U. S. 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 the fiscal quarter ended October 31, 2012
[ ] 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: 000-54342
TUNGSTEN CORP.
(Name of small business issuer as specified in its charter)
Nevada 98-0583175
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Block 225, 02-213, Tampines St. 23
Singapore 521225
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (702) 553-3026
Online Tele-Solutions Inc.
(Former name or former address, if changed since last report)
Indicate by check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 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 [ ]
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 [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. (Check one):
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 [X] No [ ]
The issuer had 66,000,000 shares of its common stock issued and outstanding as
of December 10, 2012.
TABLE OF CONTENTS
Page
----
PART I
ITEM 1. Financial Statements 4
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 17
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 19
ITEM 4. Controls and Procedures 19
PART II
ITEM 1. Legal Proceedings 19
ITEM 1A. Risk Factors 19
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
ITEM 3. Defaults upon Senior Securities 19
ITEM 4. Mine Safety Disclosures 20
ITEM 5. Other Information 20
ITEM 6. Exhibits 20
2
CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS
USE OF NAMES
In this quarterly report, the terms "Tungsten", "Company," "we," or "our,"
unless the context otherwise requires, mean Tungsten Corp.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q and other reports that we file with the SEC
contain statements that are considered forward-looking statements.
Forward-looking statements give the Company's current expectations, plans,
objectives, assumptions, or forecasts of future events. All statements other
than statements of current or historical fact contained in this Quarterly
Report, including statements regarding the Company's future financial position,
business strategy, budgets, projected costs and plans and objectives of
management for future operations, are forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "anticipate,"
"estimate," "plans," "potential," "projects," "ongoing," "expects," "management
believes," "we believe," "we intend," and similar expressions. These statements
are based on the Company's current plans and are subject to risks and
uncertainties, and, as such, the Company's actual future activities and results
of operations may be materially different from those set forth in the
forward-looking statements. Any or all of the forward-looking statements in this
Quarterly Report may turn out to be inaccurate and, as such, you should not
place undue reliance on these forward-looking statements. The Company has based
these forward-looking statements largely on its current expectations and
projections about future events and financial trends that it believes may affect
its financial condition, results of operations, business strategy and financial
needs. The forward-looking statements can be affected by inaccurate assumptions
or by known or unknown risks, uncertainties, and assumptions due to a number of
factors.
These forward-looking statements speak only as of the date on which they are
made, and except to the extent required by federal securities laws, we undertake
no obligation to update any forward-looking statements to reflect events or
circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events. In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the cautionary statements contained in
this Quarterly Report.
3
PART I
ITEM 1. FINANCIAL STATEMENTS.
Tungsten Corp.
(Formerly Online Tele-Solutions)
(A Development Stage Company)
Balance Sheets
October 31, 2012 January 31, 2012
---------------- ----------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 7,930 $ 15,384
-------- --------
Total Current Assets 7,930 15,384
-------- --------
Total Assets $ 7,930 $ 15,384
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 7,850 $ 9,301
Advances from stockholders 39,951 30,700
-------- --------
Total Current Liabilities 47,801 40,001
-------- --------
STOCKHOLDERS' DEFICIT:
Preferred stock at $0.0001 par value: 25,000,000 shares authorized;
none issued or outstanding -- --
Common stock at $0.0001 par value: 300,000,000 shares authorized,
66,000,000 shares issued and outstanding 6,600 6,600
Additional paid-in capital 43,400 43,400
Deficit accumulated during the development stage (89,871) (74,617)
-------- --------
Total Stockholders' Deficit (39,871) (24,617)
-------- --------
Total Liabilities and Stockholders' Deficit $ 7,930 $ 15,384
======== ========
See accompanying notes to the financial statements.
4
Tungsten Corp.
(Formerly Online Tele-Solutions)
(A Development Stage Company)
Statements of Operations
For the Period from
Nine Months Nine Months June 5, 2008
Ended Ended (inception) through
October 31, 2012 October 31, 2011 October 31, 2012
---------------- ---------------- ----------------
(Unaudited) (Unaudited) (Unaudited)
NET REVENUES $ -- $ -- $ --
OPERATING EXPENSES:
Professional fees 14,004 12,817 59,375
General and administrative expenses 1,250 5,394 30,496
------------ ------------ ------------
Total operating expenses 15,254 18,211 89,871
------------ ------------ ------------
LOSS BEFORE INCOME TAX PROVISION (15,254) (18,211) (89,871)
INCOME TAX PROVISION -- -- --
------------ ------------ ------------
NET LOSS $ (15,254) $ (18,211) $ (89,871)
============ ============ ============
NET LOSS PER COMMON SHARE
- BASIC AND DILUTED: $ (0.00) $ (0.00)
============ ============
Weighted average common shares outstanding
- basic and diluted 66,000,000 66,000,000
============ ============
See accompanying notes to the financial statements
5
Tungsten Corp.
(Formerly Online Tele-Solutions)
(A Development Stage Company)
Statements of Operations
Three Months Three Months
Ended Ended
October 31, 2012 October 31, 2011
---------------- ----------------
(Unaudited) (Unaudited)
NET REVENUES $ -- $ --
OPERATING EXPENSES:
Professional fees 6,004 1,750
General and administrative expenses -- 2,812
------------ ------------
Total operating expenses 6,004 4,562
------------ ------------
LOSS BEFORE INCOME TAX PROVISION (6,004) (4,562)
INCOME TAX PROVISION -- --
------------ ------------
NET LOSS $ (6,004) $ (4,562)
============ ============
NET LOSS PER COMMON SHARE
- BASIC AND DILUTED: $ (0.00) $ (0.00)
============ ============
Weighted average common shares outstanding
- basic and diluted 66,000,000 66,000,000
============ ============
See accompanying notes to the financial statements
6
Tungsten Corp.
(Formerly Online Tele-Solutions)
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
For the Period from June 5, 2008 (Inception) Through October 31, 2012
(Unaudited)
Deficit
Common Stock, Accumulated Total
$0.0001 Par Value Additional During the Stockholders'
--------------------------- Paid in Development Equity
Number of Shares Amount Capital Stage (Deficit)
---------------- ------ ------- ----- ---------
Balance, June 5, 2008 (inception) -- $ -- $ -- $ -- $ --
Shares issued for cash at $0.0003
per share on August 1, 2008 45,000,000 4,500 10,500 -- 15,000
Shares issued for cash at $0.0017
per share from August 1, 2008
through October 27, 2008 21,000,000 2,100 32,900 -- 35,000
Net loss (4,500) (4,500)
---------- --------- --------- --------- ---------
Balance, January 31, 2009 66,000,000 6,600 43,400 (4,500) 45,500
Net loss (17,410) (17,410)
---------- --------- --------- --------- ---------
Balance, January 31, 2010 66,000,000 6,600 43,400 (21,910) 28,090
Net loss (30,996) (30,996)
---------- --------- --------- --------- ---------
Balance, January 31, 2011 66,000,000 6,600 43,400 (52,906) (2,906)
Net loss (21,711) (21,711)
---------- --------- --------- --------- ---------
Balance, January 31, 2012 66,000,000 6,600 43,400 (74,617) (24,617)
Net loss (15,254) (15,254)
---------- --------- --------- --------- ---------
Balance, October 31, 2012 66,000,000 $ 6,600 $ 43,400 $ (89,871) $ (39,871)
========== ========= ========= ========= =========
See accompanying notes to the financial statements.
7
Tungsten Corp.
(A Development Stage Company)
Statements of Cash Flows
For the Period from
Nine Months Nine Months June 5, 2008
Ended Ended (inception) through
October 31, 2012 October 31, 2011 October 31, 2012
---------------- ---------------- ----------------
(Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(15,254) $(18,211) $(89,871)
Adjustments to reconcile net loss to net
cash used in operating activities
Write off of deposit on software -- -- 15,000
Changes in operating assets and liabilities:
Prepaid expenses -- 2,400 --
Accrued expenses (1,451) 869 7,850
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (16,705) (14,942) (67,021)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit on software purchase -- -- (15,000)
-------- -------- --------
NET CASH USED IN INVESTING ACTIVITIES -- -- (15,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Amounts received from (paid to) stockholders 9,251 30,200 39,951
Proceeds from sale of common stock -- -- 50,000
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 9,251 30,200 89,951
-------- -------- --------
NET CHANGE IN CASH (7,454) 15,258 7,930
Cash at beginning of period 15,384 126 --
-------- -------- --------
Cash at end of period $ 7,930 $ 15,384 $ 7,930
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid $ -- $ -- $ --
======== ======== ========
Income tax paid $ -- $ -- $ --
======== ======== ========
See accompanying notes to the financial statements.
8
Tungsten Corp.
(Formerly Online Tele-Solutions, Inc.)
(A Development Stage Company)
October 31, 2012 and 2011
Notes to the Financial Statements
(Unaudited)
NOTE 1 - ORGANIZATION AND OPERATIONS
ONLINE TELE-SOLUTIONS, INC.
Online Tele-Solutions, Inc. (a development stage company) ("Tungsten" or the
"Company") was incorporated under the laws of the State of Nevada on June 5,
2008. Initial operations have included organization and incorporation, target
market identification, marketing plans, and capital formation. A substantial
portion of the Company's activities has involved developing a business plan and
establishing contacts and visibility in the marketplace. The Company has
generated no revenues since inception.
AMENDMENTS TO THE ARTICLES OF INCORPORATION
On March 9, 2012, the Board of Directors and the consenting stockholders adopted
and approved a resolution to (i) amend its Articles of Incorporation to (a)
increase the number of shares of authorized common stock from 50,000,000 to
300,000,000; (b) create 25,000,000 shares of "blank check" preferred stock with
a par value of $0.0001 per share; and (c) change the par value of the common
stock from $0.001 per share to $0.0001 per share; and (ii) effectuate a forward
split of all issued and outstanding shares of common stock, at a ratio of
thirty-for-one (30:1) (the "Stock Split").
All shares and per share amounts in the financial statements have been adjusted
to give retroactive effect to the Stock Split.
On November 6, 2012 the Board of Directors the consenting stockholders adopted
and approved a resolution to effect an amendment to the Articles of
Incorporation to change the Company name from "Online Tele-Solutions Inc." to
Tungsten Corp.".
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - UNAUDITED INTERIM FINANCIAL INFORMATION
The accompanying unaudited interim financial statements and related notes have
been prepared in accordance with accounting principles generally accepted in the
United States of America ("U.S. GAAP") for interim financial information, and
with the rules and regulations of the United States Securities and Exchange
Commission ("SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by U.S. GAAP
for complete financial statements. The unaudited interim financial statements
furnished reflect all adjustments (consisting of normal recurring accruals)
which are, in the opinion of management, necessary to a fair statement of the
results for the interim periods presented. Interim results are not necessarily
indicative of the results for the full year. These financial statements should
be read in conjunction with the financial statements of the Company for the
fiscal year ended January 31, 2012 and notes thereto contained in the Company's
Annual Report on Form 10-K as filed with the SEC on May 15, 2012.
DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined by section 915-10-20 of
the Financial Accounting Standards Board ("FASB") Accounting Standards
Codification. Although the Company has recognized some nominal amount of
revenues since inception, the Company is still devoting substantially all of its
efforts on establishing the business and, therefore, still qualifies as a
development stage company. All losses accumulated since inception have been
considered as part of the Company's development stage activities.
9
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of 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.
The Company's significant estimates and assumptions include the fair value of
financial instruments; income tax rate, income tax provision, deferred tax
assets and the valuation allowance of deferred tax assets, and the assumption
that the Company will continue as a going concern. Those significant accounting
estimates or assumptions bear the risk of change due to the fact that there are
uncertainties attached to those estimates or assumptions, and certain estimates
or assumptions are difficult to measure or value.
Management bases its estimates on historical experience and on various
assumptions that are believed to be reasonable in relation to the financial
statements taken as a whole under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.
Management regularly evaluates the key factors and assumptions used to develop
the estimates utilizing currently available information, changes in facts and
circumstances, historical experience and reasonable assumptions. After such
evaluations, if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards
Codification ("Paragraph 820-10-35-37") to measure the fair value of its
financial instruments and paragraph 825-10-50-10 of the FASB Accounting
Standards Codification for disclosures about fair value of its financial
instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair
value in accounting principles generally accepted in the United States of
America (U.S. GAAP), and expands disclosures about fair value measurements. To
increase consistency and comparability in fair value measurements and related
disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which
prioritizes the inputs to valuation techniques used to measure fair value into
three (3) broad levels. The three (3) levels of fair value hierarchy defined by
Paragraph 820-10-35-37 are described below:
Level 1 Quoted market prices available in active markets for identical assets
or liabilities as of the reporting date.
Level 2 Pricing inputs other than quoted prices in active markets included in
Level 1, which are either directly or indirectly observable as of the
reporting date.
Level 3 Pricing inputs that are generally observable inputs and not
corroborated by market data.
Financial assets are considered Level 3 when their fair values are determined
using pricing models, discounted cash flow methodologies or similar techniques
and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices
(unadjusted) in active markets for identical assets or liabilities and the
lowest priority to unobservable inputs. If the inputs used to measure the
financial assets and liabilities fall within more than one level described
above, the categorization is based on the lowest level input that is significant
to the fair value measurement of the instrument.
10
The carrying amounts of the Company's financial assets and liabilities, such as
accrued expenses approximate their fair values because of the short maturity of
these instruments.
Transactions involving related parties cannot be presumed to be carried out on
an arm's-length basis, as the requisite conditions of competitive, free-market
dealings may not exist. Representations about transactions with related parties,
if made, shall not imply that the related party transactions were consummated on
terms equivalent to those that prevail in arm's-length transactions unless such
representations can be substantiated.
It is not, however, practical to determine the fair value of advances from
stockholders, if any, due to their related party nature.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards
Codification for its long-lived assets. The Company's long-lived asset, which
includes deposit on software, is reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of the asset may not
be recoverable.
The Company assesses the recoverability of its long-lived assets by comparing
the projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining estimated useful lives
against their respective carrying amounts. Impairment, if any, is based on the
excess of the carrying amount over the fair value of those assets. Fair value is
generally determined using the asset's expected future discounted cash flows or
market value, if readily determinable. If long-lived assets are determined to be
recoverable, but the newly determined remaining estimated useful lives are
shorter than originally estimated, the net book values of the long-lived assets
are depreciated over the newly determined remaining estimated useful lives. The
Company determined that there was an impairment of its long-lived asset as of
January 31, 2011 and wrote off the $15,000 deposit to general and administrative
CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
RELATED PARTIES
The Company follows subtopic 850-10 of the FASB Accounting Standards
Codification for the identification of related parties and disclosure of related
party transactions.
Pursuant to Section 850-10-20 the Related parties include a. affiliates of the
Company; b. Entities for which investments in their equity securities would be
required, absent the election of the fair value option under the Fair Value
Option Subsection of Section 825-10-15, to be accounted for by the equity method
by the investing entity; c. trusts for the benefit of employees, such as pension
and profit-sharing trusts that are managed by or under the trusteeship of
management; d. principal owners of the Company; e. management of the Company; f.
other parties with which the Company may deal if one party controls or can
significantly influence the management or operating policies of the other to an
extent that one of the transacting parties might be prevented from fully
pursuing its own separate interests; and g. Other parties that can significantly
influence the management or operating policies of the transacting parties or
that have an ownership interest in one of the transacting parties and can
significantly influence the other to an extent that one or more of the
transacting parties might be prevented from fully pursuing its own separate
interests.
11
The financial statements shall include disclosures of material related party
transactions, other than compensation arrangements, expense allowances, and
other similar items in the ordinary course of business. However, disclosure of
transactions that are eliminated in the preparation of consolidated or combined
financial statements is not required in those statements. The disclosures shall
include: a. the nature of the relationship(s) involvedb. description of the
transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and
such other information deemed necessary to an understanding of the effects of
the transactions on the financial statements; c. the dollar amounts of
transactions for each of the periods for which income statements are presented
and the effects of any change in the method of establishing the terms from that
used in the preceding period; and d. amounts due from or to related parties as
of the date of each balance sheet presented and, if not otherwise apparent, the
terms and manner of settlement.
COMMITMENT AND CONTINGENCIES
The Company follows subtopic 450-20 of the FASB Accounting Standards
Codification to report accounting for contingencies. Certain conditions may
exist as of the date the consolidated financial statements are issued, which may
result in a loss to the Company but which will only be resolved when one or more
future events occur or fail to occur. The Company assesses such contingent
liabilities, and such assessment inherently involves an exercise of judgment. In
assessing loss contingencies related to legal proceedings that are pending
against the Company or unasserted claims that may result in such proceedings,
the Company evaluates the perceived merits of any legal proceedings or
unasserted claims as well as the perceived merits of the amount of relief sought
or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the liability can be estimated, then
the estimated liability would be accrued in the Company's consolidated financial
statements. If the assessment indicates that a potentially material loss
contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, and an
estimate of the range of possible losses, if determinable and material, would be
disclosed.
Loss contingencies considered remote are generally not disclosed unless they
involve guarantees, in which case the guarantees would be disclosed. Management
does not believe, based upon information available at this time, that these
matters will have a material adverse effect on the Company's consolidated
financial position, results of operations or cash flows. However, there is no
assurance that such matters will not materially and adversely affect the
Company's business, financial position, and results of operations or cash flows.
REVENUE RECOGNITION
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification for revenue recognition. The Company will recognize revenue when it
is realized or realizable and earned. The Company considers revenue realized or
realizable and earned when all of the following criteria are met: (i) persuasive
evidence of an arrangement exists, (ii) the product has been shipped or the
services have been rendered to the customer, (iii) the sales price is fixed or
determinable, and (iv) collectability is reasonably assured.
INCOME TAX PROVISION
The Company accounts for income taxes under Section 740-10-30 of the FASB
Accounting Standards Codification, which requires recognition of deferred tax
assets and liabilities for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this
12
method, deferred tax assets and liabilities are based on the differences between
the financial statement and tax bases of assets and liabilities using enacted
tax rates in effect for the fiscal year in which the differences are expected to
reverse. Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be
realized. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the fiscal years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
the Statements of Income and Comprehensive Income in the period that includes
the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards
Codification ("Section 740-10-25") with regards to uncertainty income taxes.
Section 740-10-25 addresses the determination of whether tax benefits claimed or
expected to be claimed on a tax return should be recorded in the financial
statements. Under Section 740-10-25, the Company may recognize the tax benefit
from an uncertain tax position only if it is more likely than not that the tax
position will be sustained on examination by the taxing authorities, based on
the technical merits of the position. The tax benefits recognized in the
financial statements from such a position should be measured based on the
largest benefit that has a greater than fifty percent (50%) likelihood of being
realized upon ultimate settlement. Section 740-10-25 also provides guidance on
de-recognition, classification, interest and penalties on income taxes,
accounting in interim periods and requires increased disclosures.
The estimated future tax effects of temporary differences between the tax basis
of assets and liabilities are reported in the accompanying consolidated balance
sheets, as well as tax credit carry-backs and carry-forwards. The Company
periodically reviews the recoverability of deferred tax assets recorded on its
consolidated balance sheets and provides valuation allowances as management
deems necessary.
Management makes judgments as to the interpretation of the tax laws that might
be challenged upon an audit and cause changes to previous estimates of tax
liability. In addition, the Company operates within multiple taxing
jurisdictions and is subject to audit in these jurisdictions. In management's
opinion, adequate provisions for income taxes have been made for all years. If
actual taxable income by tax jurisdiction varies from estimates, additional
allowances or reversals of reserves may be necessary.
UNCERTAIN TAX POSITIONS
The Company did not take any uncertain tax positions and had no adjustments to
unrecognized income tax liabilities or benefits pursuant to the provisions of
Section 740-10-25 for the interim period ended October 31, 2012 or 2011.
NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per common share is computed pursuant to section 260-10-45 of
the FASB Accounting Standards Codification. Basic net income (loss) per common
share is computed by dividing net income (loss) by the weighted average number
of shares of common stock outstanding during the period. Diluted net income
(loss) per common share is computed by dividing net income (loss) by the
weighted average number of shares of common stock and potentially outstanding
shares of common stock during the period to reflect the potential dilution that
could occur from common shares issuable through stock options and warrants.
There were no potentially outstanding dilutive common shares for the interim
period ended October 31, 2012 or 2011.
13
CASH FLOWS REPORTING
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards
Codification for cash flows reporting, classifies cash receipts and payments
according to whether they stem from operating, investing, or financing
activities and provides definitions of each category, and uses the indirect or
reconciliation method ("Indirect method") as defined by paragraph 230-10-45-25
of the FASB Accounting Standards Codification to report net cash flow from
operating activities by adjusting net income to reconcile it to net cash flow
from operating activities by removing the effects of (a) all deferrals of past
operating cash receipts and payments and all accruals of expected future
operating cash receipts and payments and (b) all items that are included in net
income that do not affect operating cash receipts and payments. The Company
reports the reporting currency equivalent of foreign currency cash flows, using
the current exchange rate at the time of the cash flows and the effect of
exchange rate changes on cash held in foreign currencies is reported as a
separate item in the reconciliation of beginning and ending balances of cash and
cash equivalents and separately provides information about investing and
financing activities not resulting in cash receipts or payments in the period
pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards
Codification.
SUBSEQUENT EVENTS
The Company follows the guidance in Section 855-10-50 of the FASB Accounting
Standards Codification for the disclosure of subsequent events. The Company will
evaluate subsequent events through the date when the financial statements were
issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification,
the Company as an SEC filer considers its financial statements issued when they
are widely distributed to users, such as through filing them on EDGAR.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
FASB ACCOUNTING STANDARDS UPDATE NO. 2011-08
In September 2011, the FASB issued the FASB Accounting Standards Update No.
2011-08 "Intangibles--Goodwill and Other: Testing Goodwill for Impairment" ("ASU
2011-08"). This Update is to simplify how public and nonpublic entities test
goodwill for impairment. The amendments permit an entity to first assess
qualitative factors to determine whether it is more likely than not that the
fair value of a reporting unit is less than its carrying amount as a basis for
determining whether it is necessary to perform the two-step goodwill impairment
test described in Topic 350. Under the amendments in this Update, an entity is
not required to calculate the fair value of a reporting unit unless the entity
determines that it is more likely than not that its fair value is less than its
carrying amount.
The guidance is effective for interim and annual periods beginning on or after
December 15, 2011. Early adoption is permitted.
FASB ACCOUNTING STANDARDS UPDATE NO. 2011-11
In December 2011, the FASB issued the FASB Accounting Standards Update No.
2011-11 "Balance Sheet: Disclosures about Offsetting Assets and Liabilities"
("ASU 2011-11"). This Update requires an entity to disclose information about
offsetting and related arrangements to enable users of its financial statements
to understand the effect of those arrangements on its financial position. The
objective of this disclosure is to facilitate comparison between those entities
that prepare their financial statements on the basis of U.S. GAAP and those
entities that prepare their financial statements on the basis of IFRS.
The amended guidance is effective for annual reporting periods beginning on or
after January 1, 2013, and interim periods within those annual periods.
14
FASB ACCOUNTING STANDARDS UPDATE NO. 2012-02
In July 2012, the FASB issued the FASB Accounting Standards Update No. 2012-02
"Intangibles--Goodwill and Other (Topic 350) Testing Indefinite-Lived Intangible
Assets for Impairment" ("ASU 2012-02").
This Update is intended to reduce the cost and complexity of testing
indefinite-lived intangible assets other than goodwill for impairment. This
guidance builds upon the guidance in ASU 2011-08, entitled Testing Goodwill for
Impairment. ASU 2011-08 was issued on September 15, 2011, and feedback from
stakeholders during the exposure period related to the goodwill impairment
testing guidance was that the guidance also would be helpful in impairment
testing for intangible assets other than goodwill.
The revised standard allows an entity the option to first assess qualitatively
whether it is more likely than not (that is, a likelihood of more than 50
percent) that an indefinite-lived intangible asset is impaired, thus
necessitating that it perform the quantitative impairment test. An entity is not
required to calculate the fair value of an indefinite-lived intangible asset and
perform the quantitative impairment test unless the entity determines that it is
more likely than not that the asset is impaired.
This Update is effective for annual and interim impairment tests performed in
fiscal years beginning after September 15, 2012. Earlier implementation is
permitted.
OTHER RECENTLY ISSUED, BUT NOT YET EFFECTIVE ACCOUNTING PRONOUNCEMENTS
Management does not believe that any other recently issued, but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying financial statements.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates continuity of
operations, realization of assets, and liquidation of liabilities in the normal
course of business
As reflected in the accompanying financial statements, the Company had a deficit
accumulated during the development stage at October 31, 2012, a net loss and net
cash used in operating activities for the interim period then ended,
respectively, with no revenues earned since inception. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
While the Company is attempting to commence operations and generate revenues,
the Company's cash position may not be sufficient enough to support the
Company's daily operations. Management intends to raise additional funds by way
of a public or private offering. Management believes that the actions presently
being taken to further implement its business plan and generate revenues provide
the opportunity for the Company to continue as a going concern. While the
Company believes in the viability of its strategy to commence operations and
generate revenues and in its ability to raise additional funds, there can be no
assurances to that effect. The ability of the Company to continue as a going
concern is dependent upon the Company's ability to further implement its
business plan and generate revenues.
The financial statements do not include any adjustments related to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
15
NOTE 4 - RELATED PARTY TRANSACTIONS
FREE OFFICE SPACE
The Company has been provided office space by its Chief Executive Officer at no
cost. The management determined that such cost is nominal and did not recognize
the rent expense in its financial statements.
ADVANCES FROM STOCKHOLDER
From time to time, stockholders of the Company advance funds to the Company for
working capital purpose. Those advances are unsecured, non-interest bearing and
due on demand.
NOTE 5 - STOCKHOLDERS' EQUITY (DEFICIT)
SHARES AUTHORIZED
Upon formation the total number of shares of common stock which the Company is
authorized to issue is Fifty Million (50,000,000) shares, par value $0.001 per
share.
On March 9, 2012 the Board of Directors and the consenting stockholders adopted
and approved a resolution to effectuate an amendment to its Articles of
Incorporation to (i) increase the number of shares of authorized common stock
from 50,000,000 to 300,000,000 and (ii) create 25,000,000 shares of "blank
check" preferred stock with a par value of $0.0001 per share and (iii) decrease
the par value of common stock from $0.001 per share to $0.0001 per share.
COMMON STOCK
On August 1, 2008, the Company issued 45,000,000 shares of common stock at
$0.0003 per share to the company's president for total cash proceeds of $15,000.
For the period from August 1, 2008 through October 27, 2008, the Company issued
21,000,000 shares of common stock at $0.0017 per share for total cash proceeds
of $35,000.
NOTE 6 - SUBSEQUENT EVENTS
The Company has evaluated all events that occurred after the balance sheet date
through the date when the financial statements were issued to determine if they
must be reported. The Management of the Company determined that there were no
reportable subsequent events to be disclosed.
16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
We were incorporated in the state of Nevada on June 5, 2008. Our offices are
currently located at Block 225, 02-213, Tampines St 23, Singapore 521225. Our
U.S.-based telephone number is (702) 553-3026. Our website, which is currently
being developed, is www.online-tele-solutions.com. The information that is or
will be contained on our website does not form a part of this quarterly report.
We are a development-stage company that has not generated any revenue and has
had limited operations to date. From June 5, 2008 (inception) to October 31,
2012, we have incurred accumulated net losses of $89,871. As of October 31,
2012, we had total assets of $7,930, and total liabilities of $47,801. Based on
our financial history since inception, our independent auditor has expressed
substantial doubt as to our ability to continue as a going concern.
We intend to develop and offer Internet-based hosted call center services for
small-to-medium- sized companies, or companies with between 10 - 500 employees,
that are seeking to establish their own internal support and telemarketing
divisions. We intend to provide call-center software to our customers which will
enable them to handle outbound calls, inbound calls and a combination of both
from their own locations. We intend to host our customers' calling data on our
servers, so that our customers can access the functionality of our software via
a web browser such as Internet Explorer. We expect our product will blend
together features of Voice over Internet Protocol ("VoIP") technology and
customer relationship management ("CRM") software. To date, we have secured
office space, taken steps to retain a transfer agent, and have been in contact
with professional advisors regarding legal compliance, accounting disclosure
statements and financial reporting. We also have begun our planning for
developing a website and searching for a contractor to develop that website. We
intend to launch our "information only" web site late in calendar year 2012.
During the 12-month period following the date of this quarterly report, we
intend to focus on product development and execution of the initial stage of our
marketing efforts. We do not expect to earn any sales revenue during this
initial 12-month period of operations. We anticipate that our revenue will come
from two primary sources: first, from direct sales to small and medium business
owners that subscribe to our online call center services and, second, from our
network of resellers. We anticipate that our operations will begin to generate
revenue approximately 12 to 24 months following the date of this quarterly
report.
We can offer no assurance that we will be successful in developing and offering
our products and services. Any number of factors may impact our ability to
develop our products and services, including our ability to obtain financing if
and when necessary; the availability of skilled personnel; market acceptance of
our products, if and when such are developed; and our ability to gain market
share. Our business will fail if we cannot successfully implement our business
plan or if we cannot develop or successfully market our products and services.
17
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2012 AND
2011
REVENUES
We had no revenues for the period from June 5, 2008 (date of inception) through
October 31, 2012.
EXPENSES
Our expenses for the three months ended October 31, 2012 and 2011 were $6,004
and $4,562 consisting of professional fees and administrative expenses. Our
expenses for the nine months ended October 31, 2012 and 2011 were $15,254 and
$18,211 consisting of professional fees and administrative expenses. Our
expenses since our inception were $89,871. These expenses were comprised
primarily of general and administrative and legal and accounting expenses.
NET INCOME (LOSS)
Our net loss for the three months ended October 31, 2012 and 2011 was $6,004 and
$4,562. Our net loss for the nine months ended October 31, 2012 and 2011 was
$15,254 and $18,211. During the period from June 5, 2008 (date of inception)
through October 31, 2012, we incurred a net loss of $89,871. This loss consisted
primarily of administrative expenses and professional fees. Since inception, we
have sold 66,000,000 shares of common stock.
LIQUIDITY AND CAPITAL RESOURCES
Our balance sheet as of October 31, 2012 reflects assets of $7,930. Cash and
cash equivalents from inception to date have been insufficient to provide the
working capital necessary to operate to date.
We anticipate generating losses and, therefore, may be unable to continue
operations in the future. If we require additional capital, we would have to
issue debt or equity or enter into a strategic arrangement with a third party.
There can be no assurance that additional capital will be available to us. We
currently have no agreements, arrangements or understandings with any person to
obtain funds through bank loans, lines of credit or any other sources.
GOING CONCERN CONSIDERATION
The financial statements contained herein for the fiscal quarter ended October
31, 2012, have been prepared on a "going concern" basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. There is a significant risk that we will be unable to continue as a
going concern.
Management continues to seek funding from its shareholders and other qualified
investors to pursue its business plan. In the alternative, the Company may be
amenable to a sale, merger or other acquisition in the event such transaction is
deemed by management to be in the best interests of the shareholders.
18
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act),
we are not required to provide the information called for by this Item 3.
ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, our
principal executive officer and our principal financial officer are responsible
for conducting 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 Exchange Act of 1934, as of the end of the fiscal
year covered by this report. Disclosure controls and procedures means that the
material information required to be included in our Securities and Exchange
Commission reports is recorded, processed, summarized and reported within the
time periods specified in SEC rules and forms relating to our company, including
any consolidating subsidiaries, and was made known to us by others within those
entities, particularly during the period when this report was being prepared.
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 as of October 31, 2012.
There were no changes in the Company's internal controls over financial
reporting during the most recently completed fiscal quarter that have materially
affected or are reasonably likely to materially affect the Company's internal
control over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act),
we are not required to provide the information called for by this Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
19
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
On November 6, 2012 the Board of Directors and the majority of voting power held
by our stockholders, approved an amendment to our Articles of Incorporation to
effect a change of our name from "Online Tele-Solutions Inc." to "Tungsten
Corp." (the "Name Change").
Under the laws of Nevada, the Name Change became effective on November 14, 2012,
when the Secretary of State of the State of Nevada accepted for filing a
Certificate of Amendment.
The Financial Industry Regulatory Authority, Inc. ("FINRA") effected the name
change and the Forward Stock Split on December 3, 2012. FINRA will also assigned
a new ticker symbol, "TUNG" for the Company's shares of common stock quoted on
the Over-the-Counter Bulletin Board, which also took effect on December 3, 2012.
Under Securities and Exchange Commission Rule 14c-2 the Name Change will become
effective on December 16, 2012.
ITEM 6. EXHIBITS
(a) Exhibits required by Item 601 of Regulation SK.
Number Description
------ -----------
3.1.1 Articles of Incorporation (1)
3.1.2 Certificate of Amendment (2)
3.1.3 Certificate of Change (2)
3.1.4 Certificate of Amendment
3.2 Bylaws (1)
31.1 Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer Principal Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 Interactive data files pursuant to Rule 405 of Regulation S-T.
----------
(1) Filed and incorporated by reference to the Company's Registration Statement
on Form S-1 (File No. 333-162730), as filed with the Securities and
Exchange Commission on October 29, 2009.
(2) Filed and incorporated by reference to the Company's Current report on Form
8-K (File No. 000-54342), as filed with the Securities and Exchange
Commission on May 15, 2012.
20
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.
TUNGSTEN CORP.
(Name of Registrant)
By: /s/ Mario Jakiri Tolentino
----------------------------------
Mario Jakiri Tolentino, President,
Treasurer and Director
(Principal Executive Officer and
Financial and Accounting Officer
Dated December 10, 2012
21
EXHIBIT INDEX
Number Description
------ -----------
3.1.1 Articles of Incorporation (1)
3.1.2 Certificate of Amendment (2)
3.1.3 Certificate of Change (2)
3.1.4 Certificate of Amendment
3.2 Bylaws (1)
31.1 Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer Principal Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 Interactive data files pursuant to Rule 405 of Regulation S-T.
----------
(1) Filed and incorporated by reference to the Company's Registration Statement
on Form S-1 (File No. 333-162730), as filed with the Securities and
Exchange Commission on October 29, 2009.
(2) Filed and incorporated by reference to the Company's Current report on Form
8-K (File No. 000-54342), as filed with the Securities and Exchange
Commission on May 15, 2012.