
Shang Hide Consultants (Company) was organized under the laws of the State of
Nevada in May 2010.The Company was organized as a vehicle to investigate and, if
such investigation warrants, acquire a target company or business seeking the
perceived advantages of being a publicly held corporation. Our principal
business objective for the next 12 months and beyond will be to achieve
long-term growth potential through a combination with a business rather than
immediate, short-term earnings.
The Company currently has no operations and is considered to be in the
development stage as defined by United States generally accepted accounting
principles.
Note 2 Summary of Significant Accounting Policies
Use of Estimates
Management makes estimates and assumptions that affect the reported amount of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and reported amounts of revenues and
expenses during the reporting periods. Actual results could vary from these
estimates.
Cash and Cash Equivalents
The Company maintains its cash at a federally insured financial institution.
Cash equivalents with maturity dates less than 90 days from the date of
origination are considered to be cash equivalents for all financial reporting
purposes. The Company currently has no cash equivalents.
Fair Value
Cash and accounts payable are carried at cost which approximates their fair
value in accordance with the fair value hierarchy as established by US GAAP.
Recent Accounting Pronouncements
There are no recently issued accounting pronouncements that the Company expects
to have a material impact on the financial position, results of operations, or
cash flows.
Note 3 Stock Issuance
In May 2010 the Company issued 15,000,000 shares of common at par value for cash
totaling $15,000.
Note 4 Related Party Transactions
The Company owes Marty Weigel $555 for filing fees paid on behalf of the
Company.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This Quarterly Report on Form 10-Q contains certain statements that are not
historical facts, including, most importantly, information concerning possible
or assumed future results of operations of Shang Hide Consultants, Ltd. (the
"Company") and statements preceded by, followed by or that include the words
"may," "believes," "expects," "anticipates," or the negation thereof, or similar
expressions, which constitute "forward-looking statements" within the meaning of
the Section 27A of the Securities Act of 1933 and Section 21E (the "Reform
Act")of the Securities Exchange Act of 1934 (the "Exchange Act"). For those
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Reform Act. These forward-looking
statements are based on the Company's current expectations and are susceptible
to a number of risks, uncertainties and other factors.
The Company will not undertake and specifically declines any obligation to
publicly release the result of any revisions, which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events. In addition, it is the Company's policy generally not to make any
specific projections as to future earnings, and the Company does not endorse any
projections regarding future performance that may be made by third parties.
The following discussion and analysis provides information which the Company's
management believes to be relevant to an assessment and understanding of the
Company's results of operations and financial condition. This discussion should
be read together with the Company's financial statements and the notes to
financial statements, which are included in this report, as well as the
Company's Form 10-K for the period ended December 31, 2010.
Business Overview & Plan of Operations
The Company, based on proposed business activities, is a "blank check" company.
The U.S. Securities and Exchange Commission (the SEC) defines those companies as
"any development stage company that is issuing a penny stock, within the meaning
of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended (the
Exchange Act) and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also
qualifies as a shell company, because it has no or nominal assets (other than
cash) and no or nominal operations. Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. Management does not intend to undertake any efforts to
cause a market to develop in our securities, either debt or equity, until we
have successfully completed a business combination. The Company intends to
comply with the periodic reporting requirements of the Exchange Act for so long
as it is subject to those requirements.
The Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Companys principal business objective
for the next 12 months and beyond will be to achieve long-term growth potential
through a combination with a business rather than immediate, short-term
earnings. The Company will not restrict its potential candidate target companies
to any specific business, industry or geographical location and, thus, may
acquire any type of business.
The analysis of new business opportunities will be undertaken by or under the
supervision of Marty Weigel, our President, Treasurer, Principal Financial
Officer, Principal Executive Officer and a director; and Mark Bailey, Secretary,
Vice President and a director. Mr. Weigel and Mr. Baileys experience in
identifying and conducting reverse mergers and other transactions has been
gained through their involvement, over the last ten years, as independent
auditors and consultants to a wide array of companies entering into similar
transactions. The Company believes the contacts obtained along with the
experience in analyzing and accounting for these types of transactions is
significantly beneficial in identifying potential acquisition targets.
(a) Potential for growth, indicated by new technology, anticipated market
expansion or new products;
(b)Competitive position as compared to other firms of similar size and
experience within the industry segment as well as within the industry as a
whole;
(c) Strength and diversity of management, either in place or scheduled for
recruitment;
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(d) Capital requirements and anticipated availability of required funds, to be
provided by the Registrant or from operations, through the sale of additional
securities, through joint ventures or similar arrangements or from other
sources;
(e) The cost of participation by the Registrant as compared to the perceived
tangible and intangible values and potentials;
(f) The extent to which the business opportunity can be advanced;
(g) The accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required items; and
(h) Other relevant factors.
In applying the foregoing criteria, no one of which will be controlling,
management will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to the Registrant's limited capital
available for investigation, the Registrant may not discover or adequately
evaluate adverse facts about the opportunity to be acquired.
Form of Acquisition
The manner in which the Registrant participates in an opportunity will depend
upon the nature of the opportunity, the respective needs and desires of the
Registrant and the promoters of the opportunity, and the relative negotiating
strength of the Registrant and such promoters.
It is likely that the Registrant will acquire its participation in a business
opportunity through the issuance of its common stock, par value $.001 per share
(the Common Stock) or other securities of the Registrant. Although the terms of
any such transaction cannot be predicted, it should be noted that in certain
circumstances the criteria for determining whether or not an acquisition is a
so-called "tax free" reorganization under Section 368(a)(1) of the Internal
Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of
the acquired business own 80% or more of the voting stock of the surviving
entity. If a transaction were structured to take advantage of these provisions
rather than other "tax free" provisions provided under the Code, all prior
stockholders would in such circumstances retain 20% or less of the total issued
and outstanding shares of the surviving entity. Under other circumstances,
depending upon the relative negotiating strength of the parties, prior
stockholders may retain substantially less than 20% of the total issued and
outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the
Registrant prior to such reorganization.
The stockholders of the Registrant will likely not have control of a majority of
the voting securities of the Registrant following a reorganization transaction.
As part of such a transaction, the Registrant's directors may resign and one or
more new directors may be appointed without any vote by stockholders.
In the case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders meeting and obtain the approval
of the holders of a majority of the outstanding securities. The necessity to
obtain such stockholder approval may result in delay and additional expense in
the consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder approval.
It is anticipated that the investigation of specific business opportunities and
the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial cost for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation might not be
recoverable. Furthermore, even if an agreement is reached for the participation
in a specific business opportunity, the failure to consummate that transaction
may result in the loss to the Registrant of the related costs incurred.
We presently have no employees apart from our management. Our officers and
directors are engaged in outside business activities and anticipate that they
will devote very limited time to our business until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.
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Results of Operations
During the three months ended March 31, 2011 we did not generate any revenues
nor do we expect to generate revenue until the consummation of a business
combination. As of the date of this report we have not identified a potential
target and correspondingly have not conducted negotiations or entered into a
letter of intent concerning any potential target.
For the three months ended March 31, 2011 we did not incur expenses nor was
there any activity for the period ended March 31, 2010 as it was prior to
inception on May 5, 2010. The only expenses we expect to incur are related to
the audit and review of financial statements and interim information and EDGAR
(SECs Electronic Data Gathering, Analysis and Retrieval system) filing fees
until the consummation of a business combination, if any.
Liquidity and Capital Resources
Management believes our current cash balance of $7,650 is sufficient to meet our
current obligations. Our current obligations consist of $555 in corporate start
up fees advanced by Mr. Weigel our Principal Executive and Financial Officer.
Mr. Weigel has agreed to defer payment of the obligation until the consummation
of a business combination, if any.
We believe that our current resources are sufficient to meet our on-going
operations, at their current levels, for at least the next twelve months. We are
currently unable to estimate our liquidity needs beyond the next twelve months.
Additionally, there are no firm future funding commitments by stockholders,
management, or other third party investors.
Off-Balance Sheet Arrangements
None.
Item 4T. Controls and Procedures
We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act, that are designed to ensure that
information required to be disclosed by us in reports we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our principal executive officer to allow timely
decisions regarding required disclosure.
Evaluation of disclosure and controls and procedures.
As of March 31, 2011, the Company carried out an evaluation, under the
supervision and with the participation of our Principal Executive and Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act). Based on the evaluation, the Company's Principal
Executive And Financial Officer has concluded that the Company's disclosure
controls and procedures are designed to provide reasonable assurance that
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms and are
operating in an effective manner.
Changes in internal controls over financial reporting.
There have been no changes in Company's internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
that occurred during Company's most recent quarter that has materially affected,
or is reasonably likely to materially affect, Company's internal control over
financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are unaware of any existing or pending legal proceedings or claims against
the Company.
Item 2. Recent Sales of Unregistered Securities
On May 7, 2010, the Company offered and sold an aggregate of 15,000,000 shares
of Common Stock to the three founders of the Company for an aggregate purchase
price equal to $15,000 for the initial capitalization and operations of the
Company.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matter to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
31 Section 302 Certification of Principal Executive and Financial Officer
32 Section 906 Certification of Principal Executive and Financial Officer
SIGNATURES
Pursuant to 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.
Date: May 10, 2011
SHANG HIDE CONSULTANTS, LTD.
By: /s/ Marty Weigel
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Marty Weigel, President, Treasurer,
and Director, Principal Executive
and Financial Officer
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