CLStv Corp. - Quarter Report: 2009 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X] |
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE QUARTERLY PERIOD ENDED July 31, 2009 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 333-157360
PHARMACITY CORPORATION
(Exact name of registrant as specified in its charter))
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Nevada |
5912 |
98-0610431 |
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(State or other jurisdiction of organization) |
(Primary Standard Industrial Classification Code) |
(IRS Employer Identification #) |
Jivova Street 26/8a
Ternopil, Ukraine, 46001
Tel. 011380506081534(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Business Filings Incorporated
6100 Neil Road, Suite 500
Reno, Nevada 89511
(608) 827-5300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Check whether the
issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 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 last 90 days.
YES [X] NO [
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 4,404,000 as of September 14, 2009
FINANCIAL STATEMENTS
Pharmacity Corporation
July 31, 2009
Index
Balance Sheets (Unaudited)
F-1
Statements of Operations (Unaudited)
F-2
Statements of Cash Flows (Unaudited)
F-3
Statement of Changes in Stockholders’ Deficit (Unaudited)
F-4
Notes to the Unaudited Financial Statements
F-5
Pharmacity Corporation
(A Development Stage Company)
Balance Sheets
As of July 31, 2009 and January 31, 2009
(unaudited)
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July 31, 2009 |
January 31, 2009 | |
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ASSETS |
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Current Assets |
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Cash |
$ 19,212 |
$ - |
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Total Assets |
$ 19,212 |
$ - |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current Liabilities |
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Accounts payable |
$ 275 |
$ 275 |
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275 |
275 |
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Stockholders’ Equity (Deficit) |
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Common stock, 75,000,000 shares authorized, $.00001 par value, 4,404,000 and 2,000,000 shares issued and outstanding, respectively |
44 |
20 |
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Additional paid-in capital |
24,356 |
580 |
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Deficit accumulated during the development stage |
(5,463) |
(875) |
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Total Stockholders’ Equity (Deficit) |
18,937 |
(275) |
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Total Liabilities and Stockholders’ Equity (Deficit) |
$ 19,212 |
$ - |
See the accompanying summary of accounting policies and notes to the financial statements
F-1
Pharmacity Corporation
(A Development Stage Company)
Statements of Operations
For the Three and Six Months Ended July 31, 2009 and from
January 23, 2009 (Inception) Through July 31, 2009
(unaudited)
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For the three months ended |
For the six months ended |
January 23, 2009 (inception) through | |
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July 31, 2009 |
July 31, 2009 |
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July 31, 2009 |
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Operating Expenses |
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Consulting services |
$ 900 |
$ 1,800 |
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$ 2,100 |
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General and administrative |
129 |
988 |
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988 |
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Rent |
900 |
1,800 |
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2,100 |
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Legal and accounting |
- |
- |
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275 |
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Total Expenses |
1,929 |
4,588 |
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5,463 |
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Net Loss |
$ (1,929) |
$ (4,588) |
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$ (5,463) |
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Net Loss Per Common Share – Basic and Diluted |
$ (0.00) |
$ (0.00) |
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Weighted Average Number of Common Shares Outstanding |
4,404,000 |
3,793,039 |
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See the accompanying summary of accounting policies and notes to the financial statements
F-2
Pharmacity Corporation
(A Development Stage Company)
Statements of Cash Flows
For the Six Months Ended July 31, 2009 and from
January 23, 2009 (Inception) Through July 31, 2009
(unaudited)
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For the six months ended |
January 30, 2009 (inception) through |
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July 31, 2009 |
July 31, 2009 |
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Operating Activities |
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Net loss |
$ (4,588) |
$ (5,463) |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Donated consulting services and expenses |
3,600 |
4,200 |
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Changes in operating assets and liabilities |
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Increase in accounts payable |
- |
275 |
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Net Cash Used in Operating Activities |
(988) |
(988) |
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Financing Activities |
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Proceeds from the sale of common stock |
20,200 |
20,200 |
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Net Cash Provided by Financing Activities |
20,200 |
20,200 |
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Increase in Cash |
19,212 |
19,212 |
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Cash – Beginning of Period |
- |
– |
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Cash – End of Period |
$ 19,212 |
$ 19,212 |
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Supplemental Disclosures: |
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Interest paid |
– |
– |
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Income taxes paid |
– |
– |
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See the accompanying summary of accounting policies and notes to the financial statements
F-3
Pharmacity Corporation
(A Development Stage Company)
Statement of Changes in Stockholders’ Deficit
For the Period From January 23, 2009 (Inception) Through July 31, 2009
(unaudited)
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Additional |
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Common Stock |
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Paid-in |
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Accumulated |
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Shares |
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Amount |
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Capital |
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Deficit |
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Total |
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Balances at January 23, 2009 |
- |
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$ - |
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$ - |
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$ - |
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$ - |
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Issuance of founder’s shares |
2,000,000 |
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20 |
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(20) |
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- |
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- |
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Donated services |
- |
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- |
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600 |
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- |
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600 |
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Net loss |
– |
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- |
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- |
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(875) |
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(875) |
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Balances at January 31, 2009 |
2,000,000 |
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$20 |
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$ 580 |
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$ (875) |
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$ (275) |
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Sale of shares |
2,404,000 |
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24 |
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20,176 |
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– |
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20,200 |
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Donated services |
- |
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- |
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3,600 |
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– |
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3,600 |
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Net loss |
– |
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- |
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- |
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(4,588) |
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(4,588) |
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Balances at July 31, 2009 |
4,404,000 |
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$44 |
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$ 24,356 |
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$ (5,463) |
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$ 18,937 |
See the accompanying summary of accounting policies and notes to the financial statements
F-4
Pharmacity Corporation
Notes to the Financial Statements
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim financial statements of Pharmacity Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Pharmacity's audited 2009 annual financial statements and notes thereto filed with the SEC on form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the result of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in Pharmacity's 2009 annual financial statements have been omitted.
NOTE 2 - GOING CONCERN
These financial statements have been prepared on a going concern basis, which implies Pharmacity Corporation will continue to meet its obligations and continue its operations for the next fiscal year. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Pharmacity Corporation be unable to continue as a going concern. As of July 31, 2009 Pharmacity Corporation has not generated revenues and has accumulated losses of $5,463 since inception. The continuation of Pharmacity Corporation as a going concern is dependent upon the continued financial support from its shareholders, the ability of Pharmacity Corporation to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Pharmacity Corporation’ ability to continue as a going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS
During the six months ended July 31, 2009 the Company recognized a total of $1,800 due to directors for rent at $300 per month and $1,800 at $300 per month for consulting services provided by the President and Director of the Company. These transactions are recorded at the exchange amount which is the amount agreed to by the transacting parties.
NOTE 4 - COMMON STOCK
For the six months ended July 31, 2009, Pharmacity Corporation sold 2,404,000 common shares at $0.0084 per share, for proceeds of $20,200.
F-5
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
THIS 10-Q CONTAINS FORWARD-LOOKING STATEMENTS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH AS A RESULT OF GENERAL ECONOMIC CONDITIONS AND CHANGES IN THE ASSUMPTIONS USED IN MAKING SUCH FORWARD-LOOKING STATEMENTS. THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS SHOULD BE READ TOGETHER WITH THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND ACCOMPANYING NOTES AND THE OTHER FINANCIAL INFORMATION APPEARING ELSEWHERE IN THIS REPORT. THE ANALYSIS SET FORTH BELOW IS PROVIDED PURSUANT TO APPLICABLE SECURITIES AND EXCHANGE COMMISSION REGULATIONS AND IS NOT INTENDED TO SERVE AS A BASIS FOR PROJECTIONS OF FUTURE EVENTS. REFER ALSO TO "CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS" AND "RISK FACTORS" BELOW.
The following discussion and analysis provides information which management of Pharmacity Corporation (the "Company") believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report.
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This management's discussion and analysis or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company for the quarter ended January 31, 2008. Because of the nature of a relatively new and growing company the reported results will not necessarily reflect the future.
This section of the 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.
Plan of Operation
We are a start-up corporation and have not yet generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin our operations. In March 2009 we raised $20,200 in our public offering of common stock.
Our goal is to commence our operations. We intend to accomplish the foregoing through the following milestones:
1. We plan immediately to start marketing research of our business. We
believe it will be completed within 120 days and it will cost between
$1,000 to $3,000.
2. After completion of our marketing research, we will immediately begin
to develop our website. We believe that our website can be fully
operational within 90 days and it will cost between $2,000 and $4,000.
3. After our website is established, we intend to market our business to
potential customers or investors through our website and by personal contact
through Ms. Kravchuk, our president. We also intend to design and develop
our “Pharmacity Catalogue” which would advertise our product and our prices.
In the beginning of our business operations we plan to advertise our business on the local billboards.
Within 240 days after we complete our public offering, we should be in the position to establish our first retail pharmacy in Ternopil, Ukraine.
In summary, our website should be fully operational within 210 days and we should begin our operations in 240 days of completing our offering.
If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else.
Limited operating history; need for additional capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in development stage operations and have not yet generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.
In addition to this offering, we are seeking equity financing in order to obtain the capital required to implement our business plan.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available to us on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to our existing shareholders.
Results of operations
From Inception on January 23, 2009 to July 31, 2009
During this period we incorporated the company, hired an attorney and an auditor. We also prepared an internal business plan. Our loss since inception is $5,463 of which $275 is for legal and accounting fees, $2,100 is for rent, $2,100 is for consulting services, and $988 is for filing fees and general office expenses.
Since inception, we
have issued 2,000,000 shares of common stock to our sole officer and director.
During the quarter ended April 30, 2009, the company sold 2,404,000 shares of
common stock at a price of $0.0084 per share for cash proceeds of
$20,200.
Liquidity and capital resources
Money that we raised in our public offering will be applied to the items set forth in the Use of Proceeds section of our prospectus. If we are unable to successfully attract customers to utilize our electronics rental services, we may use up the proceeds from this offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to continue our operations. At present, we have not made any arrangements to raise additional capital, other than through this offering.
Since inception, we have issued 2,404,000 shares of our common stock and received $20,200.
We issued 2,000,000 shares of common stock to our sole officer and director pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1993. This was accounted for as an issuance of founder’s shares. Ms. Kravchuk covered our initial expenses of $275 for incorporation. The amount owed to Ms. Kravchuk is non-interest bearing, unsecured and due on demand. Further the agreement with Ms. Kravchuk is oral and there is no written document evidencing the agreement.
On March 18, 2009, the company sold 2,404,000 shares of common stock at a price of $0.0084 per share for cash proceeds of $20,200.
As of July 31, 2009, our total assets were $19,212 and our total liabilities were $275.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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 principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended January 31, 2009 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1A.
RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange 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
On March 05, 2009, the Securities and Exchange Commission declared our Form S-1 Registration Statement effective, file number 333-157360, permitting us to offer up to 2,000,000 shares of common stock at $0.05 per share. There is no underwriter involved in our public offering.
On March 23, 2009 we completed our public offering and raised $20,200 by selling 2,404,000 shares of common stock. Since then we have used the proceeds as follows:
General & Administrative $ 988
Bank balance as of July 31, 2009 19,212
TOTAL: $20,200
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ITEM 6.
EXHIBITS.
The following documents are included herein:
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Exhibit No. |
Document Description |
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31.1 |
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 14th day of September, 2009.
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PHARMACITY CORP. | |
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(Registrant) | |
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BY: |
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Iryna Kravchuk |
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President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer and sole member of the Board of Directors. |
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EXHIBIT INDEX
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Exhibit No. |
Document Description |
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31.1 |
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002. |
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