UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For quarterly period ended December 31, 2011
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________ to __________
Commission File Number 333-176715
SPECIALIZER, INC.
(Exact name of registrant as specified in its charter)
Nevada 90-0617781
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
548 Market Street #15099
San Francisco, California 94104
(Address of principal executive offices) (Zip code)
Tel: 888-857-0714
Fax: +1 (206) 260-0111
(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 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 checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition 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]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The issuer has 15,100,000 shares of common stock outstanding as of January 31,
2012.
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets as of December 31, 2011(Unaudited) and June 30, 2011 3
Statements of Operations for the Three and Six Months Ended
December 31, 2011 and for the Periods from October 4, 2010 (Inception)
through December 31, 2011 and 2010 (Unaudited) 4
Statement of Stockholders' Equity for the Three Months Ended
December 31, 2011, and for the Periods from October 4, 2010 (Inception)
through December 31, 2011 (Unaudited) 5
Statements of Cash Flows for the Six Months Ended December 31, 2011,
and for the Periods from October 4, 2010 (Inception) through
December 31, 2011 and 2010 (Unaudited) 6
Notes to the Financial Statements (Unaudited) 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 13
ITEM 4. CONTROLS AND PROCEDURES 13
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 1A. RISK FACTORS 13
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13
ITEM 4. REMOVED AND RESERVED 13
ITEM 5. OTHER INFORMATION 13
ITEM 6. EXHIBITS 13
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SPECIALIZER, INC
(A Development Stage Company)
Balance Sheets
December 31, June 30,
2011 2011
-------- --------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS:
Cash $ 4,050 $ 15,088
Deferred offering costs 5,436 --
-------- --------
TOTAL CURRENT ASSETS 9,486 15,088
-------- --------
TOTAL ASSETS $ 9,486 $ 15,088
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,987 $ --
-------- --------
TOTAL CURRENT LIABILITIES 2,987 --
-------- --------
STOCKHOLDERS' EQUITY:
Preferred stock, 50,000,000 shares authorized, par value $0.001,
no share issued or outstanding -- --
Common Stock, 100,000,000 shares authorized, par value $0.001,
15,100,000 shares issued and outstanding 15,100 15,100
Deficit accumulated during the development stage (8,601) (12)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 6,499 15,088
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,486 $ 15,088
======== ========
The accompanying notes are an integral part of these financial statements.
3
SPECIALIZER, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
For the Period For the Period
from from
October 4, 2010 October 4, 2010
Three Months (Inception) Six Months (Inception)
Ended Through Ended Through
December 31, December 31, December 31, December 31,
2011 2010 2011 2011
------------ ------------ ------------ ------------
REVENUE $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------
EXPENSES 3,957 -- 8,589 8,601
------------ ------------ ------------ ------------
Income before income taxes (3,957) -- (8,589) (8,601)
Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------
NET LOSS $ (3,957) $ -- $ (8,589) $ (8,601)
============ ============ ============ ============
BASIC AND DILUTED:
Loss per common share a a a a
------------ ------------ ------------ ------------
WEIGHTED AVERAGE
Number of common shares 15,100,000 100,000 15,100,000 8,985,210
============ ============ ============ ============
----------
a = Less than ($0.01) per share
The accompanying notes are an integral part of these financial statements.
4
SPECIALIZER, INC.
(A Development Stage Company)
Statement of Stockholders' Equity
(Unaudited)
Deficit
Common Stock Accumulated
-------------------------- During the Total
Number of Development Stockholders'
Shares Amount Stage Equity
------ ------ ----- ------
October 4, 2010 (Inception) -- $ -- $ -- $ --
Common stock issued to officers
directors for cash ($0.001 per share) 15,100,000 15,100 -- 15,100
Net loss -- -- (12) (12)
---------- ---------- ---------- ----------
Balance June 30, 2011 15,100,000 15,100 (12) 15,088
---------- ---------- ---------- ----------
Net loss -- -- (4,632) (4,632)
---------- ---------- ---------- ----------
Balance September 30, 2011 15,100,000 $ 15,100 $ (4,644) $ 10,456
---------- ---------- ---------- ----------
Net loss -- -- (3,957) (3,957)
---------- ---------- ---------- ----------
Balance December 31, 2011 15,100,000 $ 15,100 $ (8,601) $ 6,499
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
5
SPECIALIZER, INC.
(A Development Stage Company)
Statements of Cashflows
(Unaudited)
For the Period For the Period
from from
October 4, 2010 October 4, 2010
Six Months (Inception) (Inception)
Ended Through Through
December 31, December 31, December 31,
2011 2010 2011
-------- -------- --------
OPERATING ACTIVITIES:
Net loss $ (8,589) $ -- $ (8,601)
Adjustments To Reconcile Net Loss To
Net Cash Used By Operating Activities
Increase in accounts payable 2,987 -- 2,987
-------- -------- --------
NET CASH USED BY OPERATING ACTIVITIES (5,602) -- (5,614)
-------- -------- --------
INVESTING ACTIVITIES:
NET CASH USED BY INVESTING ACTIVITIES -- -- --
-------- -------- --------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock -- -- 15,100
Payment of offering costs (5,436) -- (5,436)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (5,436) -- 9,664
-------- -------- --------
Net Increase (Decrease) in Cash (11,038) -- 4,050
Cash, Beginning of Period 15,088 -- --
-------- -------- --------
Cash, End of Period $ 4,050 $ -- $ 4,050
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASHFLOW INFORMATION
Cash paid during the period for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements.
6
SPECIALIZER, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2011
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Specializer, Inc. ("the Company") was incorporated under the laws of the state
of Nevada on October 4, 2010. The Company has limited operations, is considered
a development stage company and has not yet realized any revenues from its
planned operations.
The Company will create mobile business apps for professionals who work in jobs
that require a high degree of mobility. "Apps," short for "applications," are
small software programs built for use on a smartphone or mobile device. Usually
sold at a lower price compared to boxed software, apps also take up less hard
drive space and do not require extensive hardware capabilities to run. They have
relatively specialized functions, such as delivering the news, gaming and
entertainment, barcode scanning, and GPS navigation. Apps for mobile devices are
available for download through distribution platforms such as app stores.
The Company's goal is to create an app targeted at the mobile professional
workforce. Our app, to be named "SpecialApp," will help these professionals,
whose jobs require a high degree of travel and whose work entails dealing with a
differentiated client base, to record their hours, manage their invoices, and
keep track of their stock. Once developed, SpecialApp will eliminate the need to
manually log time spent commuting, working on-site, and adding up the cost of
materials. Convenience and affordability will be our main selling points.
As a development stage enterprise, the Company discloses the retained earnings
or deficit accumulated during the development stage and the cumulative
statements of operations and cash flows from inception to the current balance
sheet date.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
The accompanying unaudited condensed interim financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules and regulations of the United States
Securities and Exchange Commission ("SEC") for interim financial information.
The financial information as of June 30, 2011 is derived from the audited
financial statements. The unaudited condensed interim financial statements
should be read in conjunction with this registration statement, which contains
the audited financial statements and notes thereto.
Certain information or 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, pursuant to the
rules and regulations of the SEC for interim financial reporting. Accordingly,
they do not include all the information and footnotes necessary for a
comprehensive presentation of financial position, results of operations, or cash
flows. It is management's opinion, however, that all material adjustments
(consisting of normal recurring adjustments) have been made which are necessary
for a fair financial statement presentation. The interim results for the periods
ended December 31, 2011 are not necessarily indicative of results for the full
fiscal year.
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a June 30 fiscal year end.
EARNINGS PER SHARE
The basic earnings (loss) per share is calculated by dividing our net income
available to common shareholders by the number of common shares during the year.
The diluted earnings (loss) per share is calculated by dividing our net income
(loss) available to common shareholders by the diluted weighted average number
7
of shares outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted as of the
first of the year for any potentially dilutive debt or equity. The Company has
not issued any potentially dilutive debt or equity securities.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
DEFERRED OFFERING COSTS
Costs directly related to the issuance of common stock are capitalized when
incurred and reclassed to equity at the time proceeds from the sale of common
stock are received.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of the Company's financial instruments, consisting of
accounts payable and accrued liabilities approximate their fair value due to the
short-term maturity of such instruments. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial statements.
INCOME TAXES
A deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carry forwards.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
When required, the Company records a liability for unrecognized tax positions,
defined as the aggregate tax effect of differences between positions taken on
tax returns and the benefits recognized in the financial statements. Tax
positions are measured at the largest amount of benefit that is greater than
fifty percent likely of being realized upon ultimate settlement. No tax benefits
are recognized for positions that do not meet this threshold. The Company has no
uncertain tax positions that require the Company to record a liability. The
Company's tax year ended December, 31, 2010 remains subject to examination by
Federal and state jurisdictions.
The Company's practice is to recognize interest accrued related to unrecognized
tax benefits in interest expense and penalties in operating expenses. As of
December 31, 2011, the Company had no accrued interest or penalties.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In January 2010, the Financial Accounting Standards Board ("FASB") issued
updated guidance to amend the disclosure requirements related to recurring and
nonrecurring fair value measurements. This update requires new disclosures on
significant transfers of assets and liabilities between Level 1 and Level 2 of
the fair value hierarchy (including the reasons for these transfers) and the
reasons for any transfers in or out of Level 3. This update also requires a
reconciliation of recurring Level 3 measurements about purchases, sales,
issuances and settlements on a gross basis. In addition to these new disclosure
8
requirements, this update clarifies certain existing disclosure requirements.
For example, this update clarifies that reporting entities are required to
provide fair value measurement disclosures for each class of assets and
liabilities rather than each major category of assets and liabilities. This
update also clarifies the requirement for entities to disclose information about
both the valuation techniques and inputs used in estimating Level 2 and Level 3
fair value measurements. This update will become effective for the Company with
the interim and annual reporting period beginning January 1, 2010, except for
the requirement to provide the Level 3 activity of purchases, sales, issuances,
and settlements on a gross basis, which will become effective for the Company
with the interim and annual reporting period beginning January 1, 2011. The
Company was not be required to provide the amended disclosures for any previous
periods presented for comparative purposes. The adoption of this update did not
have an impact on the Company's financial statements.
NOTE 3. INCOME TAXES
The Company uses the liability method , where deferred tax assets and
liabilities are determined based on the expected future tax consequences of
temporary differences between the carrying amounts of assets and liabilities for
financial and income tax reporting purposes. The Company's deferred tax assets
are reduced by a valuation allowance because, in the opinion of management, it
is more likely than not that some portion or all of the deferred tax assets will
not be realized. As of December 31, 2011, the Company has not generated any
taxable income and, therefore, has no tax liability. As of December 31, 2011,
the Company has available operating loss carry forwards of approximately $8,601,
which expire in 2031.
NOTE 4. STOCKHOLDER'S EQUITY
AUTHORIZED
The Company is authorized to issue 100,000,000 shares of $0.001 par value common
stock and 50,000,000 shares of preferred stock, par value $0.001. All common
stock shares have equal voting rights, are non-assessable and have one vote per
share. Voting rights are not cumulative and, therefore, the holders of more than
50% of the common stock could, if they choose to do so, elect all of the
directors of the Company.
ISSUED AND OUTSTANDING
On October 4, 2010, the Company issued 100,000 common shares to an officer and
director for cash consideration of $0.001per share, for net proceeds of $100.
On January 18, 2011, the Company issued 5,000,000 common shares to its officers
and directors for cash consideration of $0.001 per share, for net proceeds of
$5,000.
On May 16, 2011, the Company issued 10,000,000 common shares to an officer and
director for cash consideration of $0.001 per share, for net proceeds of
$10,000.
NOTE 5. RELATED PARTY TRANSACTIONS
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes 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.
NOTE 6. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. Through December 31, 2011, the Company
has not generated any revenue or incurred any costs to implement it business
plan. 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 obtain financing to implement its business plans.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
9
Management is planning to raise funds through debt or equity offerings. There is
no guarantee that the Company will be successful in these efforts.
NOTE 7. ADVERTISING COSTS
The Company's policy regarding advertising is to expense advertising when
incurred. The Company had not incurred any advertising expense as of December
31, 2011.
NOTE 8. SUBSEQUENT EVENTS
Management has evaluated subsequent events through February 27, 2011, which is
the date the financial statements were available for issuance.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
This quarterly report on Form 10-Q contains certain forward-looking statements.
Forward-looking statements may include our statements regarding our goals,
beliefs, strategies, objectives, plans, including product and service
developments, future financial conditions, results or projections or current
expectations. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential" or "continue," the negative of
such terms, or other comparable terminology. Such forward-looking statements
appear in this Item 2 - "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and include statements regarding our
expectations regarding our short - and long-term capital requirements and our
business plan and estimated expenses for the coming 12 months. These statements
are subject to known and unknown risks, uncertainties, assumptions and other
factors that may cause actual results to be materially different from those
contemplated by the forward-looking statements. The business and operations of
Specializer, Inc. are subject to substantial risks, which increase the
uncertainty inherent in the forward-looking statements contained in this report.
We undertake no obligation to release publicly the result of any revision to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Further information on potential factors that could affect
our business is described under the heading "Risks Related To Our Business" in
our Form S-1/A filed with the SEC on January 4, 2012. Readers are also urged to
carefully review and consider the various disclosures we have made in this
report.
OVERVIEW
On October 4, 2010, the Company was incorporated under the laws of the State of
Nevada. We are engaged in the business of creating mobile business software
applications, or "apps," for smart phones and mobile devices for professionals
who work in jobs that require a high degree of mobility.
Our business will be to create mobile business apps for professionals who work
in jobs that require a high degree of mobility. "Apps," short for
"applications," are small software programs built for use on a smartphone or
mobile device. Usually sold at a lower price compared to boxed software, apps
also take up less hard drive space and do not require extensive hardware
capabilities to run. They have relatively specialized functions, such as
delivering the news, gaming and entertainment, barcode scanning, and GPS
navigation. Apps for mobile devices are available for download through
distribution platforms such as app stores.
We are in the development stage of developing and commercializing mobile
business apps for freelancers and small size businesses. Our goal is to create
apps targeted at the mobile professional workforce. Our first app, to be named
"SpecialApp," will help these professionals, whose job requires a high degree of
travel and whose work entails dealing with a differentiated client base, to
record their hours, manage their invoices, and keep track of their stock. Once
developed, SpecialApp will eliminate the need to manually log time spent
commuting, working at the site, and adding up the cost of materials. Convenience
and affordability will be our main selling appoints. We plan to develop
SpecialApp for the Apple's iPhone phones, in the future if resources we allow us
we will develop an app for an Android based mobile phones.
SpecialApp will manage user expenses and will work with the existing GPS
tracking system built into users' smartphones. Once activated, SpecialApp will
run in the background and automatically track the user's time spent on the road
and time spent at the work site. At the work site, the app will gather the
client's contact and billing information through GPS. Upon sensing the user move
away from the work site, SpecialApp will automatically generate an invoice and
bill the client for services rendered. SpecialApp stores all data on the user's
mobile device, and will allow for that data to be exported as a spreadsheet or
text file. Additionally, SpecialApp will be able to manage the user's client
address book and let the user set different hourly rates for each client.
By way of example, in the beginning of the work day the user will activate
SpecialApp on his smartphone. SpecialApp will run in the background and work
with the GPS built into the user's smartphone to track his drive to client A.
Five minutes after arriving at a work site of a client ("client A"), SpecialApp
will sense that the user has stopped. It will then gather client A's work site
information via GPS and will run it against the user's address book. If it
matches, the information will be pulled from the client address book, and if it
does not match, a pop-up screen will appear and the user will be asked to add a
11
new client to its client address book. After finishing his assignments at client
A's work site, the user will input into SpecialApp the cost materials to be
included in client A's invoice and then will send the invoice to client A. Upon
sensing the user again in motion, if the user forgot to send the invoice
SpecialApp pop-up a reminder to invoice client A. Because client A has
negotiated with the user for a lower rate, the user will be able to change his
pre-set hourly rate - information that SpecialApp will save in its database for
future dealings with client A.
Upon the completion of SpecialApp, we hope to expand our mobile app selection
for small businesses and offer an array of applications to increase the
efficiency and bolster the productivity of mobile professionals.
At this stage in our development, there can be no assurance that we will be
successful in generating revenues from our app or that freelance professionals
will be receptive to our application.
RESULTS OF OPERATIONS - THREE MONTHS ENDED DECEMBER 31, 2011 COMPARED TO THE
PERIOD FROM OCTOBER 4, 2010 (INCEPTION) THROUGH DECEMBER 31, 2010
During the three months ended December 31, 2011, we incurred operating expenses
of $3,957, consisting of accounting, auditing and filing fees of $3,803 related
to the filing of our Form S-1 registration statement, and other general and
administrative expenses of $154.
During the period from October 4, 2010 (inception) through December 31, 2010, we
incurred no operating expenses
RESULTS OF OPERATIONS - SIX MONTHS ENDED DECEMBER 31, 2011
During the six months ended December 31, 2011, we incurred operating expenses of
$8,589. Our operating expenses for the six months ended December 31, 2011
included accounting, auditing and filing fees related to the filing of our Form
S-1 registration statement of $7,803, $494 of organizational costs, and other
general and administrative expenses of $292.
LIQUIDITY AND CAPITAL RESOURCES
To date, we have had negative cash flows from operations and we have been
dependent on sales of our equity securities to meet our cash requirements. We
expect this situation to continue for the foreseeable future. We anticipate that
we will have negative cash flows from operations in the next twelve month
period.
As of December 31, 2011, we had current assets of $9,486; consisting of cash of
$4,050 and deferred offering costs of $5,436; and current liabilities of $2,987,
consisting solely of accounts payable.
During the six months ended December 31, 2011, we used $5,602 of cash in
operations for the operating expenses described above, less $2,987 which
remained unpaid and is included in accounts payable as of December 31, 2011.
For the period from October 4, 2010 (Inception) through December 31, 2011, we
used $5,614 of cash in operations for the operating expenses incurred during the
six months ended December 31, 2011 in addition to $12 of operating expense
incurred prior to July 1, 2011, less $2,987 which remained unpaid and is
included in accounts payable as of December 31, 2011.
Because we have not generated any revenue from our business, we will need to
raise additional funds for the future development of our business and to respond
to unanticipated requirements or expenses. There can be no assurance that
additional financing will be available to us, or on terms that are acceptable.
Consequently, we may not be able to proceed with our intended business plans or
complete the development and commercialization of our product.
If we fail to generate sufficient net revenues, we will need to raise additional
capital to continue our operations thereafter. We cannot guarantee that
additional funding will be available on favorable terms, if at all. Any
shortfall will affect our ability to expand or even continue our operations. We
cannot guarantee that additional funding will be available on favorable terms,
if at all.
12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), as of December 31, 2011, we have carried out an
evaluation of the effectiveness of the design and operation of our Company's
disclosure controls and procedures. This evaluation was carried out under the
supervision and with the participation of our President (Principal Executive
Officer and Principal Accounting Officer). Based upon the results of that
evaluation, our management has concluded that, as of December 31, 2011, our
Company's disclosure controls and procedures were effective and provide
reasonable assurance that material information related to our Company required
to be disclosed in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to management to allow timely decisions on required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting
identified in connection with the evaluation described above during the quarter
ended December 31, 2011 that has materially affected or is reasonably likely to
materially affect our internal controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. REMOVED AND RESERVED
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Pursuant to Rule 601 of Regulation SK, the following exhibits are included
herein or incorporated by reference.
Exhibit
Number Description
------ -----------
31.1 Certification of CEO Pursuant to 18 U.S.C. ss. 1350, Section 302
31.2 Certification of CFO Pursuant to 18 U.S.C. ss. 1350, Section 302
32.1 Certification Pursuant to 18 U.S.C. ss.1350, Section 906
101* Interactive data files pursuant to Rule 405 of Regulation S-T.
----------
To be provided by amendment.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SPECIALIZER, INC.
By: /s/ Simone Bar-Tal
-------------------------------------------
Simone Bar-Tal
President and Director (Principal Executive
Officer, Principal Financial Officer,
Principal Accounting Officer)
February 27, 2012
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By: /s/ Liby Weinstock
-------------------------------------------
Liby Weinstock
Secretary, Treasurer and Director
February 27, 2012
14