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 September 30, 2009
OR
[ ] 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 0-53257
CONSOLE ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 20-5572741
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1504 R Street, N.W., Washington, D.C. 20009
(Address of principal executive offices) (zip code)
202/387-5400
(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 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 the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer Accelerated Filer
Non-accelerated filer Smaller reporting company
(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
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at
September 30, 2009
Common Stock, par value $0.0001 1,000,000
Documents incorporated by reference: None
PART I -- FINANCIAL INFORMATION
CONSOLE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 2009
(UNAUDITED) AND DECEMBER 31, 2008
PAGE 2 CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE and
NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 AND FOR
THE PERIOD FROM SEPTEMBER 13, 2006 (INCEPTION) THROUGH
SEPTEMBER 30, 2009 (UNAUDITED)
PAGE 3 CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY FOR THE PERIOD SEPTEMBER 13, 2006 (INCEPTION)
THROUGH SEPTEMBER 30, 2009 (UNAUDITED)
PAGE 4 CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2009 AND 2008 AND FOR THE PERIOD
FROM SEPTEMBER 13, 2006 (INCEPTION) THROUGH SEPTEMBER
30, 2009 (UNAUDITED)
PAGES 5 - 7 NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2009
AND 2008
CONSOLE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
-----------------------
ASSETS
------
As of As of
Sept 30, December 31,
2009 2008
(Unaudited) ---------
----------
Cash $ 500 $ 500
------ --------
TOTAL ASSETS $ 500 $ 500
------------ ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
------------------------------------------------
LIABILITIES
TOTAL LIABILITIES $ 333 $ 2,000
------ --------
STOCKHOLDERS' EQUITY
Preferred Stock, $.0001 par value,
20,000,000 shares authorized,
none issued and outstanding - -
Common Stock, $.0001 par value,
100,000,000 shares authorized,
1,000,000 issued and outstanding 100 100
Additional paid-in capital 2,717 1,050
Deficit accumulated during
development stage (2,650) (2,650)
-------- -------
Total Stockholders' Equity
(Deficiency) 167 (1,500)
-------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 500 $ 500
======== =======
See accompanying notes to condensed financial statements
1
CONSOLE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
AND FOR THE PERIOD FROM SEPTEMBER 13, 2006 (INCEPTION)
THROUGH SEPTEMBER 30, 2009 (UNAUDITED)
For the For the For the For the For the Period
3-Months 3-Months 9-Months 9-Months from September 13,
Ended Ended Ended Ended 2006 (Inception)
Sept 30, Sept 30, Sept 30, Sept 30, through Sept 30,
2009 2008 2009 2008 2009
Income $ - $ - $ - $ - $ -
------- ------- ------ ------- -------
Expenses
Organization
expense - - - - 650
Professional Fees - - - - 2,000
------- ------- ------ ------- -------
Total expenses - - - - 2,650
------- ------- ------ ------- -------
NET LOSS - - - - (2,650)
========= ======= ======= ====== ======== =======
Basic and diluted--
loss per share $ - $ - $ - $ -
======= ======= ====== ======== =======
Weighted average
number of shares
outstanding;
basic and diluted 1,000,000 1,000,000 1,000,000 1,000,000
========= ========= ========= ========= =======
See accompanying notes to condensed financial statements
2
CONSOLE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
FOR THE PERIOD FROM SEPTEMBER 13, 2006 (INCEPTION)
THROUGH September 30, 2009 (UNAUDITED)
--------------------
Deficit
Accumulated
Additional During
Common Stock Issued Paid-In Development
Shares Amount Capital Stage Total
----------- ------ ----- ------ -------- --------
BALANCE, SEPTEMBER 13,2006
(Date of Inception)
Common Stock Issuance 1,000,000 $ 100 $ 400 $ - $ 500
Fair value of expense
contributed 535 535
Net Loss (535) (535)
---------- ------- -------- -------- ---------
BALANCE AS OF DECEMBER 31, 2006 1,000,000 100 935 (535) 500
Fair Value of expense contributed 115 115
Net Loss (115) (115)
---------- ------- -------- -------- ---------
BALANCE AS OF DECEMBER 31, 2007 1,000,000 100 1,050 (650) 500
Net Loss (2,000) (2,000)
---------- ------- -------- -------- ---------
BALANCE AS OF DECEMBER 31, 2008 1,000,000 100 1,050 (2,650) (1,500)
Fair Value of expense contributed 1,667 1,667
Net Loss - -
---------- ------- -------- -------- ---------
BALANCE AS OF September 30, 2009 1,000,000 100 2,717 (2,650) 167
========== ======= ======== ======== =========
See accompanying notes to condensed financial statements
3
CONSOLE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
------------------------
For the Period
From
For the Nine For the Nine September 13, 2006
Months Ended Months Ended (Inception) to
Sept 30, 2009 Sept 30, 2008 Sept 30, 2009
-------------- -------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ - $ - $ (2,650)
Adjustment to reconcile net loss to
net cash used by operating activities:
Contributed expenses 1,667 - 2,317
Increase (decrease) in liabilities:
Accrued expesnes (1,667) - 333
-------------- -------------- --------------
Net Cash Used In Operating Activities - - -
-------------- -------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
-------------- -------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - - 500
-------------- -------------- --------------
Net Cash Provided By Financing
Activities - - 500
-------------- -------------- --------------
INCREASE IN CASH AND CASH EQUIVALENTS - - 500
CASH AND CASH EQUIVALENTS - BEGINNING
OF PERIOD 500 500 -
-------------- -------------- --------------
CASH AND CASH EQUIVALENTS - END OF
PERIOD $ 500 $ 500 $ 500
============== ============== ==============
See accompanying notes to condensed financial statements
4
CONSOLE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
--------------------------------
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and Business Operations
Console Acquisition Corporation (a development stage company) ("the
Company") was incorporated in Delaware on September 13, 2006, to serve
as a vehicle to effect a merger, exchange of capital stock, asset acquisition
or other business combination with a domestic or foreign private business.
As of September 30, 2009, the Company had not yet commenced any formal
business operations, and all activity to date relates to the Company's
formation. The Company's fiscal year end is December 31.
The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business.
(B) Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles 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 of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
(C) Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
(D) Taxes
Deferred tax assets and liabilities are recognized for the future tax
consequence attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to be applied to taxable income in the years in which those
temporary differences are expected to reverse. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the statement
of income in the period that includes the enactment date. A valuation
allowance is provided for deferred tax assets if it is more likely than not
these items will either expire before the Company is able to realize their
benefits, or that future deductibility is uncertain. There is no current or
deferred income tax expense or benefits due to the Company not having
any material operations for the nine months ended September 30, 2009 and
2008.
5
CONSOLE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
--------------------------------
(E) Earnings Per Share
Basic earnings per share is computed by dividing income available to
common shareholders by the weighted-average number of common shares
outstanding during the period. Diluted earnings per share is computed
similar to basic earnings per share except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the
additional common shares were dilutive. There were no potentially dilutive
securities for the nine months ended September 30, 2009 and 2008.
(F) Fair Value of Financial Instruments
Effective January 1, 2009, fair value measurements are determined
by the Company's adoption of authoritative guidance issued by the FASB
with respect to fair value measurements of (a) non-financial assets
and liabilities that are recognized or disclosed at fair value in
the Company's financial statements on a recurrring basis (at least
annually) and (b) all financial assets and liabilities. Fair value
is defined as the exit price, or the amount that would be received
to sell an asset or paid to transfer a liability in an orderly
transaction between market participants as of the measurement date.
A fair value hierarchy was established for inputs used in measuring fair
value that maximizes the use of observable inputs and minimizes the use
of unobservable inputs by requiring that the most observable inputs be
used when available. Observable inputs are inputs market participants
would use in valuing the asset or liability developed based on market
data obtained from sources independent of the Company. Unobservable
inputs are inputs that reflect the Company's assumptions about the
factors market participants would use in valuing the asset or liability
developed based upon the best information available in the circumstances.
The hierarchy is broken down into three levels. Level 1 inputs are quoted
prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 inputs include quoted prices for similar assets or liabilities in
active markets. Level 3 inputs are unobservable inputs for the asset or
liability. Categorization within the valuation hierarchy is based upon
the lowest level of input that is significant to the fair value measurement.
The assets measured at fair value on a recurring basis subject to the
disclosure requirements as of September 30, 2009 are as follows:
Quote Prices in Significant
Carrying Active Markets Other Significant
Value as of for Identical Observable Unobservable
of Sept. 30, Assets Inputs Inputs
2009 (Level 1) (Level 2) (Level 3)
----------- ------------- ------------ -----------
Cash
and cash $500 $500
equivalents
(G) Recent Accounting Pronouncements
In June, 2009, the FASB issued authoritative guidance on accounting
standards codification and the hierarchy of generally accepted
accounting principles effective for interim and annual reporting periods
ending after September 15, 2009. The FASB accounting standards
codification ("ASC", "Codification") has become the source of
authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial
statements in accordance with GAAP. All existing accounting standard
documents are superseded by the Codification and any accounting
interpretive releases of the SEC issued under the authority of federal
securities laws will continue to be sources of authoritative GAAP for
SEC registrants. Beginning with the quarter ending September 30, 2009,
all references made by the Company to GAAP in its condensed
consolidated financial statements use the Codification numbering
system. The Codification does not change or alter existing
GAAP and, therefore, it does not have an impact of the Company's
financial position, results of operations and cash flows.
In June, 2009, the FASB made an update to "Consolidation--
Consolidation of Variable Interest Entities." Among other things,
the update replaces the calculation for determining which entities,
if any, have a controlling financial interest in a variable interest
entity (VIE) from a quantitative based risks and rewards calculation,
to a qualitative approach that focuses on identifying which entities
have the power to direct the activities that most significantly
impact the VIE's economic performance and the obligation to absorb
losses of the VIE or the right to receive benefits from the VIE.
The update also requires ongoing assessments as to whether an entity
is the primary beneficiary of a VIE (previously, reconsideration
was only required upon the occurrence of specific events), modifies
the presentation of consolidated VIE assets and liabilities, and
requires additional disclosures about a company's involvement in
VIEs. This update will be effective for fiscal years beginning after
November 15, 2009. The Company does not currently believe that the
adoption of this update will have any effect on its condensed
financial statements.
NOTE 2 STOCKHOLDERS' EQUITY
(A) Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred stock at
$.0001 par value, with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of
Directors.
(B) Common Stock
The Company is authorized to issue 100,000,000 shares of common stock
at $.0001 par value. The Company issued 500,000 shares of its common
stock to Tiber Creek Corporation, a Delaware corporation, and 500,000
shares of its common stock to IRAA Fin Serv, an unincorporated California
business entity, pursuant to Section 4(2) of the Securities Act of 1933 for
an aggregate consideration of $500.
6
CONSOLE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
--------------------------------
NOTE 3 RELATED PARTIES
Legal counsel to the Company is a firm owned by the President of the
Company who also owns 100% of the outstanding stock of Tiber Creek
Corporation, a 50% shareholder. Tiber Creek Corporation will perform
consulting services for the Company in the future. Additional paid-in
capital as of September 30, 2009 includes $2,317 of fair value of
organization and professional costs incurred by related parties on
behalf of the Company.
NOTE 4 SUBSEQUENT EVENT
In preparing these financial statements, the Company has evaluated
events and transactions for potential recognition or disclosure through
November 12, 2009, the date the financial statements were issued. No
subsequent events were identified that would have required a change to
the financial statements or disclosure in the notes to the financial
statements.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company will attempt to locate and negotiate with a business
entity for the combination of that target company with the Company. The
combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange (the "business combination"). In
most instances the target company will wish to structure the business
combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will be successful
in locating or negotiating with any target business.
The Company has not restricted its search for any specific kind of
businesses, and it may acquire a business which is in its preliminary or
development stage, which is already in operation, or in essentially any
stage of its business life. It is impossible to predict the status of any
business in which the Company may become engaged, in that such business
may need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which the Company
may offer.
In implementing a structure for a particular business acquisition,
the Company may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another
corporation or entity.
It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from registration
under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of its transaction, the
Company may agree to register all or a part of such securities
immediately after the transaction is consummated or at specified times
thereafter. If such registration occurs, it will be undertaken by the
surviving entity after the Company has entered into an agreement for a
business combination or has consummated a business combination. The
issuance of additional securities and their potential sale into any
trading market which may develop in the Company's securities may depress
the market value of the Company's securities in the future if such a
market develops, of which there is no assurance.
The Company will participate in a business combination only after
the negotiation and execution of appropriate agreements. Negotiations
with a target company will likely focus on the percentage of the Company
which the target company shareholders would acquire in exchange for their
shareholdings. Although the terms of such agreements cannot be
predicted, generally such agreements will require certain representations
and warranties of the parties thereto, will specify certain events of
default, will detail the terms of closing and the conditions which must
be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms. Any merger or acquisition effected by
the Company can be expected to have a significant dilutive effect on the
percentage of shares held by the Company's shareholders at such time.
In June, 2009, the FASB issued authoritative guidance on accounting
standards codification and the hierarchy of generally accepted
accounting principles effective for interim and annual reporting periods
ending after September 15, 2009. The FASB accounting standards
codification ("ASC", "Codification") has become the source of
authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial
statements in accordance with GAAP. All existing accounting standard
documents are superseded by the Codification and any accounting
interpretive releases of the SEC issued under the authority of federal
securities laws will continue to be sources of authoritative GAAP for
SEC registrants. Beginning with the quarter ending September 30, 2009,
all references made by the Company to GAAP in its condensed
consolidated financial statements use the Codification numbering
system. The Codification does not change or alter existing
GAAP and, therefore, it does not have an impact of the Company's
financial position, results of operations and cash flows.
In June, 2009, the FASB made an update to "Consolidation--
Consolidation of Variable Interest Entities." Among other things,
the update replaces the calculation for determining which entities,
if any, have a controlling financial interest in a variable interest
entity (VIE) from a quantitative based risks and rewards calculation,
to a qualitative approach that focuses on identifying which entities
have the power to direct the activities that most significantly
impact the VIE's economic performance and the obligation to absorb
losses of the VIE or the right to receive benefits from the VIE.
The update also requires ongoing assessments as to whether an entity
is the primary beneficiary of a VIE (previously, reconsideration
was only required upon the occurrence of specific events), modifies
the presentation of consolidated VIE assets and liabilities, and
requires additional disclosures about a company's involvement in
VIEs. This update will be effective for fiscal years beginning after
November 15, 2009. The Company does not currently believe that the
adoption of this update will have any effect on its condensed
financial statements.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, summarized and processed timely. The principal executive
officer is directly involved in the day-to-day operations of the Company.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
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.
CONSOLE ACQUISITION CORPORATION
By: /s/ James M. Cassidy
President, Chief Financial Officer
Dated: November 12, 2009
Pursuant to the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ James M. Cassidy Director November 12, 2009