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 June 30, 2013
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 000-54829
UPOD, INC.
(Exact name of registrant as specified in its charter)
Delaware 46-1873883
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ADD ADDRESS
(Address of principal executive offices) (zip code)
416-729-8787
(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 X
(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 stock, as of the latest practicable date.
Class Outstanding at
November 1, 2013
Common Stock, par value $0.0001 2,600,000
Documents incorporated by reference: None
______________________________________________________________________
FINANCIAL STATEMENTS
Condensed Balance Sheets as of September 30, 2013 (unaudited)
and December 31, 2012 1
Consensed Statements of Operations for the Three and Nine
Months Ended September 30, 2013 and the Period from July 23,
2012 (Inception) to September 30, 2013 (unaudited) 2
Condensed Statements of Cash Flows for the Nine Months
Ended September 30, 2012 and the Period from July 23,
2012 (Inception) to September 30, 2013 (unaudited) 3
Notes to Financial Statements (unaudited) 4-6
______________________________________________________________________
UPOD, INC.
(FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
ASSETS
September 30,2013 December 31, 2012
----------------- -----------------
(unaudited)
Current Assets
Cash $ 260 $ 2,000
----------------- -----------------
Total asset $ 260 $ 2,000
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities $ - $ 350
----------------- -----------------
Total Liabilities - 350
----------------- -----------------
Stockholders' Equity
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
issued and outstanding - -
Common stock, $0.0001 par value, 100,000,000
shares authorized; 2,600,000 and 20,000,000
shares issued and outstanding as of
September 30, 2013 and December 31, 2012,
respectively 260 2,000
Additional paid-in capital 42,605 1,007
Accumulated deficit (42,605) (1,357)
----------------- -----------------
Total Stockholders' Equity 260 1,650
----------------- -----------------
Total Liabilities and Stockholders'
Equity $ 260 $ 2,000
================= =================
The accompanying notes are an integral part of these condensed financial statements.
1
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UPOD, INC.
(FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the
period from
For the three For the nine July 23, 2012
months ended months ended (Inception) to
September 30, September 30, September 30,
2013 2013 2013
------------- ------------ ---------------
Revenue $ - $ - $ -
Operating expenses 40,448 41,248 42,605
Income tax - - -
------------- ------------- ---------------
Net loss $ (40,448) $ (41,248) $ (42,605)
============= ============= ===============
Loss per share -
basic and diluted $ (0.02) $ (0.02)
============= =============
Weighted average shares-
basic and diluted 2,600,000 2,600,000
------------- -------------
The accompanying notes are an integral part of these condensed financial statements.
2
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UPOD, INC.
(FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the
period from
For the nine July 23, 2012
months ended (Inception) to
September 30, September 30,
2013 2013
------------- -------------
<c>
OPERATING ACTIVITIES
Net loss $ (41,248) $ (42,605)
------------- -------------
ChangeS in operating assets and liabilities
Accrued liabilities (350) -
------------ ------------
Net cash used in operating activities (41,598) (42,605)
------------ ------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock 250 2,250
Redemption of common stock (1,990) (1,990)
Proceeds from stockholders' additionl
paid-in capital 41,598 42,605
------------ ------------
Net cash provided by financing activities 39,858 42,865
------------ ------------
Net increase (decrease) in cash (1,740) 260
Cash, beginning of period 2,000 -
------------ ------------
Cash, end of period $ 260 $ 260
================
The accompanying notes are an integral part of these condensed financial statements.
3
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UPOD, INC.
(FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Sidegate Acquisition Corporation ("Sidegate" or "the Company") was
incorporated on July 23, 2012 under the laws of the State of Delaware
to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. Sidegate has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders. Sidegate will
attempt to locate and negotiate with a business entity for the combination
of that target company with Sidegate. The combination will normally take
the form of a merger, stock-for-stock exchange or stock-for-assets exchange.
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 Sidegate will be successful
in locating or negotiating with any target company. Sidegate has been
formed to provide a method for a foreign or domestic private company to
become a reporting company with a class of securities registered under
the Securities Exchange Act of 1934.
On September 27, 2013, UPOD, Inc. (formerly Sidegate Acquisition
Corporation) (the "Company") issued 2,500,000 shares of its common
stock at par representing 96% of the total outstanding 2,600,000 shares
of common stock.
On September 27, 2013, the Company redeemed an aggregate of 19,900,000 of
the then 20,000,000 shares of outstanding stock at a redemption price of
$.0001 per share for an aggregate redemption price of $1,990.
On September 27, 2013, Nicholas Agar was named as the President and
Directors of the Company.
BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC") for interim financial information. Accordingly, they
do not include all of the information and notes required by U.S. GAAP
for complete financial statements. The accompanying unaudited financial
statements include all adjustments, composed of normal recurring
adjustments, considered necessary by management to fairly state our
results of operations, financial position and cash flows. The operating
results for interim periods are not necessarily indicative of results
that may be expected for any other interim period or for the full year.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP 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 periods.
Actual results could differ from those estimates.
4
______________________________________________________________________
UPOD, INC.
(FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. The Company did
not have cash balances in excess of the Federal Deposit Insurance
Corporation limit as of September 30, 2013.
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
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 apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding during
the period. Diluted loss per common share reflects the potential dilution
that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance
of common stock that then shared in the loss of the entity. As of
September 30, 2013, there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements of
financial assets and financial liabilities and for fair value measurements
of nonfinancial items that are recognized or disclosed at fair value in the
financial statements on a recurring basis. The guidance establishes a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to measurements involving significant
unobservable inputs (Level 3 measurements). The three levels of the fair
value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical
assets or liabilities that the Company has the ability to access at the
measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The Company monitors the market conditions and evaluates the fair value
hierarchy levels at least quarterly. For any transfers in and out of the
levels of the fair value hierarchy, the Company elects to disclose the fair
value measurement at the beginning of the reporting period during which
the transfer occurred.
5
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UPOD, INC.
(FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 - GOING CONCERN
The Company has sustained operating losses since inception. It has an
accumulated deficit of $42,605 as of September 30, 2013. The Company's
continuation as a going concern is dependent on its ability to generate
sufficient cash flows from operations to meet its obligations, which it
has not been able to accomplish to date, and /or obtain additional
financing from its stockholders and/or other third parties.
These financial statements have been prepared on a going concern basis,
which implies the Company will continue to meet its obligations and
continue its operations for the next fiscal year. The continuation of
the Company as a going concern is dependent upon financial support from
its stockholders, the ability of the Company to obtain necessary equity
financing to continue operations, successfully locating and negotiate
with a business entity for the combination of that target company with
the Company.
There is no assurance that the Company will ever be profitable. The
financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of
assets or the amounts and classifications of liabilities that may
result should the Company be unable to continue as a going concern.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Not Adopted
In April 2013, the FASB issued ASU No. 2013-07, Presentation of
Financial Statements (Top 205): Liquidation Basis of Accounting. The
objective of ASU No. 2013-07 is to clarify when an entity should apply
the liquidation basis of accounting and to provide principles for the
measurement of assets and liabilities under the liquidation basis of
accounting, as well as any required disclosures. The amendments in this
standard is effective prospectively for entities that determine liquidation
is imminent during annual reporting periods beginning after December
15, 2013, and interim reporting periods therein. We are evaluating the
effect, if any, adoption of ASU No. 2013-07 will have on our financial
statements.
Other recent accounting pronouncements issued by the FASB (including
its Emerging Issues Task Force), the American Institute of Certified
Public Accountants, and the United States Securities and Exchange
Commission did not or are not believed by management to have a
material impact on the Company's present or future financial statements.
NOTE 4 STOCKHOLDER'S EQUITY
In July, 2012, the Company issued 20,000,000 common shares to two
directors and officers for an aggregated amount of $2,000 in cash.
On September 27, 2013, UPOD, Inc. (formerly Sidegate Acquisition
Corporation) (the "Company") issued 2,500,000 shares of its common
stock at par representing 96% of the total outstanding 2,600,000
shares of common stock.
On September 27, 2013, the Company redeemed an aggregate of 19,900,000
of the then 20,000,000 shares of outstanding stock at a redemption price
of $.0001 per share for an aggregate redemption price of $1,990.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
UPOD, Inc. (formerly Sidegate Acquisition Corporation) ("UPOD" or
the "Company") was incorporated on July 23, 2012 under the laws of the
State of Delaware to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. On September 26, 2013
UPOD, Inc. changed its name
Since inception UPOD has been in the developmental stage
and its operations to date have been limited to issuing shares of common
stock to its shareholders and filing a registration statement on Form
10 with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 as amended to register its class of common stock.
On September 27, 2013, the following events occurred which resulted
in a change of control of the Registrant:
The Company redeemed an aggregate of 19,900,000 of the then
20,000,000 shares of outstanding stock at a redemption price
of $.0001 per share for an aggregate redemption price of $1,990.
The then current officers and directors resigned and Nicholas Agar
was appointed to serve as director and president.
UPOD Inc. issued 2,500,000 shares of its common stock pursuant to
Section 4(2) of the Securities Act of 1933 at par representing 96% of
the total outstanding 2.600,000 shares of common stock to Nicholas Agar.
With the issuance of the 2,500,000 shares of stock and the redemption of
19,900,000 shares of stock (discussed below), the Company effected a change in
its control and the new majority shareholder(s) elected new management of the
Company. The Company may develop its business plan by future acquisitions or
mergers but no agreements have been reached regarding any acquisition or other
business combination. The Company changed its name as part of the change in
control. If the Company makes any acquisitions, mergers or other business
combination, the Company will file a Form 8-K but until such time the Company
remains a shell company.
The Company is designed to develop by merger and/or acquisition or
by development of its business plan currently developed multiple logic
based non-correlated automated systems to identify opportunities to effect
and execute transactions in the foreign exchange market utilizing definitive
indicators and mathematical computations to maximize the optimal time for
automatic implementation of an order. The Company has developed a combination
of non-correlated systems to use different models for any type of market with
a continuous screening of market conditions and volatility. The Company
anticipates that it will profit from the sale of the software to third parties
and be reimbursed a portion of the commission charge from each transaction
executed utilizing the software.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. 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.
The Company has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets.
As of September 30, 2013, the Company has not generated revenues and
has no income or cash flows from operations since inception. The continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations, to successfully locate and negotiate with a business
entity for the combination of that target company with Sidegate. Management
will pay all expenses incurred by the Company until a change in control is
effected, without expectation of repayment.
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, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. 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 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.
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
Although the Company had a change in control, 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
During the past three years, the Company has issued 22,500,000
common shares pursuant to Section 4(2) of the Securities Act of 1933
for an aggregate purchase price of $2,000 as folllows:
On July 31, 2012, the COmpany issued the following shares of
its common stock:
Name Number of Shares Consideration
Tiber Creek Corporation 10,000,000 $1,000
MB Americus LLC 10,000,000 $1,000
On September 26, 2013 an aggregate of 19,900,000 shares was
proportionatelly redeemed from the shareholders.
On September 26, 2013, the Company issued 2,500,000 shares to
Nicholas Agar at par for $250.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 26, 2013, the then shareholders of the Company
voted unaminously to change the name of the Company to UPOD, Inc.
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.
UPOD, INC.
By: /s/ Nicholas Agar
President, Chief Financial Officer
Dated: November 19, 2013