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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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(Mark one)
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x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ----ACT OF 1934
For the Quarterly Period Ended July 31, 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: 333-156056
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LIQUID FINANCIAL ENGINES, INC.
(Exact name of registrant as specified in its charter)
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Florida 26-3439890
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
Level 8, 580 St Kilda Road
Melbourne, Victoria, Australia 3004
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 001 (613) 8532 2800
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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. |X| Yes |_| No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).* ? Yes ? No
* The registrant has not yet been phased into the interactive data
requirements
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 definitions of "accelerated filer," "large accelerated filer" and "smaller
reporting company" in Rule 12-b2 of the Exchange Act.
(Check one): Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |_| Smaller reporting company |X|
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12-b2 of the Exchange Act). |X| Yes |_| No
There were 13,200,000 shares of common stock outstanding on September 10,
2009.
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Table Of Contents
PAGE NO
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PART I. FINANCIAL INFORMATION
Item 1 Financial Statements 2
Item 2 Management's Discussion and Analysis of Financial Condition and Results of
Operations 10
Item 3 Quantitative and Qualitative Disclosure about Market Risk 11
Item 4 Controls and Procedures 11
PART II OTHER INFORMATION
Item 1 Legal Proceedings 12
Item 1A Risk Factors 12
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3 Defaults Upon Senior Securities 12
Item 4 Submission of Matters to a Vote of Security Holders 12
Item 5 Other Information 12
Item 6 Exhibits 12
SIGNATURES 13
EXHIBIT INDEX 14
Exh. 31.1 Certification 15
Exh. 31.2 Certification 17
Exh. 32.1 Certification 19
Exh. 32.2 Certification 20
1
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Introduction to Interim Financial Statements.
The interim financial statements included herein have been prepared by
Liquid Financial Engines, Inc. ("Liquid" or the "Company") without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission
(The "Commission"). Certain information and footnote disclosure normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.
In the opinion of management, all adjustments, consisting of normal
recurring adjustments necessary to present fairly the financial position of the
Company as of July 31, 2009, the results of its operations for the three and
nine month periods ended July 31, 2009 and its cash flows for the nine month
period ended July 31, 2009 have been included. The results of operations for the
interim periods are not necessarily indicative of the results for the full year.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
2
LIQUID FINANCIAL ENGINES, INC.
(A Development Stage Company)
Balance Sheet
July 31, October 31,
2009 2008
(Unaudited) ----
-----------
$ $
ASSETS
Current Assets:
Cash $231 $8,988
----------------------------------
Total Current Assets 231 8,988
----------------------------------
Total Assets 231 $8,988
==================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable and Accrued Expenses - -
Payable to affiliate - -
----------------------------------
Total Current Liabilities - -
----------------------------------
Total Liabilities - -
----------------------------------
Stockholders' Equity :
Common stock: $.0001 par value
250,000,000 shares authorised,
Issued and outstanding shares for
July 31, 2009 and October 31, 2008:
13,200,000 & 12,000,000 respectively 1,320 1,200
Additional Paid-in-Capital 19,680 7,800
Accumulated (Deficit) (20,769) (12)
----------------------------------
Total Stockholders' Equity 231 8,988
----------------------------------
Total Liabilities and Stockholders' Equity 231 8,988
==================================
See Notes to Financial Statements
3
For the three For the nine For the period
months months from inception
ended July ended July September 29,
31, 2009 31, 2009 2008 to July
-------- -------- 31, 2009
--------
Revenues $ - $ - $ -
Cost and expenses
Administration Expense 7,497 20,757 20,769
-----------------------------------------------------
7,497 20,757 20,769
-----------------------------------------------------
(Loss) from Operations (7,497) (20,757) (20,769)
Foreign Currency Exchange (Loss) - - -
-----------------------------------------------------
(Loss) before Income Tax (7,497) (20,757) (20,769)
Provision for Income Tax - - -
-----------------------------------------------------
Net (Loss) (7,497) (20,757) (20,769)
-----------------------------------------------------
Basic net (Loss) per Common Equivalent Shares (0.00) (0.00) (0.00)
Weighted Number of Common Equivalent
Shares Outstanding (000's) 13,200 12,563 12,502
See Notes to Financial Statements
4
LIQUID FINANCIAL ENGINES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
(Unaudited)
Common Additional
Stock Paid-in Accumulated
Shares Amount Capital (Deficit) Total
------ ------ ------- --------- -----
$ $ $ $
---------------------------------------------------------------------
Inception, September 29, 2008 - - - - -
Common shares issued to Founder
for cash at $0.00075 per share
(par value $0.0001) on
September 29, 2008 12,000,000 1,200 7,800 - 9,000
Loss for the period from inception
on September 29, 2008 to
October 31, 2008 - - - (12) (12)
---------------------------------------------------------------------
Balance, October 31, 2008 (audited) 12,000,000 1,200 7,800 (12) 8,988
Common Shares issued to investors
At $0.01 per share on March 26, 2009 1,200,000 120 11,880 - 12,000
Loss for the nine months ended
July 31, 2009 - - - (20,757) (20,757)
---------------------------------------------------------------------
Balance - July 31, 2009 13,200,000 1,320 19,680 (20,769) 231
---------------------------------------------------------------------
See Notes to Financial Statements
5
LIQUID FINANCIAL ENGINES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
For the
period
from
Nine inception
months Sept 29,
ended 2008 to
July 31, July 31,
2009 2009
$ $
CASH FLOWS FROM OPERATING ACTIVITIES
OPERATING ACTIVITIES
Net (Loss) ($20,757) ($20,769)
Net Cash used in Operating Activities (20,757) (20,769)
-------------------------
FINANCING ACTIVITIES
Common stock issued for cash 12,000 21,000
-------------------------
Net cash provided by financing activites 12,000 21,000
-------------------------
Net Increase/(decrease) in Cash (8,757) 231
Cash at Beginning of Period 8,988 -
-------------------------
Cash at End of Period 231 231
=========================
See Notes to Financial Statements
6
LIQUID FINANCIAL ENGINES, INC.
(A Development Stage Company)
Notes to Financial Statements
July 31, 2009
(unaudited)
(1) ORGANIZATION AND BUSINESS
Liquid Financial Engines, Inc. ("Liquid" or the "Company") was
incorporated in the State of Florida in September 2008. The principal
stockholder of Liquid is Golden Target Pty Ltd., an Australian corporation
("Golden"), which owned 96.21% of Liquid as of July 31, 2009.
In July 2009, Golden acquired a 96% interest in Liquid from certain
stockholders. In connection therewith, the Company appointed a new
President/Chief Executive Officer and Chief Financial Officer/Secretary and a
new sole Director.
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplates continuation of Liquid Financial Engines, Inc. as a going
concern. However, Liquid Financial Engines, Inc. has limited assets, has not yet
commenced revenue producing operations and has sustained recurring losses since
inception.
The Company's ability to continue operations through the remainder of
2009 is dependent upon future funding from affiliated entities, capital
raisings, or its ability to commence revenue producing operations and positive
cash flows.
(2) RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements which provides enhanced guidance for using fair value to measure
assets and liabilities. SFAS No. 157 provides a common definition of fair value
and establishes a framework to make the measurement of fair value in generally
accepted accounting principles more consistent and comparable. SFAS No. 157 also
requires expanded disclosures to provide information about the extent to which
fair value is used to measure assets and liabilities, the methods and
assumptions used to measure fair value, and the effect of fair value measures on
earnings. SFAS No. 157 is effective for financial statements issued in fiscal
years beginning after November 15, 2007 and for interim periods within those
fiscal years. In February 2008, the FASB staff issued Staff Position No. 157-2
"Effective date of FASB Statement No. 157" ("FSP FAS 157-2"). FSP FAS 157-2
delayed the effective date of FAS 157 for nonfinancial assets and nonfinancial
liabilities, except for items that are recognised or disclosed at fair value in
the financial statements on a recurring basis (at least annually). The
provisions of FSP FAS 157-2 are effective for the Company's fiscal year
beginning November 1,2009. The adoption of SFAS No.157 and Staff Position
No.157.2 has not and is not expected to have a material impact on the Company's
future reported financial position or results of operations.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities-Including an Amendment of FASB
Statement No. 115", which permits companies to choose to measure many financial
instruments and certain other items at fair value. The provisions of SFAS 159
are effective for the Company's fiscal year beginning November 1, 2008. The
adoption of SFAS No. 159 did not have an impact on our financial statements.
In December 2007, the FASB issued SFAS No. 141(R), "Business
Combinations" ("SFAS 141(R)"), which replaces SFAS 141. SFAS 141(R) requires
assets and liabilities acquired in a business combination, contingent
consideration, and certain acquired contingencies to be measured at their fair
values as of the date of acquisition. SFAS 141(R) also requires that
acquisition-related costs and restructuring costs be recognized separately from
the business combination. SFAS 141(R) is effective for fiscal years beginning
after December 15, 2008 and is effective for business combinations entered into
after November 1,2008.
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling
Interests in Consolidated Financial Statements - an Amendment of ARB No. 51"
("SFAS 160"). SFAS 160 clarifies the accounting for noncontrolling interests and
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary, including classification as a component of equity. SFAS 160 is
effective for fiscal years beginning after December 15, 2008. The Company does
not currently have any non-controlling interests..
7
In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, "Interim
Disclosures about Fair Value of Financial Instruments" ("FSP FAS 107-1 and APB
28-1"). FSP FAS 107-1 and APB 28-1 amends SFAS No. 107, "Disclosures About Fair
Value of Financial Instruments"), to require disclosures about fair value of
financial instruments for interim reporting periods of publicly traded companies
as well as in annual financial statements. FSP FAS 107-1 and APB 28-1 also
amends APB Opinion No. 28, "Interim Financial Reporting", to require those
disclosures in summarized financial information at interim reporting periods.
FSP FAS 107-1 and APB 28-1 are effective for interim reporting periods ending
after June 15, 2009, with early adoption permitted for periods ending after
March 15, 2009. FSP FAS 107-1 and APB 28-1 does not require disclosures for
earlier periods presented for comparative purposes at initial adoption. In
periods after initial adoption, FSP FAS 107-1 and APB 28-1 requires comparative
disclosures only for periods ending after initial adoption. The adoption of FSP
FAS 107-1 and APB 28-1 has had no impact on the Company's financial position,
results of operations or cash flows.
In May 2009, the Financial Accounting Standards Board ("FASB"), issued
SFAS No. 165, Subsequent Events ("SFAS No. 165"). SFAS No. 165 establishes
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or available
to be issued. SFAS No. 165 requires an entity to recognize in the financial
statements the effects of all subsequent events that provide additional evidence
about conditions that existed at the date of the balance sheet. For unrecognized
subsequent events that must be disclosed to keep the financial statements from
being misleading, an entity will be required to disclose the nature of the event
as well as an estimate of its financial effect, or a statement that such an
estimate cannot be made. In addition, SFAS No. 165 requires an entity to
disclose the date through which subsequent events have been evaluated. SFAS No.
165 is effective for the interim or annual financial periods ending after June
15, 2009. The Company adopted SFAS 165 effective for the quarter ended July 31,
2009. The adoption of this statement did not have a material effect on our
financial condition or results of operations.
In June 2009, the FASB issued SFAS No. 168, "The `FASB Accounting
Standards Codification' and the Hierarchy of Generally Accepted Accounting
Principles" ("SFAS 168"). SFAS 168 establishes the "FASB Accounting Standards
Codification" ("Codification"), which officially launched July 1, 2009, to
become the source of authoritative U.S. generally accepted accounting principles
("GAAP") recognized by the FASB to be applied by nongovernmental entities. Rules
and interpretive releases of the Securities and Exchange Commission ("SEC")
under authority of federal securities laws are also sources of authoritative
U.S. GAAP for SEC registrants. The subsequent issuances of new standards will be
in the form of Accounting Standards Updates that will be included in the
Codification. Generally, the Codification is not expected to change U.S. GAAP.
All other accounting literature excluded from the Codification will be
considered nonauthoritative. SFAS 168 is effective for financial statements
issued for interim and annual periods ending after September 15, 2009. We will
adopt SFAS 168 for our year ended October 31, 2009. We are currently evaluating
the effect on our financial statement disclosures as all future references to
authoritative accounting literature will be references in accordance with the
Codification.
(3) AFFILIATE TRANSACTIONS
There were no transactions with affiliates for the three and nine month
periods ended July 31, 2009 and for the period from inception (September 29,
2008) through July 31, 2009.
In August 2009, the Company entered into an agreement with AXIS
Consultants Pty Ltd to provide management and administration services to the
Company. AXIS is affiliated through common management. The Company is one of ten
affiliated companies under common management with AXIS. Each of the companies
has some common Directors, officers and shareholders. In addition, each of the
companies is substantially dependent upon AXIS for its senior management and
administration staff. It has been the intention of the affiliated companies and
respective Boards of Directors that each of such arrangements or transactions
should accommodate the respective interest of the relevant affiliated companies
in a manner which is fair to all parties and equitable to the shareholders of
each. Currently, there are no material arrangements or planned transactions
between the Company and any of the other affiliated companies other than AXIS.
(4) GOING CONCERN
8
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplate continuation of Liquid as a going concern. Liquid has incurred
net losses since inception and may continue to incur substantial and increasing
losses for the next several years, all of which raises substantial doubts as to
its ability to continue as a going concern.
In addition Liquid is reliant on loans and advances from corporations
affiliated with the President of Liquid. Based on discussions with these
affiliate companies, Liquid believes this source of funding will continue to be
available. Other than the arrangements noted above, Liquid has not confirmed any
other arrangement for ongoing funding. As a result Liquid may be required to
raise funds by additional debt or equity offerings in order to meet its cash
flow requirements during the forthcoming year.
The accumulated deficit of the Company from inception (September 2008)
through July 31, 2009 amounted to $20,769.
(5) INCOME TAXES
Liquid plans to file its income tax returns on an accrual basis.
(6) STOCKHOLDERS EQUITY
In September 2008, 12,000,000 shares of common stock were issued to the
Company's founder raising $9,000.
In March 2009, the Company raised $12,000 in a registered public
offering of 1,200,000 shares of common stock share pursuant to a prospectus
dated January 30, 2009..
(7) FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash. The carrying
amounts of cash approximate their respective fair values because of the short
maturities of those instruments.
(8) SUBSEQUENT EVENTS
The company has evaluated the existence of subsequent events through
September 14,2009 and has not indentified any significant subsequent events or
transactions which would require recognition or disclosure in the financial
statements
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
General
The following discussion and analysis of our financial condition and
plan of operation should be read in conjunction with the Financial Statements
and accompanying notes and the other financial information appearing elsewhere
in this report. This report contains numerous forward-looking statements
relating to our business. Such forward-looking statements are identified by the
use of words such as believes, intends, expects, hopes, may, should, plan,
projected, contemplates, anticipates or similar words. Actual operating
schedules, results of operations and other projections and estimates could
differ materially from those projected in the forward-looking statements.
Overview
Liquid Financial Engines, Inc. is a development stage company and was
incorporated in Florida on September 29, 2008, to develop and market financial
software. In July 2009, Golden Target Pty Ltd, an Australian corporation
("Golden") acquired a 96% interest in Liquid from Daniel McKelvey and certain
other stockholders. Mr. McKelvey resigned as Sole Director and Officer of
Liquid, Joseph Gutnick was appointed President, Chief Executive Officer and a
Director and Peter Lee was appointed Chief Financial Officer and Secretary.
Commencing August 2009, the Company intends to consider various business
opportunities in the energy and mining fields. The Company's planned operations
have not commenced in accordance with SFAS #7 is considered to be in the
development stage.
We have incurred net losses since our inception and may continue to
incur substantial and increasing losses for the next several years. Since
inception (September 2008)we have incurred accumulated losses of $20,769 which
was funded primarily by the sale of equity securities.
RESULTS OF OPERATION
Three Months Ended July 31, 2009.
Costs and expenses for the three months ended July 31, 2009 were $7,497
consisting primarily of legal fees, filing fees, share registry fees and
accountants fees.
Nine Months Ended July 31, 2009.
Costs and expenses for the nine months ended July 31, 2009 were $20,757
consisting primarily of legal fees, filing fees, share registry fees,
accountants fees and a DTC eligibility fee.
Liquidity and Capital Resources
For the nine months ended July 31, 2009, net cash used in operating
activities was $20,757 consisting of the net loss.
The Company's ability to continue operations through 2009 is dependent
upon future funding from affiliated entities, capital raisings, or its ability
to commence revenue producing operations and positive cash flows.
The Company continues to search for additional sources of capital, as
and when needed; however, there can be no assurance funding will be successfully
obtained. Even if it is obtained, there is no assurance that it will not be
secured on terms that are highly dilutive to existing shareholders.
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplates continuation of Liquid Financial Engines, Inc. as a going
concern. However, Liquid Financial Engines, Inc. has limited assets, has not yet
commenced revenue producing operations and has sustained recurring losses since
inception.
10
Cautionary "Safe Harbour" Statement under the United States Private Securities
Litigation Reform Act of 1995.
Certain information contained in this Form 10-Q are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 ("the Act"), which became law in December 1995. In order to obtain the
benefits of the "safe harbor" provisions of the Act for any such forward-looking
statements, we wish to caution investors and prospective investors about
significant factors which, among others, have in some cases affected our actual
results and are in the future likely to affect our actual results and cause them
to differ materially from those expressed in any such forward-looking
statements. This Form 10-Q contains forward-looking statements relating to
future financial results. Actual results may differ as a result of factors over
which we have no control, including, without limitation, the risks of
exploration and development stage projects, political risks of development in
foreign countries, risks associated with environmental and other regulatory
matters, mining risks and competitors, the volatility of commodity prices and
movements in foreign exchange rates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
At July 31, 2009, the Company had no outstanding loan facilities.
Item 4. Controls and Procedures.
a) Evaluation of Disclosure Controls and Procedures
Our principal executive officer and our principal financial officer
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934
as amended) as of the end of the period covered by this report. Based on that
evaluation, such principal executive officer and principal financial officer
concluded that, the Company's disclosure control and procedures were effective
as of the end of the period covered by this report at the reasonable level of
assurance.
b) Change in Internal Control over Financial Reporting
No change in our internal control over financial reporting occurred
during our most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect our internal control over financial
reporting.
c) Other
We believe that a controls system, no matter how well designed and
operated, can not provide absolute assurance that the objectives of the controls
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected. Therefore, a control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Our disclosure controls and procedures
are designed to provide such reasonable assurances of achieving our desired
control objectives, and our principal executive officer and principal financial
officer have concluded, as of July 31, 2009, that our disclosure controls and
procedures were effective in achieving that level of reasonable assurance.
11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Not Applicable
Item 1A. Risk Factors.
Not Applicable
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.
Not Applicable
Item 6. Exhibits.
(a) Exhibit No. Description
----------- -----------
31.1 Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the
Exchange Act
31.2 Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the
Exchange Act
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes-Oxley act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes-Oxley act of 2002
12
(FORM 10-Q)
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.
Liquid Financial Engines, Inc.
By:
/s/ Joseph I. Gutnick
Joseph I. Gutnick
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Peter Lee
Peter Lee
Secretary and
Chief Financial Officer
(Principal Financial Officer)
Dated September 10, 2009
13
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
31.1 Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the
Exchange Act
31.2 Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the
Exchange Act
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes-Oxley act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes-Oxley act of 2002
14