UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2008
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________________ TO __________________
COMMISSION FILE NUMBER: 333-153762
XTRASAFE, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 26-2780766
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Lexington Ave, 9th Floor 10022
New York, NY
(Address of principal executive offices) (Zip Code)
(646) 340-9051
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
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 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 common stock, as of the latest practicable date. 9,000,000 shares of
common stock are issued and outstanding as of November 30, 2008.
TABLE OF CONTENTS
Page
No.
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PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at November 30, 2008 (unaudited) and August 31, 2008 4
Statements of Operations for the three months ended November 30,
2008 (unaudited) and cumulative results of operations from June 5,
2008 (Date of Inception) to November 30, 2008 (unaudited) ......... 5
Statements of Changes in Stockholders' Equity as of November 30,
2008 (unaudited) .................................................. 6
Statements of Cash Flows for the three months ended November 30,
2008 (unaudited) and cumulative results of operations from June 5,
2006 (Date of Inception) to November 30, 2008 (unaudited) ......... 7
Notes to Financial Statements (unaudited) ......................... 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. ............................................ 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk. ....... 10
Item 4T Controls and Procedures. .......................................... 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. ................................................ 11
Item 1A. Risk Factors. ..................................................... 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
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this report contain or may contain forward-looking
statements. These statements, identified by words such as "plan", "anticipate",
"believe", "estimate", "should," "expect" and similar expressions include our
expectations and objectives regarding our future financial position, operating
results and business strategy. These statements are subject to known and unknown
risks, uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward - looking
statements. These forward-looking statements were based on various factors and
were derived utilizing numerous assumptions and other factors that could cause
our actual results to differ materially from those in the forward-looking
statements. These factors include, but are not limited to, our ability to secure
suitable financing to continue with our existing business or change our business
and conclude a merger, acquisition or combination with a business prospect,
economic, political and market conditions and fluctuations, government and
industry regulation, interest rate risk, U.S. and global competition, and other
factors. Most of these factors are difficult to predict accurately and are
generally beyond our control. You should consider the areas of risk described in
connection with any forward-looking statements that may be made herein. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this report. Readers should carefully review
this report in its entirety, including but not limited to our financial
statements and the notes thereto and the risks described in the company's S-1
filed on October 1, 2008 and amended S-1/A filed on November ... We advise you
to carefully review the reports and documents we file from time to time with the
Securities and Exchange Commission (the "SEC"). Except for our ongoing
obligations to disclose material information under the Federal securities laws,
we undertake no obligation to release publicly any revisions to any
forward-looking statements, to report events or to report the occurrence of
unanticipated events.
OTHER PERTINENT INFORMATION
When used in this report, the terms "we," the "Company," "our," and "us" refers
to Xtrasafe, Inc., a Florida corporation.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
XTRASAFE, INC
(A Development Stage Company)
Balance Sheets
ASSETS
------
As of As of
November 30, August 31, 2008
2008 (Audited)
------------ ---------------
CURRENT ASSETS
Cash and Cash equivalents .................... $ 8,802 $ 8,880
------- -------
Total Current Assets ....................... 8,802 8,880
------- -------
TOTAL ASSETS ............................... $ 8,802 $ 8,880
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses ........ $ 3,500 $ -
Total Current Liabilities .................. 3,500 -
------- -------
STOCKHOLDERS' EQUITY (DEFICIT)
Capital Stock (Note 3)
Authorized:
100,000,000 common shares, $.001 par value
Issued and outstanding shares 9,000,000 .. 9,000 9,000
Additional paid-in capital ................... - -
Deficit accumulated during the development
stage ...................................... (3,698) (120)
------- -------
Total Stockholders' Equity (Deficit) ....... 5,302 8,880
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) ......................... $ 8,802 $ 8,880
======= =======
The accompanying notes are an integral part of these financial statements.
4
XTRASAFE, INC
(A Development Stage Company)
Statements of Operations
For the Three June 05, 2008
Months Ended (inception) to
November 30, November 30,
2008 2008
------------- -------------
REVENUES ........................... $ - $ -
OPERATING EXPENSES
General & Administrative ......... 3,578 3,698
Total Operating Expenses ....... 3,578 3,698
------------- -------------
LOSS FROM OPERATIONS ............... (3,578) (3,698)
------------- -------------
OTHER EXPENSES
Interest expense ................. - -
------------- -------------
Total Other Expenses ........... - -
------------- -------------
LOSS BEFORE INCOME TAXES ........... (3,578) (3,698)
PROVISION FOR INCOME TAXES ......... - -
------------- -------------
NET LOSS ........................... $ (3,578) $ (3,698)
============= =============
PER SHARE DATA
BASIC LOSS PER COMMON SHARE ...... $ (0.000) $ (0.000)
============= =============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING ...... 9,000,000 9,000,000
============= =============
The accompanying notes are an integral part of these financial statements.
5
XTRASAFE, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated Total
Common Stock Additional During the Stockholders'
--------------------- Paid-In Development Equity
Shares Amount Capital Stage (Deficit)
--------- --------- ---------- ----------- -------------
Inception, June 05, 2008 ......... - $ - $ - $ - $ -
Common Shares issued to founders
for cash at $0.001 per share
on August 13, 2008 ............ 9,000,000 9,000 - - 9,000
Net loss since inception
through August 31, 2008 ....... - - - (120) (120)
--------- --------- ---------- ---------- ------------
BALANCE, AUGUST 31, 2008 (AUDITED) 9,000,000 $ 9,000 $ - $ (120) $ 8,880
========= ========= ========== ========== ============
Net loss for the Quarter ended
November 30, 2008 ............. - - - (3,578) (3,578)
--------- --------- ---------- ---------- ------------
BALANCE, NOVEMBER 30, 2008 ....... 9,000,000 $ 9,000 $ - $ (3,698) $ 5,302
========= ========= ========== ========== ============
The accompanying notes are an integral part of these financial statements
6
XTRASAFE, INC
(A Development Stage Company)
Statements of Cash Flows
For the Three June 05, 2008
Months Ended (inception) to
November 30, November 30,
2008 2008
------------- -------------
OPERATING ACTIVITIES
Net loss ........................................ $(3,578) $(3,698)
Adjustments to Reconcile Net Loss to Net
Cash Used by Operating Activities:
Changes in Operating Assets and Liabilities:
(Increase) decrease in prepaid expenses ....... - -
Increase (decrease) in accounts payable ....... 3,500 3,500
Increase (decrease) in accrued liabilities .... - -
Increase in short-term note payable (leasehold) - -
------- -------
Net Cash Used by Operating Activities ....... (78) (198)
------- -------
INVESTING ACTIVITIES .............................. - -
------- -------
Net cash used in operating activities ........... - -
------- -------
FINANCING ACTIVITIES
Common stock issued for cash .................... - 9,000
------- -------
Net Cash Provided by Financing Activities ..... - 9,000
------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS ....... (78) 8,802
CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,880 -
------- -------
CASH & CASH EQUIVALENTS AT END OF PERIOD ...... $ 8,802 $ 8,802
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest ...................................... $ - $ -
Income Taxes .................................. $ - $ -
The accompanying notes are an integral part of these financial statements.
7
XTRASAFE, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(NOVEMBER 30, 2008)
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations, and cash flows at
November 30, 2008 and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed
or omitted. It is suggested that these condensed financial statements
be read in conjunction with the financial statements and notes thereto
included in the Company's August 31, 2008 audited financial statements.
The results of operations for the periods ended November 30, 2008 are
not necessarily indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles in the United States of America
applicable to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of business.
The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs and allow it to continue as a
going concern. The ability of the Company to continue as a going
concern is dependent on the Company obtaining adequate capital to fund
operating losses until it becomes profitable. If the Company is unable
to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among
other things, additional capital resources. Management's plan is to
obtain such resources for the Company by obtaining capital from
management and significant shareholders sufficient to meet its minimal
operating expenses and seeking equity and/or debt financing. However
management cannot provide any assurances that the Company will be
successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent
upon its ability to successfully accomplish the plans described in the
preceding paragraph and eventually secure other sources of financing
and attain profitable operations. The accompanying financial statements
do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
Overview
Xtrasafe, Inc. is a development stage company, incorporated in the State of
Florida on June 5, 2008, to market and sell an electronic safe system, through
wholesale distribution channels and directly to institutional buyers (Hospitals,
Colleges and Universities, and Assisted Living Facilities) throughout the United
States.
Results of Operations
- ---------------------
The following discussion should be read in conjunction with the condensed
financial statements and segment data and in conjunction with the Company's S-1
and amended S-1/A filed October 1, 2008. Results for interim periods may not be
indicative of results for the full year.
During the first fiscal quarter 2008 the Company was focused on preparing the
documentation required to be filed with the Securities and Exchange Commission
(SEC). October 1, 2008 the Company filed a Registration Form S-1 and S-1/A
Amendment with the SEC. The Registration Form S-1 and S-1/A Amendment filed
October 1, 2008 was deemed effective as of December 3, 2008.
Results of Operations
The Company did not generate any revenue during the quarter ended November 30,
2008.
Total expenses the three (3) months ending November 30, 2008 and were $3,578
resulting in an operating loss for the period of $3,578. Basic net loss per
share amounting to $.0001 for the three (3) months ending November 30, 2008.
General and Administrative expenses consisted primarily of office expenses and
bookkeeping for the three (3) months ending November 30, 2008 and were $3,578
compared to $3,698 for the 6 months ended November 30, 2008.
Accounts payable for the period ending November 30, 2008 were 0.
Liquidity and Capital Resources
- -------------------------------
At November 30, 2008 we had working capital of $8,802 consisting of cash on hand
of $8,802 as compared to working capital of $8,880 at August 31, 2008 which
reflected our cash position.
Net cash used in operating activities for the three months ended November 30,
2008 was $3,578 as compared to $3,698 for the six months ended November 30,
2008.
9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to a smaller reporting company.
ITEM 4. CONTROLS AND PROCEDURES
Our management, with the participation of our Chief Executive Officer and Chief
Financial Officer have evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the "Exchange Act")) as of August 31, 2008. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of August 31, 2008, our disclosure controls and procedures
were not effective. Our conclusion was based on (1) our lack of systematic
accounting and disclosure procedures, (2) the lack of development of our IT
systems and (3) the lack of hiring and development of new personnel. We
attribute all of the identified weaknesses to the formative stage of our
organizational development. We currently lack the personnel resources to ensure
that our disclosure controls and procedures are adequate. We intend to address
the procedural and control issues by adding more formalized accounting
procedures.
Changes in Internal Control over Financial Reporting. There have been no changes
in our internal control over financial reporting during our last fiscal quarter
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
Not applicable to a smaller reporting company.
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 principal executive
officer
31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and
accounting officer
32.1 Section 1350 Certification of principal executive officer and principal
financial and accounting officer
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.
Xtrasafe, Inc.
BY: /s/ Sidney Zion
-------------------
Sidney Zion
President, Secretary Treasurer,
principal executive officer,
principal financial and accounting
officer and sole Director
Dated: January 14, 2009
11