CGS INTERNATIONAL, INC. - Quarter Report: 2015 January (Form 10-Q)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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LINE UP ADVERTISEMENT, INC.

QUARTERLY REPORT

TABLE OF CONTENTS

 

 

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LINE UP ADVERTISEMENT, INC.

 

CONDENSED BALANCE SHEETS
Unaudited

 

 

 

		January 31, 2015		April 30, 2014
ASSETS
CURRENT ASSETS
Cash	$	-	$	-
TOTAL CURRENT ASSETS	$	-	$	-
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	6,471	$	8,944
Due to related party		51,067		28,085
TOTAL CURRENT LIABILITIES	$	57,538	$	37,029
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
760,000 shares at January 31, 2015 & at April 30, 2014	$	760	$	760
Additional Paid in Capital		26,655		26,655
Deficit accumulated		(84,953)		(64,444)
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)	$	(57,538)	$	(37,029)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)	$	-	$	-

 

 

The accompanying notes are an integral part of these financial statements

 

 

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LINE UP ADVERTISEMENT, INC.

 

CONDENSED STATEMENTS OF OPERATIONS
Unaudited

 

 

 

		3 months ended  January 31, 2015		3 months ended  January 31, 2014		9 months ended  January 31, 2015		9 months ended  January 31, 2014
REVENUE
Revenues	$	-	$	-	$	-	$	-
Total Revenues	$	-	$	-	$	-	$	-
EXPENSES
Office and general	$	617	$	9,846	$	2,212	$	16,798
Professional Fees		3,058		12,076		18,297		19,126
Total Expenses, before provision of income taxes	$	3,675	$	21,922	$	20,509	$	35,924
Provision for income taxes		-		-		-		-
NET LOSS	$	(3,675)	$	(21,922)	$	(20,509)	$	(35,924)
BASIC AND DILUTED LOSS PER COMMON SHARE	$	-	$	(0.01)	$	(0.03)	$	(0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		760,000		4,412,174		760,000		6,644,058

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

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LINE UP ADVERTISEMENT, INC.

 

CONDENSED STATEMENTS OF CASH FLOWS
Unaudited

 

 

		9 months ended   January 31, 2015		9 months ended    January 31, 2014
OPERATING ACTIVITIES
Net loss	$	(20,509)	$	(35,924)
Adjustment to reconcile net loss to net cash used in operating activities:
Expenses paid on company's behalf by related party		22,982		24,522
Increase (decrease) in accrued expenses		(2,473)		(3,708)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	-	$	(15,110)
FINANCING ACTIVITIES
Proceeds from sale of common stock		-		14,715
Forgiveness of Debt
NET CASH PROVIDED BY FINANCING ACTIVITIES	$	-	$	14,715
NET INCREASE (DECREASE) IN CASH	$	-	$	(395)
CASH, BEGINNING OF PERIOD	$	-	$	395
CASH, END OF PERIOD	$	-	$	-
Supplemental cash flow information and noncash financing activities:
Cash paid for:
Interest	$	-	$	-
Income taxes	$	-	$	-

 

 

 

The accompanying notes are an integral part of these financial statements

 

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LINE UP ADVERTISEMENT, INC.

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

 

January 31, 2015

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The Company was incorporated in the State of Nevada as a for-profit Company on April 17, 2012 and established a fiscal year end of April 30.

In the opinion of management, the accompanying balance sheets and related interim statements of income, cash flows, and stockholders’ equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Interim results are not necessarily indicative of results for a full year.  The information included in this Form 10-Q should be read in conjunction with information included in the Form 10-K.

NOTE 2 – GOING CONCERN

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $57,538, an accumulated deficit of $84,953. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company.  There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.  The Company is funding its initial operations by way of issuing Founder’s shares.

The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs

NOTE 3 - CAPITAL STOCK

The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.

On December 13, 2014 7,000,000 common shares were retired.

On January 31, 2015 and on April 30, 2014, the Company had 760,000 common shares issued and outstanding.

As of January 31, 2015, the Company has not granted any stock options and has not recorded any stock-based compensation.

 

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NOTE 4 - RELATED PARTY TRANSACTIONS

As of January 31, 2015 and April 30, 2014, the Company has received $51,067 and $28,805, respectively, in loans and payment of expenses from a related party. The loans are payable on demand and without interest.

NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS

The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.

NOTE 6 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no further events to disclose.

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ITEM 2. MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events.  You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report.  These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Summary Information

On April 17, 2012, Mr. Vagner Gomes Tome, our former executive officer and former director, incorporated the Company in the State of Nevada and established a fiscal year end of April 30th. On May 23, 2013, the Company accepted the resignation of Vagner Gomes Tome as the sole director and officer of the Company and accepted the appointment of Joelyn Alcantara to serve in his stead. The objective of the Company remains to introduce advertisement in nightclub line-ups.

We are a development-stage company that intends to provide TV streaming advertisements for customers lining up on the outside of the nightclubs. The idea is to showcase pictures of that particular club scene, special events, deals on drink specials and advertisements from local businesses and other companies. We plan on providing the TV at no cost to the club and to generate revenue through the sale of advertisements from local restaurants, cigarette companies, alcohol companies, clothing companies, ads for sports and entertainment events, etc.

On December 13, 2013, Mr. Vagner Gomes Tome, surrendered for cancellation 7,000,000 shares of common stock of the Company.  On March 10, 2014, Ms. Alcantara, our current sole executive officer and director, acquired the remaining 500,000 shares of common stock of the Company formerly owned by Mr. Tome for a purchase price of $0.05 per share. Ms. Alcantara is currently the holder of 65.7% of the issued and outstanding shares of common stock of the Company and is the majority shareholder of the Company

As of the date of this quarterly report, we have not yet contacted any potential clients. Furthermore, we have not yet developed our systems and services. The Company has not yet implemented its business model and to date has generated no revenues.

Plan of Operations

After we have raised enough funds to start this plan of operations, we plan to accomplish the following steps:

Market Research	2 months
Equipment Purchase	2 months
Tests and website development	3 months
Secure Contracts with nightclub owners	2 months
Search for local business for initial advertisement	3 months
TOTAL	12 months

Estimated time frame for completion of each step of our plan of operations.

 

  - Market Research

 

We plan to have a detailed ‘map’ of night clubs locations and possible local businesses that could benefit from our services. We expect to understand the demographic of the clubs and we also plan to interview patrons who attend and frequent the club, to have an idea of how long they believe they usually stand in line and the usual time frame that people stand outside on particular evenings of operation. Gathering this information is essential to the Company so we can make the proper decisions and outline the best strategies for our Business. The Company’s president will be responsible to conduct the Market Research and/or hire an independent Company to perform this task if finances allow.

We expect to spend between $550 and $25,000 in our Market Research.

        - Equipament purchase

The company estimates that the cost for each outdoor weather proof TV case will range from $1,000 to $6,000; depending on the manufacturer and TV size.

TV’s are widely available and they range in price, depending on the brand and size, from $500 to $3,000.

The Company’s president will be responsible for the equipment purchase.

The Company expects to invest between $1,000 and $32,000 for purchase of equipment.

 

   - Tests and website development

 

After we acquire the initial necessary equipment, we plan on running tests simulating actual situations, such as visibility of the TV in different positions, finding the best possible placement for the TV. We may also consider weather conditions, lighting among other factors that may arise.

After we have successfully tested our systems, we intend to finalize our website (www.lineupad.com), currently under construction, including a detailed explanation of our systems with pictures and videos.

We plan on hiring third party technicians and/or engineers to help with the tests and a third party web developer to finalize our website. The president will be responsible to hire the third party personnel and she will oversee all the development. The president may be responsible to run all the tests, depending on the funds available to the Company. We intend to allocate between $504 and $6,500 for our tests and website costs.

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          - Secure contracts with nightclub owners

After we decide on a pre-set system and standards for our services and products, we believe that we will have a better understanding of the functionality of our business. At that time, we may be able to present our idea in a more organized manner, and instruct how it will work. These factors would give us a better chance to secure contracts with club owners and managers.

The Company’s president will deal with all negotiations and she may decide to hire sub-contracted sales personnel, if finances allow.

We expect to allocate $450 and $6,000 to cover costs related to securing contracts with nightclub owners.

          - Search for local businesses for initial advertisement

After securing our initial club contract and setting our first TV(s) up, we plan on finding advertisements from local businesses, such as after hour stores, late night eateries, taxi companies, etc. We estimate that a video to be used for our TV’s can be produced and edited in no more than 7 days.

We believe that our cost to produce the video advertisements will be very low, because we could use existing material from the advertising client’s website or simply use pictures and or videos to be provided by the client (nowadays, digital pictures and videos are very accessible).

The Company’s president will deal with all the negotiations and she may decide to hire sub-contracted sales personnel.

 

We plan on investing between $400 and $7,300 to search for local businesses for initial advertisement.

           - Office supplies, Stationery, Telephones, Internet

We intend to allocate between $60 and $1,164 to cover these costs, at the president’s discretion.

After successfully completing the above described steps, we believe we will start generating revenue.

As of the date of this filing, the Company has generated no revenues and has not entered into any agreement, arrangement or understanding with any third party company. The Company has raised $12,700 in cash to initiate its business plan through the sale of its common stock. The amount raised from our stock offering is insufficient and we will need additional cash to continue to implement our business plan. Failure to raise funds will require the Company to cease operations. Other than as described in this paragraph, we have no other financing plans.

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time

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is investments by others in this offering. We must raise cash to implement our strategy and stay in business.

Results of Operations

Revenue

We did not generate any revenue during the three and nine month periods ending January 31, 2015 and 2014.  

Expenses

We incurred expenses in the amount of $3,675 during the three month period ending January 31, 2015 and $21,922 during the three month period ending January 31, 2014. The decrease in expenses was caused by decreased legal and accounting costs in connection with the filing of quarterly and annual reports.

We incurred expenses in the amount of $20,509 during the nine month period ending January 31, 2015 and $35,924 during the nine month period ending January 31, 2014. The decrease in expenses was caused by decreased legal and accounting costs in connection with the filing of quarterly and annual reports.

Net Loss

We incurred a net loss of $3,675 and $21,922 during the three month periods ending January 31, 2015 and 2014, respectively.  We incurred a net loss of $20,509 and $35,924 during the nine month periods ending January 31, 2015 and 2014, respectively.

Liquidity and Capital Resources

Our officer and director has committed to advancing funds (up to $25,000) for the next twelve months to cover expenses to maintain the reporting status current with the SEC. Ms. Joelyn Alcantara is willing to lend the full amount of these funds to the Company as the expenses are incurred, if necessary or if no other proceeds are obtained by the Company. However, there is no contract in place or written agreement with Ms. Alcantara and the funds expressed in the above president’s verbal commitment, would be in the form of a non-secured loan and would have no interest and no fixed repayment date.

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Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements. The failure to secure additional equity financing would result in need to seek capital from other resources such as debt financing, which may not be available to the Company. However, if such financing were available,  it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its common stock or secure debt financing, it would be required to cease business operations. As a result, investors may lose all of their investment.

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (who is our Principal Executive Officer) and our Chief Financial Officer (who is our Principal Financial Officer and Principal Accounting Officer), of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of January 31, 2015, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of January 31, 2015 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.

In performing the above-referenced assessment, our management identified the following material weaknesses:

1.           Lack of formal policies and procedures necessary to adequately review significant accounting transactions.   The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

2.            Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

Our management feels the weaknesses identified above have not had any material affect on our financial results. However, we are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.

Our management team will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the quarterly period ended January 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

 

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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

        None.

Item 3. Defaults Upon Senior Securities

        None

Item 4. (Removed and Reserved)

Item 5. Other Information

None

Item 6. Exhibits

Exhibit No.	Document Description
3.1(a)	Articles of Incorporation of Line Up Advertisement, Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on July 06, 2012)
3.1(b)	Amendment to Articles of Incorporation of Line Up Advertisement, Inc. (incorporated by reference from our Current Report on Form 8-K filed on November 11, 2013).
3.2	Bylaws of Line Up Advertisement, Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on July 06, 2012)
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 **
101	Interactive Data Files

*     Included in Exhibit 31.1

**    Included in Exhibit 32.1

                                   

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SIGNATURES

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

                        

Line Up Advertisement, Inc.

/s/ Joelyn Alcantara  

Joelyn Alcantara  

President, Secretary, Treasurer, Chief Financial Officer and Director

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

Dated: March 16, 2015

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