A1 Group, Inc. - Quarter Report: 2010 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

 

For the quarterly period ended: March 31, 2010

or

 

 

 For the transition period from ________________ to __________________

 

 Commission File Number 333-150630

 

SECURE WINDOW BLINDS, INC.

(Exact name of business issuer as specified in its charter)

 

 

112 North Curry Street

Carson City, Nevada, 89703

 (Address of principal executive offices)

 

(905) 732-3299

 (Registrant’s telephone number, including area code)

 

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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer  o Accelerated filer [   ] Non-accelerated filer [   ]  (Do not check if a smaller reporting company) Smaller reporting company x

 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of June 14, 2010 the registrant had 10,620,000 shares of common stock, $0.001 par value, issued and outstanding.

 

 

 

 

 

 

 

 

 

 

SECURE WINDOW BLINDS, INC.

(A Development Stage Company)

 

FINANCIAL STATEMENTS

 

MARCH 31, 2010

 

 

 

 

 

BALANCE SHEETS

 

STATEMENTS OF OPERATIONS

 

STATEMENTS OF CHANGE IN STOCKHOLDERS EQUITY

 

STATEMENTS OF CASH FLOWS

 

NOTES TO THE FINANCIAL STATEMENTS

 

 

 

 

 

Chang G. Park, CPA, Ph. D.

( 2667 CAMINO DEL RIO SOUTH PLAZA B ( SAN DIEGO ( CALIFORNIA 92108 (

( TELEPHONE (858)722-5953 ( FAX (858) 761-0341 ( FAX (858) 764-5480

( E-MAIL changgpark@gmail.com(

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors of

Secure Window Blinds, Inc.

(A Development Stage Company)

 

We have reviewed the accompanying balance sheet of Secure Window Blinds, Inc. (the Company) as of March 31, 2010, and the related statements of operation, changes in stockholders’ equity (deficit), and cash flows for the three months ended March 31, 2010 and 2009, and for the period from November 30, 2005 (inception) through March 31, 2010. These financial statements are the responsibility of the Company’s management.

 

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

 

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Chang G. Park

Chang G. Park, CPA

 

June 14, 2010

San Diego, California

 

3

 

 

SECURE WINDOW BLINDS, INC.

(A Development Stage Company)

 

BALANCE SHEETS

March 31, 2010

 

 

 

Going Concern (Note 1)

 

 

______________________

Director

 

 

The accompanying notes are an integral part of these financial statements

 

SECURE WINDOW BLINDS, INC.

(A Development Stage Company)

 

STATEMENTS OF OPERATIONS (Unaudited)

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

SECURE WINDOW BLINDS, INC.

(A Development Stage Company)

 

STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIT)

From inception November 27, 2006 to March 31, 2010

 

 

 

 

 

 

 

 

 

 

     The accompanying notes are an integral part of these financial statements

 

SECURE WINDOW BLINDS, INC.

(A Development Stage Company)

 

STATEMENTS OF CASH FLOWS

FROM INCEPTION NOVEMBER 27, 2006 to MARCH 31, 2010

(Unaudited)

 

 

 

Supplemental cash flow information.

Cash paid for:

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

SECURE WINDOW BLINDS, INC.

(A Development Stage Company)

 

NOTES TO THE FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2010

 

 

 

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

Secure Window Blinds, Inc. (the “Company”) is a private company incorporated on November 27, 2006 under the laws of the State of Nevada and extra-provincially registered under the laws of the Province of Ontario on February 2, 2007. The Company is in the initial development stage and was organized to engage in the business of producing

an unique secure window blind.

 

Going concern

 

These financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and liabilities in the normal course of business. The Company commenced operations on November 27, 2006 and has not realized revenues since inception. The Company has a deficit accumulated to the period ended March 31, 2010 in the amount of $50,585. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company is funding its initial operations by way of Founders shares. As of March 31, 2010 the Company had issued 10,000,000 founders shares at $0.001 per share for net proceeds of $10,000 to the Company and 620,000 private placement shares at $0.025 per share for net proceeds of $15,500 to the Company.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

 

The Company was incorporated on November 27, 2006 in the State of Nevada. The fiscal year end of the Company is December 31.

 

Basis of Presentation

 

Interim Financial Statements

 

The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months period ended March 31, 2010 is not necessarily indicative of the results that may be expected for the year ending December 31, 2010. For further information, refer to the financial statements and footnotes thereto included in our Form 10-K Report for the fiscal year ended December 31, 2009

 

Segmented Reporting

 

SFAS Number 131, “Disclosure about Segments of an Enterprise and Related Information”, changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders. It also requires entity-wide disclosures about the products and services the entity provides, the material countries in which it holds assets and reports revenues and its major customers.

 

For the period ended March 31, 2010, all business operations took place in Ontario, Canada.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Comprehensive Loss

“Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2010, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

 

Use of Estimates and Assumptions

 

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain 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 period. Accordingly, actual results could differ from those estimates.

 

Financial Instruments

 

All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

 

Loss per Common Share

 

Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of the Company. Because the Company does not have any potential dilutive securities, the accompanying presentation is only on the basic loss per share.

 

Income Taxes

 

The Company follows the liability method of accounting for income taxes. Under this method, 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 balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those 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 income in the period that includes the date of enactment or substantive enactment.

 

Stock-based Compensation

 

The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. As at March 31, 2010 the Company had not adopted a stock option plan nor had it granted any stock options. Accordingly no stock-based compensation has been recorded to date.

 

Recent Accounting Pronouncements

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

In February 2010, the FASB issued Accounting Standards Update ("ASU") No.2010-09, "Amendments to Certain Recognition and Disclosure Requirements" ("ASU2010-09"), which is included in the FASB Accounting Standards Codification (the "ASC") Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC filer is required to evaluate subsequent events through the date that the financial statements are issued. ASU 2010-09 is effective upon the issuance of the final update and did not have a significant impact on the Company's financial statements.

 

In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 3 – STOCKHOLDERS’ EQUITY

 

The stockholders’ equity section of the Company contains the following classes of Capital Stock as of March 31, 2010

 

 

On December 15, 2006, the Company issued 7,000,000 common shares at $0.001 per share to the sole director and President of the Company for cash proceeds of $7,000.

On May 12, 2008, the Company issued 3,000,000 common shares at $0.001 per share to the sole director and President of the Company for cash proceeds of $3,000.

From September to August, 2008, the Company issued 620,000 shares private placement stock at $0.025 per share for net proceeds to the company of $15,500.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

On December 15, 2006 the Company issued 7,000,000 shares of common stock at $0.001 per share to its sole director and President of the Company for cash proceeds of $7,000. On May 12, 2008 the Company issued 3,000,000 shares of common stock at $0.001 per share to its sole director and President of the Company for cash proceeds of $3,000. As at March 31, 2010 the Company has a shareholders loan in the amount of $96 owed to the President of the Company. The amounts due to the related party are unsecured and non interest-bearing with no set terms of repayment.

 

NOTE 5– INCOME TAXES

 

The Company has adopted the FASB for reporting purposed. As of March 31, 2010 the Company had net operating loss carry forwards of approximately $50,568 that may be available to reduce future years’ taxable income and will expire beginning in 2026. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which December arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carryforwards.

 

NOTE 6– SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there were no such events that warrant disclosure or recognition in the financial statements.

 

 

ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

Overview

 

Secure Window Blinds, Inc. (“Secure Window Blinds” the “Company,” “we,” “us”) is a development stage company, incorporated on November 27, 2006, in the State of Nevada.  We intend to offer a unique window blind system, which, in addition to having all the functionality of an ordinary venetian blind, it will also be a home security device by making any window impenetrable.

 

We did not generate any revenue during the quarter ended March 31, 2010.  

 

Total expenses for the three months ending March 31 2010 were $4,001 resulting in an operating loss for the fiscal quarter of $4,001. The operating loss for the three month period ending March 31, 2010 is a result of professional fees of $3,500, office and general expenses of $501.

 

As of March 31, 2010 our President has advanced $96 to the Company. This amount is unsecured, non-interest bearing and without specific terms of repayment.

 

As at March 31, 2010 we had $11 available in cash and accounts payable of $25,000.

 

Our auditors have issued a going concern opinion.  This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay our bills.  Additional capital is required because we have not generated any revenues and no revenues are anticipated until we begin operations.  Accordingly, we must raise cash and our only sources of cash at this time are advances from our officer and director and investments made by others through sale of our common equity or from operating loans.  

 

We expect that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. We will also be incurring professional and administrative expenses as well expenses associated with maintaining our SEC filings. We will require additional funds during this time and will seek to raise the necessary additional capital.  If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all.

 

Plan of Operation

 

In our initial stage of operation we plan to build a manual secure blind prototype that will demonstrate the products features and functions. If sufficient financing is available we also plan to develop a motorized version of the window blind which could possibility be integrated into home alarm and security systems. The cost of product development is estimated at $27,000

 

Once the prototypes have been built, we then intend to arrange for a suitable location from which to manufacture our window blinds and then purchase the necessary material and machinery to cut and paint the slats. The cost of the required machinery will be approximately $15,000

 

Once our product is ready for manufacturing we will initiate our marketing campaign.  We intend to market our window blinds using an Internet website to showcase the products and establish a sales portal. The marking plan also includes contacting and negotiating exclusive partnerships with home security and insurance companies; attend trade shows; distribute flyers and place advertisements in newspapers and magazines.  Our sales and marketing

 

activity is anticipated to cost approximately $30,000. We do not expect to be hiring any employees until the prototypes have been developed and the window blind has been made.

 

Off Balance Sheet Arrangements

 

As of the date of this quarterly report, the current funds available to the Company will not be sufficient to continue operations. The cost to maintain the Company and begin operations has been estimated at $72,000 over the next twelve months and the cost of maintaining our reporting status is estimated to be $15,000 over the same period. Our officer and director, Mr. Pizzacalla has undertaken to provide the Company with operating capital to sustain our business during this twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing this undertaking.  Management believes if the Company cannot raise sufficient revenues or maintain our reporting status with the SEC we will have to cease all efforts directed towards the Company.  

 

There are no other off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have future effect on the business, financial condition, revenue or expenses and/or result of operations.

 

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

 

Item 4. Controls and Procedures

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America.  Internal control over financial reporting includes maintain records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition , use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.

 

Management conducted an evaluation of our internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f).  Management conducted the evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2009 based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of March 31, 2010.

 

There were no changes in our internal control over financial reporting during the period ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, or are reasonably likely to affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

 

No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

 

ITEM 1A.  RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

None.

 

ITEM 5. OTHER INFORMATION

 

None

 

ITEM 6. EXHIBITS

 

31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

32.1 Section 1350 Certification of Chief Executive Officer

32.2 Section 1350 Certification of Chief Financial Officer **

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act or 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Secure Window Blinds, Inc.

 

Anthony Pizzacalla

President, Secretary Treasurer, Principal Executive Officer,

Principal Financial Officer and Director

 

Dated:  June 14, 2010