CLEANSPARK, INC. - Quarter Report: 2013 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

   X  .

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March  31, 2013.

or

       .

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from _______________________ to ___________________________

Commission File Number: 000-53498

Smartdata Corporation

(Exact name of registrant as specified in its charter)

Nevada	87-0449945
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

PO Box 1593, Moab, UT	84532
(Address of principal executive offices)	(Zip Code)

(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 (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 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   X  . No      .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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 Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes      . No      .

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of May 20, 2013: 950,687

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2013 and 2012 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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 September 30, 2012 audited financial statements. The results of operations for the period ended March 31, 2013 are not necessarily indicative of the operating results for the full year.

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Smartdata Corporation

[A Development Stage Company]

UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2013

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Smartdata Corporation

[A Development Stage Company]

CONTENTS

 

	PAGE
Unaudited Condensed Balance Sheets, March 31, 2013 and September 30, 2012	5
Unaudited Condensed Statements of Operations, for the three and six months ended March 31, 2013, and 2012, and for the period from Re-entering the Development Stage [October 1, 1991] through March 31, 2013	6
Unaudited Condensed Statements of Cash Flows, for the six months ended March 31, 2013, and 2012, and for the period from Re-entering the Development Stage [October 1, 1991] through March 31, 2013	7
Notes to Unaudited Condensed Financial Statements	8

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Smartdata Corporation

[A Development Stage Company]

UNAUDITED CONDENSED BALANCE SHEETS

 

Assets		March 31, 2013		September 30, 2012
Cash	$	796	$	413
Prepaid Expenses		1,227		1,409
Total Current Assets		2,023		1,822
Total Assets	$	2,023	$	1,822
Liabilities and Stockholders' Deficit
Liabilities
Current Liabilities
Accounts Payable	$	8,545	$	4,757
Convertible Promissory Note – Related Party		16,000		16,000
Payable to Shareholders		70,317		61,318
Total Current Liabilities		94,862		82,075
Total Liabilities		94,862		82,075
Stockholders' Deficit
Common Stock -100,000,000 shares authorized having a par value of $0.001 per share; 950,687 shares issued and outstanding, as of March 31, 2013 and September 30, 2012; respectively		951		951
Capital in Excess of par value		254,367		251,154
Deficit accumulated during the development stage		(348,157)		(332,358)
Total Stockholders' Deficit		(92,839)		(80,253)
Total Liabilities and Stockholders' Deficit	$	2,023	$	1,822

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 and Six Month Periods Ended March 31, 2013 and 2012 and

for the Period from Re-entering the Development Stage [October 1, 1991] through March 31, 2013

 

	For the Three Months Ended					For the Six Months Ended				For the Period from re-entering the development stage [October 1, 1991]
		March 31,		March 31,		March 31,		March 31,		Through Mar. 31,
		2013		2012		2013		2012		2013
Revenues	$	-	$	-	$	-	$	-	$	-
Operating Expenses
General and Administrative Expenses		4,410		2,736		12,586		7,547		336,295
Loss from Operations		(4,410)		(2,736)		(12,586)		(7,547)		(336,295)
Other Income (Expense)
Gain on Forgiveness of Debt		-		-		-		-		2,353
Interest Expense		(1,645)		(1,353)		(3,213)		(2,673)		(14,215)
Total Other Income (Expense)		(1,645)		(1,353)		(3,213)		(2,673)		(11,862)
Net Loss before income taxes		(6,055)		(4,089)		(15,799)		(10,220)		(348,157)
Income Taxes		-		-		-		-		-
Net Loss	$	(6,055)	$	(4,089)	$	(15,799)	$	(10,220)	$	(348,157)
Basic and Diluted Loss per share	$	(.01)	$	(.01)	$	(.02)	$	(.01)
Basic and diluted weighted average number of common shares outstanding	$	950,687	$	950,687	$	950,687	$	950,687

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 Six Month Periods Ended March 31, 2013 and 2012 and

for the Period from Re-entering the Development Stage [October 1, 1991] through March 31, 2013

		For the Six Months Ended				From Re-entering the Development Stage [October 1, 1991] through
		March 31,		March 31,		March 31,
		2013		2012		2013
Cash Flows From Operating Activities
Net Loss	$	(15,799)	$	(10,220)	$	(348,157)
Adjustments to reconcile Net Loss  to net cash used by operating activities
Gain on forgiveness of debt		-				(2,353)
Non-cash interest expense		3,213		2,523		13,655
Changes in assets and liabilities
Shares issued for services		-		-		22,450
Increase (decrease) in accounts payable		3,787		(3,413)		10,897
Decrease in Prepaid Expenses		182				(1,227)
Expenses Paid by Shareholder		1,000		10,000		81,381
Net Cash Used by Operating Activities		(7,617)		(1,110)		(223,354)
Cash Flows From Investing Activities
Net Cash From Investing Activities		-		-		-
Cash Flows From Financing Activities
Issuance of Notes Payable		8,000		1,000		24,150
Proceeds from issuances of common stock		-		-		200,000
Net Cash From Financing Activities		8,000		1,000		224,150
Net Increase (Decrease) in Cash		383		(110)		796
Beginning Cash Balance		413		208		-
Ending Cash Balance	$	796	$	98	$	796
Supplemental Disclosures
Interest paid	$	-	$	-	$	-
Income taxes paid	$	-	$	-	$	-
Supplemental Schedule of Noncash Investing and Financing Activities:
Common Stock issued for Debt	$	-	$	-	$	19,213

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, 2012. 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 March 31, 2013, the Company had received $86,317 in advances from certain officers of the Company under promissory notes. A balance of $86,317 is still outstanding on these notes and payables to shareholders. The notes bear no interest and are payable on demand.  Although the notes bear no interest, the Company imputed interest at a rate of 8% and during the six month periods ended March 31, 2013 and 2012, recognized $3,213 and $2,673, respectively, in interest expense with an increase to additional paid in capital for the same amount.

NOTE 4 - NEW ACCOUNTING STANDARDS

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date.  If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

NOTE 5 - EQUITY

Effective February 26, 2013, we filed a Certificate of Change to our Articles of Incorporation whereby our outstanding shares of common stock were reverse split on a basis of 1 for 39, while retaining our authorized shares at 100,000,000 and our par value at $0.001 per share, with appropriate adjustments being made in our additional paid in capital and stated capital accounts, and with all fractional shares being rounded up to the nearest whole share; no stockholder, computed on a per stock certificate of record basis, then owning 100 or more shares, was reduced to less than 100 shares; and no stockholder, then owning less than 100 shares, on the per stock certificate of record basis, was affected by the reverse split; and all fractional shares for rounding related to the reverse split were authorized to be issued by our Board of Directors.  These financial statements have been retroactively adjusted to take into account this reverse split.

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ITEM 2. PLAN OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENT NOTICE

This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate" or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

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.   

LIQUIDITY AND CAPITAL RESOURCES

The Company remains in the development stage and has experienced no significant change in liquidity or capital resources or stockholders' equity since inception. The Company's balance sheet as of March 31, 2013, reflects a total asset value of $2,023. The Company has little cash or line of credit, other than that which present management may agree to extend to or invest in the Company, nor does it expect to have one before a merger is effected. The Company will carry out its plan of business as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company may eventually acquire.

RESULTS OF OPERATIONS

We had no operations during the quarterly period ended March 31, 2013, nor do we have operations as of the date of this filing. General and administrative expenses were $12,586 for the March 31, 2013 period compared to $7,547 for the March 31, 2012 period. General and administrative expenses for the six months ended March 31, 2013, were comprised mainly of accounting and stock transfer fees. We had a net loss of $15,799 for the March 31, 2013 period compared to net loss of $10,220 for the March 31, 2012 period.

We had no operations during the quarterly period ended March 31, 2013, nor do we have operations as of the date of this filing. General and administrative expenses were $4,410 for the March 31, 2013 period compared to $2,736 for the March 31, 2012 period. General and administrative expenses for the three months ended March 31, 2013, were comprised mainly of accounting and stock transfer fees. We had a net loss of $6,055 for the March 31, 2013 period compared to net loss of $4,089 for the March 31, 2012 period.

For the current fiscal year, the Company anticipates incurring a loss as a result of legal and accounting expenses, and expenses associated with locating and evaluating acquisition candidates. The Company anticipates that until a business combination is completed with an acquisition candidate, it will not generate revenues, and may continue to operate at a loss after completing a business combination, depending upon the performance of the acquired business.

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NEED FOR ADDITIONAL FINANCING

Based upon current management's willingness to extend credit to the Company and/or invest in the Company until a business combination is completed, the Company believes that its available capital will be sufficient to meet the Company's cash needs required for the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended, and for the costs of accomplishing its goal of completing a business combination, for an indefinite period of time. Accordingly, in the event the Company is able to complete a business combination during this period, it anticipates that its available capital will be sufficient to allow it to accomplish the goal of completing a business combination. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow it to complete a business combination, and once a business combination is completed, the Company's needs for additional financing are likely to increase substantially. In addition, as current management is under no obligation to continue to extend credit to the Company and/or invest in the Company, there is no assurance that such credit or investment will continue or that it will continue to be sufficient for future periods.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required by smaller reporting companies.

ITEM 4T. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission ("SEC"), and that such information is accumulated and communicated to management, including the President and Secretary, to allow timely decisions regarding required disclosures. Under the supervision and with the participation of our management, including our President and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based upon that evaluation, our President and Secretary concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective, but the costs of remediation would place further strain on the Company’s limited access to capital.

(b) Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

No legal proceedings are threatened or pending against Smartdata Corporation, or any of our officers or directors. Further, none of our officers, directors or affiliates are parties against Smartdata Corporation, or have any material interests in actions that are adverse to our own.

ITEM 1A. RISK FACTORS

Smaller reporting companies are not required to provide the information required by 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.

A reverse split of our outstanding common stock on a basis of one share for thirty-nine shares (1 for 39) was adopted by the written consent of our sole director, Burkeley J. Priest, who is also our only executive officer, and the Munson Family Limited Partnership, who, collectively own 31,213,000 shares of our common stock or approximately 84% of our outstanding voting securities (the “Majority Stockholders”), effective January 17, 2013.  No other votes were required or necessary to adopt the Reverse Split.

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

*

The Exhibit attached to this Form 10-Q shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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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 Corporation

Date: May 20, 2013

By: /s/ Burkeley Priest                              

Burkeley Priest, President, CEO and CFO

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