UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2009
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. 10,950,000 shares of
common stock are issued and outstanding as of February 28, 2009.
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q/A Amendment No. 1 is being filed for the
purpose of correcting a clerical error relating to when shares where issued to
shareholders and the number of outstanding shares at the time the Quarterly
Report was filed. This information has been updated on the cover page, the
Balance sheets, and under "WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING"
on the Statements of Operations from the Quarterly Report on Form 10-Q for the
period ended February 28, 2009 as filed with the Securities and Exchange
Commission on May 8, 2009.
TABLE OF CONTENTS
Page
No.
----
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at February 28, 2009 (unaudited) and August 31, 2008 4
Statement of Operations for the three months ended February 28,
2009, the six months ended February 28, 2009 (unaudited) and
cumulative results of operations from June 5, 2008 (Date of
Inception) to February 28, 2009 (unaudited) ....................... 5
Statement of Cash Flows for the three months ended February 28,
2009 and six months ended February 28, 2009 (unaudited) and
cumulative results of operations from June 5, 2006 (Date of
Inception) to February 28, 2009 (unaudited) ....................... 6
Notes to Financial Statements (unaudited) ......................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. ............................................ 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk. ....... 8
Item 4T Controls and Procedures. .......................................... 9
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 25, 2008. 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.
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
XTRASAFE, INC
(A Development Stage Company)
Balance Sheets
ASSETS
------
As of As of
February 28, August 31, 2008
2009 (Audited)
------------ ---------------
CURRENT ASSETS
Cash and Cash equivalents .................. $ 26,522 $ 8,880
-------- --------
Total Current Assets ..................... 26,522 8,880
-------- --------
TOTAL ASSETS ............................. $ 26,522 $ 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 10,950,000 at
2/28/09 and 9,000,000 at 8/31/08 ......... 10,950 9,000
Additional paid-in capital ................. 17,550 -
Deficit accumulated during the development
stage ..................................... (5,478) (120)
-------- --------
Total Stockholders' Equity (Deficit) ..... 23,022 8,880
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) ....................... $ 26,522 $ 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 For the Six June 05, 2008
Months Ended Months Ended (inception) to
February 28, February 28, February 28,
2009 2009 2009
------------ ------------ --------------
REVENUES ...................... $ - $ - $ -
OPERATING EXPENSES
General and administrative .. 1,780 5,358 5,478
------------ ------------ ------------
Total Operating Expenses 1,780 5,358 5,478
------------ ------------ ------------
LOSS FROM OPERATIONS .......... (1,780) (5,358) (5,478)
------------ ------------ ------------
OTHER EXPENSES
Interest expense ............ - - -
------------ ------------ ------------
Total Other Expenses ... - - -
------------ ------------ ------------
LOSS BEFORE INCOME TAXES ...... (1,780) (5,358) (5,478)
PROVISION FOR INCOME TAXES .... - -
------------ ------------ ------------
NET LOSS ...................... $ (1,780) $ (5,358) $ (5,478)
============ ============ ============
BASIC LOSS PER COMMON SHARE ... $ (0.00) $ (0.00)
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING ... 10,950,000 10,950,000
============ ============
The accompanying notes are an integral part of these financial statements
5
XTRASAFE, INC.
(A Development Stage Company)
Statements of Cash Flows
For the Three For the Six June 05, 2008
Months Ended Months Ended (inception) to
February 28, February 28, February 28,
2009 2009 2009
------------ ------------ --------------
OPERATING ACTIVITIES
Net loss ........................................ $ (1,780) $ (5,358) $ (5,478)
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 ....... (1,780) (1,858) (1,978)
-------- -------- --------
INVESTING ACTIVITIES .............................. - - -
-------- -------- --------
Net cash used in operating activities ......... - - -
FINANCING ACTIVITIES
Common stock issued for cash .................... 19,500 19,500 28,500
-------- -------- --------
Net Cash Provided by Financing Activities ... 19,500 19,500 -
-------- -------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD .. 8,802 8,880 -
-------- -------- --------
CASH & CASH EQUIVALENTS AT END OF PERIOD ........ $ 26,522 26,522 26,522
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest ...................................... $ - $ - $ -
Income Taxes .................................. $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
6
XTRASAFE, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(FEBRUARY 28, 2009)
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
February 28, 2009 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 February 28, 2009 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 second fiscal quarter 2009 the Company was focused on developing and
writing its marketing and business plan.
Results of Operations
The Company did not generate any revenue during the quarter ended February 28,
2009.
Total expenses the three (3) months ending February 28, 2009 were $1780
resulting in an operating loss for the period of $1780. Basic net loss per share
amounting to $.0001 for the three (3) months ending February 28, 2009.
General and Administrative expenses consisted primarily of office expenses and
bookkeeping for the three (3) months ending February 28, 2009 and were $1780
compared to $5,358 for the 6 months ended February 28, 2009.
Accounts payable for the period ending February 28, 2009 were $3500.
Liquidity and Capital Resources
- -------------------------------
At February 28, 2009 we had working capital of $26,522 consisting of cash on
hand of $26,522 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 February 28,
2009 was $1780 as compared to $5,358 for the six months ended February 28, 2009.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to a smaller reporting company.
8
ITEM 4T. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
company;
- Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America
and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company;
and
- Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of February 28, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
9
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of February 28, 2009.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
This annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.
Management's Remediation Initiatives. In an effort to remediate the identified
material weaknesses and other deficiencies and enhance our internal controls, we
have initiated, or plan to initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by September 30, 2009. Additionally, we plan to test our updated
controls and remediate our deficiencies by September 30, 2009.
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.
10
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: July 17, 2009
11