CLEANSPARK, INC. - Quarter Report: 2010 June (Form 10-Q)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X . QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
. TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from ____________ to____________
Commission File No. 000-53498
Smartdata Corporation
(Exact name of Registrant as specified in its charter)
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Nevada | 87-0449945 |
(State or Other Jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
PO BOX 573633
Murray, Utah 84157
(Address of Principal Executive Offices)
(801) 557-6748
(Registrant’s telephone number, including area code)
_____________________________
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) 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 . No X .
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 (§232.405) of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes . No .
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | . (Do not check if a smaller reporting company) | 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 .
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities and Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: February 11, 2011 – 35,876,781 shares of common stock.
Part I – Financial Information
Item 1. Financial Statements
Smartdata Corporation
[A Development Stage Company]
CONDENSED BALANCE SHEETS
As of June 30, 2010 and September 30, 2009
Assets |
| June 30, 2010 |
| September 30, 2009 |
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| Unaudited |
| Audited |
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Total Assets | $ | - | $ | - |
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Liabilities and Stockholders' Equity (Deficit) |
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Liabilities |
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Current Liabilities |
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Accounts Payable | $ | 14,968 | $ | 20,182 |
Notes Payable - Related Party |
| 26,685 |
| 6,115 |
Total Current Liabilities |
| 41,653 |
| 26,297 |
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Stockholders' Equity (Deficit) |
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Common Stock - 50,000,000 shares authorized having a par value $0.001 per share; 35,876,781 shares issued and outstanding, as of June 30, 2010 and September 30, 2009 |
| 35,877 |
| 35,877 |
Capital in Excess of par value |
| 193,786 |
| 193,786 |
Deficit accumulated during the development stage |
| (271,316) |
| (255,960) |
Total Stockholders' Equity (Deficit) |
| (41,653) |
| (26,297) |
Total Liabilities and Stockholders' Equity (Deficit) | $ | - | $ | - |
The accompanying notes are an integral part of these unaudited condensed financial statements.
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Smartdata Corporation
[A Development Stage Company]
Unaudited Condensed Statements of Operations
For the nine-Month Periods Ended June 30, 2010 and 2009 and
for the Period from Re-entering the Development Stage [October 1, 1991]
through June 30, 2010
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| For the Nine Months Ended |
| For the Period from re-entering the development stage [October 1, 1991] | ||
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| June 30, |
| June 30, |
| Through June 30, |
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| 2010 |
| 2009 |
| 2010 |
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Revenues | $ | - | $ | - | $ | - |
Operating Expenses |
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General and Administrative Expenses |
| 17,709 |
| 27,057 |
| 273,669 |
Loss from Operations |
| (17,709) |
| (27,057) |
| (273,669) |
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Other Income (Expense) |
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Gain on Forgiveness of Debt |
| 2,353 |
| - |
| 2,353 |
Total Other Income (Expense) |
| 2,353 |
| - |
| 2,353 |
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Net Income (Loss) before income taxes |
| (15,356) |
| (27,057) |
| (271,316) |
Income Taxes |
| - |
| - |
| - |
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Net Income (Loss) | $ | (15,356) | $ | (27,057) | $ | (271,316) |
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Basic and Diluted Loss per share | $ | (.01) | $ | (.01) |
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Weighted average number of common shares outstanding |
| 35,876,781 |
| 30,465,935 |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
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Smartdata Corporation
[A Development Stage Company]
Unaudited Condensed Statements of Operations
For the Three-Month Periods Ended June 30, 2010 and 2009
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| For the Three Months Ended | ||
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| June 30, |
| June 30, |
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| 2010 |
| 2009 |
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Revenues | $ | - | $ | - |
Operating Expenses |
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General and Administrative Expenses |
| 1,585 |
| 1,959 |
Loss from Operations |
| (1,585) |
| (1,959) |
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Other Income (Expense) |
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Gain on Forgiveness of Debt |
| - |
| - |
Total Other Income (Expense) |
| - |
| - |
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Net Income (Loss) before income taxes |
| (1,585) |
| (1,959) |
Income Taxes |
| - |
| - |
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Net Income (Loss) | $ | (1,585) | $ | (1,959) |
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Basic and Diluted Loss per share | $ | (.01) | $ | (.01) |
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Weighted average number of common shares outstanding |
| 35,876,781 |
| 35,785,670 |
The accompanying notes are an integral part of these unaudited condensed financial statements.
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Smartdata Corporation
[A Development Stage Company]
Unaudited Condensed Statements of Cash Flows
For the Nine-Month Periods Ended June 30, 2010 and 2009 and
for the Period from Re-entering the Development Stage [October 1, 1991]
through June 30, 2010
The accompanying notes are an integral part of these unaudited condensed financial statements.
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Smartdata Corporation
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying condensed financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the results for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report for the year ended September 30, 2009. The operating results for the periods presented are not necessarily indicative of the operating results for the full year.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception and has no revenue-generating activities. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is seeking potential business opportunities and is proposing to raise any necessary additional funds not provided by operations through loans and/or through additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital or achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 3 - NOTES PAYABLE – RELATED PARTY
Through June 30, 2010, the Company had received $45,898 in advances from certain officers of the Company under promissory notes. As of June 30, 2010, a balance of $26,685 is still outstanding on these notes. The notes bear no interest and are payable on demand.
NOTE 4 - NEW ACCOUNTING STANDARDS
In October 2009, the FASB issued ASU 2009-13, which amends ASC Topic 605, Revenue Recognition. Under this standard, management is no longer required to obtain vendor-specific objective evidence or third party evidence of fair value for each deliverable in an arrangement with multiple elements, and where evidence is not available we may now estimate the proportion of the selling price attributable to each deliverable. ASU 2009-13 is effective for annual reporting periods beginning after June 15, 2010. We do not expect the adoption of ASU 2009-13 to have a material impact on our financial statements.
In January 2010, the FASB issued ASU 2010-6, Improving Disclosures About Fair Value Measurements, which requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair- value measurements. ASU 2010-6 is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning after December 15, 2010. We do not expect the adoption of ASU 2010-6 to have a material impact on our financial statements.
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Item 2. Management’s Discussion and Analysis or Plan of Operation
Forward-looking Statements
Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.
Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Plan of Operation
Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.
During the next 12 months, our only foreseeable cash requirements, which may be advanced by our management or principal stockholders as loans to us, will relate to maintaining our good standing or the payment of expenses associated with legal, accounting and other fees related to our compliance with the Exchange Act requirements of being a reporting issuer and reviewing or investigating any potential acquisition or business combination candidate. Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective acquisition or business combination candidate as of the date of this Quarterly Report, it is impossible to predict the amount of any such costs or required advances. Any such loan will be on terms no less favorable to us than would have been made available to us from a commercial lender in an arm’s length transaction.
Results of Operations
Three Months Ended June 30, 2010, Compared to Three Months Ended June 30, 2009.
We had no operations during the quarterly period ended June 30, 2010, nor do we have operations as of the date of this filing. General and administrative expenses were $1,585 for the June 30, 2010 period compared to $1,959 for the June 30, 2009 period. General and administrative expenses for the three months ended June 30, 2010, were comprised mainly of accounting and legal fees. We had a net loss of $1,585 for the June 30, 2010 period compared to a net loss of $1,959 for the June 30, 2009 period.
Nine Months Ended June 30, 2010, Compared to Nine Months Ended June 30, 2009.
We had no operations during the nine month period ended June 30, 2010, nor do we have operations as of the date of this filing. General and administrative expenses were $17,709 for the June 30, 2010 period compared to $27,057 for the June 30, 2009 period. General and administrative expenses for the nine months ended June 30, 2010, were comprised mainly of accounting and legal fees. We had a net loss of $15,356 for the June 30, 2010 period compared to a net loss of $27,057 for the June 30, 2009 period.
Liquidity
We have no current cash resources.
During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing in the State of Nevada. We do not have any cash reserves to pay for our administrative expenses for the next 12 months. In the event that additional funding is required in order to keep us in good standing and other fees related to our compliance with the Exchange Act requirements
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of being a reporting issuer and reviewing or investigating any potential acquisition or business combination candidate, we may attempt to raise such funding through loans or through additional sales of our common stock.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4T. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our 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. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based on this evaluation, our principal executive officer and our principal financial officer, who is one person, concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of June 30, 2010, the end of the period covered by this Report. The Company’s current lack of capital resources limits its ability to address the deficiencies in its disclosure controls and procedures. However, due to the limited operations of the Company, the cost of remediation would outweigh the perceived benefits.
Changes in Internal Control over Financial Reporting
Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 1A. Risk Factors.
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. (Removed and Reserved).
Item 5. Other Information.
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Item 6. Exhibits.
Exhibit No.
Identification of Exhibit
31
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided Burkeley Priest, President, Treasurer and Director.
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Burkeley Priest, President, Secretary, Treasurer and Director.
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
Smartdata, Inc.
Date: February 17, 2011
By: /s/ Burkeley Priest
Burkeley Priest, CEO, CFO, Sole Director
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