U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2013
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission File No. 333-179118
INTROBUZZ
(Exact name of small business issuer as specified in its charter)
Nevada 26-2568892
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169
(Address of Principal Executive Offices)
(800) 972-6017
(Issuer's telephone number)
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer 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,"
"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]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of May 7, 2013: 3,886,000 shares of common stock.
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): Yes [X] No [ ]
Transitional Small Business Disclosure Format (Check One) Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition 15
Item 4. Control and Procedures 17
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 18
Item 1A. Risk Factors 18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18
Item 3. Defaults Upon Senior Securities 18
Item 4. Mine Safety Disclosures 18
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
SIGNATURE 19
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ITEM 1. FINANCIAL INFORMATION
INTROBUZZ
FINANCIAL STATEMENTS
Page
----
FINANCIAL STATEMENTS:
Balance Sheets, March 31, 2013 (unaudited) and December 31, 2012
(audited) 4
Statements of Operations, for the three period ended March 31, 2013
(unaudited) and for the period May 1, 2008 (date of inception)
through December 31, 2012 (audited) 5
Statements of Cash Flows, for the three month period ended March
31, 2013 (unaudited) and for the period May 1, 2008 (date of
inception) through March 31, 2013 (audited) 6
Notes to Financial Statements (unaudited) 7
3
Introbuzz, Inc.
(A Development Stage Company)
Balance Sheets
March 31, December 31,
2013 2012
---------- ----------
(unaudited) (audited)
ASSETS
Current Assets
Cash and cash equivalents $ -- $ 45,033
---------- ----------
Total Current Assets -- 45,033
Intangible assets, net of accumulated amortization
of $41,617 and $39,467, respectively 1,383 3,533
---------- ----------
TOTAL ASSETS $ 1,383 $ 48,566
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 13,278 $ 12,133
---------- ----------
Total Current Liabilities 13,278 12,133
Stockholders' Deficit
Common stock: 500,000,000 authorized; $0.001 par value
7,086,000 shares issued and outstanding 7,086 7,086
Additional paid in capital 115,053 115,053
Accumulated deficit during development stage (134,034) (85,706)
---------- ----------
Total Stockholders' Deficit (11,895) 36,433
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,383 $ 48,566
========== ==========
See notes to unaudited financial statements
4
Introbuzz, Inc.
(A Development Stage Company)
Statements of Operations
For the Three Months Ended May 1, 2008
March 31, (inception)
------------------------------- March 31,
2013 2012 2013
---------- ---------- ----------
(unaudited) (unaudited) (unaudited)
Revenues $ -- $ -- $ --
---------- ---------- ----------
Operating Expenses
Professional 3,340 750 21,840
General and administrative 10,181 1,326 22,112
Research and development 32,657 -- 42,942
Depreciation and amortization 2,150 2,150 41,617
---------- ---------- ----------
Total operating expenses 48,328 4,226 128,511
---------- ---------- ----------
NET LOSS FROM OPERATIONS (48,328) (4,226) (128,511)
OTHER INCOME (EXPENSE)
Interest expense (353) (5,523)
Income taxes -- --
---------- ---------- ----------
NET LOSS $ (48,328) $ (4,579) $ (134,034)
========== ========== ==========
BASIC AND DILUTED LOSS PER SHARE $ (0.01) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 7,086,000 6,000,000
========== ==========
See notes to unaudited financial statements
5
Introbuzz, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Three Months Ended May 1, 2008
March 31, (inception)
------------------------------- March 31,
2013 2012 2013
---------- ---------- ----------
(unaudited) (unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (48,328) $ (4,579) $ (134,034)
Adjustment to reconcile net loss to net
cash provided by operations:
Depreciation and amortization 2,150 2,150 41,617
Changes in assets and liabilities:
Accounts payable 1,145 2,076 13,278
Accrued interest to shareholders -- 353 5,523
---------- ---------- ----------
Net Cash Used in Operating Activities 45,033) -- (73,616)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Development of intangible assets -- -- (43,000)
---------- ---------- ----------
Net Cash Used in Investing Activities -- -- (43,000)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related parties -- -- 47,000
Issuance of common stock -- -- 60,300
---------- ---------- ----------
Net Cash Provided by Financing Activates -- -- 107,300
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents (45,033) -- (9,316)
Cash and cash equivalents, beginning of period 45,033 15 --
---------- ---------- ----------
Cash and cash equivalents, end of period $ -- $ 15 $ (9,316)
========== ========== ==========
Supplemental cash flow information
Cash paid for interest $ -- $ -- $ --
========== ========== ==========
Cash paid for taxes $ -- $ -- $ --
========== ========== ==========
Non-cash transactions:
Forgiveness of debt and accrued interest,
shareholder $ -- $ -- $ 61,839
========== ========== ==========
See notes to unaudited financial statements
6
INTROBUZZ, INC.
(A Development Stage Entity)
Notes to the Financial Statements
As of March 31, 2013 (unaudited) and December 31, 2012 (audited)
and for the three month periods ended March 31, 2013 and 2012 (unaudited) and
for the period May 1, 2008 (date of inception) through March 31, 2013
(unaudited)
1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Introbuzz, Inc. ("IBuzz" or the "Company") was incorporated in the State of
Nevada on May 1, 2008. IBuzz's was founded on the premise that personal networks
and contacts are valuable. Social networks are web based services that allow
individuals to post a profile and link their profile to other friends and
organizations. Social networks have largely been a "personal branding" exercise
or for pure entertainment, IBuzz is a referral service for introductions.
DEVELOPMENT STAGE ENTITY
The Company is a development stage company, with no revenues, in accordance with
FASB ASC 915 FINANCIAL REPORTING FOR DEVELOPMENT STAGE ENTITIES. The Company
intends to develop a social network business and is currently seeking funding
through the sale of its common stock to fund the preliminary stages of
developing its website. It is the company's intent to develop a database of
professional and other business persons as well as other interested persons in
providing and utilizing contacts.
Activities during the development stage primarily include related party
equity-based and or equity financing transactions. Our efforts to date have been
concentrated on financing, administrative efforts towards public compliance and
our product's development.
Management's plan in regard to the development of operations, upon adequate
funding, is to hire a web designer(s) to assess, critique and fine-tune our
current network site. Work is also planned for mapping-out the site structure
for anticipated increases in site traffic. Upon design and mapping we anticipate
that additional programmer(s) will be hired on a part-time or contract basis to
support the anticipated site launch. Our overall goal is continued site
improvement for launch on the World Wide Web, anticipated within three months
after securing our minimal funding targets.
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of America
for interim financial information and with the instructions to Form 10-Q and
Regulation S-X. Accordingly, the financial statements do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
In the opinion of management, all adjustments consisting of normal recurring
entries necessary for a fair statement of the periods presented for: (a) the
financial position; (b) the result of operations; and (c) cash flows, have been
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made in order to make the financial statements presented not misleading. The
results of operations for such interim periods are not necessarily indicative of
operations for a full year.
BASIS OF PRESENTATION
The Financial Statements and related disclosures have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission ("SEC"). The
Financial Statements have been prepared using the accrual basis of accounting in
accordance with Generally Accepted Accounting Principles ("GAAP") of the United
States.
USE OF ESTIMATES
The Financial Statements have been prepared in conformity with U.S. GAAP, which
requires using management's best estimates and judgments where appropriate.
These estimates and judgments affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements. The estimates and judgments will also affect the
reported amounts for certain revenues and expenses during the reporting period.
Actual results could differ materially from these good faith estimates and
judgments.
FINANCIAL INSTRUMENTS
The Company's balance sheet includes certain financial instruments. The carrying
amounts of current assets and current liabilities approximate their fair value
because of the relatively short period of time between the origination of these
instruments and their expected realization.
Financial Accounting Standards Board (FASB) Accounting Standards Codification
(ASC) 820 "Fair Value Measurements and Disclosures" (ASC 820) defines fair value
as the exchange price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous market for the
asset or liability in an orderly transaction between market participants on the
measurement date.. ASC 820 also establishes a fair value hierarchy that
distinguishes between (1) market participant assumptions developed based on
market data obtained from independent sources (observable inputs) and (2) an
entity's own assumptions about market participant assumptions developed based on
the best information available in the circumstances (unobservable inputs). The
fair value hierarchy consists of three broad levels, which gives the highest
priority to unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
* Level 1 - Unadjusted quoted prices in active markets that are accessible at
the measurement date for identical, unrestricted assets or liabilities
* Level 2 - Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly,
including quoted prices for similar assets or liabilities in active
markets; quoted prices for identical or similar assets or liabilities in
markets that are not active; inputs other than quoted prices that are
observable for the asset or liability (e.g., interest rates); and inputs
that are derived principally from or corroborated by observable market data
by correlation or other means.
* Level 3 - Inputs that are both significant to the fair value measurement
and unobservable.
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Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2012. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values due to the short-term nature of these
instruments.
The Company applied ASC 820 for all non-financial assets and liabilities
measured at fair value on a non-recurring basis. The adoption of ASC 820 for
non-financial assets and liabilities did not have a significant impact on the
Company's financial statements.
As of March 31, 2013 and December 31, 2012 the fair values of the Company's
financial instruments approximate their historical carrying amount.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes all cash deposits and highly liquid financial
instruments with a maturity of three months or less.
ACCOUNTS RECEIVABLE, CREDIT
The Company currently has not generated any revenue from operations. The Company
will be charging for referral fees at the time a referral is placed. Fee for
referral will be based on a negotiation between third parties. There is no
subscription base for belonging to the group. Billings will occur at the point
of referral transmission and collection on customer accounts through credit
cards or direct payments. The Company does not issue credit on services
provided, therefore there will be no accounts receivable. No allowance for
doubtful accounts is considered necessary to be established for amounts that may
not be recoverable, since there has been no credit issued.
SOFTWARE DEVELOPMENT COSTS AND CAPITAL TECHNOLOGY
The Company accounts for software development costs in accordance with several
accounting pronouncements, including FASB ASC 730, Research and Development,
FASB ASC 350-40, Internal-Use Software, FASB 985-20, Costs of Computer Software
to be Sold, Leased, or Marketed and FASB ASC 350-50, Website Development Costs.
The Company has capitalized the cost of the proprietary website technology,
purchased from unrelated third party developers. Additional costs to customize,
modify and betterment to the existing product was charged to expense as it was
incurred
Capitalized software costs are stated at cost. The estimated useful life of
costs capitalized is currently being amortized over five years. Amortization is
computed on a straight line basis. The carrying amount of all long-lived assets
is evaluated periodically to determine if adjustment to the amortization period
or the unamortized balance is warranted. Based upon its most recent analysis,
the Company believes that no impairment of the proprietary software existed at
March 31, 2013 and December 31, 2012.
LONG-LIVED ASSETS AND INTANGIBLE PROPERTY
Long-lived assets such as property, equipment and identifiable intangibles are
reviewed for impairment whenever facts and circumstances indicate that the
carrying value may not be recoverable. When required impairment losses on assets
to be held and used are recognized based on the fair value of the asset. The
fair value is determined based on estimates of future cash flows, market value
of similar assets, if available, or independent appraisals, if required. If the
9
carrying amount of the long-lived asset is not recoverable from its undiscounted
cash flows, an impairment loss is recognized for the difference between the
carrying amount and fair value of the asset. When fair values are not available,
the Company estimates fair value using the expected future cash flows discounted
at a rate commensurate with the risk associated with the recovery of the assets.
The Company did not recognize any impairment losses for any periods presented.
SHARE-BASED PAYMENTS
Share-based payments to employees, including grants of employee stock options
are recognized as compensation expense in the financial statements based on
their fair values, in accordance with FASB ASC Topic 718. That expense is
recognized over the period during which an employee is required to provide
services in exchange for the award, known as the requisite service period
(usually the vesting period). The Company had no common stock options or common
stock equivalents granted or outstanding for all periods presented. The company
may issue shares as compensation in the future periods for employee services.
The Company may issue restricted stock to consultants for various services. Cost
for these transactions will be measured at the fair value of the consideration
received or the fair value of the equity instruments issued, whichever is more
reliably measurable. The value of the common stock is to be measured at the
earlier of (i) the date at which a firm commitment for performance by the
counterparty to earn the equity instruments is reached or (ii) the date at which
the counterparty's performance is complete. The company has not issue shares
during the periods presented, however it anticipates that shares may be issued
in the future.
REVENUE RECOGNITION
The Company recognizes revenue on arrangements in accordance with FASB ASC No.
605, Revenue Recognition. In all cases, revenue is recognized only when the
price is fixed or determinable, persuasive evidence of an arrangement exists,
the service is performed and collectability is reasonably assured.
The Company has not issued guarantees or other warrantees on the success or
results of references paid. The Company has no history and has not experienced
any refund requests or committed to any adjustments for failed references. The
Company does not believe that there is any required liability.
ADVERTISING
The costs of advertising are expensed as incurred. Advertising expense was $0
for the three month periods ended March 31, 2013 and 2012 and for the period May
1, 2008 (date of inception) through March 31, 2013. Advertising expenses, when
incurred are to be included in the Company's operating expenses.
RESEARCH AND DEVELOPMENT
The Company expenses research and development costs when incurred. Research and
development costs include engineering and testing of product and outputs.
Indirect costs related to research and developments are allocated based on
percentage usage to the research and development. Research and development costs
were $36,705, $0 and $46,990 for the three month periods ending March 31, 2013
and 2012 and for the period from May 1, 2008 (date of inception) through March
31, 2013, respectively.
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INCOME TAXES
The Company accounts for income taxes under the Financial Accounting Standards
Board ("FASB") Accounting Standards Codification ("ASC") No. 740, Income Taxes
("ASC 740"). Under ASC 740, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
ASC 740, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share calculations are determined by dividing net
income (loss) by the weighted average number of shares outstanding during the
year. Diluted earnings (loss) per share calculations are determined by dividing
net income (loss) by the weighted average number of shares. The Company does not
have any potentially dilutive instruments and, thus, anti-dilution issues are
not applicable.
RECENT ACCOUNTING PRONOUNCEMENTS
Except for rules and interpretive releases of the SEC under authority of federal
securities laws and a limited number of grandfathered standards, the FASB
Accounting Standards Codification ("ASC") is the sole source of authoritative
GAAP literature recognized by the FASB and applicable to the Company. Management
has reviewed the aforementioned rules and releases and believes any effect will
not have a material impact on the Company's present or future financial
statements.
2. GOING CONCERN
The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company has not yet emerged from its
development stage, has not established an ongoing source of revenues sufficient
to cover its operating cost, and requires additional capital to commence its
operating plan. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations. These factors raise substantial
doubt about its ability to continue as a going concern.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan to obtain such resources
for the Company include: sales of equity instruments; traditional financing,
such as loans; and obtaining capital from management and significant
stockholders sufficient to meet its minimal operating expenses. However,
management cannot provide any assurance that the Company will be successful in
accomplishing any of its plans.
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There is no assurance that the Company will be able to obtain sufficient
additional funds when needed or that such funds, if available, will be
obtainable on terms satisfactory to the Company. In addition, profitability will
ultimately depend upon the level of revenues received from business operations.
However, there is no assurance that the Company will attain profitability. The
accompanying financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
3. INTANGIBLE ASSETS
INTANGIBLE ASSETS
The Company has capitalized the cost of acquiring their technology for internal
and external use. The purchase price was valued at the agreed upon price with
the unrelated party. Acquired software costs consist of the following, as:
March 31, December 31,
2013 2012
-------- --------
Website $ 43,000 $ 43,000
Accumulated Amortization (41,617) (39,467)
-------- --------
$ 1,383 $ 3,533
======== ========
Future amortization:
2013 $ 1,383
--------
$ 1,383
========
Amortization expense was $2,150, $2,150 and $41,617 for the three month periods
ended March 31, 2013 and 2012 and for the period May 1, 2008 (date of inception)
through March 31, 2013, respectively.
4. INCOME TAXES
The Company utilizes the liability method of accounting for income taxes. Under
the liability method deferred tax assets and liabilities are determined based on
the differences between financial reporting basis and the tax basis of the
assets and liabilities and are measured using enacted tax rates and laws that
will be in effect, when the differences are expected to reverse. An allowance
against deferred tax assets is recognized, when it is more likely than not, that
such tax benefits will not be realized.
The Company has not recognized an income tax benefit for its operating losses
generated from operations, based on uncertainties concerning its ability to
generate taxable income in future periods. The tax benefit for the periods
presented is offset by a valuation allowance established against deferred tax
assets arising from operating losses and other temporary differences, the
realization of which could not be considered more likely than not. In future
periods, tax benefits and related deferred tax assets will be recognized when
management considers realization of such amounts to be more likely than not.
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The Company is currently open to audit under the statute of limitations by the
Internal Revenue Service for the short year ending December 31, 2008 (year of
inception) through 2011. The Company recognizes interest and penalties related
to income taxes in income tax expense. The Company had incurred no penalties and
interest for the three month periods ended March 31, 2012 and 2011 and for the
period May 1, 2008 (date of inception) through March 31, 2012.
5. RELATED PARTY TRANSACTIONS
LOANS AND ADVANCES FROM SHAREHOLDER
In support of the Company's efforts and cash requirements, it is relying on
advances from related parties until such time that the Company can support its
operations or attains adequate financing through sales of its equity or
traditional debt financing. Amounts represent advances or amounts paid in
satisfaction of certain liabilities as they come due. The advances are
considered temporary in nature and may not be formalized by a promissory note.
Any loans and advances are considered payable on demand and accrue interest at a
legally nominal rate. The Company owed $0 to its sole shareholder as of March
31, 2013 and December 31, 2012.
The majority shareholder has pledged his support to fund continuing operations;
however there is no written commitment to this effect. The Company is dependent
upon the continued support of this member.
The Company utilizes space provided by the majority shareholder without charge.
Rent was $0 for all periods presented.
The Company does not have an employment contract with its key employee, the sole
shareholder who is the Chief Executive and Chief Technical Officer.
The amounts and terms of the above transactions may not necessarily be
indicative of the amounts and terms that would have been incurred had comparable
transactions been entered into with independent third parties.
6. EQUITY
The total number of shares of capital stock which the Company shall have
authority to issue is five hundred million (500,000,000) common shares (as
amended on May 6, 2013, previously 10 million) with a par value of $.001. Common
shareholders will have one vote for each share held.
No holder of shares of stock of any class is entitled as a matter of right to
subscribe for or purchase or receive any part of any new or additional issue of
shares of stock of any class, or of securities convertible into shares of stock
of any class, whether now hereafter authorized or whether issued for money, for
consideration other than money, or by way of dividend.
There are no preferred shares authorized or outstanding. There have been no
warrants or options issued or outstanding.
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EQUITY ISSUANCE
On May 1, 2008 (date of inception), 6,000,000 shares of common stock were issued
to the founder in exchange for $6,000.
The Company engaged in the registration of its equity, for the purpose of
raising cash through the issuance of common shares. The Company through its
proposed equity raise issued 1,086,000 common shares on September 6, 2012 for
cash proceeds of $54,300 or $.05 per share.
7. CONTINGENCIES
Some of the officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. They may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.
From time to time the Company may become a party to litigation matters involving
claims against the Company. Management believes that there are no current
matters that would have a material effect on the Company's financial position or
results of operations.
8. SUBSEQUENT EVENTS
On May 6, 2013, the Company amended its Articles of Incorporation with the
Nevada Secretary of State. Amendment was for the purpose of increasing the
authorized number of its $.001 par value common shares from ten million
(10,000,000) to five hundred million (500,000,000).
Management has evaluated subsequent events and is not aware of any significant
events that occurred subsequent to the balance sheet date but prior to the
issuance of this report , as filed with the Securities and Exchange Commission
(date available), that should be disclosed.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
PLAN OF OPERATION
On June 1, 2012 we received approval from the Securities and Exchange Commission
of our Registration Statement on Form S-1. Wherein, we registered 2,000,000
shares of our common stock at an offering price of $.05 in order to raise
$100,000.00 as our initial capital.
On August 15, 2012 Introbuzz closed its offering of common stock registered on
Form S-1. Subscriptions have been received from 30 investors, raising $54,300 in
proceeds.
We are a development stage company formed in the state of Nevada on May 1, 2008
as a web based social network service founded on the premise that personal
networks and contacts are valuable. Social networks are web based services that
allow individuals to post a profile and link their profile to other friends and
organizations. To date, social networks such as Linkedin.com and Facebook.com
have generated enormous popularity. Social networks have largely been a
"personal branding" exercise or for pure entertainment to see what friends or
associates are doing.
Introbuzz plans to be a social network that is also based on showing the types
of people you are connected with and are associated. However, it's also based on
the idea that people should, and will pay to get in touch with people you know.
Furthermore, money or donations act as a convenient reason to get in touch with
people who can benefit your career or enhance one's life.
We believe that people will pay for introductions that are meaningful since it
can save or create significant value to someone's life such as to find the right
executive, nanny, software developer - or even the right squash player. Instead
of paying for a lunch that neither party wants to eat, parties can get down to
business knowing that their time has been valued.
Introbuzz is a development stage company that has not commenced its planned
principal operations to date. Introbuzz plans to launch its web based social
network at the end of the next quarter following the placement of the offering.
Operations to date have been devoted primarily to start-up and development
activities, which include the following:
1. Development of the business plan;
2. Website development;
3. Programming including: user interface, search mechanism, registration,
listings, membership profile, search functions, invitation screens,
secured payment options;
4. Adopted marketing strategy and target market segmentation;
5. Conducted due diligence on market acceptance, membership trends and
social network habits;
6. We plan to launch our website www.introbizz.com by the end of the next
quarter after our minimum offering has been raised. We have identified
a company in Texas to provide us with server space at a cost of $99
per server. If additional server space is needed (based on traffic to
our site) this company can provide ample servers immediately on
demand.
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Introbuzz has identified the following challenges to its success:
1. MAKING ADOPTION EASY AND "STIGMA-LESS"
Introbuzz plans to introduce a new model for social networks that we believe
will require some acceptance. Selling a stranger your record collection via
online auction was a stretch for some people to adopt, and Introbuzz is likely
to face similar challenges from late adopters. Introbuzz believes its planned
social network may disrupt an inefficient model of meeting people that is
currently based on vague notions of social capital by making it clear "I want to
meet this person, and I will make it worth your while".
We believe that an important component to removing the stigma would be the
involvement of non-profits. If people are uncomfortable receiving payment,
almost everyone is comfortable generating a donation to a cause that helps
disadvantaged children, fighting disease, or helping physically or mentally
handicapped people.
2. SOCIAL NETWORK USER FATIGUE
Linked, Facebook, Doostang, Myspace, and several other social networks already
have established themselves and many users are tired of receiving invitations
from people to join another network. Introbuzz does not believe another
traditional social network such as a direct competitor to Linkedin.com could
compete. However, Introbuzz believes a social network that GENERATES REVENUE is
a compelling reason to get people to join.
3. MANAGING CORPORATE POLICIES
Introbuzz expects that a number of enterprises will have limitations on what
people can accept for gifts. Introbuzz is likely to "fly under radar" for some
time, but it may be possible that certain organizations ultimately restrict
employees from using their professional titles to generate revenue. For example,
someone who is "Director of IT Purchasing, Starbucks" could wield enormous power
for someone seeking an appointment and generate significant revenue.
The following policies could be embraced:
All revenue could be donated to the corporation or organization itself. This
could allow companies to have more efficient uses of their time by using a "pay
for meeting" policy to keep over-eager salespeople at bay.
All revenue could be donated to a designated non-profit (i.e. MICROSOFT
EMPLOYEES WILL DESIGNATE ALL REVENUE TO THE MICROSOFT COMPUTERS FOR KIDS
FOUNDATION. )
RESULTS OF OPERATION
The Company did not have any operating income from inception (May 1, 2008)
through March 31, 2013. For the period from inception, May 1, 2008 through the
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quarter ended March 31, 2013, the registrant recognized a net loss of $128,621.
Some general and administrative expenses during the year were accrued. Expenses
for the year were comprised of costs mainly associated with web site
development, legal, accounting and office.
LIQUIDITY AND CAPITAL RESOURCE
On August 15, 2012 Introbuzz closed its offering of common stock registered on
Form S-1. Subscriptions have been received from 30 investors, raising $54,300 in
proceeds.
CRITICAL ACCOUNTING POLICIES
Introbuzz financial statements and related public financial information are
based on the application of accounting principles generally accepted in the
United States ("GAAP"). GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenue and expense amounts reported. These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition. We believe our use if estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) that are designed to ensure that
information required to be disclosed in the reports 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 our management, including our chief executive
officer and chief financial officer, as appropriate to allow timely decisions
regarding disclosure. In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
Our management, with the participation of our chief executive officer and chief
financial officer, has evaluated the effectiveness of our disclosure controls
and procedures as of March 31, 2013. Based on their evaluation, our chief
executive officer and chief financial officer have concluded that, as of May 9,
2013, our disclosure controls and procedures were not effective.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
The Company is a smaller reporting company and is not required to provide this
information.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
On August 15, 2012 Introbuzz closed its offering of common stock registered on
Form S-1. Subscriptions have been received from 30 investors, raising $54,300 in
proceeds.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002
31.2 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002
101 Interactive Data files pursuant to Regulation S-T
(b) Reports on Form 8-K
On January 10, 2013 an 8-K was filed regarding notice of a Change in
Registrant's Certifying Accountant
On April 29, 2013 an 8-K was filed regarding notice of Departures of
Directors or Principal Officers; Election of Directors; Appointment of
Principal Officer
On April 29, 2013 an 8-K was filed regarding notice of a Change in
Registrant's Certifying Accountant
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTROBUZZ
Date: May 13, 2013
/s/ Marlon Luis Sanchez
--------------------------------------------------
Marlon Luis Sanchez
President, Chief Executive Officer,
Chief Financial Officer, Chief Accounting Officer,
Secretary, Treasurer, Director
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