U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
|X| QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2005
|_| TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-51564
BEACONSFIELD I, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 34-2033194
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
497 Delaware Avenue
Buffalo, NY 14202
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (716) 882-2157
No change
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(Former name, former address and former
fiscal year, if changed since last report)
Copies to:
Feldman Weinstein LLP
420 Lexington Avenue
Suite 2620
New York, NY 10170
Attn: David N. Feldman, Esq.
Tel: (212) 869-7000
Fax: (212) 997-4242
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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. Yes X No.
Check whether the issuer is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes X No.
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 10,150,000 shares of Common
Stock, par value $.0001 per share, outstanding as of March 13, 2006.
Transitional Small Business Disclosure Format (Check one): YES |_| NO |X|
BEACONSFIELD I, INC.
- INDEX -
Page(s)
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PART I- FINANCIAL INFORMATION:
Item 1. Financial Statements:
Balance Sheets - September 30, 2005 (unaudited) and December
31, 2004 1.
Statements of Operations for the cumulative periods
November 29, 2004 (inception) to December 31, 2004 and
November 29, 2004 (inception) to September 30, 2005
(unaudited) and the three and nine months ended
September 30, 2005 (unaudited) 2.
Statement of Changes in Stockholders' Equity (unaudited) for
the cumulative period during the development stage (November
29, 2004 to September 30, 2005) 3.
Statements of Cash Flows (unaudited) for the cumulative
period during the development stage (November 29, 2005 to
September 30, 2005) and the three months ended September 30,
2005 4.
Notes to Financial Statements 5-7.
Item 2. Management's Discussion and Analysis or Plan of Operation 8.
Item 3. Controls and Procedures 8.
PART II - OTHER INFORMATION:
Item 1. Legal Proceedings 9.
Item 2. Changes in Securities 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 and Reports on Form 8-K 9.
Signatures 10.
BEACONSFIELD I, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
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September 30, December 31,
2005 2004
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(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 36,783 $ 37,515
Other current assets 359 9,500
-------- --------
Total current assets $ 37,142 $ 47,015
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued expenses $ 8,859 $ 708
Accounts payable - related party 2,000 --
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Total current liabilities 10,859 708
STOCKHOLDERS' EQUITY:
Preferred stock, $.0001 par value; 5,000,000 shares authorized;
none issued and outstanding -- --
Common stock, $.0001 par value; 75,000,000 shares authorized;
10,150,000 shares issued and outstanding 1,015 1,015
Additional paid-in capital 49,000 49,000
Deficit accumulated during the development stage (23,732) (3,708)
-------- --------
26,283 46,307
-------- --------
$ 37,142 $ 47,015
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See notes to financial statements.
1
BEACONSFIELD I, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
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For the Periods
-------------------------------
November 29, November 29,
For the Three For the Nine 2004 2004
Months Ended Months Ended (Inception) to (Inception) to
September 30, September 30, December 31, September 30,
2005 2005 2004 2005
------------- ------------- ------------ -------------
(Unaudited) (Unaudited) (Unaudited)
REVENUES $ -- $ -- $ -- $ --
GENERAL AND ADMINISTRATIVE
EXPENSES 14,745 20,024 3,708 23,732
------------ ------------ ------------ ------------
NET LOSS $ (14,745) $ (20,024) $ (3,708) $ (23,732)
============ ============ ============ ============
BASIC AND DILUTED LOSS PER SHARE
$ -- $ -- $ -- $ --
============ ============ ============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 10,150,000 10,150,000 5,228,788 9,619,281
============ ============ ============ ============
See notes to financial statements.
2
BEACONSFIELD I, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
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Deficit
Accumulated
Additional During the Total
Preferred Common Paid-in Development Stockholders'
Stock Stock Capital Stage Equity
----- ----- ------- ----- ------
BALANCE:
November 29, 2004 (Inception) $ -- $ -- $ -- $ -- $ --
Issuance of 10,150,000
shares of common stock -- 1,015 49,000 -- 50,015
Net loss -- -- -- (3,708) (3,708)
-------- -------- -------- -------- --------
BALANCE:
December 31, 2004 -- 1,015 49,000 (3,708) 46,307
Net loss (Unaudited) -- -- -- (20,024) (20,024)
-------- -------- -------- -------- --------
BALANCE:
September 30, 2005 (Unaudited) $ -- $ 1,015 $ 49,000 $(23,732) $ 26,283
======== ======== ======== ======== ========
See notes to financial statements.
3
BEACONSFIELD I, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
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For the Periods
----------------------------
November 29, November 29,
For the Three For the Nine 2004 2004
Months Ended Months Ended (Inception) to (Inception) to
September 30, September 30, December 31, September 30,
2005 2005 2004 2005
------------- ------------- ------------ -------------
(Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(14,745) $(20,024) $ (3,708) $(23,732)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in operating assets and liabilities:
Other current assets 4,500 9,141 (9,500) (359)
Accrued expenses 8,245 8,151 708 8,859
Accounts payable - related party 2,000 2,000 -- 2,000
-------- -------- -------- --------
Net cash used in operating activities -- (732) (12,500) (13,232)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock -- -- 50,015 50,015
-------- -------- -------- --------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS -- (732) 37,515 36,783
CASH AND CASH EQUIVALENTS:
Beginning of period 36,783 37,515 -- --
-------- -------- -------- --------
End of period $ 36,783 $ 36,783 $ 37,515 $ 36,783
======== ======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes $ -- $ -- $ 353 $ 353
======== ======== ======== ========
See notes to financial statements.
4
BEACONSFIELD I, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
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1. ORGANIZATION AND NATURE OF BUSINESS
Beaconsfield I, Inc. (the "Company"), located in Buffalo, New York, was
incorporated in Delaware on November 29, 2004 for the purpose of engaging in the
potential future merger or acquisition of an unidentified target business in
accordance with Rule 419 of the Securities Act of 1933 (the "Securities Act").
Since its inception, the Company's operations have primarily included raising
capital and the performance of certain administrative functions.
On December 15, 2004, the Company issued 150,000 shares of its common stock for
a total of $15 in cash in accordance with a Stock Purchase Agreement.
Additionally on that date, the Company issued 10,000,000 shares of its common
stock in a private offering, pursuant to Section 4(2) of the Securities Act, for
a total of $50,000 in cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America.
Cash and Cash Equivalents - The Company considers all highly-liquid investments
with an original maturity of three months or less to be cash equivalents.
Income Taxes - Deferred income tax assets and liabilities are recognized for the
estimated future tax consequences attributable to temporary differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases, and are measured using enacted tax rates expected to
apply in the years in which those temporary differences are expected to be
recovered or settled. A valuation allowance is provided when it is more likely
than not that the full benefit of the deferred tax assets will not be realized.
Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the reported amounts of revenues and expenses
and the disclosure of contingent liabilities. Actual results may differ from
these estimates. The accounting estimate that requires management's most
difficult and subjective judgment is the recognition and measurement of deferred
tax assets and liabilities.
Loss Per Common Share - Basic loss per share is calculated using the weighted
average number of common shares outstanding during each reporting period.
Diluted loss per share includes potentially dilutive securities such as
outstanding options and warrants, using various methods such as the treasury
stock or modified treasury stock method in the determination of dilutive shares
outstanding during each reporting period. The Company does not have any
potentially dilutive instruments.
Fair Value of Financial Instruments - The carrying value of cash and cash
equivalents, other current assets, accrued expenses and accounts payable -
related party approximates fair value due to the short period of time to
maturity.
3. EQUITY SECURITIES
Holders of shares of common stock are entitled to cast one vote for each share
held at all stockholders' meetings for all purposes, including the election of
directors. The common stock does not have cumulative voting rights.
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BEACONSFIELD I, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
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3. EQUITY SECURITIES (Continued)
The preferred stock of the Company shall be issued by the Board of Directors of
the Company in one or more classes or one or more series within any class, and
such classes or series shall have such voting powers, full or limited or no
voting powers, and such designations, preferences, limitations or restrictions
as the Board of Directors of the Company may determine, from time-to-time.
Holders of shares of stock of any class shall not be entitled as a matter of
right to subscribe for or purchase or receive any part of any new or additional
issue of shares of stock of any class, or of securities convertible into shares
of stock of any class, whether now hereafter authorized or whether issued for
money, for consideration other than money, or by way of dividend.
4. INCOME TAXES
The provision for (benefit from) income taxes consists of the following for the
three months and nine months ended September 30, 2005 and the periods November
29, 2004 (inception) to December 31, 2004 and November 29, 2004 (inception) to
September 30, 2005:
For the Periods November 29, 2004
For the Three For the Nine ---------------------------------
Months Ended Months Ended (Inception) to (Inception) to
September 30, September 30, December 31, September 30,
2005 2005 2004 2005
-------------- -------------- ------------- ------------
(Unaudited) (Unaudited) (Unaudited)
Current:
State minimum tax $ -- $ -- $ 355 $ 355
Deferred:
State (1,200) (1,600) (200) (1,800)
Federal (2,000) (2,700) (500) (3,200)
Valuation allowance 3,200 4,300 700 5,000
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$ -- $ -- $ 355 $ 355
=========== =========== ============ ===========
The provision for income taxes differs from the expected tax benefit (computed
by applying the U.S. Federal corporate tax rate of 34% to loss before income
taxes) primarily as a result of state taxes, graduated tax rates and from
increases in the valuation allowance offsetting the Company's deferred tax
assets.
The Company had approximately $5,000 and $700 in gross deferred tax assets at
September 30, 2005 and December 31, 2004, respectively, resulting from net
operating loss carryforwards. A valuation allowance has been recorded to fully
offset these deferred tax assets because the future realization of the related
income tax benefits is uncertain.
At September 30, 2005 and December 31, 2004, the Company had federal and state
net operating loss carryforwards of approximately $23,000 and $3,400,
respectively, available to offset future taxable income through 2025.
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BEACONSFIELD I, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
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5. RELATED PARTY TRANSACTIONS
Accounts payable - related party represents amounts paid on behalf of the
Company by Corsair Advisors, Inc., an entity owned by a stockholder. The amount
was subsequently paid in January 2006.
The Company utilizes the office space and equipment of a stockholder at no cost.
Management estimates such amounts to be immaterial.
6. BASIS OF PRESENTATION FOR INTERIM FINANCIAL STATEMENTS
The accompanying Interim Financial Statements of the Company as of September 30,
2005 and for the three and nine months then ended have been prepared in
accordance with accounting principles generally accepted for interim financial
statement presentation and in accordance with the instructions to Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statement presentation. In the opinion
of management, all adjustments for a fair statement of the results of operations
and financial position for the interim period presented have been included. All
such adjustments are of a normal recurring nature. This financial information
should be read in conjunction with the Financial Statements and Notes thereto
included in the Company's Form 10-SB for the period November 29, 2004
(inception) through December 31, 2004. There have been no changes in significant
accounting policies since December 31, 2004.
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Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation
The Company has not realized any revenues from operations since inception,
and its plan of operation for the next twelve months shall be to locate a
suitable acquisition or merger candidate and consummate a business combination.
The Company may need additional cash advances from stockholders to pay for
operating expenses until the Company consummates the merger with a
privately-held company. Although it is currently anticipated that the Company
can satisfy its cash requirements with additional cash advances, if needed, for
at least the next twelve months, the Company can provide no assurance that it
can continue to satisfy its cash requirements for such period.
Results of Operations
The Company has not conducted any active operations since inception,
except for its efforts to locate suitable acquisition or merger transactions. No
revenue has been generated by the Company during such period, and it is unlikely
the Company will have any revenues unless it is able to consummate or effect an
acquisition of, or merger with, an operating company, of which there can be no
assurance.
Item 3. Controls and Procedures.
Evaluation of disclosure controls and procedures.
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules, regulations and related forms, and
that such information is accumulated and communicated to the our principal
executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.
Within the 90 days prior to the filing date of this quarterly report, we carried
out an evaluation, under the supervision and with the participation of our
management, including our principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and principal financial officer concluded that our disclosure controls
and procedures were effective.
Changes in internal controls.
There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls and procedures subsequent
to the date we completed our evaluation. Therefore, no corrective actions were
taken.
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PART II -- OTHER INFORMATION
Item 1. Legal Proceedings. To the best knowledge of the officers and directors,
the Company is not a party to any legal proceeding or litigation.
Item 2. Changes in Securities. 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 and Reports on Form 8-K.
(a) Exhibits required by Item 601 of Regulation S-B.
Exhibit No. Description
*3.1 Certificate of Incorporation, as filed with the Delaware
Secretary of State on November 29, 2004.
*3.2 By-Laws
31.1 Certification of the Company's Principal Executive Officer and
Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, with respect to the registrant's
Quarterly Report on Form 10-QSB for the quarter ended September
30, 2005.
32.1 Certification of the Company's Principal Executive Officer and
Principal Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
* Filed as an exhibit to the Company's Registration Statement on Form
10-SB/A, as filed with the Securities and Exchange Commission on November
10, 2005, and incorporated herein by this reference.
(b) Reports on Form 8-K. None.
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused the Report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: March 22, 2006 Beaconsfield I, Inc.
By: /s/ Andrew Gertler
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Andrew Gertler
President
10