FLYWHEEL ADVANCED TECHNOLOGY, INC. - Quarter Report: 2010 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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, 2010
OR
¨
|
TRANSACTION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period
from ___________________________ to ___________________________
Commission
file number: 333-167130
SAVVY BUSINESS SUPPORT,
INC.
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
New
Jersey
|
27-2473958
|
|
(State of Other Jurisdiction of Incorporation or
Organization)
|
(I.R.S. Employer Identification Number)
|
|
214
Broad Street
Red
Bank, NJ
|
07701
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(732)
530-9007
|
(Registrant’s
Telephone Number, Including Area
Code)
|
N/A
|
(Former
Name, Former Address and Former Fiscal Year, If Changed Since Last
Report)
|
Copies
to:
The
Sourlis Law Firm
Joseph
M. Patricola, Esq.
214
Broad Street
Red
Bank, New Jersey 07701
(732)
530-9007
www.SourlisLaw.com
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 ¨ No o
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. (Check one):
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 o
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.
As of
November 23, 2010, there were 5,050,000 shares of common stock outstanding and
no shares of preferred stock outstanding.
TABLE OF
CONTENTS
Page
|
|||||
PART
I – FINANCIAL INFORMATION
|
|||||
Item
1.
|
Financial
Statements
|
3 | |||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Plan
of Operations
|
9 | |||
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
16 | |||
Item
4T.
|
Controls
and Procedures
|
16 | |||
PART
II – OTHER INFORMATION
|
|||||
Item
1.
|
Legal
Proceedings
|
17 | |||
Item
1A.
|
Risk
Factors
|
17 | |||
Item
2.
|
Unregistered
Sale of Equity Securities and Use of Proceeds
|
17 | |||
Item
3.
|
Defaults
Upon Senior Securities
|
18 | |||
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
18 | |||
Item
5.
|
Other
Information
|
18 | |||
Item
6.
|
Exhibits
|
18 | |||
SIGNATURES
|
19 |
2
PART
I
Item 1. Financial
Statements.
SAVVY
BUSINESS SUPPORT, INC.
|
A
DEVELOPMENT STAGE COMPANY
|
BALANCE
SHEET
|
06/30/2010
|
||||
Unaudited
|
||||
ASSETS
|
||||
Current assets
|
||||
Cash
|
$ | 1,936 | ||
Total
assets
|
$ | 1,936 | ||
LIABILITIES AND STOCKHOLDERS’
EQUITY
|
||||
Current liabilities
|
||||
Accounts
payable
|
$ | 940 | ||
Due
to shareholder
|
624 | |||
Total
liabilities
|
1,564 | |||
Commitment
and contingencies
|
- | |||
Stockholders' equity
|
||||
Preferred
stock, $.0001 par value, authorized 10,000,000 shares, none
issued
|
||||
Common
stock, $.0001 par value, authorized 100,000,000 shares; 5,000,000
issued and outstanding
|
500 | |||
Additional
paid-in capital
|
4,500 | |||
Deficit
accumulated during the development stage
|
(4,628 | ) | ||
Total
stockholders' equity
|
372 | |||
Total
liabilities and stockholders' equity
|
$ | 1,936 |
The
financial information presented herein has been prepared by management without
audit by
independent
certified public accountants.
The
accompanying notes should be read in conjunction with the financial
statements
3
SAVVY
BUSINESS SUPPORT, INC.
|
A
DEVELOPMENT STAGE COMPANY
|
STATEMENT
OF OPERATIONS
|
For the period of
|
||||
April 30, 2010 (inception)
|
||||
to June 30, 2010
|
||||
Unaudited
|
||||
Net
sales
|
$ | - | ||
Cost
of sales
|
- | |||
Gross
profit
|
- | |||
General
and administrative expenses
|
50 | |||
Legal
and professional fees
|
4,578 | |||
Total
expenses
|
4,628 | |||
Income
(loss) from operations
|
(4,628 | ) | ||
Provision
for income taxes
|
- | |||
Net
(loss)
|
$ | (4,628 | ) | |
Weighted
average number of
|
||||
common
shares outstanding
|
||||
(basic
and fully diluted)
|
5,000,000 | |||
Basic
and diluted (loss) per common share
|
Nil
|
|||
Nil
= < $.01
|
The
financial information presented herein has been prepared by management without
audit by
independent
certified public accountants.
The
accompanying notes should be read in conjunction with the financial
statements
4
SAVVY
BUSINESS SUPPORT, INC.
|
A
DEVELOPMENT STAGE COMPANY
|
STATEMENT
OF CASH FLOWS
|
For the period of
|
||||
April 30, 2010 (inception)
|
||||
to June 30, 2010
|
||||
Unaudited
|
||||
Cash
flows from operating activities
|
||||
Net
(loss)
|
$ | (4,628 | ) | |
Adjustments
to reconcile net (loss) to net
|
||||
cash
used in operating activities:
|
||||
Increase
(decrease) in accounts payable
|
940 | |||
Net
cash (used in) operating activities
|
(3,688 | ) | ||
Cash
flows from investing activities
|
- | |||
Cash
flows from financing activities
|
||||
Proceeds
from issuance of common stock
|
5,000 | |||
Proceeds
from due to shareholder, net
|
624 | |||
Net
cash provided by financing activities
|
5,624 | |||
Net
increase in cash and cash equivalents
|
1,936 | |||
Cash
- beginning of period
|
- | |||
Cash
- end of period
|
$ | 1,936 | ||
Supplemental
disclosure of cash flow information:
|
||||
Taxes
paid
|
- | |||
Interest
paid
|
$ | - |
The
financial information presented herein has been prepared by management without
audit by
independent
certified public accountants.
The
accompanying notes should be read in conjunction with the financial
statements
5
SAVVY
BUSINESS SUPPORT, INC.
|
A
DEVELOPMENT STAGE COMPANY
|
NOTES
TO FINANCIAL STATEMENTS
|
June
30, 2010
|
NOTE
1 - Organization
Savvy
Business Support, Inc. (“the Company”) was incorporated in State of Nevada on
April 30, 2010.
The
Company is a development stage business consulting company with a principal
business of offering general business services/support to start-up companies,
small and medium business planning to expand, individuals, and other business
and organizations.
The
Company’s management has chosen September 30th for its
fiscal year end.
NOTE 2 – Summary of Significant Accounting
Policies
Basis of
Presentation
The
accompanying financial statements have been prepared in accordance with United
States generally accepted accounting principles (US GAAP) for interim financial
information and in accordance with professional standards promulgated by the
Public Company Accounting Oversight Board (PCAOB). They reflect all adjustments
which are, in the opinion of management, necessary for a fair presentation of
the financial position and operating results for the three months ended June 30,
2010, respectively along with the period April 30, 2010 (date of inception) to
June 30, 2010.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at
the date of the financial statements and the reported revenues and expenses
during the reporting periods. Because of the use of estimates inherent in the
financial reporting process, actual results may differ significantly from those
estimates.
Cash and Cash Equivalents
For
purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents. As of June 30, 2010, the Company maintained one bank account
with a financial institution located in New Jersey.
Fair Value of Financial
Instruments
The fair
value of cash and cash equivalents and accounts payable approximates the
carrying amount of these financial instruments due to their short
maturity.
Net Loss per Share
Calculation
Basic net
loss per common share ("EPS") is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding for the
period. Diluted earnings per shares is computed by dividing net
income by the weighted average shares outstanding, assuming all dilutive
potential common shares were issued.
Revenue
Recognition
For the
period April 30, 2010 (inception) to June 30, 2010, the Company did not realize
any revenue.
6
Income
Taxes
Income
taxes are provided for using the liability method of accounting. A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax
basis. Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effect of changes in tax laws and rates on the
date of enactment.
Recently Issued Accounting
Pronouncements
In June
2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168,
“The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles – a replacement of FASB Statement No.
162,” (“SFAS 168”). SFAS 168 establishes the FASB Accounting
Standards Codification (“Codification”) as the source of authoritative
generally accepted accounting principles (“GAAP”) for nongovernmental
entities. The Codification does not change GAAP. Instead, it takes
the thousands of individual pronouncements that currently comprise GAAP and
reorganizes them into approximately ninety accounting topics, and displays all
topics using a consistent structure. Contents in each topic are
further organized first by subtopic, then section and finally paragraph. The
paragraph level is the only level that contains substantive content. Citing
particular content in the Codification involves specifying the unique
numeric path to the content through the topic, subtopic, section and paragraph
structure. FASB suggests that all citations begin with “FASB ASC,” where ASC
stands for Accounting Standards Codification. Changes to the ASC
subsequent to June 30, 2009 are referred to as Accounting Standards Updates
(“ASU”).
In
conjunction with the issuance of SFAS 168, the FASB also issued its first
Accounting Standards Update No. 2009-1, “Topic 105 –Generally Accepted
Accounting Principles” (“ASU 2009-1”) which includes SFAS 168 in its entirety as
a transition to the ASC.
ASU
2009-1 is effective for interim and annual periods ending after September 15,
2009 and will not have an impact on the Company’s financial position or results
of operations but will change the referencing system for accounting
standards.
As of
June 30, 2010, all citations to the various SFAS’ have been eliminated and will
be replaced with FASB ASC as suggested by the FASB in future interim and annual
financial statements.
As of
June 30, 2010, the Company does not expect any of the recently issued accounting
pronouncements to have a material impact on its financial condition or results
of operations.
NOTE 3. – Related Party
Transactions
Office
Rent
As of
June 30, 2010, the Company operated out of the premises of The Sourlis Law Firm
offices, as agreed upon by Ms. Sourlis on a rent-free basis for administrative
purposes. There is no written agreement or other material terms or arrangements
relating to said arrangement.
For the
period April 30, 2010 (date of inception) to June 30, 2010, the rent expense was
zero.
NOTE
4 − Preferred Stock
As of
June 30, 2010, the Company is authorized to issue 10,000,000 shares of Preferred
Stock, par value of $0.0001 per share of which no preferred stock was issued and
outstanding.
NOTE
5 − Common Stock
As of
June 30, 2010, the Company is authorized to issue 100,000,000 shares of Common
Stock, par value of $0.0001 per share of which 5,000,000 shares of common stock
were issued and outstanding to the Company’s sole officer and director for total
consideration of $5,000.
7
NOTE
6 − Income Taxes
The
Company utilizes the asset and liability method for financial accounting and
reporting accounting of income taxes. Deferred tax assets and liabilities are
determined based on temporary differences between financial reporting and the
tax basis of assets and liabilities, and are measured by applying enacted rates
and laws to taxable years in which such differences are expected to be recovered
or settled. Any changes in tax rates or laws are recognized in the period when
such changes are enacted.
As of
June 30, 2010, the Company has $1,805 in gross deferred tax assets resulting
from net operating loss carry-forwards. A valuation allowance has been recorded
to fully offset these deferred tax assets because the Company’s management
believer future realization of the related income tax benefits is uncertain.
Accordingly, the net provision for income taxes is zero for the period April 30,
2009 (inception) to June 30, 2010. As of June 30, 2010, the Company
has federal net operating loss carry forwards of approximately $4,628 available
to offset future taxable income through 2029. The difference between
the tax provision at the statutory federal income tax rate on June 30, 2010
and the tax provision attributable to loss before income taxes is as
follows:
For the period
|
||||
April 30, 2010
|
||||
(inception) through
|
||||
June 30, 2010
|
||||
Statutory
federal income taxes
|
34.0 | % | ||
State
taxes, net of federal benefits
|
5.0 | % | ||
Valuation
allowance
|
-39.0 | % | ||
Income
tax rate
|
- |
NOTE
7 − Going Concern
As of
June 30, 2010, the accompanying financial statements have been presented on the
basis that it is a going concern in the development stage, which contemplates
the realization of assets and the satisfaction of liabilities in the normal
course of business.
For the
period from April 30, 2010 (inception) to June 30, 2010, the Company did
not maintain any operations and incurred losses of $4,628 consisting of
professional and SEC audit fees for the Company to maintain its SEC reporting
requirements.
The
ability of the Company to continue as a going concern is dependent upon its
ability to obtain financing and upon future operations from the development of
its planned business as well as to raise additional capital from the sale of
Common Stock and, ultimately, the achievement of significant operating revenues.
The accompanying financial statements do not include any adjustments that might
be required should the Company be unable to recover the value of its assets or
satisfy its liabilities.
NOTE
8 – Subsequent Events
Effective
August 12, 2010, the SEC declared the Form S-1 Registration Statement under the
Securities Act of 1933 effective wherein the Company is seeking to raise
$200,000 in the form of equity securities.
As of
November 15, 2010, the Company raised $5,000 from the sale of 50,000 common
shares of the Company’s stock through an initial public offering at $0.10 per
share.
As of
November 23, 2010, the date the interim financial statements were available to
be issued, there are no other subsequent events that are required to be recorded
or disclosed in the accompanying financial statements as of and for the period
ended June 30, 2010.
8
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
Forward-Looking
Statements
This
Report contains statements that we believe are, or may be considered to be,
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact included in this Report regarding the prospects of our industry
or our prospects, plans, financial position or business strategy, may constitute
forward-looking statements. In addition, forward-looking statements generally
can be identified by the use of forward-looking words such as “may,” “will,”
“expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,”
“plans,” “forecasts,” “continue” or “could” or the negatives of these terms or
variations of them or similar terms. Furthermore, such forward-looking
statements may be included in various filings that we make with the SEC or press
releases or oral statements made by or with the approval of one of our
authorized executive officers. Although we believe that the expectations
reflected in these forward-looking statements are reasonable, we cannot assure
you that these expectations will prove to be correct. These forward-looking
statements are subject to certain known and unknown risks and uncertainties, as
well as assumptions that could cause actual results to differ materially from
those reflected in these forward-looking statements. Readers are cautioned not
to place undue reliance on any forward-looking statements contained herein,
which reflect management’s opinions only as of the date hereof. Except as
required by law, we undertake no obligation to revise or publicly release the
results of any revision to any forward-looking statements. You are advised,
however, to consult any additional disclosures we make in our reports to the
SEC. All subsequent written and oral forward-looking statements attributable to
us or persons acting on our behalf are expressly qualified in their entirety by
the cautionary statements contained in this Report.
Business
Overview
General
Information about the Company
Savvy
Business Support, Inc. (the “Company” or “Savvy”) was incorporated in the State
of Nevada on April 30, 2010. The Company is offering general business
services/support to start-up companies, small and medium business planning to
expand, individuals, and other business and organizations. From the date of
formation, the Company commenced operations, discussing and offering its
business consulting services to prospective clients. Because we currently have
nominal operations and minimal assets, we are currently considered to be a shell
company under the Securities Exchange Act of 1934, as amended. Therefore, an
investment in our Company should be considered extremely risky, and an
investment suitable only for those who can afford to lose the entirety of their
investment.
We offer
comprehensive services tailored to the client’s desired goal and needs. The
documentation we intend to produce may be for a client’s internal use,
compliance reporting or documentation supporting a business opportunity. The
advantage we have over the competition is that we offer an all-encompassing
solution with emphasis on due diligence, competition analysis, strategy and
implementation, market analysis and wide-ranging pro-forma financial
projections.
Savvy
Business Support, Inc.’s operations to date have been devoted primarily to
start-up and development activities, which include the following:
|
1.
|
Formation
of the Company;
|
|
2.
|
Development
of the Savvy Business Support, Inc. business
plan;
|
|
3.
|
Initiated
working on sales and marketing
material;
|
|
4.
|
Conducted
due diligence and identified four major classifications of market
segmentation to target and adopted a focused marketing strategy. These
classifications include:
|
|
·
|
Individual
Entrepreneurs
|
|
·
|
Small
– Large Privately Held Companies
|
|
·
|
Small
to Large Publicly Traded
Corporations
|
|
·
|
Small
to Large Going Public Companies
|
9
Savvy
Business Support, Inc. anticipates sales to begin approximately within one year
following this Report. In order to generate revenues, Savvy Business Support,
Inc. must address the following areas:
|
1.
|
Finalize and implement our
marketing plan: In order to effectively market our services, the
Company has adopted a focused marketing strategy that it needs to finalize
and implement. This all encompassing strategy is broken down into four
major market segmentations. While client satisfaction is paramount and an
underscoring philosophy, the marketing strategy varies based on the size
of the targeted client.
|
|
2.
|
Promoting our services as
mutually beneficial: Referral relationships will be one key to our
success. One of our strategies is to offer our services to business where
their clients require services that are beyond their internal manpower.
Savvy will portray a professional image and complete the services
efficiently and cost effectively. Conducting business in this manner will
result in a positive reflection on our Company as well as the referring
client.
|
|
3.
|
Constantly monitor our
market: We plan to constantly monitor our targeted market
segmentations and adapt to consumers needs, wants and desires. To be
successful we plan to evolve and diversify or expand our scope of services
to satisfy our clients.
|
The
Company believes that raising $200,000 through the sale of
common equity will be sufficient for the Company to become operational and
sustain operations through the next twelve (12) months. We believe that the
recurring revenues from services performed will be sufficient to support ongoing
operations. Unfortunately, this can be no assurance that the actual expenses
incurred will not materially exceed our estimates or that cash flow from
services will be adequate to maintain our business. Our independent auditors
have expressed substantial doubt about our ability to continue as a going
concern in the independent auditors’ report to the financial statements included
in the Report, for the period April 30, 2010 (inception) to May 20,
2010.
Savvy
Business Support, Inc. currently has one officer and director. This individual
allocates time and personal resources to Savvy Business Support, Inc. on a
part-time.
As of the
date of this Report, Savvy Business Support, Inc. has 5,050,000 shares of
$0.0001 par value Common Stock issued and outstanding.
Savvy
Business Support, Inc. has administrative offices located at 214 Broad Street,
Red Bank NJ 07701. We use this office space free of charge from our sole
director and officer.
Savvy
Business Support, Inc.’s fiscal year end is September 30th.
Status
as a Shell Company
Because
we have nominal operations and minimal assets, we are considered to be a shell
company under the Securities Exchange Act of 1934, as amended. Because the
company is considered a shell company, the securities sold in previous offerings
can only be resold through registration under the Securities Act of 1933, as
amended (the “Securities Act”); Section 4(1) of the Securities Act, if
available, for non-affiliates; or by meeting the conditions of Rule 144(i) of
the Securities Act.
Therefore,
an investment in our Company should be considered extremely risky, and an
investment suitable only for those who can afford to lose the entirety of their
investment.
Rule
419
The
Company is not a “blank check company” as defined by Rule 419 of the Securities
Act of 1933, as amended (“Rule 419”), and therefore the Report need not comply
with the requirements of Rule 419.
Rule 419
defines a “blank check company” as a company that:
|
i.
|
Is
a development stage company that has no specific business plan or purpose
or has indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other entity or
person; and
|
|
ii.
|
Is
issuing "penny stock," as defined in Rule 3a51-1 under the Securities
Exchange Act of 1934.
|
10
The
Company has a very specific business purpose and a bona fide plan of operations.
Its business plan and purpose is to provide a broad range of business support
and consulting services, including specific business advice, and third party
service provider and financing referrals to entrepreneurs, small, medium and
large companies, including both privately held and publicly traded entities. The
Company offers comprehensive services tailored to each client’s desired goals
and needs. The Company offers an all-encompassing solution to every potential
client’s need with emphasis on due diligence, research on competitor analysis,
strategy and implementation, market analysis and wide-ranging pro-forma
financial projections. Due to the nature of the business, fees are generally
individually negotiated, billed on a case-by-case basis or as a monthly flat
rate fee.
As of the
date of this Report, the Company has not generated revenues, as it has only been
operating for a relatively short period of time. However, the Company is in
contact with and has been actively negotiating with potential clients. Upon the
receipt of adequate funding, the Company intends to implement a wider marketing
campaign in an effort to generate further business leads and expand its base of
clientele, and intends to hire personnel who can devote their efforts on a
fulltime basis. Lastly, the Company does not have any plans or intentions to
engage in a merger or acquisition with an unidentified company or companies or
other entity or person.
Organizational
History
We were
incorporated in State of Nevada on April 30, 2010. There are currently an
aggregate of 5,050,000 shares of the Company’s Common Stock issued and
outstanding. Because we currently have nominal operations and minimal assets, we
are currently considered to be a shell company as defined in Rule 12b-2 of the
Exchange Act, as amended.
The
Company is authorized to issue one hundred ten million (110,000,000) shares of
capital stock, one hundred million (100,000,000) shares of which are designated
as Common Stock, and ten million (10,000,000) shares of preferred stock, $0.0001
par value, which can be designated by the Board of Directors in one or more
classes with voting powers, full or limited, or no voting powers, and such
designations, preferences, limitations or restrictions without stockholder
approval.
Plan
of Operations
We will
provide the following consulting services to start-up companies for a flat
monthly fee or individually negotiated one-time fee:
|
·
|
General
Business Education and Advice for novice entrepreneurs including Q&A
sessions;
|
|
·
|
Business
plan writing;
|
|
·
|
Determination
of which type of entity would be best for the proposed
business;
|
|
·
|
Support
and assistance with the formation of the new business
entity;
|
|
·
|
Providing
corporate accounting and bookkeeping referrals; and
|
|
·
|
Support
for corporate structuring and
financing;
|
We will
provide the following consulting services to going public companies for a flat
monthly fee or individually negotiated one-time fee:
|
·
|
Provide
at least 3 Market Makers referrals* (complimentary
service);
|
|
■
|
We
will not be accepting any compensation for market maker referrals, and
this service will be complementary. Our role in referring clientele to
market makers will be solely introductory, in the form of a phone call or
email linking the two parties. After such introductions are made, we will
have no further direct dealings in such a context with the market
maker.
|
|
·
|
Education
- Explaining the role of the Market Makers, PCAOB auditors, transfer
agents and the like to our clients to enable them to make informed
decisions;
|
|
·
|
Provide
at least 3 PCAOB Auditors
referrals*;
|
|
·
|
Provide
at least 3 qualified/accredited individual and/or institutional investors
referrals*;
|
|
·
|
Support
and explanation of going
public;
|
|
·
|
Support
for corporate structuring and financing;
and
|
|
·
|
Support
for filing of Form 211 (Rule
15c2-11).
|
We will
provide the following consulting services to publicly traded companies for a
flat monthly fee or individually negotiated one-time fee:
|
·
|
As
required, provide at least 3 Market Makers referrals* (complimentary
service);
|
|
■
|
We
will not be accepting any compensation for market maker referrals, and
this service will be complementary. Our role in referring clientele to
market makers will be solely introductory, in the form of a phone call or
email linking the two parties. After such introductions are made, we will
have no further direct dealings in such a context with the market
maker.
|
11
|
·
|
Provide
at least 3 IR/PR Firms referrals*;
|
|
·
|
Provide
at least 3 qualified/accredited individual and/or institutional investors
referrals*;
|
|
·
|
Support
for SEC compliance;
|
|
·
|
Support
for Blue Sky compliance;
|
|
·
|
Provide
corporate accounting and PCAOB referrals*;
|
|
·
|
Support
for corporate structuring and
financing.
|
*Referrals
made by our Company to clients may involve certain conflicts of interest between
the Company, Ms. Sourlis individually, Ms. Sourlis’ law firm, and the client. We
will make every attempt to ensure that all known and possible conflicts of
interest are disclosed to each client upon making such referral and, if not
waived by the client, cease working with the client in one or more
capacities.
Our
Company believes that we have formulated a business model to succeed in a
downsizing corporate America and a turbulent economy. We have conducted the
necessary due diligence and we believe we tailored a multifaceted business model
to compete in the business services sector.
Fees
Revenues
will be derived from fees we will charge our clientele in the form of cash and
on a case-by-case basis. In certain favorable circumstances, we may negotiate
with the client and receive all or a portion of payment in the form of equity in
such client’s company. We intend to offer clients our comprehensive services for
a flat monthly fee, or on a project-by-project “à la carte” basis. At no time
will we charge any client for referrals of market makers.
At the
present time, we intend to charge clients a flat rate fee per month for
comprehensive services. The amount of the monthly fee will vary and may increase
based on the size and complexity of such client, the amount and skill of work
involved, and based on individual negotiations with a particular
client.
Fees for
clients who elect to retain our services on a project-by-project basis shall be
individually negotiated and will vary based on the size and complexity of such
client, the amount and skill of work involved, and with consideration to rates
being charged throughout the industry for similar services.
Our fee
structure is subject to current market conditions and is therefore subject to
change. However, at no point will the client be unaware of any rate
change.
In
certain situations, we may negotiate with our clients to receive all or a
portion of payment owed to us for services rendered in the form of equity in
that client’s company. Such determination will be made by our sole officer,
Virginia K. Sourlis. While we generally prefer to receive cash compensation, our
officer may believe that certain situations require the receipt of restricted
equity as compensation. Risks associated with receiving restricted equity
compensation include, but are not limited to, 1) problems of liquidity where no
market exists for such equity and therefore the Company cannot sell such equity
and realize cash; 2) the client goes out of business and such equity is rendered
worthless; 3) the equity is sold for less than the value of services provided by
us to the client.
We
believe that it is necessary to receive a limited amount of equity in order to
hedge the associated risks involved with such form of payment. However, any loss
we experience related to equity compensation could have a material effect on our
ability to become profitable, and in the long term, to continue as a going
concern.
Going
Concern
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As shown in the accompanying financial statements,
the Company has a negative current ratio and Company has incurred an accumulated
deficit of $4,628 for the period from April 30, 2010 (inception) to June 30,
2010. These conditions raise substantial doubt about the Company's ability to
continue as a going concern.
The
following table provides selected financial data about our company for the
period from the date of inception through June 30, 2010. For detailed financial
information, see the financial statements included in this
Report.
12
Balance Sheet
Data:
Cash
|
$ | 1,936 | ||
Total
assets
|
$ | 1,936 | ||
Total
liabilities
|
$ | 1,564 | ||
Shareholders’
equity
|
$ | 372 |
Other
than the shares offered by this Report, no other source of capital has been
identified or sought. If we experience a shortfall in operating capital,
our director has verbally agreed to advance the Company funds to complete the
registration process.
The
future of the Company is dependent upon its ability to obtain financing and upon
future profitable operations from the development of its planned
business. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. These financial statements do not
include any adjustments that might arise from this uncertainty.
The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
Proposed
Milestones to Implement Business Operations
The
following milestones are based on the estimates made by management. The working
capital requirements and the projected milestones are approximations and subject
to adjustments. Our sole Officer and Director, Virginia K. Sourlis, has
committed to personally fund our venture for an indefinite period of time to
facilitate our ability to attain the following operational
milestones.
The
funding of the Company by Ms. Sourlis will create a further liability to the
Company to be reflected on the Company’s financial statements. Ms. Sourlis’
commitment to personally fund the Company is not contractual and could cease at
any moment in her sole and absolute discretion.
If we
begin to generate profits, we will increase our marketing and sales activity
accordingly. We estimate generating initial revenues approximately within the
next six to twelve months. The costs associated with operating as a public
company are included in our budget. Management believes that the costs of
operating as a public company (as opposed to a private company) could have a
material negative impact on the company’s results of operations and liquidity
and could place a significant drain on capital resources. Management
will be responsible for the preparation of the required documents to keep the
costs to a minimum. We plan to complete our milestones as
follows:
0-
3 MONTHS
Management
will continue the word-of-mouth campaign with Individual Proprietors and
potential referral candidates. Marketing efforts will also consist of due
diligence on small to large private and going public companies. During this
timeframe, we plan to identify small to large private and going public companies
that could use our services. We plan to purchase a computer, programs, and
printer for $2,000 that is budgeted in the Office Equipment and Furniture line
item in the Use of Proceeds. We have budgeted $500 in Sales and Marketing to
secure a web domain and research and place an initial deposit with a web
designer. The Company has budgeted $2,000 for Sales and Marketing material
including brochures and flyers that we expect to finalized during this
timeframe. Our goal for this timeframe continues with initiating due diligence
to identify referral source persons and finalizing our short-list of contract
labor.
4-6
MONTHS
Savvy
plans to finalize the web site development at an additional cost of $500
budgeted in the Sales and Marketing line item. The Company plans to continue
with the direct marketing and word-of-mouth campaigns. In addition, we plan to
establish a direct marketing campaign to attract business small to large private
and going public companies. Most of the expenditures associated with these
efforts will amount to lunches, entertainment and related incidentals. We have
budgeted $1,800 in the Sales and Marketing line item to address the costs. We
have budgeted $3,000 in the Salaries/Contractors line item pay our
employees/contractors.
7-9
MONTHS
The
Company plans to further expand relationships with small to large private and
going public companies. By this stage of operations, we anticipate finding
additional potential revenue generating business services that we intend to
pursue. We have budgeted $5,000 for targeted and tailored marketing material and
related activities. During this period, the Company has budgeted $5,000 for the
salaries of employees and or contractors. Additional planned responsibilities
include initiating a two-year overall business plan.
13
10-12
MONTHS
By the
fourth quarter of operations, we expect to begin generating revenues through an
established base of clients to sustain operations. In the Salaries/Contractors
budget, we have budgeted $3,000 to pay for any administrative employee expenses
incurred as a result of performing duties for our clients. We have budgeted
$3,200 in the Sales and Marketing line item for expenses incurred tailoring any
marketing material to target opportunities and to cover any related expenses.
During this timeframe, we plan to analyze our past nine months of operations
including our web sites lead/revenue generating effectiveness. In addition, we
plan to evaluate our need to hire employees or use contract labor. This review
of our operations to date will allow the Company to make the necessary
adjustments and changes to further nurture the growth of the Company. In
addition, this review will provide valuable information for finalizing a
two-year overall business plan with emphasis on sales and marketing
Note:
The amounts allocated to each line item in the above milestones are subject to
change at the sole discretion of the Company’s management. Any line item amounts
not expended completely, as detailed in the Use of Proceeds, shall be held in
reserve as working capital and subject to reallocation to other line item
expenditures as required for ongoing operations.
Results
of Operations
As of
June 30, 2010, our cash on hand was $1,936.
As of
June 30, 2010, our total assets were $1,936.
As of
June 30, 2010, our total current liabilities were $1,564. Total current
liabilities are comprised of accounts payable (trade) of $940 and due to
shareholder of $624 as of June 30, 2010.
Total Stockholders’ Deficit.
Our stockholders’ deficit was $372 as of June 30, 2010.
Accounts Payable and Accrued
Expenses. As of June 30, 2010, the Company incurred $940 in accounts
payable. The accounts payable primarily consist of consulting fees, audit and
legal fees as an SEC reporting company and operating expenses.
Three
months Ended June 30, 2010
Revenues. We had no revenues
for the three months ended June 30, 2010. To date, we have not attained any
revenues.
Net Loss. We had a net loss
of $4,628 for the three months ended June 30, 2010. The net loss was primarily
due to incurred legal and professional fees.
Operating expenses. Our
operating expenses include website maintenance fees, general and administrative
expenses, legal and professional fees. Our total operating for the three months
ended June 30, 2010 was $4,628. This was primarily comprised of legal and
professional fees in the amount of $4,578.
Liquidity
and Capital Resources
At June
30, 2010, we had $1,936 in cash on hand and total liabilities of $1,564 and
there is substantial doubt as to our ability to continue as a going
concern.
To date,
our operations have been funded by our sole officer and director pursuant to a
verbal, non-binding agreement. Ms. Sourlis has agreed to personally fund the
Company’s overhead expenses, including legal, accounting, and operational
expenses until the Company can achieve revenues sufficient to sustain its
operational and regulatory requirements. The Company does not currently owe Ms.
Sourlis any money as of the date of this Report, as Ms. Sourlis’ monetary
funding to the Company as of the date hereof has not been categorized as loans
made to the Company, but as contributions for which she has received founders
stock. Future contributions by Ms. Sourlis to the Company, pursuant to the
verbal and non-binding agreement, will be reflected on the financial statements
of the Company as liabilities.
We
believe that we will start to generate revenue within the next 12 months and
that we will need at least $200,000 to sustain our operations during such
period.
As stated
above and throughout this Report, in certain situations, we may negotiate with
our clients to receive all or a portion of payment owed to us for services
rendered in the form of equity in that client’s company. Such determination will
be made by our sole officer, Virginia K. Sourlis. While we generally prefer to
receive cash compensation, our officer may believe that certain situations
require the receipt of restricted equity as compensation. Risks associated with
receiving restricted equity compensation include, but are not limited to, 1)
problems of liquidity where no market exists for such equity and therefore the
Company cannot sell such equity and realize cash; 2) the client goes out of
business and such equity is rendered worthless; 3) the equity is sold for less
than the value of services provided by us to the client.
14
We
believe that it is necessary to receive a limited amount of equity in order to
hedge the associated risks involved with such form of payment. However, any loss
we experience related to equity compensation could have a material effect on our
ability to generate revenues, become profitable, and to continue as a going
concern.
Off
–Balance Sheet Operations
The
Company does not have any off-balance sheet operations.
CRITICAL
ACCOUNTING POLICIES
The
accompanying financial statements have been prepared in accordance with United
States generally accepted accounting principles (US GAAP) for financial
information and in accordance with the Securities and Exchange Commission’s
Regulation S-X. They reflect all adjustments which are, in the opinion of the
Company’s management, necessary for a fair presentation of the financial
position and operating results as of and for the period April 30, 2010 (date of
inception) to June 30, 2010.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported revenues and expenses during the
reporting periods. Because of the use of estimates inherent in the financial
reporting process, actual results may differ significantly from those
estimates.
Cash and Cash
Equivalents
For
purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents. As of June 30, 2010, the Company maintained one bank account
with a financial institution located in New Jersey with a balance of
$1,936.
Fair Value of Financial
Instruments
The fair
value of cash and cash equivalents and accounts payable approximates the
carrying amount of these financial instruments due to their short
maturity.
Net Loss per Share
Calculation
Basic net
loss per common share ("EPS") is computed by dividing income (loss) available to
common stockholders by the weighted-average number of common shares outstanding
for the period. Diluted earnings per shares is computed by
dividing net income (loss) by the weighted average shares
outstanding, assuming all dilutive potential common shares were
issued.
Revenue
Recognition
For the
period April 30, 2010 (inception) to June 30, 2010, the Company did not realize
any revenue
Income
Taxes
Income
taxes are provided for using the liability method of accounting. A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax basis.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effect of changes in tax laws and rates on the date of
enactment.
Recently Issued Accounting
Pronouncements
In June
2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168,
“The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles – a replacement of FASB Statement No.
162,” (“SFAS 168”). SFAS 168 establishes the FASB Accounting
Standards Codification (“Codification”) as the source of authoritative
generally accepted accounting principles (“GAAP”) for nongovernmental
entities. The Codification does not change GAAP. Instead, it takes
the thousands of individual pronouncements that currently comprise GAAP and
reorganizes them into approximately ninety accounting topics, and displays all
topics using a consistent structure. Contents in each topic are
further organized first by subtopic, then section and finally paragraph. The
paragraph level is the only level that contains substantive content. Citing
particular content in the Codification involves specifying the unique
numeric path to the content through the topic, subtopic, section and paragraph
structure. FASB suggests that all citations begin with “FASB ASC,” where ASC
stands for Accounting Standards Codification. Changes to the ASC
subsequent to June 30, 2009 are referred to as Accounting Standards Updates
(“ASU”).
15
In
conjunction with the issuance of SFAS 168, the FASB also issued its first
Accounting Standards Update No. 2009-1, “Topic 105 –Generally Accepted
Accounting Principles” (“ASU 2009-1”) which includes SFAS 168 in its entirety as
a transition to the ASC.
ASU
2009-1 is effective for interim and annual periods ending after September 15,
2009 and will not have an impact on the Company’s financial position or results
of operations but will change the referencing system for accounting
standards.
As of
June 30, 2010, all citations to the various SFAS’ have been eliminated and will
be replaced with FASB ASC as suggested by the FASB in future interim and annual
financial statements.
As of
June 30, 2010, the Company does not expect any of the recently issued accounting
pronouncements to have a material impact on its financial condition or results
of operations.
CONTRACTUAL
OBLIGATIONS AS OF June 30, 2010
There are
no contractual obligations on the Company’s Balance sheet as of June 30,
2010.
Payment due by period
|
||||||||||||||||||||
Contractual Obligations
|
Total
|
Less than 1
Year
|
1-3 Years
|
3-5 Years
|
More than 5
Years
|
|||||||||||||||
Long-Term
Debt Obligations
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||||
Capital
Lease Obligations
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||||
Operating
Lease Obligations
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||||
Purchase
Obligations
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||||
Other
Long-Term Liabilities Reflected on the Registrant’s Balance Sheet under
GAAP
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||||
Total
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
Item 3. Quantitative and Qualitative
Disclosures about Market Risk
N/A.
Item
4T. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures.
In
accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required
to perform an evaluation under the supervision and with the participation of the
Company’s management, including the Company’s principal executive officer and
principal financial officer, of the effectiveness of the design and operation of
the Company’s disclosure controls and procedures as of the end of the
period.
Based
upon that evaluation, our Management has concluded that, as of June 30, 2010,
our disclosure controls and procedures were not
effective in timely alerting management to the material information relating to
us required to be included in our periodic filings with the SEC.
Our
Principal Executive Officer and Principal Financial Officer have concluded that
our disclosure controls and procedures had the following material
weaknesses:
·
|
We were unable
to maintain any segregation of duties within our financial operations due
to our reliance on limited personnel in the finance function. While this
control deficiency did not result in any audit adjustments to 2010 interim
or annual financial statements, it could have resulted in a material
misstatement that might have been prevented or detected by a segregation
of duties.
|
|
·
|
The Company lacks sufficient
resources to perform the internal audit function and does not have an
Audit Committee;
|
|
·
|
We do not have an independent
Board of Directors, nor do we have a board member designated as an
independent financial expert for the Company. The Board of Directors is
comprised of one (1) member of management. As a result, there may be lack
of independent oversight of the management team, lack of independent
review of our operating and financial results, and lack of independent
review of disclosures made by the Company;
and
|
16
|
·
|
Documentation of all proper
accounting procedures is not yet
complete.
|
To the
extent reasonably possible given our limited resources, we intend to take
measures to cure the aforementioned material weaknesses, including, but not
limited to, the following:
|
·
|
Considering the engagement of
consultants to assist in ensuring that accounting policies and procedures
are consistent across the organization and that we have adequate control
over financial statement
disclosures;
|
|
·
|
Hiring additional qualified
financial personnel including a Chief Financial Officer on a full-time
basis;
|
|
·
|
Expanding our current board of
directors to include additional independent individuals willing to perform
directorial functions; and
|
|
·
|
Increasing our workforce in
preparation for exiting the development stage and commencing revenue
producing operations.
|
Since the
recited remedial actions will require that we hire or engage additional
personnel, these material weaknesses may not be overcome in the near term due to
our limited financial resources. Until such remedial actions can be realized, we
will continue to rely on the advice of outside professionals and
consultants.
We
anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2011, subject to our ability to obtain sufficient
future financing and subject to our ability to produce revenue in the short
term.
Changes
in Internal Controls.
No change
in our internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended
June 30, 2010 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
PART
II
OTHER
INFORMATION
Item
1. Legal Proceedings.
Our sole
officer and director, Virginia Sourlis, has been in a legal dispute with the
Pink OTC Markets, Inc., a private company that is not a regulatory organization
or tribunal. The dispute stems from the Pink OTC Markets unilateral decision to
place Ms. Sourlis’ name on a list of attorneys from whom only the Pink OTC
Markets would no longer accept Ms. Sourlis’ legal opinions. Ms. Sourlis is a
corporate and securities attorney with over 18 years of experience, a retired
FINRA Arbitration Chairperson, and is in good standing with all regulatory
organizations, including, but not limited to, the SEC, FINRA and the bar
association. Ms. Sourlis believes that the Pink OTC Markets decision is without
merit. The Pink OTC Markets has agreed that Ms. Sourlis’ name will be removed
from the list in March, 2011. As a matter of internal procedure by the Pink OTC
Markets, the removal of attorney names on the Pink OTC Markets Prohibited
Attorney List is done automatically after a period of five years, with no
determination ever being made regarding any conduct of such attorney. Until Ms.
Sourlis’ name is removed from the list, the placement of Ms. Sourlis’ name on
the Pink OTC Market’s website could potentially have a perceived negative impact
on the Company’s ability to retain clientele who plan to quote their securities
on the Pink Sheets.
Other
than the above-mentioned, none of the executive officers of the Company (i) has
been involved as a general partner or executive officer of any business which
has filed a bankruptcy petition; (ii) has been convicted in any criminal
proceeding nor is subject to any pending criminal proceeding; (iii) has been
subjected to any order, judgment or decree of any court permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; and (iv) has been
found by a court, the United States Securities and Exchange Commission or the
Commodities Futures Trading Commission to have violated a federal or state
securities or commodities law.
Item
1A. Risk Factors.
N/A.
Item
2. Unregistered Sale of Equity Securities and Use of Proceeds.
On April
30, 2010, the Registrant issued a total of 5,000,000 shares of Common Stock to
Virginia K. Sourlis, the sole officer and director of the Registrant, for
aggregate cash consideration of $5,000. The Registrant sold these shares of
Common Stock under the exemption from registration provided by Section 4(2) of
the Securities Act.
17
The
purchaser represented in writing that it acquired the securities for its own
account. A legend was placed on the stock certificate stating that the
securities have not been registered under the Securities Act and cannot be sold
or otherwise transferred without an effective registration or an exemption
therefrom, but may not be sold pursuant to the exemptions provided by Section
4(1) of the Securities Act or Rule 144 under the Securities Act.
As of
November 15, 2010, the Company raised $5,000 from the sale of 50,000 common
shares of the Company’s stock through an initial public offering at $0.10 per
share.
Item
3. Defaults Upon Senior Securities.
N/A.
Item
4. Submission of Matters to a Vote of Security Holders.
N/A.
Item
5. Other Information.
N/A.
Item
6. Exhibits.
Index to
Exhibits
Exhibit
|
Description
|
|
31.1
|
Certification
of the Company’s Principal Executive Officer pursuant to 15d-15(e), under
the Securities and Exchange Act of 1934, as amended, with respect to
the registrant’s Quarterly Report on Form 10-Q for the quarter ended June
30, 2010.
|
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (Principal Executive
Officer).
|
18
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, there unto duly
authorized.
Date:
November 23, 2010
|
By: /s/ VIRGINIA K.
SOURLIS
|
|
Name:
Virginia K. Sourlis
Title:
President and Director
(Principal
Executive Officer,
Principal
Financial Officer
and
Principal Accounting
Officer)
|
19