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, 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 January 11, 2010.
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.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
XTRASAFE, INC
(A Development Stage Company)
Balance Sheets
ASSETS
------
November 30, August 31,
2009 2009
------------ ----------
CURRENT ASSETS
Cash and Cash equivalents ...................... $ 7,545 $ 11,989
-------- --------
Total Current Assets ......................... 7,545 11,989
-------- --------
TOTAL ASSETS ................................. $ 7,545 $ 11,989
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses .......... $ 2,245 $ 1,753
-------- --------
Total Current Liabilities .................... 2,245 1,753
======== ========
STOCKHOLDERS' EQUITY (DEFICIT)
Capital Stock
Authorized:
100,000,000 common shares, $.001 par value
Issued and outstanding shares 10,950,000
at 8/31/09 and 9,000,000 at 8/31/08 ........ 10,950 10,950
Additional paid-in capital ..................... 17,550 17,550
Deficit accumulated during the development stage (23,200) (18,264)
-------- --------
Total Stockholders' Equity (Deficit) ......... 5,300 10,236
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) ........................... $ 7,545 $ 11,989
======== ========
The accompanying notes are an integral part of these financial statements.
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XTRASAFE, INC.
(A Development Stage Company)
Statements of Operations
For the Three Months Ended June 05, 2008,
November 30, (inception) to
----------------------------- November 30,
2009 2008 2009
------------ ------------ --------------
REVENUES .................... $ - $ - $ -
------------ ------------ ------------
OPERATING EXPENSES
Professional Expenses ..... 4,000 - 13,025
General & Administrative .. 936 3,578 10,175
------------ ------------ ------------
Total Operating Expenses 4,936 3,578 23,200
------------ ------------ ------------
LOSS FROM OPERATIONS ........ (4,936) (3,578) (23,200)
------------ ------------ ------------
OTHER EXPENSES
Interest expense .......... - - -
------------ ------------ ------------
Total Other Expenses .... - - -
------------ ------------ ------------
LOSS BEFORE INCOME TAXES .... (4,936) (3,578) (23,200)
PROVISION FOR INCOME TAXES .. - -
------------ ------------ ------------
NET LOSS .................... $ (4,936) $ (3,578) $ (23,200)
============ ============ ============
BASIC & FULLY DILUTED LOSS
PER COMMON SHARE ........... $ (0.00) $ (0.00)
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING .. 10,950,000 9,000,000
============ ============
The accompanying notes are an integral part of these financial statements
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XTRASAFE, INC.
(A Development Stage Company)
Statements of Cash Flows
For the
Three Months Ended June 05, 2008,
November 30, (inception) to
--------------------- November 30,
2009 2008 2009
-------- -------- --------------
OPERATING ACTIVITIES
Net loss ...................................... $ (4,936) $ (3,578) $(23,200)
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable ....... 492 3,500 2,245
-------- -------- --------
Net Cash Used by Operating Activities ....... (4,445) (78) (20,956)
======== ======== ========
FINANCING ACTIVITIES
Common stock issued for cash .................. - - 28,500
-------- -------- --------
Net Cash Provided by Financing Activities ... - - 28,500
======== ======== ========
NET INCREASE IN CASH AND CASH EQUIVALENTS ..... (4,445) (78) 7,545
CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD 11,989 8,880 -
-------- -------- --------
CASH & CASH EQUIVALENTS AT END OF PERIOD ...... $ 7,545 8,802 7,545
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest .................................... $ - $ - $ -
Income Taxes ................................ $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
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XTRASAFE, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(NOVEMBER 30, 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
November 30, 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, 2009 audited financial statements.
The results of operations for the periods ended November 30, 2009 and
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 company has
accumulated a deficit in the amount of $23,200 from June 5, 2008 (date
of inception) to November 30, 2009.
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.
NOTE 3 - SUBSEQUENT EVENTS
None. The Company has evaluated subsequent events through January 8,
2010, the date which the financial statements were available to be
issued, and no such events have occurred.
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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
- ---------------------
LIQUIDITY AND CAPITAL RESOURCES. For the 3 months ended November 30, 2009, we
have $7,545 cash on hand and in our corporate bank accounts compared to $8,802
for the 3 months ended November 30, 2008. For the 3 months ended November 30,
2009 we have total current liabilities of $2,245 which consists of accounts
payable and accrued expenses of $2,245 compared to current liabilities of $3,500
for the 3 months ended November 30, 2008.
REVENUES. Our Company posted losses of $4,936 for the 3 months ended November
30, 2009 compared to $3,578 For the 3 months ended November 30, 2008. The
company continued to have no source of revenues or any other income for the
period. We have no revenues and have only achieved losses since inception.
From inception to November 30, 2009 we have incurred losses of $ 23,200. The
principal components of our losses for this period as above were regulatory
compliance in addition to general and administration expense.
OPERATING EXPENSES. For the 3 months ended November 30, 2009, our total expenses
were $4,936, which were represented by $936 for general and administrative
expenses and $4,000 for professional fees. Our loss from operations and net loss
was also $4,936 for the period ended November 30, 2009. This is in comparison to
the 3 months ended November 30, 2008, where our total expenses were $3,578 which
was represented by $3,578 in general and administration expenses.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to a smaller reporting company.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934. Our internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:
o Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and disposition of our
assets;
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o Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with U.S. generally accepted accounting principles, and that our
receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and
o Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our 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. Also, 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 and provide only
reasonable assurance, not absolute assurance, with respect to financial
statement preparation and presentation. The design of an internal control system
reflects resource constraints and the benefits must be considered relative to
the costs of implementing and maintaining the system.
Management assessed the effectiveness of the Company's internal control over
financial reporting as of November 30, 2009. This assessment was based on
criteria established in Internal Control--Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based
on our assessment, we believe that as of November 30, 2009 the Company's
internal control over financial reporting was effective based on those criteria.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by March 31, 2010. Additionally, we plan to test our updated
controls and remediate our deficiencies by March 31, 2010.
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.
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.
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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/ Daniel Baker
-------------------
Daniel Baker
President, Treasurer,
principal executive officer,
principal financial and accounting
officer and sole Director
Dated: January 12, 2010
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