SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended: January 31, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to __________________
Commission File Number 333-138684
PHOTOMATICA, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Nevada 20-4412118
________________________ ____________________________________
(State of Incorporation) (I.R.S. Employer Identification No.)
112 North Currie Street
Carson City, Nevada, 89703-4934
___________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(775) 321-8243
____________________________________________________
(Registrant's telephone number, including area code)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act 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 shell company (as defined in
rule 12b-2 of the Exchange Act.
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of January 31, 2007, the
registrant had 10,300,000 shares of common stock, $0.001 par value, issued and
outstanding.
Transitional Small Business Disclosure Format (check one). Yes [ ] No [X]
INDEX
Page
Number
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS - UNAUDITED 3
Interim Balance Sheets as of January 31, 2007 and April 30, 2006 4
Interim Statements of Operations for the three month period
ending January 31, 2007, the nine month period ending
January 31, 2007 and the period from inception
(February 22, 2007) to January 31, 2007 5
Interim Statements of Cash Flows for the nine month period
ending January 31, 2007 and the period from inception
(February 22, 2006) to January 31, 2007 6
Notes to Interim Financial Statements January 31, 2007 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 8
ITEM 3. CONTROLS AND PROCEDURES 10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 11
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 11
ITEM 5. OTHER INFORMATION 11
ITEM 6. EXHIBITS 11
SIGNATURES 12
PHOTOMATICA, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JANUARY 31, 2007
(UNAUDITED)
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
3
PHOTOMATICA, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
January 31, 2007 April 30, 2006
(Unaudited)
________________________________________________________________________________________________________________
ASSETS
CURRENT ASSETS
Cash $ 9,101 $ -
Prepaid expense 89
________________________________________________________________________________________________________________
9,190
================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Due to related party (Note 3) $ - $ 1,379
Accounts payable and accrued liabilities 3,000 -
________________________________________________________________________________________________________________
3,000 1,379
=============================================================================================================
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock (Note 2)
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
10,200,000 shares of common stock (April 30, 2006 - 7,000,000) 10,200 7,000
Additional paid-in capital 12,800 -
Share subscriptions receivable - (7,000)
Deficit accumulated during the development stage (1,379)
(16,810)
________________________________________________________________________________________________________________
6,190 (1,379)
________________________________________________________________________________________________________________
$ 9,910 $ -
================================================================================================================
The accompanying notes are an integral part of these financial statements.
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PHOTOMATICA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Cumulative from
inception
Three months Nine months February 22,
ended ended 2006 (inception)
January 31, January 31, to January 31,
2007 2007 2007
_________________________________________________________________________________________________
EXPENSES
Office and general $ 1,938 $ 2,571 $ 3,950
Professional fees 5,860 12,860 12,860
_________________________________________________________________________________________________
NET LOSS $ (7,798) $ (15,431) $(16,810)
=================================================================================================
BASIC AND DILUTED LOSS PER SHARE $ 0.00 $ 0.00
=================================================================================================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND DILUTED 8,561,224 5,432,836
=================================================================================================
The accompanying notes are an integral part of these financial statements.
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PHOTOMATICA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative results
from inception
(February 22, 2006)
to January 31,
Nine months ended 2007
January 31, 2007
______________________________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(15,431) $(16,810)
Changes in operating assets and liabilities
Amounts due to related party (1,379) -
Pre-paid Expenses (89) (89)
Accounts payable and accrued liabilities 3,000 3,000
______________________________________________________________________________________________
NET CASH USED IN OPERATING ACTIVITIES (13,899) (13,899)
______________________________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 23,000 23,000
______________________________________________________________________________________________
NET INCREASE IN CASH 9,101 9,101
CASH, BEGINNING - -
______________________________________________________________________________________________
CASH, ENDING $ 9,101 $ 9,101
==============================================================================================
Supplemental cash flow information:
Cash paid for:
Interest $ - $ -
==============================================================================================
Income taxes $ - $ -
==============================================================================================
The accompanying notes are an integral part of these financial statements.
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PHOTOMATICA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2007
________________________________________________________________________________
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________
Photomatica, Inc. (the "Company") is in the initial development stage and has
incurred losses since inception totaling $16,810. The Company was incorporated
on February 22, 2006 in the State of Nevada. The fiscal year end of the Company
is April 30. The Company was organized to enter into the stock photographic
image sales industry. Photomatica anticipates that it will generate revenues in
the form of sales commissions from its contributing photographers.
The ability of the Company to continue as a going concern is dependent on
raising capital to fund its business plan and ultimately to attain profitable
operations. Accordingly, these factors raise substantial doubt as to the
Company's ability to continue as a going concern. The Company is funding its
initial operations by way of issuing founders' shares and entering into a
private placement offering for 4,000,000 shares at $0.005 per share. As of
January 31, 2007, the Company had issued 7,000,000 founders shares at $0.001 per
share for proceeds of $7,000 and 3,200,000 shares at $0.005 per share for
proceeds of $16,000, which has been received by the Company.
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles in the United States
for interim financial information and with the instructions to Form 10-QSB of
Regulation S-B. They do not include all information and footnotes required by
generally accepted accounting principles for complete financial statements.
However, except as disclosed herein, there have been no material changes in the
information disclosed in the notes to the financial statements for the year
ended April 30, 2006 included in the Company's Registration Form SB-2 filed with
the Securities and Exchange Commission. The interim unaudited financial
statements should be read in conjunction with those financial statements
included in the Registration Form SB-2. In the opinion of management, all
adjustments considered necessary for a fair presentation, consisting solely of
normal recurring adjustments, have been made. Operating results for the nine
months ended January 31, 2007 are not necessarily indicative of the results that
may be expected for the year ending April 30, 2007.
NOTE 2 - CAPITAL STOCK
________________________________________________________________________________
The Company's capitalization is 75,000,000 common shares with a par value of
$0.001 per share.
As of January 31, 2007, the sole director had purchased 7,000,000 shares of the
common stock in the Company at $0.001 per share with proceeds to the Company
totalling $7,000.
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PRIVATE PLACEMENT
On March 6, 2006, the Company authorized a private placement offering of up to
4,000,000 shares of common stock at a price of $0.005 per share. The total
amount to be raised in this financing is $20,000. During the six months ended
January 31, 2007, the Company issued 3,200,000 shares at $0.005 per share and
received $16,000 from the sale of its private placement stock.
NOTE 3 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________
As of January 31, 2007, the Company repaid the advances from a director, owing
at April 30, 2006 in the amount of $1,379 to pay for incorporation costs. The
amount due to the related party was unsecured, non-interest bearing and had no
set terms of repayment.
NOTE 4 - INCOME TAXES
________________________________________________________________________________
As of January 31, 2007, the Company had net operating loss carry forwards of
approximately $16,810 that may be available to reduce future years' taxable
income and will expire commencing in 2026. Availability of loss usage is subject
to change of ownership limitations under Internal Revenue Code 382. Future tax
benefits which may arise as a result of these losses have not been recognized in
these financial statements, as their realization is determined not likely to
occur and, accordingly, the Company has recorded a full valuation allowance for
the deferred tax asset relating to these tax loss carryforwards.
ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
Photomatica, Inc. ("Photomatica," "the company," or "we,") is a development
stage company incorporated on February 22, 2006 to enter into the stock
photographic image sales industry with proprietary online digital image
transaction software. The company has created a website branded "Photomatica"
(www.photomatica.com) where digital image transaction software will be available
for use by photographers and potential customers. The company intends to provide
low cost, original photographic content to both low end and high end users of
stock photographic images, such as newsletter and magazine publishers and
website designers.
The Company did not generate any revenue during the quarter ended January 31,
2007.
Total expenses for the three months ending January 31, 2007 were $7,798
resulting in an operating loss for the period of $7,798. Basic net loss per
share amounted to $0 for the three months ending January 31, 2007. The operating
loss for the period is a result of accounting and legal and other fees relating
to the preparation of Securities and Exchange Commission filings plus office and
general expenses.
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Office and general expenses for the three months ending January 31, 2007 were
$1,938. The office and general expenses relate to the costs of preparing SEC
filings and purchasing office supplies and maintaining office operations.
Professional Fees for the Quarter ending January 31, 2007 were $5,860. This
expense was for the engaged review of the company's financial statements.
Accounts payable for the period ending January 31, 2007 are nil.
Net cash provided through financing for the three months ending January 31, 2007
was nil.
On January 25, 2007 the Company filed a registration form SB-2 with the SEC. The
form SB-2 was deemed effective as of January 31, 2007 at 3:15 PM.
Plan of Operation
The Company anticipates that its current cash and cash equivalents and cash
generated from operations, if any, will not be sufficient to satisfy its
liquidity requirements for at least the next 12 months. The Company will require
additional funds prior to such time and will seek to sell additional capital
through private equity placements or debt securities or seek alternative sources
of financing. If the Company is unable to obtain this additional financing, it
may be required to reduce the scope of its business plan, which could harm its
business, financial condition and operating results. In addition, the Company
may require additional funds in order to accomplish a more rapid expansion, to
develop new or enhanced services or products or to invest in complementary
businesses, technologies, services or products. Additional funding may not be
available on favourable terms, if at all.
During the next twelve months the Company plans to continue to define its
business plan, create its website store and acquire and make available a
portfolio of images for distribution. The company will also determine what
staffing and technology resources it will require to maintain and grow its
business.
From inception the company's business operations have been primarily focused on
preparing it's registration statement and developing its business model and
marketing strategy. The company has also been engaged in determining how it can
identify and solicit photographers that may be interested in posting their
images with Photomatica, refining its marketing strategy and determining when to
implement that strategy.
Our initial plan is to start the staged procurement of online image processing
and e-commerce transaction software. During the first stage of our software
procurement, the company expects to contract with programmer's to develop free
share ware applications that will enable our photographers to catalogue their
own work and upload it to their own websites. Concurrently with this activity we
will be sourcing an image upload and cataloguing system. The Company expects
that it will spend approximately $8,000 on this activity.
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When the upload and cataloguing functions are functional we plan to begin
marketing our service to professional photographers and inviting them to join
the new system. We will also encourage amateur photographers to join the system
and add their cataloged images to the network as well. In order to market our
services to both the professional and amateur photographer community we plan to
place advertisements in photo magazines and attend various photographic trade
shows to make direct contact with potential customers. We intend to also direct
marketing efforts toward the users of digital images as well. We plan to
advertise in magazines, journals and business publications and other media that
cater to the public relations and advertising industries. We anticipate that the
total cost of marketing and advertising will be $30,000.
As the number of users expands we will continue to enhance the Client,
Transaction and Administration modules and add other functionality. We expect
that we will have the complete system operable within 12 months.
Off Balance Sheet Arrangements.
As of the date of this Quarterly Report, the current funds available to the
Company will not be sufficient to continue operations. The cost to establish the
Company and begin operations has been estimated at $38,000 over the next twelve
months and the cost of maintaining its reporting status is estimated to be
$12,000 over the same period. The officer and director, Mr. Kardos has
undertaken to provide the Company with initial operating capital to sustain our
business over the next twelve month period as the expenses are incurred in the
form of a non-secured loan. However, there is no contract in place or written
agreement securing this agreement. Management believes if the Company cannot
raise sufficient revenues or maintain its reporting status with the SEC it will
have to cease all efforts directed towards the Company. As such, any investment
previously made would be lost in its entirety.
Other than the above described situation the Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company's financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors. The
term "off-balance sheet arrangement" generally means any transaction, agreement
or other contractual arrangement to which an entity unconsolidated with the
Company is a party, under which the Company has (i) any obligation arising under
a guarantee contract, derivative instrument or variable interest; or (ii) a
retained or contingent interest in assets transferred to such entity or similar
arrangement that serves as credit, liquidity or market risk support for such
assets.
ITEM 3. CONTROLS AND PROCEDURES
Based on their most recent evaluation, which was completed within 90 days of the
filing of this Form 10-QSB, the Company's Chief Executive Officer and Treasurer
believe the Company's disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) are effective to ensure that information required
to be disclosed by the Company in this report is accumulated and communicated to
the Company's management, including its principal executive officer and
principal financial officer, as appropriate, to allow timely decisions regarding
10
required disclosure. There were no significant changes in the Company's internal
controls or other factors that could significantly affect these controls
subsequent to the date of their evaluation and there were no corrective actions
with regard to significant deficiencies and material weaknesses.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.
No director, officer, or affiliate of the Company and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material interest adverse to the Company in reference to
pending litigation.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1 Section 1350 Certification of Chief Executive Officer
32.2 Section 1350 Certification of Chief Financial Officer **
* Included in Exhibit 31.1
** Included in Exhibit 32.1
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PHOTOMATICA, INC.
By: /s/ ALAIN KARDOS
_____________________________________________________
Alain Kardos
President, Secretary Treasurer,
Principal Executive Officer,
Principal Financial Officer and sole Director
Dated: March 12, 2007
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