Annual Statements Open main menu

CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. - Quarter Report: 2009 June (Form 10-Q)

10Q

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 June 30, 2009.


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: 000-53500


JOLLEY MARKETING, INC.

(Exact name of registrant as specified in its charter)


Nevada

87-0622284

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

374 East 400 South, Suite 3, Springville, Utah

84663

(Address of principal executive offices)

(Zip Code)

 

 

(801) 489-4802

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  X . Yes      . 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      . 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      . 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).  X . Yes      . No


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of August 3, 2009: 18,113,750




JOLLEY MARKETING, INC.

FORM 10-Q

JUNE 30, 2009


INDEX


 

 

Page

PART I.

FINANCIAL INFORMATION

 

 

 

 

 

Item 1. Financial Statements

3

 

 

 

 

Unaudited Condensed Balance Sheets – June 30, 2009 and December 31, 2008

5

 

 

 

 

Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2009 and 2008

6

 

 

 

 

Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2009 and 2008

7

 

 

 

 

Notes to Unaudited Condensed Financial Statements

8

 

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

9

 

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

9

 

 

 

 

Item 4T. Controls and procedures

10

 

 

 

PART II.

OTHER INFORMATION*

 

 

 

 

 

Item 6. Exhibits

10

 

 

 

Signatures

11


*Inapplicable items have been omitted




2



PART I—FINANCIAL INFORMATION


Item 1. Financial Statements

 








JOLLEY MARKETING, INC.


UNAUDITED CONDENSED FINANCIAL STATEMENTS


JUNE 30, 2009













3



JOLLEY MARKETING, INC.


UNAUDITED CONDENSED FINANCIAL STATEMENTS


CONTENTS



 

 

PAGE

 

 

 

--

Unaudited Condensed Balance Sheets at June 30, 2009

 

 

and December 31, 2008

5

 

 

 

--

Unaudited Condensed Statements of Operations, for the three

 

 

and six months ended June 30, 2009 and 2008

6

 

 

 

--

Unaudited Condensed Statements of Cash Flows,

 

 

for the six months ended June 30, 2009 and 2008

7

 

 

 

--

Notes to Unaudited Condensed Financial Statements

8



4



JOLLEY MARKETING, INC.


UNAUDITED CONDENSED BALANCE SHEETS


 

 

June 30,

 

December 31,

 

 

2009

 

2008

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

Cash

$

765

$

317

Prepaid expense

 

-

 

1,185

Total Current Assets

 

765

 

1,502

 

 

 

 

 

Total Assets

$

765

$

1,502

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

Accounts payable

$

2,760

$

745

Notes payable and accrued interest – related party

 

16,180

 

-

Total Current Liabilities

 

18,940

 

745

 

 

 

 

 

STOCKHOLDERS' EQUITY:

 

 

 

 

Preferred stock, $0.001 par value,

 

 

 

 

10,000,000 shares authorized,

 

 

 

 

no shares issued and outstanding

 

-

 

-

Common stock, $0.001 par value,

 

 

 

 

200,000,000 shares authorized,

 

 

 

 

18,113,750 and 18,113,750 shares

 

 

 

 

issued and outstanding, respectively

 

18,114

 

18,114

Capital in excess of par value

 

154,181

 

154,181

Retained Earnings (Deficit)

 

(190,470)

 

(171,538)

 

 

 

 

 

Total Stockholders' Equity

 

(18,175)

 

757

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

$

765

$

1,502


Note: The balance sheet at December 31, 2008 was taken from the audited financial statements at that date and condensed.


The accompanying notes are an integral part of these financial statements.



5



JOLLEY MARKETING, INC.


UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


 

 

For the Three

 

For the Six

 

 

Months Ended

 

Months Ended

 

 

June 30,

 

June 30,

 

 

2009

 

2008

 

2009

 

2008

REVENUE

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

Professional fees

 

8,980

 

10,983

 

18,682

 

15,915

Other general and administrative

 

70

 

433

 

70

 

690

Total Operating Expenses

 

9,050

 

11,416

 

18,752

 

16,605

 

 

 

 

 

 

 

 

 

LOSS BEFORE OTHER INCOME (EXPENSE)

 

(9,050)

 

(11,416)

 

(18,752)

 

(16,605)

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

Interest expense – related party

 

(180)

 

-

 

(180)

 

-

Interest income – related party

 

-

 

172

 

-

 

345

Total Other Income (Expense)

 

(180)

 

172

 

(180)

 

345

 

 

 

 

 

 

 

 

 

LOSS FROM CONTINUING

 

 

 

 

 

 

 

 

OPERATIONS BEFORE INCOME TAXES

 

(9,230)

 

(11,244)

 

(18,932)

 

(16,260)

 

 

 

 

 

 

 

 

 

CURRENT INCOME TAX BENEFIT (EXPENSE)

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

DEFERRED INCOME TAX BENEFIT (EXPENSE)

 

-

 

-

 

-

 

-

LOSS FROM CONTINUING OPERATIONS

 

(9,230)

 

(11,244)

 

(18,932)

 

(16,260)

 

 

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS:

 

 

 

 

 

 

 

 

Income (loss) from operations of discontinued lighting supplies business

 

-

 

(641)

 

-

 

(1,364)

Income tax benefit (expense)

 

-

 

-

 

-

 

-

INCOME (LOSS) FROM DISCONTINUED

 

 

 

 

 

 

 

 

OPERATIONS

 

-

 

(641)

 

-

 

(1,364)

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

$

(9,230)

$

(11,885)

$

(18,932)

$

(17,624)

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED INCOME (LOSS) PER

 

 

 

 

 

 

 

 

COMMON SHARE:

 

 

 

 

 

 

 

 

Continuing operations

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

Discontinued operations

 

-

 

(0.00)

 

-

 

(0.00)

Net income (loss) per common share

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF

 

 

 

 

 

 

 

 

SHARES OUTSTANDING

 

18,113,750

 

16,913,750

 

18,113,750

 

16,913,750


The accompanying notes are an integral part of these financial statements.



6



JOLLEY MARKETING, INC.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


 

 

For the Six

 

For the Six

 

 

Months Ended

 

Months Ended

 

 

June 30,

 

June 30,

 

 

2009

 

2008

Cash Flows From Operating Activities:

 

 

 

 

Net loss

$

(18,932)

$

(17,624)

Adjustments to reconcile net loss to net

 

 

 

 

cash used by operating activities:

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

(Increase) decrease in prepaid expense

 

1,185

 

5,193

(Increase) decrease in related party accrued interest receivable

 

-

 

(345)

Increase (decrease) in accrued interest – related party

 

180

 

-

Increase (decrease) in accounts payable

 

2,015

 

2,294

 

 

 

 

 

Net Cash Used by

 

 

 

 

Operating Activities

 

(15,552)

 

(10,482)

 

 

 

 

 

Cash Flows From Investing Activities

 

-

 

-

 

 

 

 

 

Net Cash Provided (Used) by

 

 

 

 

Investing Activities

 

-

 

-

 

 

 

 

 

Cash Flows From Financing Activities:

 

 

 

 

Proceeds from issuance of notes payable – related party

 

16,000

 

-

Stock offering costs

 

-

 

(2,215)

 

 

 

 

 

Net Cash Provided (Used) by Financing Activities

 

16,000

 

(2,215)

 

 

 

 

 

Net Increase (Decrease) in Cash

 

448

 

(12,697)

 

 

 

 

 

Cash at Beginning of Period

 

317

 

21,768

 

 

 

 

 

Cash at End of Period

$

765

$

9,071

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

Cash paid during the period for:

 

 

 

 

Interest

$

-

$

-

Income taxes

$

-

$

-


Supplemental Schedule of Non-cash Investing and Financing Activities:


For the six months ended June 30, 2009:


None


For the six months ended June 30, 2008:


None


The accompanying notes are an integral part of these financial statements.



7



JOLLEY MARKETING, INC.


NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2009 and 2008 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 December 31, 2008 audited financial statements in the Company’s 2008 annual report on Form 10-K. The results of operations for the periods ended June 30, 2009 and 2008 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, during the six months ended June 30, 2009, the Company incurred a net loss of $18,932, had negative cash flows from operating activities, had current liabilities in excess of current assets, and had 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 proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.


NOTE 3 - DISCONTINUED OPERATIONS


During the six months ended June 30, 2009 and 2008, the revenues from the discontinued operations were $0 and $2,457, respectively, and the pretax income (loss) was $0 and $(1,364), respectively.


NOTE 4 - RELATED PARTY TRANSACTIONS


Accounts Payable - At December 31, 2008, the Company owed an entity owned by an officer/stockholder of the Company $171, which was paid in March 2009.


Notes Payable – During April, May, and June an entity owned by an officer/shareholder of the Company loaned a total of $16,000 to the Company. The notes are due on demand and bear interest at 8% per annum. During the six months ended June 30, 2009 and 2008, the Company accrued interest expense of $180 and $0, respectively, on the notes.


NOTE 5 - INCOME TAXES


The Company has available at June 30, 2009, net operating loss carryforwards of approximately $76,800 which may be applied against future taxable income and which expire in 2027, 2028 and 2029. The net deferred tax assets are approximately $11,520 and $8,690 as of June 30, 2009 and December 31, 2008, respectively, with an offsetting valuation allowance of the same amount. The change in the valuation allowance for the six-month period ended June 30, 2009 is approximately $2,830.


NOTE 6 - SUBSEQUENT EVENTS


In July 2009, the Company received a loan of $2,500 from an entity owned by an officer/shareholder of the Company. The note payable is due on demand and bears interest at 8% per annum. The Company has evaluated subsequent events from June 30, 2009 and 2008 through the date those financial statements were issued on August 6, 2009. The Company evaluated subsequent events from the December 31, 2008 comparative balance sheet date through the date those financial statements were issued on May 14, 2009.



8



Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations


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.


Overview


General


Jolley Marketing, Inc. was incorporated on December 3, 1998, in the State of Nevada. Our company has assets of nominal value and we have generated no revenue since June 2008. We are a “shell company” as defined pursuant to Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”). We intend to seek to acquire the assets or voting securities of one or more other companies that are actively engaged in a business that generates revenues in exchange for securities of our company, or to be acquired by such a company. We have not identified a particular acquisition target or entered into any negotiations regarding any acquisition.


Our company currently intends to remain a shell company until a merger or acquisition is consummated. We currently anticipate that our company’s cash requirements will be minimal until we complete such a merger or acquisition and that our sole director and officer, or his affiliates, will provide the financing that may be required for our limited operations prior to completing such a transaction. We currently have no employees. Our sole director and officer has agreed to allocate a portion of his time to the activities of our company, without cash compensation. He anticipates that we can implement our business plan by devoting a portion of his available time to our business affairs.


Six Month Periods Ended June 30, 2009 and 2008


Revenue


Our revenues for the six months ended June 30, 2009 and 2008, were $0 and $2,457, respectively. However, in June 2008, the Board of Directors approved discontinuing the lighting business operations and we do not anticipate generating any revenue until we acquire or are acquired by an operating entity. The decision to discontinue operations was based upon consideration of increasing competition in the industry, dwindling sales, and elevated costs associated with generating sales.


Operating Expenses


For the six months ended June 30, 2009, operating expenses were $18,752, consisting of $18,682 in professional fees for services performed during the period and $70 in other general and administrative expenses. For the six months ended June 30, 2008, operating expenses were $16,605, consisting of $690 in other general and administrative expenses and $15,915 in professional fees for services performed during the period.

 

Net Loss


Our net loss for the six months ended June 30, 2009 and 2008 was $18,932 and $17,624, respectively, which resulted in a net loss per share of $0.00 for each period.


Item 3.

Quantitative and Qualitative Disclosures About Market Risk


Not required by smaller reporting companies.



9



Item 4T.

Controls and Procedures


Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our president and our chief financial officer, carried out an evaluation of the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the "Evaluation Date"). Based upon that evaluation, our president and our chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to our management, including our president and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.


Changes in Internal Control Over Financial Reporting. There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II – OTHER INFORMATION


Item 6.

Exhibits


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


SEC Ref. No.

Title of Document

Location

 

 

 

31

Certification of the Principal Executive Officer/ Principal

Attached

 

Financial Officer pursuant to Section 302 of the Sarbanes

 

 

-Oxley Act of 2002

 

 

 

 

32

Certification of Chief Executive Officer and Chief Financial

Attached

 

Officer pursuant to section 906 of the Sarbanes-Oxley Act

 

 

of 2002

 




10




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this 10-Q report to be signed on its behalf by the undersigned thereunto duly authorized.


JOLLEY MARKETING, INC.

(Registrant)




Date: August 6, 2009

/s/ Steven L. White         

Chief Executive Officer

Chief Financial Officer




11