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, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to __________________
Commission File Number 000-52638
PHOTOMATICA, INC.
_________________________________________________________________
(Exact name of small business issuer as specified in its charter)
Nevada 20-4412118
________________________________________ _________________________________
(State of Incorporation or organization) (IRS Employer Identification No.)
112 North Curry Street
Carson City, Nevada, 89703-4934
________________________________________
(Address of principal executive offices)
(775) 321-8220
___________________________
(Issuer's telephone number)
Check whether the issuer (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, 2008, the
registrant had 10,200,000 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 ............................................... 3
Balance Sheets as of January 31, 2008 (unaudited) and April 30, 2007........ 4
Statements of Operations for three months ended January 31, 2008 and
January 31, 2007; nine months ended January 31, 2008 and January 31,
2007 and cumulative from inception (February 22, 2006) to January 31,
2008........................................................................ 5
Statements of Cash Flows for nine months ended January 31, 2008 and
January 31, 2007 and cumulative results from inception (February 22,
2006) to January 31, 2008................................................... 6
Notes to Interim Financial Statements to January 31, 2008................... 7
Item 2. Management's Discussion and Analysis or Plan of Operation........... 8
Item 3. Controls and Procedures ............................................ 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................... 9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......... 9
Item 3. Defaults Upon Senior Securities .................................... 9
Item 4. Submission of Matters to a Vote of Security Holders ................ 9
Item 5. Other Information .................................................. 9
Item 6. Exhibits ...........................................................10
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PHOTOMATICA, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JANUARY 31, 2008
(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, 2008 April 30, 2007
(Unaudited)
______________________________________________________________________________________________________________
ASSETS
CURRENT ASSETS
Cash $ 44 $ 3,345
Prepaid expense 350 -
______________________________________________________________________________________________________________
$ 394 $ 3,345
==============================================================================================================
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Due to related party $ 10,670 $ -
Accounts payable and accrued liabilities 10,815 12,610
______________________________________________________________________________________________________________
21,485 12,610
==============================================================================================================
STOCKHOLDERS' DEFICIT
Capital stock
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
10,000,000 shares of common stock (April 30, 2006 - 10,200,000) 10,000 10,200
Additional paid-in capital 12,000 12,800
Deficit accumulated during the development stage (43,091) (32,265)
______________________________________________________________________________________________________________
(21,091) (9,265)
______________________________________________________________________________________________________________
$ 394 $ 3,345
==============================================================================================================
The accompanying notes are an integral part of these financial statements.
4
PHOTOMATICA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Cumulative
from inception
February 22,
Three months Three months Nine months Nine months 2006
Ended Ended Ended Ended (inception)
January 31, January 31, January 31, January 31, to January
2008 2007 2008 2007 31, 2008
__________________________________________________________________________________________________________________________________
EXPENSES
Office and general $ 691 $ 1,938 $ 2,892 $ 2,571 $ 8,860
Professional fees 4,468 5,860 7,934 12,860 34,231
__________________________________________________________________________________________________________________________________
NET LOSS $ (5,159) $ (7,798) $ (10,826) $ (15,431) $ (43,091)
==================================================================================================================================
BASIC AND DILUTED NET LOSS PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00
================================================================================================================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES 10,000,000 8,561,224 10,000,000 5,432,836
OUTSTANDING - BASIC AND DILUTED
================================================================================================================
The accompanying notes are an integral part of these financial statements.
5
PHOTOMATICA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative results
Nine months Nine months from February 22,
Ended Ended 2006 (inception) to
January 31, 2008 January 31, 2007 January 31, 2008
__________________________________________________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(10,826) $(15,431) $ (43,091)
Changes in operating assets and liabilities
Prepaid Expenses (350) (89) (350)
Accounts payable and accrued liabilities (1,795) 3,000 10,815
__________________________________________________________________________________________________________________
NET CASH USED IN OPERATING ACTIVITIES (12,971) (12,520) (32,626)
__________________________________________________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
Due to related party 10,670 (1,379) 10,670
Proceeds from issuance of common stock - 23,000 23,000
Cancellation of common stock (1,000) - (1,000)
__________________________________________________________________________________________________________________
NET CASH PROVIDED BY FINANCING ACTIVITIES 9,670 21,621 32,670
__________________________________________________________________________________________________________________
NET INCREASE (DECREASE) IN CASH (3,301) 9,101 44
CASH, BEGINNING 3,345 - -
__________________________________________________________________________________________________________________
CASH, ENDING $ 44 $ 9,101 $ 44
==================================================================================================================
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
(UNAUDITED)
________________________________________________________________________________
NOTE 1 - BASIS OF PRESENTATION
________________________________________________________________________________
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, 2007 included in the Company's Form 10K-SB filed with the
Securities and Exchange Commission. The interim unaudited financial statements
should be read in conjunction with those financial statements included in the
Form 10K-SB 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, 2008 are not
necessarily indicative of the results that may be expected for the year ending
April 30, 2008.
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ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
Photomatica, Inc. ("Photomatica," "the Company," "our" 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 established 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,
2008.
Plan of Operation
We anticipate that our current cash and cash equivalents and cash generated from
operations, if any, will not satisfy our liquidity requirements for at least the
next 12 months. We will require additional funds and the Company will seek to
raise additional capital through private equity placements, debt or alternative
sources of financing. If we are unable to obtain this additional financing, we
may be required to reduce the scope of our business plan, which could harm our
business, financial condition and operating results. In addition, we may also
require additional funds 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 to meet our requirements
may not be available on favourable terms, if at all.
During the next twelve months we plan to continue to define our business plan,
develop our website, store and acquire and make available a portfolio of images
for distribution. We will also determine the staffing and technology resources
we will require to maintain and grow our business.
The Company has been focused on developing our business model and marketing
strategy. We now plan to begin preparing plans for identifying and soliciting
photographers that may be interested in posting their images to the Photomatica
portal, refining our marketing strategy and determining when to implement that
strategy.
Our plan is to start the staged procurement of online image processing and
e-commerce transaction software within the next twelve months and enhance our
services as feasible. During the first stage of software procurement, we expect
to contract with programmer's to develop free shareware 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 and procuring an
image upload and cataloguing system. We expect that we will spend approximately
$8,000 on this activity.
When the upload and cataloguing systems are functional we plan to begin
marketing our service to professional photographers and invite them to join the
new system. We will also encourage amateur photographers to join the system and
add their cataloged images to the network. 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 so
as to make direct contact with potential customers. We also intend to undertake
direct marketing efforts aimed toward the users of digital images. 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 $35,000.
As the number of users expands we will continue to enhance the Client,
Transaction and Administration program modules and add other functionality as we
are able to do so. We expect that we will have the complete system operable
within 12 months.
We do not expect any purchases or sales of plant or significant equipment in the
next twelve months.
Management does not expect significant changes in the number of employees. Our
sole officer and director will be responsible for the initial product sourcing
and we will hire an independent consultant to build our website site. We also
intend to hire sales representatives initially on a commission only basis so as
to keep administrative overhead to a minimum.
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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 is estimated to be approximately $42,000 over the
next twelve months and the cost of maintaining our reporting status is estimated
to be $12,000 over this 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 that 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 circumstances 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.
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 Principal
Financial Officer believe the Company's disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15e and 15d-15e) 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 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 issuer and no owner of record or
beneficiary of more than 5% of the securities of the issuer, or any security
holder is a party adverse to the small business issuer or has a material
interest adverse to the small business issuer.
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.
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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
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 17, 2008
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