U.S. 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, 2010
Commission File Number 333-143935
Ads In Motion, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
4139 Corral Canyon
Bonita CA 91902
(Address of principal executive offices, including zip code)
(619) 200-6769 Fax: (619) 421-2653
(Telephone number, including area code)
Copies of Communications to:
"S" Douglas Henderson
4221 South Allison St.
Lakewood CO 80235
Phone (303) 980-8833 Fax (303) 985-1008
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 last 90 days. YES [X] 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 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [ ] 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,"
"non-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]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 or the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 9,530,000 shares as of April 13,
2010.
ITEM 1. FINANCIAL STATEMENTS
The quarterly financial statements for the three and nine months ended February
28, 2010, prepared by the company, immediately follow.
2
ADS IN MOTION, INC.
(A Development Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
As of As of
February 28, May 31,
2010 2009
-------- --------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ -- $ 1,511
-------- --------
TOTAL CURRENT ASSETS -- 1,511
NET FIXED ASSETS 577 777
-------- --------
TOTAL ASSETS $ 577 $ 2,288
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accrued Expense $ -- $ 780
Advance from officer 2,630 --
-------- --------
TOTAL CURRENT LIABILITIES 2,630 780
LONG-TERM LIABILITIES
Loan Payable -- 26,906
-------- --------
TOTAL LONG-TERM LIABILITIES -- 26,906
TOTAL LIABILITIES 2,630 27,686
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, ($0.0001 par value, 20,000,000 shares
authorized; no shares issued) -- --
Common stock, ($0.0001 par value, 80,000,000 shares
authorized; 9,530,000 shares issued and outstanding
as of February 28, 2010 and May 31, 2009 953 953
Additional paid-in capital 9,166 9,166
Deficit accumulated during development stage (12,172) (35,517)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (2,053) (25,398)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 577 $ 2,288
======== ========
See Notes to Financial Statements
3
ADS IN MOTION, INC.
(A Development Stage Company)
Statements of Operations (Unaudited)
- --------------------------------------------------------------------------------
April 4, 2001
Nine Months Nine Months Three Months Three Months (inception)
Ended Ended Ended Ended through
February 28, February 28, February 28, February 28, February 28,
2010 2009 2010 2009 2010
---------- ---------- ---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- -- -- -- --
OPERATING COSTS
Depreciation 200 200 67 66 759
Administrative expenses 10,129 14,442 2,707 3,114 43,841
---------- ---------- ---------- ---------- ----------
TOTAL OPERATING COSTS (10,329) (14,642) (2,774) (3,180) (44,600)
---------- ---------- ---------- ---------- ----------
OTHER INCOME & (EXPENSES)
Other income -- 100 -- 100 100
Forgiveness 34,565 -- 34,565 -- 34,565
Interest expense (891) (760) -- (328) (2,237)
---------- ---------- ---------- ---------- ----------
TOTAL OTHER INCOME & (EXPENSES) 33,674 (660) 34,565 (228) 32,428
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ 23,345 $ (15,302) $ 31,791 $ (3,408) $ (12,172)
========== ========== ========== ========== ==========
BASIC EARNINGS PER SHARE $ 0.00 $ (0.00) $ 0.00 $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 9,530,000 9,530,000 9,530,000 9,530,000
========== ========== ========== ==========
See Notes to Financial Statements
4
ADS IN MOTION, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From April 4, 2001 (inception) through February 28, 2010
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Development
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
<c>
BALANCE APRIL 4, 2001 -- $ -- $ -- $ -- $ --
Net Loss, May 31, 2001 -- --
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2001 -- -- -- -- --
---------- ------ ------- --------- ---------
Net Loss, May 31, 2002 -- --
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2002 -- -- -- -- --
---------- ------ ------- --------- ---------
Net Loss, May 31, 2003 -- --
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2003 -- -- -- -- --
---------- ------ ------- --------- ---------
Net Loss, May 31, 2004 -- --
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2004 -- -- -- -- --
---------- ------ ------- --------- ---------
Net Loss, May 31, 2005 -- --
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2005 -- -- -- -- --
---------- ------ ------- --------- ---------
Stock issued for cash and
services on December 7, 2005
@ $.002 per share 500,000 50 50 100
Net Loss, May 31, 2006 (100) (100)
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2006 500,000 50 50 (100) --
---------- ------ ------- --------- ---------
Stock issued for cash on May 9,
2007 @ $.000625 per share 8,000,000 800 4,200 5,000
Stock issued for services on May 9,
2007 @ $.000625 per share 30,000 3 16 19
Net Loss, May 31, 2007 (41) (41)
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2007 8,530,000 853 4,266 (141) 4,978
---------- ------ ------- --------- ---------
Stock Issued for cash on August 27,
2007 @ $.005 per share 1,000,000 100 4,900 5,000
Net Loss, May 31, 2008 (15,654) (15,654)
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2008 9,530,000 953 9,166 (15,795) (5,676)
---------- ------ ------- --------- ---------
Net Loss, May 31, 2009 (19,722) (19,722)
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2009 9,530,000 953 9,166 (35,517) (25,398)
---------- ------ ------- --------- ---------
Net Loss, February 28, 2010 23,345 23,345
---------- ------ ------- --------- ---------
BALANCE, FEBRUARY 28, 2010 (UNAUDITED) 9,530,000 $ 953 $ 9,166 $ (12,172) $ (2,053)
========== ====== ======= ========= =========
See Notes to Financial Statements
5
ADS IN MOTION, INC.
(A Development Stage Company)
Statements of Cash Flow (Unaudited)
- --------------------------------------------------------------------------------
April 4, 2001
Nine Months Nine Months Three Months Three Months (inception)
Ended Ended Ended Ended through
February 28, February 28, February 28, February 28, February 28,
2010 2009 2010 2009 2010
-------- -------- -------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 23,345 $(15,302) $ 31,791 $ (3,408) $(12,172)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation 200 200 67 66 759
Common stock issued for services -- -- -- -- 69
Changes in operating assets and liabilities:
Increase (decrease) in accrued expenses (780) (326) (66) 229 --
-------- -------- -------- -------- --------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 22,765 (15,428) 31,792 (3,113) (11,344)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment -- -- -- -- (1,336)
-------- -------- -------- -------- --------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES -- -- -- -- (1,336)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in advance from officer 2,630 -- 2,630 -- 2,630
Increase (Decrease) in note payable (26,906) 12,871 (32,999) -- --
Issuance of common stock -- -- -- -- 925
Additional paid-in capital -- -- -- -- 9,125
-------- -------- -------- -------- --------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (24,276) 12,871 (30,369) -- 12,680
-------- -------- -------- -------- --------
NET INCREASE (DECREASE) IN CASH (1,511) (2,557) 1,423 (3,113) --
CASH AT BEGINNING OF PERIOD 1,511 2,952 162 3,508 --
-------- -------- -------- -------- --------
CASH AT END OF PERIOD $ -- $ 395 $ -- $ 395 $ --
======== ======== ======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ -- $ -- $ --
======== ======== ======== ======== ========
Income Taxes $ -- $ -- $ -- $ -- $ --
======== ======== ======== ======== ========
See Notes to Financial Statements
6
ADS IN MOTION, INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
February 28, 2010
- --------------------------------------------------------------------------------
NOTE 1: ORGANIZATION AND DESCRIPTIONS OF BUSINESS
Ads In Motion, Inc, (the Company) was incorporated under the laws of the State
of Delaware on April 4, 2001. The Company has developed the concept of an
advertising service for businesses within a more-than-one story office building
to display promotional advertising on a TV monitor inside the building's
elevator. The Company is also developing advertising on a mobile van. The
Company changed its name from Paradise Yoga Retreats Inc. to Ads In Motion, Inc.
on May 7, 2007.
The Company is in the development stage. Its activities to date have been
limited to capital formation, organization, and development of its business plan
and a target customer market.
The Company has evaluated subsequent events through April 13, 2010, the date
which the financial statements were issued. The Company has determined that
there were no such events that warrant disclosure or recognition in the
financial statements.
NOTE 2: SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a May 31, year-end. Interim Financial
Statements The accompanying interim unaudited financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 8 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In our opinion, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three and nine months period ended February
28, 2010 are not necessarily indicative of the results that may be expected for
the year ending May 31, 2010. For further information, refer to the financial
statements and footnotes thereto included in our Form 10-K Report for the fiscal
year ended May 31, 2009.
B. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
C. PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Equipment and fixtures are being
depreciated using the straight-line method over the estimated asset lives, 5
year.
7
ADS IN MOTION, INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
February 28, 2010
- --------------------------------------------------------------------------------
NOTE 2: SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES - CONTINUED
D. INCOME TAXES
Income taxes are provided in accordance with Codifications topic 740, "Income
Taxes", which requires an asset and liability approach for the financial
accounting and reporting of income taxes. Current income tax expense (benefit)
is the amount of income taxes expected to be payable (receivable) for the
current year. A deferred tax asset and/or liability is computed for both the
expected future impact of differences between the financial statement and tax
bases of assets and liabilities and for the expected future tax benefit to be
derived from tax loss and tax credit carry forwards. Deferred income tax expense
is generally the net change during the year in the deferred income tax asset and
liability. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be "more likely than not" realized
in future tax returns. Tax rate changes and changes in tax law are reflected in
income in the period such changes are enacted.
E. USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States ("GAAP") requires management to make
estimates and assumptions that affect (i) the reported amounts of assets and
liabilities, (ii) the disclosure of contingent assets and liabilities known to
exist as of the date the financial statements are published, and (iii) the
reported amount of net sales and expenses recognized during the periods
presented. Adjustments made with respect to the use of estimates often relate to
improved information not previously available. Uncertainties with respect to
such estimates and assumptions are inherent in the preparation of financial
statements; accordingly, actual results could differ from these estimates.
These estimates and assumptions also affect the reported amounts of revenues,
costs and expenses during the reporting period. Management evaluates these
estimates and assumptions on a regular basis. Actual results could differ from
those estimates.
F. PER SHARE INFORMATION
Net loss per share is calculated in accordance with Codifications topic 260,
"Earnings Per Share" for the periods presented. Basic income (loss) per share is
computed by dividing net income (loss) available to common shareholders by the
weighted average number of common shares outstanding during the reporting
period. Diluted earnings per share reflects the potential dilution that could
occur if stock options, warrants, and other commitments to issue common stock
were exercised or equity awards vest resulting in the issuance of common stock
that could share in the earnings of the Company. Diluted loss per share is the
same as basic loss per share, because the effects of the additional securities,
a result of the net loss would be anti-dilutive.
G. STOCK-BASED COMPENSATION
We follow ASC 718-10, "Stock Compensation", which addresses the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services, with a primary focus on transactions in which an entity obtains
employee services in share-based payment transactions. ASC 718-10 requires
measurement of the cost of employee services received in exchange for an award
of equity instruments based on the grant-date fair value of the award (with
limited exceptions). Incremental compensation costs arising from subsequent
modifications of awards after the grant date must be recognized. The Company has
not adopted a stock option plan and has not granted any stock options. The
Company granted stock awards, at par value, to its officers, directors and
advisors for services rendered in its formation. Accordingly, stock-based
compensation has been recorded to date.
8
ADS IN MOTION, INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
February 28, 2010
- --------------------------------------------------------------------------------
NOTE 2: SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES - CONTINUED
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In February 2010, the FASB issued Accounting Standards Update ("ASU") No.
2010-09, "Amendments to Certain Recognition and Disclosure Requirements" ("ASU
2010-09"), which is included in the FASB Accounting Standards Codification (the
"ASC") Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC filer is
required to evaluate subsequent events through the date that the financial
statements are issued. ASU 2010-09 is effective upon the issuance of the final
update and did not have a significant impact on the Company's financial
statements.
In June 2009, the FASB issued guidance now codified as ASC 105, "Generally
Accepted Accounting Principles" as the single source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with U.S. GAAP, aside from
those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is
intended to simplify user access to all authoritative U.S. GAAP by providing all
authoritative literature related to a particular topic in one place. The
adoption of ASC 105 did not have a material impact on the Company's financial
statements, but did eliminate all references to pre-codification standards.
The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.
NOTE 3: GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company generated net losses of
$12,172 during the period from April 4, 2001 (inception) through February 28,
2010. This condition raises substantial doubt about the Company's ability to
continue as a going concern. The Company's continuation as a going concern is
dependent on its ability to meet its obligations, to obtain additional financing
as may be required and ultimately to attain profitability. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
NOTE 4: WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
NOTE 5: PROPERTY AND EQUIPEMENT
Property and equipment consists of the following:
As of
------------------------------
February 28, May 31,
2010 2009
-------- --------
Equipment $ 1,336 $ 1,336
-------- --------
Total Fixed Assets 1,336 1,336
Less: Accumulated Depreciation (759) (559)
-------- --------
Net Fixed Assets $ 577 $ 777
======== ========
Depreciation expenses for the three months ended February 28, 2010 and 2009 were
$67 and $66, respectively ($200 and $200 for the nine month ended February 28,
2010 and 2009, respectively).
9
ADS IN MOTION, INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
February 28, 2010
- --------------------------------------------------------------------------------
NOTE 6: RELATED PARTY TRANSACTION
The Company neither owns nor leases any real or personal property. The officers
and directors of the Company are involved in other business activities and may,
in the future, become involved in other business opportunities as they become
available, such persons may face a conflict in selecting between the Company and
their other business interests. The Company has not formulated a policy for the
resolution of such conflicts.
Advances from officers and directors are interest free. As of February 28, 2010
and May 31, 2009, $2,630 and nil funds have been advanced to the Company,
respectively.
NOTE 7: LOAN PAYABLE
February 28, May 31,
2010 2009
-------- --------
Long-term $ -- $ 26,906
-------- --------
Total $ -- $ 26,906
======== ========
On June 5, 2007, the Company received $4,000 loan from Travers International,
Inc. This loan is at 6% interest with principle and interest all due on June 4,
2009 (Note 1).
On May 7, 2008, the Company received $5,000 loan from Travers International,
Inc. This loans is at 6% interest with principle and interest all due on May 7,
2010 (Note 2).
On July 22, 2008, the Company received $4,000 loan from Travers International,
Inc. This loans is at 6% interest with principle and interest all due on July
22, 2010 (Note 3).
On August 25, 2008, the Company received $4,000 loan from Travers International,
Inc. This loans is at 6% interest with principle and interest all due on August
22, 2010(Note 4)
On November 25, 2008, the Company executed an unsecured promissory note for
$21,871 due December 31, 2011 plus accrued interest at 6% per annual with
Travers International, Inc. (the "Travers New Note") In exchange for the unpaid
Travers Note 1 to Note 4 and interest plus an additional loan $3,000.
On May 30, 2009, the Company received $5,035 loan from Travers International,
Inc. This loans is at 6% interest with principle and interest all due on May 30,
2012 (Note 5)
On August 31, 2009, the Company received $5,393 loan from Travers International,
Inc. This loan is at 6% interest with principle and interest all due on August
31, 2012. (Note 6)
On November 30, 2009, the Company received $3,548 loan from Travers
International, Inc. This loan is at 6% interest with principle and interest all
due on November 30, 2011. (Note 7)
Interest expense for the three months ended February 28, 2010 and 2009 was zero
and $328. Accrued interest expense in total on the loan was $2,237 as of
February 28, 2010.
On February 28, 2010 Travers International, Inc. forgave all notes in the amount
of $32,999 and related interest payable of $1,566 resulting in a gain of
$34,565. The Company recorded this amount as other income.
10
ADS IN MOTION, INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
February 28, 2010
- --------------------------------------------------------------------------------
NOTE 8: NET OPERATING LOSSES
As of February 28, 2010, the Company had a net operating loss carryforward of
approximately $12,172. Net operating loss carryforward, expires twenty years
from the date the loss was incurred.
NOTE 9: STOCK TRANSACTIONS
These issuances shall be accounted for based on the fair value of the
consideration received or the fair value of the equity instruments issued, or
whichever is more readily determinable.
On December 7, 2005, the Company issued 500,000 shares of common stock for cash
of $50 and consulting services of $50.
On May 9, 2007, the Company issued 8,000,000 shares of common stock for cash of
$5,000.
On May 9, 2007, the Company issued 30,000 shares of common stock for services.
On August 27, 2007, the Company issued 1,000,000 shares of common stock for cash
of $5,000.
As of February, 2010, the Company had 9,530,000 shares of common stock issued
and outstanding.
NOTE 10: STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock:
Common stock, $0.0001 par value: 80,000,000 shares authorized; 9,530,000 issued
and outstanding as of February 28, 2010.
Preferred stock, $0.0001 par value: 20,000,000 shares authorized; no shares
issued and outstanding as of February 28, 2010.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Certain statements in this report on Form 10-Q contain or may contain
forward-looking statements that 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 consummate a merger or
business combination, 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 quarterly report in its entirety, including
but not limited to our financial statements and the notes thereto. 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. For any forward-looking statements contained in any
document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
GENERAL INFORMATION
Ads in Motion was incorporated in Delaware on April 4, 2001. Our address and
telephone numbers are 4139 Corral Canyon, Bonita CA 91902; Phone(619) 200-6769,
Fax (619) 421-2653. Ads in Motion is using the concept of an advertising service
for businesses within a more-than-one-story office building to display
promotional advertising on a TV monitor inside the building's elevators. A TV
screen mounted inside a passenger elevator has an immediate captive audience and
the advertising would principally be for businesses or professional offices
within that building. The Company is also developing advertising on a mobile
van. The Van displays a video screen and may be seen while traveling from place
to place. The advertising on the screen may be changed at will.
We are a development stage company with no revenues or profits. Our fiscal year
end is May 31st.
As of February 28, 2010 we had generated no revenues. We have been issued an
opinion by our auditor that raises substantial doubt about our ability to
continue as a going concern based on our current financial position.
We have a total of 80,000,000 authorized common shares with a par value of
$0.0001 per share with 9,530,000 common shares issued and outstanding as of
February 28, 2010.
12
PLAN OF OPERATION
In the next 12 months, Ads in Motion will pursue arrangements for the sale of
its services. Do to a shortage of capital the Company is using brochures which
have already been developed and printed. These brochures are being distributed
by placing them is places where they can be obtained by prospective customers.
Future sales and revenue will depend on the general economy and the ability of
the Company to raise additional capital.
RESULTS OF OPERATIONS
We have generated no revenues since inception and have incurred $12,172 in
expenses through February 28, 2010.
The following table provides selected financial data about our company for the
period ended February 28, 2010.
Balance Sheet Data: 2/28/10
------------------- -------
Cash $ --
Total assets $ 577
Total liabilities $ 2,630
Shareholders' equity $(2,053)
On December 7, 2005, Ads in Motion (then named Paradise Yoga Retreats, Inc.)
sold 500,000 shares of its common stock to Travers International, Inc. for $100.
On May 9, 2007, Ads in Motion sold 8,000,000 shares of common stock to S.
Douglas Henderson for a total of $5,000. On May 9 2007, the Company issued
30,000 shares of common stock to Eugene Hill for a business plan. The 30,000
shares were valued at $18.75. On August 31, 2007 the Company sold 1,000,000
shares of its common stock to Edward F. Myers III, the Company's sales manager,
for the total amount to $5,000. These sales were exempt from registration under
the Securities Act of 1933, as amended, in reliance on Section 4(2) for sales
not involving a public offering.
We incurred operating expenses of $2,774 and $3,180 for the three months ended
February 28, 2010 and 2009, respectively. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business.
We incurred operating expenses of $10,329 and $14,642 for the nine months ended
February 28, 2010 and 2009, respectively. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business.
LIQUIDITY AND CAPITAL RESOURCES
We had no cash in the bank at February 28, 2010, total assets were $577 and
outstanding liabilities were $2,630. Since inception Travers International, Inc,
a shareholder, has provided funding that enabled us to maintain a positive cash
flow. On February 28, 2010 Travers International, Inc. forgave all notes in the
amount of $32,999 and related interest payable of $1,566 resulting in a gain of
$34,565. The Company recorded this amount as other income. The Company does not
have the cash needed to pay for our current level of operating expenses over the
13
next twelve months. An officer of the Company has verbally agreed to loan us the
funds to continue operations, however he has no legal obligation to do so. We
are a development stage company and have generated no revenue to date. We
anticipate that we will need approximately $5,000 through the second quarter
2010 or until we are able to receive additional funding or generate revenues.
These fees are estimated to be $3,000 for accounting and legal fees and $2,000
for administrative costs.
GOING CONCERN
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin our website and start selling visual content images.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is accumulated and communicated to our management, including our
principal executive and financial officer, recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms relating to
our company, particularly during the period when this report was being prepared.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended February 28, 2010 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
14
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation *
3.2 Bylaws **
31 Sec. 302 Certification of Chief Executive Officer &
Chief Financial Officer
32 Sec. 906 Certification of Chief Executive Officer &
Chief Financial Officer
- ----------
* Incorporated by reference, please see our Form 10-Q filed on January 12,
2010 on the website at www.sec.gov
** Incorporated by reference, please see our Registration Statement on Form
S-1 (file number 333-143935) on the website at www.sec.gov
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf in Bonita, CA, by the undersigned, thereunto duly authorized.
April 13, 2010
Ads in Motion, Inc., Registrant
By: Edward F. Myers III
/s/ Edward F. Myers III
- --------------------------------
President and Director
Chief Executive Officer
Principal Financial Officer
Principal Accounting Officer
By: "S" Douglas Henderson
/s/ "S" Douglas Henderson
- --------------------------------
Director and Secretary
15