UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended February 28, 2009
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to __________
Commission File Number: 333-152356
SNT CLEANING, INC.
(Exact name of Registrant as specified in its charter)
Nevada 98-0453936
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9012 - 100 Street
Westlock, Alberta
T7P 2L4 Phone: 780-349-1755
(Address of principal executive offices) (Registrant's telephone number,
including area code)
Former Name, Address and Fiscal Year, If Changed Since Last Report
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 [ ]
We had a total of 10,000,000 shares of common stock issued and outstanding at
April 27, 2009.
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Transitional Small Business Disclosure Format: Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The interim financial statements included herein are unaudited but reflect, in
management's opinion, all adjustments, consisting only of normal recurring
adjustments, that are necessary for a fair presentation of our financial
position and the results of our operations for the interim periods presented.
Because of the nature of our business, the results of operations for the
quarterly period ended February 28, 2009 are not necessarily indicative of the
results that may be expected for the full fiscal year.
2
SNT CLEANING INC
(A Development Stage Company)
Balance Sheets
(Stated in US Dollars)
February 28, May 31,
2009 2008
-------- --------
Unaudited Audited
Assets
Current Assets
Cash $ 959 $ 558
Accounts Receivable -- --
Deposits 1,381 1,701
-------- --------
Total Current Assets 2,340 2,259
Total Assets $ 2,340 $ 2,259
======== ========
Liabilities
Current Liabilities
Accounts Payable $ 26,383 $ 24,815
Due to Related Party $ 19,854 4,584
-------- --------
Total Current Liabilities 46,237 29,399
Total Liabilities 46,237 29,399
-------- --------
Stockholders' Deficiency
Common Stock, $0.001 par value
75,000,00 Common Shares Authorized
10,000,000 Shares Issued 10,000 10,000
Additional Paid-in capital (9,000) (9,000)
Deficit accumulated during development period (52,397) (28,031)
Translation Adjustments 7,500 (109)
-------- --------
Total Stockholders' Deficit (43,897) (27,140)
-------- --------
Total Liabilities and Stockholders' Equity $ 2,340 $ 2,259
======== ========
The accompanying notes are an integral part of these financial statements.
3
SNT CLEANING INC
(A Development Stage Company)
Income Statements
(Stated in US Dollars)
Unaudited
For the three month For the nine month From inception
period ended period ended (April 12, 2005) to
February 28, February 29, February 28, February 29, February 28,
2009 2008 2009 2008 2009
----------- ----------- ----------- ----------- -----------
Revenue $ 10,908 $ 13,864 $ 52,285 $ 30,561 $ 101,996
----------- ----------- ----------- ----------- -----------
Expenses
Accounting & Professional Fees 1,580 -- 9,224 -- 10,118
Advertising and Promotion 113 358 764 833 1,812
Wages and Salary 14,486 13,973 49,103 30,599 96,301
Rent and Utilities 4,176 4,838 12,341 12,324 30,348
General and Administrative 1,170 864 5,219 9,379 15,814
----------- ----------- ----------- ----------- -----------
Total Expenses 21,525 20,032 76,650 53,134 154,393
----------- ----------- ----------- ----------- -----------
Provision for income tax -- -- -- -- --
Net Income (Loss) $ (10,617) $ (6,168) $ (24,366) $ (22,573) $ (52,397)
=========== =========== =========== =========== ===========
Basic & Diluted (Loss) per Common Share (0.001) (0.001) (0.002) (0.002)
----------- ----------- ----------- -----------
Weighted Average Number of Common Shares 10,000,000 10,000,000 10,000,000 10,000,000
----------- ----------- ----------- -----------
The accompanying notes are an integral part of these financial statements.
4
SNT CLEANING INC
(A Development Stage Company)
STATEMENTS OF STOCKHOLDER'S EQUITY
From Inception (April 12, 2005) to February 28, 2009
(Stated in US Dollars)
Unaudited
Deficit
Accumulated
Common Stock During
--------------------- Paid in Development Total
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Shares issued to founders
on April 12, 2005 at
$0.0001 per share 10,000,000 $10,000 $(9,000) $ -- $ 1,000
Net (Loss) for period ending
May 31, 2006 (800) (800)
---------- ------- ------- -------- --------
Balance, May 31, 2006 10,000,000 $10,000 $(9,000) $ (800) $ 200
Net (Loss) for period ending
May 31, 2007 (200) (200)
---------- ------- ------- -------- --------
Balance, May 31, 2007 10,000,000 $10,000 $(9,000) $ (1,000) $ --
Net (Loss) for period ending
May 31, 2008 (27,031) (27,031)
---------- ------- ------- -------- --------
Balance, May 31, 2008 10,000,000 $10,000 $(9,000) $(28,031) $(27,031)
Net (Loss) for nine month period
ending February 28, 2009 (24,366) (24,366)
---------- ------- ------- -------- --------
Balance, February 28, 2009 10,000,000 $10,000 $(9,000) $(52,397) $(51,397)
========== ======= ======= ======== ========
The accompanying notes are an integral part of these financial statements.
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SNT CLEANING INC
(A Development Stage Company)
Statements of Cash Flows
(Stated in US Dollars)
Unaudited
For the three month For the nine month From inception
period ended period ended (April 12, 2005) to
February 28, February 29, February 28, February 29, February 28,
2009 2008 2009 2008 2009
-------- ------- -------- -------- --------
OPERATING ACTIVITIES
Net income (loss) $(10,617) $(6,168) $(38,640) $(22,573) $(52,397)
Accounts payable 3,584 2,941 14,847 20,443 39,551
Due to related parties 10,124 5,974 16,554 5,477 4,584
Accounts Receivable -- -- (23) -- (23)
Deposits -- -- -- (1,406) (1,701)
-------- ------- -------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES 3,091 2,747 (7,263) 1,941 (9,986)
FINANCING ACTIVITIES
Common shares issued to founders @ 0.0001
per share -- -- -- -- 1,000
-------- ------- -------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- -- -- 1,000
Effect of exchange rate on cash (13) (37) 8,754 (10) 11,035
Cash at beginning of period (1,028) (779) 558 -- --
-------- ------- -------- -------- --------
CASH AT END OF PERIOD $ 2,049 $ 1,931 $ 2,049 $ 1,931 $ 2,049
======== ======= ======== ======== ========
Cash Paid For:
Interest $ -- $ -- $ -- $ -- $ --
======== ======= ======== ======== ========
Income Tax $ -- $ -- $ -- $ -- $ --
======== ======= ======== ======== ========
Non-Cash Activities
Shares issued in Lieu of Payment for Service $ -- $ -- $ -- $ -- $ --
======== ======= ======== ======== ========
Stock issued for accounts payable $ -- $ -- $ -- $ -- $ --
======== ======= ======== ======== ========
Stock issued for notes payable and interest $ -- $ -- $ -- $ -- $ --
======== ======= ======== ======== ========
Stock issued for convertible debentures and
interest $ -- $ -- $ -- $ -- $ --
======== ======= ======== ======== ========
Convertible debentures issued for services $ -- $ -- $ -- $ -- $ --
======== ======= ======== ======== ========
Warrants issued $ -- $ -- $ -- $ -- $ --
======== ======= ======== ======== ========
Stock issued for penalty on default of
convertible debentures $ -- $ -- $ -- $ -- $ --
======== ======= ======== ======== ========
Note payable issued for finance charges $ -- $ -- $ -- $ -- $ --
======== ======= ======== ======== ========
Forgiveness of note payable and accrued
interest $ -- $ -- $ -- $ -- $ --
======== ======= ======== ======== ========
The accompanying notes are an integral part of these financial statements.
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SNT CLEANING, INC.
(A Development Stage Company)
Footnotes to the Financial Statements
From Inception (April 12, 2005 to February 28, 2009)
(Stated in US Dollars)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
SNT Cleaning Inc. ("SNT Cleaning" or the "Company") was organized under the
laws of the State of Nevada on April 12, 2005 as SNT Networks Inc. On April
22, 2008 the company changed its corporate name to SNT Cleaning Inc. The
company is a full service automobile car wash and cleaning business.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a May 31 year-end.
b. Revenue Recognition
The Company recognizes revenue when persuasive evidence of an arrangement
exists, goods delivered, the contract price is fixed or determinable, and
collectability is reasonably assured.
c. Income Taxes
The Company prepares its tax returns on the accrual basis. The Company
accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("Statement 109"). Under
Statement 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
Under Statement 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
d. Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
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e. Assets
The company has a cash balance as of February 28, 2009 of $959.
f. Income
Income represents all of the company's revenue less all its expenses in the
period incurred. The Company has revenues of $101,996 from inception to
February 28, 2009 and has paid expenses of $154,393 over the same period.
For the three-month period ended February 28, 2009 it has incurred a net
loss of $10,617.
g. Basic Income (Loss) Per Share
In accordance with SFAS No. 128-"Earnings Per Share", the basic loss per
common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted loss per common share is computed similar to basic loss per common
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were
dilutive. At February 28, 2009, the Company has no stock equivalents that
were anti-dilutive and excluded in the earnings per share computation.
i. Cash and Cash Equivalents
For purposes of the statement of cash flows, the company considers all
highly liquid investments purchased with maturity of three months or less
to be cash equivalents.
j. Liabilities
Liabilities are made up of current liabilities and long-term debt. Current
liabilities as of February 28, 2009 include accounts payable of $26,383 and
an amount due to related party of $19,854 which is owed to a shareholder,
interest free.
Share Capital
a) Authorized:
75,000,000 common shares with a par value of $0.001
b) Issued:
The company issued to the founders 10,000,000 common shares of stock for
$1,000. As of February 28, 2009, there where Ten Million (10,000,000)
common shares issued and outstanding at a value of $0.001 per share
The Company has issued no authorized preferred shares.
The Company has no stock option plan, warrants or other dilutive
securities.
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k. Foreign currency transactions
The financial statements are presented in United States dollars; however,
the functional currency for the Company is the Canadian dollar. Thus, in
accordance with Statement of Financial Accounting Standards No. 52,
"Foreign Currency Translation", the current rate method is used. All
foreign denominated assets and liabilities are translated to their United
States dollar equivalents using foreign exchange rates that prevailed at
the balance sheet date. Revenue and expenses are translated at weighted
average rates of exchange during the year and stockholders' equity accounts
are translated by using historical exchange rates. Translation adjustments
resulting from using different rates on different financial statement
components are reported as a component of accumulated other comprehensive
income in the stockholders' equity section of the balance sheet.
l. Advertising Costs
The Company's policy regarding advertising is to expense advertising when
incurred. The Company had incurred a total advertising expense of $1,812
from inception (April 12, 2005) to February 28, 2009.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal
course of business. However, the Company has accumulated a loss to date.
This raises substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from this uncertainty.
As shown in the accompanying financial statements, the Company has incurred
a net loss of $52,397 for the period from April 12, 2005 (inception) to
February 28, 2009. The future of the Company is dependent upon its ability
to obtain financing and upon future profitable operations from the
development of acquisitions. Management has plans to seek additional
capital through a private placement and public offering of its common
stock. The financial statements do not include any adjustments relating to
the recoverability and classification of recorded assets, or the amounts of
and classification of liabilities that might be necessary in the event the
Company cannot continue in existence.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
The information in this discussion contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). These forward-looking statements involve risks and uncertainties,
including statements regarding SNT Cleaning, Inc.'s (the "Company") capital
needs, business strategy and expectations. Any statements contained herein that
are not statements of historical facts may be deemed to be forward-looking
statements. In some cases, you can identify forward-looking statements by
terminology such as "may", "will", "should", "expect", "plan", "intend",
"anticipate", "believe", "estimate", "predict", "potential" or "continue", the
negative of such terms or other comparable terminology. Actual events or results
may differ materially. In evaluating these statements, you should consider
various factors, including the risks outlined below, and, from time to time, in
other reports the Company files with the SEC. These factors may cause the
Company's actual results to differ materially from any forward-looking
statement. The Company disclaims any obligation to publicly update these
statements, or disclose any difference between its actual results and those
reflected in these statements. The information constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.
As used in this quarterly report, the terms "we," "us," "our," and "our company"
mean SNT Cleaning, Inc. unless otherwise indicated. All dollar amounts in this
quarterly report are in U.S. dollars unless otherwise stated.
OVERVIEW
SNT Cleaning, Inc. was founded in the State of Nevada on April 12, 2005. SNT
Cleaning Inc. is in the automotive cleaning & detailing business. The Company's
services include cleaning, detailing, and polishing for automobiles,
recreational vehicles, vans, and trucks.
SNT is a development stage company. SNT has a limited history of operations. We
presently do not have all the funding required to execute our business plan or
build name recognition. Provided we are successful with this offering, we plan
to raise additional capital at a future date so that we may build our business
and name recognition in the local community of Westlock and surrounding region.
Westlock is situated in the Province of Alberta, Canada.
We are a development stage company and we have realized minimal revenues to
date. We do not have sufficient capital to enable us to commence and complete
our business plan. We will require financing in order to conduct the development
program described in the section entitled, "Business of the Issuer."
We are not a "blank check company," as we do not intend to participate in a
reverse acquisition or merger transaction. A "blank check company" is defined by
securities laws as a development stage company that has no specific business
plan or purpose or has indicated that its business plan is to engage in a merger
or acquisition with an unidentified company or companies, or other entity or
person.
RESULTS OF OPERATIONS FOR THE PERIOD ENDED FEBRUARY 28, 2009
The accompanying financial statements show that the Company has incurred a net
loss of $24,366 for the nine month period ended February 28, 2009 and have not
generated sufficient revenues yet to offset our operating expenses.
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LIQUIDITY AND FINANCIAL CONDITION
Based on our current operating plan, we do not expect to generate sufficient
revenue to cover all our expenses for at least the next year. In addition, we do
not have sufficient cash and cash equivalents to execute our operations for the
next year. We will need to obtain additional financing to operate our business
for the next twelve months. We will raise the capital necessary to fund our
business through a private placement and public offering of our common stock.
Additional financing, whether through public or private equity or debt
financing, arrangements with shareholders or other sources to fund operations,
may not be available, or if available, may be on terms unacceptable to us. Our
ability to maintain sufficient liquidity is dependent on our ability to raise
additional capital. If we issue additional equity securities to raise funds, the
ownership percentage of our existing shareholders would be reduced. New
investors may demand rights, preferences or privileges senior to those of
existing holders of our common stock. Debt incurred by us would be senior to
equity in the ability of debt holders to make claims on our assets. The terms of
any debt issued could impose restrictions on our operations. If adequate funds
are not available to satisfy either short or long-term capital requirements, our
operations and liquidity could be materially adversely affected and we could be
forced to cease operations.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.
INFLATION
In the opinion of management, inflation has not had a material effect on our
operations.
CONSULTANTS
The Company currently has no stock option plan.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any research or development expenditures since our
incorporation.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patent or trademark.
REGISTRATION STATEMENT
On July 16, 2008, we filed a S-1 with the Security and Exchange Commission as
defined in Rule 12b-2 (ss. 240.12b-2) of the Securities Exchange Act of 1934
(the "Exchange Act"). The purpose of this registration was to register a class
of securities under Section 12 (g) of the Exchange Act. In January 12, 2009, The
Company filed an amendment to the registration statement on the form S-1.
11
HOLDERS OF OUR COMMON STOCK
As of February 28, 2009, we had approximately 20 stockholder(s) holding
10,000,000 shares of our common stock.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. We would not be able to pay our debts as they become due in the usual
course of business; or
2. Our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends and we do not plan to declare any dividends
in the foreseeable future.
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS
We evaluated the effectiveness of our disclosure controls and procedures as of
the date of this report. This evaluation was conducted by our President and
Chief Executive Officer, Robert Denman.
Disclosure controls are controls and other procedures that are designed to
ensure that information that we are required to disclose in the reports we file
pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported.
CHANGES IN INTERNAL CONTROLS
There was no change in our internal controls or in other factors that could
affect these controls during our last fiscal quarter that has materially
affected, or is reasonably likely to materially effect our internal control over
financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not a party to any material legal proceedings and to our knowledge, no
such proceedings are threatened or contemplated.
12
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to our security holders for a vote during the period
ending February 28, 2009.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit Number Description of Exhibit
- -------------- ----------------------
3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
31.1 Certification by Chief Executive Officer and Chief Financial
Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the
Exchange Act, promulgated pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, filed herewith
32.1 Certification by Chief Executive Officer and Chief Financial
Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the
Exchange Act and Section 1350 of Chapter 63 of Title 18 of
the United States Code, promulgated pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 filed herewith
- ----------
(1) Filed with the SEC as an exhibit to our Form S-1 Registration Statement
originally filed on July 16, 2008
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SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: April 27, 2009
Signature Title Date
--------- ----- ----
/s/ Robert Denman Chief Executive Officer, Chief April 27, 2009
- ---------------------------- Financial Officer, President,
Robert Denman Secretary, Treasurer and Director
(Principal Executive Officer and
Principal Accounting Officer)
14