GSRX INDUSTRIES INC. - Quarter Report: 2010 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the
Quarter ended June 30, 2010
Commission
File Number: 333-141929
CYBERSPACE VITA,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
14-1982491
|
|
(State of organization)
|
(I.R.S. Employer Identification No.)
|
122 Ocean
Park Blvd.
Suite
307
Santa
Monica, California 90405
(Address
of principal executive offices)
(310)
396-1691
Registrant’s
telephone number, including area code
Former
address if changed since last report
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 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 and 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 ¨
(Do
not check if a smaller
reporting
company)
|
Smaller
Reporting Company þ
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes x No
¨
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock $.001 par value
There
were 247,550 shares of common stock outstanding as of July 13,
2010.
TABLE
OF CONTENTS
PART
I - FINANCIAL INFORMATION
|
||
3 | ||
ITEM
1.
|
INTERIM
FINANCIAL STATEMENTS
|
11 |
ITEM
2.
|
MANAGEMENT'S
DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
|
13 |
ITEM
3
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
13 |
ITEM
4A(T).
|
CONTROLS
AND PROCEDURES
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13 |
13 | ||
PART
II - OTHER INFORMATION
|
||
ITEM
1.
|
LEGAL
PROCEEDINGS
|
13 |
ITEM
1A
|
RISK
FACTORS
|
13 |
ITEM
2.
|
UNREGISTERED
SALES OF EQUITY SECURITIES
|
13 |
ITEM
3.
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DEFAULTS
UPON SENIOR SECURITIES
|
13 |
ITEM
4.
|
(REMOVED
AND RESERVED)
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13 |
ITEM
5.
|
OTHER
INFORMATION
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13 |
ITEM
6.
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EXHIBITS
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14 |
SIGNATURES
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15 |
2
PART
I – FINANCIAL INFORMATION
ITEM
1. INTERIM FINANCIAL STATEMENTS
CYBERSPACE
VITA, INC.
(A
Development Stage Company)
Balance
Sheets
As of
June 30,
2010
|
As of
December
31,
2009
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|||||||
(Unaudited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
|
$ | - | $ | - | ||||
TOTAL
ASSETS
|
$ | - | $ | - | ||||
LIABILITIES
& STOCKHOLDERS' DEFICIT
|
||||||||
Current
Liabilities
|
||||||||
Accrued
interest
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$ | 6,710 | $ | 3,740 | ||||
Loans
due to shareholders
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121,544 | 90,451 | ||||||
Total
current liabilities
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128,254 | 94,191 | ||||||
TOTAL
LIABILITIES
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128,254 | 94,191 | ||||||
Stockholders' Deficit
|
||||||||
Preferred
stock, ($.001 par value, 10,000,000 shares authorized; none
issued and outstanding)
|
- | - | ||||||
Common
stock, ($.001 par value, 100,000,000 shares authorized; 247,550 shares
outstanding as of June 30, 2010 and December 31, 2009)
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248 | 248 | ||||||
Additional
paid-in capital
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44,030 | 44,030 | ||||||
Deficit
accumulated during development stage
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(172,532 | ) | (138,469 | ) | ||||
Total
stockholders' deficit
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(128,254 | ) | (94,191 | ) | ||||
TOTAL
LIABILITIES & STOCKHOLDERS' DEFICIT
|
$ | - | $ | - |
See
accompanying notes to financial statements.
3
CYBERSPACE
VITA, INC.
(A
Development Stage Company)
Statements
of Operations
(Unaudited)
Three Months
Ended
June 30,
2010
|
Three Months
Ended
June 30,
2009
|
Six Months
Ended
June 30,
2010
|
Six Months
Ended
June 30,
2009
|
Inception
(Nov. 7, 2006)
through
June 30,
2010
|
||||||||||||||||
Revenues
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Operating
expenses
|
||||||||||||||||||||
Professional
fees
|
12,305 | 12,500 | 30,793 | 29,515 | 131,800 | |||||||||||||||
General
and administrative
|
150 | 405 | 300 | 820 | 34,023 | |||||||||||||||
Operating
loss
|
12,455 | 12,905 | 31,093 | 30,335 | 165,823 | |||||||||||||||
Other
expenses
|
||||||||||||||||||||
Interest
expense
|
1,632 | 770 | 2,970 | 1,287 | 6,709 | |||||||||||||||
Total
other expenses
|
1,632 | 770 | 2,970 | 1,287 | 6,709 | |||||||||||||||
Net
loss
|
$ | (14,087 | ) | $ | (13,675 | ) | $ | (34,063 | ) | $ | (31,622 | ) | $ | (172,532 | ) | |||||
Basic
loss per share
|
$ | (0.06 | ) | $ | (0.06 | ) | $ | (0.14 | ) | $ | (0.13 | ) | ||||||||
Weighted
average number of common shares outstanding - basic
|
247,550 | 247,550 | 247,550 | 247,550 |
See
accompanying notes to financial statements.
4
CYBERSPACE
VITA, INC.
(A
Development Stage Company)
Statements
of Cash Flows
(Unaudited)
Six Months
Ended
June 30,
2010
|
Six Months
Ended
June 30,
2009
|
Inception
(Nov. 7, 2006)
through
June 30,
2010
|
||||||||||
CASH FLOWS FROM OPERATING
ACTIVITIES
|
||||||||||||
Net
loss
|
$ | (34,063 | ) | $ | (31,622 | ) | $ | (172,532 | ) | |||
Changes
in operating assets and liabilities:
|
||||||||||||
Increase
in accrued interest expense
|
2,970 | 1,287 | 6,709 | |||||||||
Net
cash used in operating activities
|
$ | (31,093 | ) | $ | (30,335 | ) | $ | (165,823 | ) | |||
CASH FLOWS FROM FINANCING
ACTIVITIES
|
||||||||||||
Proceeds
from shareholder loans
|
31,093 | 30,335 | 121,544 | |||||||||
Additional
paid-in capital
|
- | - | 30,769 | |||||||||
Proceeds
from sale of common stock
|
- | - | 13,510 | |||||||||
Net
cash provided by financing activities
|
31,093 | 30,335 | 165,823 | |||||||||
Net
increase (decrease) in cash
|
- | - | - | |||||||||
Cash
at beginning of period
|
- | - | - | |||||||||
Cash
at end of period
|
$ | - | $ | - | $ | - | ||||||
Supplemental
cash flow information:
|
||||||||||||
Cash
paid during period for interest
|
$ | - | $ | - | $ | - | ||||||
Cash
paid during period for income taxes
|
$ | - | $ | - | $ | - |
See
accompanying notes to financial statements.
5
CYBERSPACE
VITA, INC.
(A
Development Stage Company)
Notes
to Financial Statements
June
30, 2010
(Unaudited)
NOTE
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-Q of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for annual financial statements. In the opinion of management,
all adjustments, consisting of normal recurring accruals considered necessary
for a fair presentation, have been included. Operating results for the three and
six months ended June 30, 2010 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2010. For further
information, refer to the financial statements and footnotes thereto included in
the Form 10-K for the year ended December 31, 2009.
Business
description
The
Company was incorporated under the laws of the State of Nevada on November 7,
2006. The purpose for which the Corporation is organized is to engage
in any lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Nevada including, without limitation, to
provide sales of vitamins and mineral supplements on the Internet.
The
Company has been in the development stage since its formation on November 7,
2006. The Company has raised certain capital in an attempt to
commence operation, however it has not done so. The Company’s current
business plan is to explore potential targets for a business combination with
the Company through a purchase of assets, share purchase or exchange, merger or
similar type of transaction. As we have not yet commenced principal operations
we consider ourselves a shell company and a Development Stage Company as defined
by ASC 915 “Development Stage
Entities.”
As used
in these Notes to the Financial Statements, the terms the “Company”, “we”, “us”,
“our” and similar terms refer to Cyberspace Vita, Inc.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A.
BASIS OF ACCOUNTING
The financial statements have been prepared using the accrual basis of
accounting. Under the accrual basis of accounting, revenues are
recorded as earned and expenses are recorded at the time liabilities are
incurred. The Company has adopted a December 31
year-end.
B.
CASH EQUIVALENTS
The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents. At June 30, 2010, the
Company had no cash or cash equivalents.
C.
USE OF ESTIMATES
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
6
CYBERSPACE
VITA, INC.
(A
Development Stage Company)
Notes
to Financial Statements
June
30, 2010
(Unaudited)
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CON’T)
D.
BASIC EARNINGS PER SHARE
The FASB
issued SFAS No. 128, (ASC Topic 260) "Earnings Per Share", which specifies the
computation, presentation and disclosure requirements for earnings (loss) per
share for entities with publicly held common stock. ASC 260
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share.
Basic net
loss per share amounts is computed by dividing the net income by the weighted
average number of common shares outstanding. Diluted earnings per share are the
same as basic earnings per share due to the lack of dilutive items in the
Company. Common stock equivalents are excluded from the computation
if their effect is anti-dilutive. For all periods presented the
Company has sustained losses, which would make use of equivalent shares
anti-dilutive.
E.
INCOME TAXES
Income
taxes are provided in accordance with ASC 740 “ Income Taxes”. A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss carryforwards. Deferred tax
expense (benefit) results from the
net change during the year
of deferred tax assets and
liabilities.
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 effects of changes in tax laws and rates on the date of
enactment.
F.
REVENUE RECOGNITION
The
Company has not recognized any revenues from its operations.
G.
NEW ACCOUNTING PRONOUNCEMENTS
In May
2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-19 (ASU 2010-19), Foreign Currency (Topic 830): Foreign
Currency Issues: Multiple Foreign Currency Exchange Rates. The
amendments in this Update are effective as of the announcement date of March 18,
2010. The Company does not expect the provisions of ASU 2010-19 to have a
material effect on the financial position, results of operations or cash flows
of the Company.
In April
2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-17 (ASU 2010-17), Revenue Recognition-Milestone Method
(Topic 605): Milestone Method of Revenue Recognition. The amendments
in this Update are effective on a prospective basis for milestones achieved in
fiscal years, and interim periods within those years, beginning on or after June
15, 2010. Early adoption is permitted. If a vendor elects early
adoption and the period of adoption is not the beginning of the entity’s fiscal
year, the entity should apply the amendments retrospectively from the beginning
of the year of adoption. The Company does not expect the provisions
of ASU 2010-17 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In April
2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-13 (ASU 2010-13), Compensation-Stock Compensation (Topic
718): Effect of Denominating the Exercise Price of a Share-Based Payment Award
in the Currency of the Market in Which the Underlying Equity Security Trades - a
consensus of the FASB Emerging Issues Task Force. The amendments in
this Update are effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2010. Earlier
application is permitted. The Company does not expect the provisions
of ASU 2010-13 to have a material effect on the financial position, results of
operations or cash flows of the Company.
7
CYBERSPACE
VITA, INC.
(A
Development Stage Company)
Notes
to Financial Statements
June
30, 2010
(Unaudited)
G.
NEW ACCOUNTING PRONOUNCEMENTS (CON’T)
In
January 2010, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) No. 2010-06, Improving Disclosures about
Fair Value Measurements, which requires entities to disclose separately the
amount and reasons behind significant transfers in and out of Levels 1 and 2,
disclose the fair value measurements for each class of assets and liabilities
and disclose the inputs and valuation techniques used to measure both recurring
and nonrecurring activities under Levels 2 and 3. The new disclosure
requirements are effective for interim and annual reporting periods beginning
after December 15, 2009. The ASU also requires that reconciliations
for fair value measurements using significant unobservable inputs (Level 3)
should separately present significant information on a gross basis. This Level 3
disclosure requirement is effective for fiscal years beginning after December
14, 2010. The adoption of the provisions of ASU 2010-06 is not
expected to have a material impact on the Company’s financial
statements.
In
February 2010, the FASB issued amended guidance on subsequent events to
alleviate potential conflicts between FASB guidance and SEC requirements. Under
this amended guidance, SEC filers are no longer required to disclose the date
through which subsequent events have been evaluated in originally issued and
revised financial statements. This guidance was effective immediately and we
adopted these new requirements for the period ended March 31, 2010. The
adoption of this guidance did not have a material impact on our financial
statements.
In
February 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-08 (ASU 2010-08), Technical Corrections to Various
Topics. This amendment eliminated inconsistencies and outdated
provisions and provided the needed clarifications to various topics within Topic
815. The amendments are effective for the first reporting period
(including interim periods) beginning after issuance (February 2, 2010), except
for certain amendments. The amendments to the guidance on accounting
for income taxes in a reorganization (Subtopic 852-740) should be applied to
reorganizations for which the date of the reorganization is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. For those reorganizations reflected in interim financial
statements issued before the amendments in this Update are effective,
retrospective application is required. The clarifications of the
guidance on the embedded derivates and hedging (Subtopic 815-15) are effective
for fiscal years beginning after December 15, 2009, and should be applied to
existing contracts (hybrid instruments) containing embedded derivative features
at the date of adoption. The Company does not expect the provisions
of ASU 2010-08 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-06 (ASU 2010-06), Fair Value Measurements and Disclosures
(Topic 820): Improving Disclosures about Fair Value
Measurements. This amendment to Topic 820 has improved disclosures
about fair value measurements on the basis of input received from the users of
financial statements. This is effective for interim and annual
reporting periods beginning after December 15, 2009, except for the disclosures
about purchases, sales, issuances, and settlements in the roll forward of
activity in Level 3 fair value measurements. Those disclosures are
effective for fiscal years beginning after December 15, 2010, and for interim
periods within those fiscal years. Early adoption is
permitted. The Company does not expect the provisions of ASU 2010-06
to have a material effect on the financial position, results of operations or
cash flows of the Company.
In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-03 (ASU 2010-03), Extractive Activities—Oil and Gas (Topic
932): Oil and Gas Reserve Estimation and Disclosures. This amendment
to Topic 932 has improved the reserve estimation and disclosure requirements by
(1) updating the reserve estimation requirements for changes in practice and
technology that have occurred over the last several decades and (2) expanding
the disclosure requirements for equity method investments. This is
effective for annual reporting periods ending on or after December 31,
2009. However, an entity that becomes subject to the disclosures
because of the change to the definition oil- and gas- producing activities may
elect to provide those disclosures in annual periods beginning after December
31, 2009. Early adoption is not permitted. The Company
does not expect the provisions of ASU 2010-03 to have a material effect on the
financial position, results of operations or cash flows of the
Company.
8
CYBERSPACE
VITA, INC.
(A
Development Stage Company)
Notes
to Financial Statements
June
30, 2010
(Unaudited)
G.
NEW ACCOUNTING PRONOUNCEMENTS (CON’T)
In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810): Accounting and Reporting for Decreases in Ownership of a
Subsidiary. This amendment to Topic 810 clarifies, but does not
change, the scope of current US GAAP. It clarifies the decrease in
ownership provisions of Subtopic 810-10 and removes the potential conflict
between guidance in that Subtopic and asset derecognition and gain or loss
recognition guidance that may exist in other US GAAP. An entity will
be required to follow the amended guidance beginning in the period that it first
adopts FAS 160
(now included in Subtopic 810-10). For those entities that have
already adopted FAS 160, the amendments are effective at the beginning of the
first interim or annual reporting period ending on or after December 15, 2009.
The amendments should be applied retrospectively to the first period that an
entity adopted FAS 160. The Company does not expect the provisions of
ASU 2010-02 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force). This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit on
the amount of cash that will be distributed is not a stock dividend for purposes
of applying Topics 505 and 260. Effective for interim and annual periods ending
on or after December 15, 2009, and would be applied on a retrospective
basis. The Company does not expect the provisions of ASU 2010-01 to
have a material effect on the financial position, results of operations or cash
flows of the Company.
NOTE
3. WARRANTS AND OPTIONS
There are
no warrants or options outstanding to acquire any additional shares of common or
preferred stock.
NOTE
4. GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company generated net losses of
$172,532 from Inception (November 7, 2006) to June 30, 2010. This condition
raises substantial doubt about the Company's ability to continue as a going
concern. The Company's continuation as a going concern is dependent on its
ability to meet its obligations, to obtain additional financing as may be
required and ultimately to attain profitability. 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. Accordingly,
these factors raise substantial doubt as to the Company’s ability to continue as
a going concern
The
Company is dependent on advances from its principal shareholders for continued
funding. There are no commitments or guarantees from any third party
to provide such funding nor is there any guarantee that the Company will be able
to access the funding it requires to continue its operations.
NOTE
5. RELATED PARTY TRANSACTIONS
As of
September 30, 2007, we had borrowed $7,540 from a shareholder. This
loan was unsecured, carried no interest and was due on demand. In July 2007,
this loan was forgiven by the shareholder and contributed to the capital of the
Company.
At June
30, 2010, the Company had loans and notes outstanding from a shareholder in the
aggregate amount of $121,544, which represents amounts loaned to the Company to
pay the Company’s operating expenses. On June 30, 2008, a shareholder payable
was exchanged for a 6% convertible promissory note with a principal balance of
$8,111 due and payable on June 30, 2009. On
September 30, 2008, an additional shareholder payable was exchanged for a
convertible 6% promissory note with a principal
balance of $11,500 due and payable on September 30, 2009. On December
31, 2008, the Company exchanged the convertible promissory notes dated June 30,
2008 and September 30, 2008, together with an additional shareholder payable in
the amount of $14,906 for a promissory note in the amount of $34,517 bearing
simple interest at a rate of 6% per annum due and payable on December 30,
2009. On March 31, 2009, the Payee under the Note and the Company
executed a First Amendment to the Note whereby they agreed that additional
shareholder advances in the amount of $16,915 would be considered as additional
principal payable under the terms of the Note. On June 30, 2009, the
Payee under the Note and the Company executed a Second Amendment to the Note
whereby they agreed that additional shareholder advances in the amount of
$13,420 would be considered as additional principal payable under the terms of
the Note. On September 30, 2009, the Payee under the Note and the Company
executed a Third Amendment to the Note
whereby they agreed that additional shareholder advances in the amount of
$13,324 would be considered as additional principal payable under the terms of
the Note. On December 31, 2009, the Payee under the Note and the Company
executed a Fourth Amendment to the Note whereby they agreed that additional
shareholder advances in the amount of $12,275 would be considered as additional
principal payable under the terms of the Note and further agreed to extend the
maturity date of the Note to December 31, 2010. On March 31, 2010, the Payee
under the Note and the Company executed a Fifth Amendment to the Note whereby
they agreed that additional shareholder advances in the amount of $18,638 would
be considered as additional principal payable under the terms of the Note. On
June 30, 2010, the Payee under the Note and the Company executed a Sixth
Amendment to the Note whereby they agreed that additional shareholder advances
in the amount of $12,455 would be considered as additional principal payable
under the terms of the Note.
9
CYBERSPACE
VITA, INC.
(A
Development Stage Company)
Notes
to Financial Statements
June
30, 2010
(Unaudited)
NOTE
5. RELATED PARTY TRANSACTIONS (CON’T)
Effective
as of May 5, 2008, the Company entered into a Services Agreement with
Fountainhead Capital Management Limited (“FHM”), a shareholder who holds
approximately 80.8% of the Company’s issued and outstanding common stock. The
original term of the Services Agreement was one year (and it has been extended
to the end of fiscal year 2010) and the Company is obligated to pay FHM a
quarterly fee in the amount of $10,000, in cash or in kind, on the first day of
each calendar quarter commencing May 5, 2008. Total fees paid to FHM for the
quarter ended June 30, 2010 were $10,000.
NOTE
6. INCOME TAXES
The
Company records its income taxes in accordance with ASC 740 “Income
Taxes”. The Company incurred net operating losses during all periods
presented resulting in deferred tax assets. Realization of deferred
tax assets is dependent upon sufficient future taxable income during the period
that deductible temporary differences and carryforwards are expected to be
available to reduce taxable income. As the achievement of required
future taxable income is uncertain, the Company has recorded a valuation
allowance offsetting all deferred tax assets.
NOTE
7. STOCKHOLDERS' DEFICIT
The
stockholders' deficit section of the Company contains the following classes of
capital stock as of June 30, 2010:
|
*
|
Preferred
stock, $0.001 par value: 10,000,000 shares authorized; -0- shares issued
and outstanding.
|
|
*
|
Common
stock, $0.001 par value: 100,000,000 shares authorized; 247,550 shares
issued and outstanding.
|
All
amounts shown in the financial statements have been adjusted retroactively to
show the impact of (a) a 10:1 stock split which was declared
effective in October 2007 and (b) a one-for-twenty reverse stock split which was
declared effective in July 2009.
There are
no warrants or options outstanding to acquire any additional shares of common or
preferred stock.
10
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
The
following discussion should be read in conjunction with our unaudited financial
statements and the notes thereto.
Forward-Looking
Statements
This
quarterly report contains forward-looking statements and information relating to
us that are based on the beliefs of our management as well as assumptions made
by, and information currently available to, our management. When used in this
report, the words "believe," "anticipate," "expect," "estimate," “intend”,
“plan” and similar expressions, as they relate to us or our management, are
intended to identify forward-looking statements. These statements reflect
management's current view of us concerning future events and are subject to
certain risks, uncertainties and assumptions, including among many others: a
general economic downturn; a downturn in the securities markets; federal or
state laws or regulations having an adverse effect on proposed transactions that
we desire to effect; Securities and Exchange Commission regulations which affect
trading in the securities of "penny stocks," and other risks and uncertainties.
Should any of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in this report as anticipated, estimated or expected. The accompanying
information contained in this registration statement, including, without
limitation, the information set forth under the heading “Management’s Discussion
and Analysis and Plan of Operation — Risk Factors" identifies important
additional factors that could materially adversely affect actual results and
performance. You are urged to carefully consider these factors. All
forward-looking statements attributable to us are expressly qualified in their
entirety by the foregoing cautionary statement.
Overview
We are
presently a shell company (as defined in Rule 12b-2 of the Exchange Act) whose
plan of operation over the next twelve months is to seek and, if possible,
acquire an operating business or valuable assets by entering into a business
combination. We will not be restricted in our search for business combination
candidates to any particular geographical area, industry or industry segment,
and may enter into a combination with a private business engaged in any line of
business, including service, finance, mining, manufacturing, real estate, oil
and gas, distribution, transportation, medical, communications, high technology,
biotechnology or any other. Management's discretion is, as a practical matter,
unlimited in the selection of a combination candidate. Management will seek
combination candidates in the United States and other countries, as available
time and resources permit, through existing associations and by word of mouth.
This plan of operation has been adopted in order to attempt to create value for
our shareholders. For further information on our plan of operation and business,
see PART I, Item 1 of our Annual Report on Form 10-K for the fiscal year ending
2009.
Plan
of Operation
We do not
intend to do any product research or development. We do not expect to buy or
sell any real estate, plant or equipment except as such a purchase might occur
by way of a business combination that is structured as an asset purchase, and no
such asset purchase currently is anticipated. Similarly, we do not expect to add
additional employees or any full-time employees except as a result of completing
a business combination, and any such employees likely will be persons already
then employed by the company acquired.
From
inception, the Company’s business plan was to construct an e-commerce website by
which we intended to engage in the sale of vitamins on the Internet. The Company
has now discontinued its prior business and changed its business plan. The
Company’s business plan now consists of exploring potential targets for a
business combination through the purchase of assets, share purchase or exchange,
merger or similar type of transaction. We anticipate no operations unless and
until we complete a business combination as described above.
CRITICAL
ACCOUNTING POLICIES
The
methods, estimates and judgments we use in applying our accounting policies have
a significant impact on the results we report in our financial statements, which
we discuss under the heading “Results of Operations” following this section of
our Plan of Operation. Some of our accounting policies require us to make
difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Due to the life cycle stage
of our Company every balance sheet account has inherent
estimates.
11
RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2010 COMPARED TO JUNE 30,
2009.
As of
June 30, 2010, we have not generated any revenues.
June 30, 2010
|
June 30, 2009
|
$ Change
|
% Change
|
|||||||||||||
Revenue
|
$ | - | $ | - | $ | - | - | % | ||||||||
Professional
fees
|
12,305 | 12,500 | (195 | ) | (1.6 | )% | ||||||||||
G
& A
|
150 | 405 | (255 | ) | (63 | )% | ||||||||||
Net
loss
|
$ | (14,087 | ) | $ | (12,905 | ) | $ | (1,182 | ) | (9.2 | )% |
The
Company’s operations for the quarter ended June 30, 2010 showed only nominal
changes from its operations in the comparable quarter of 2009. Professional fees
incurred in both the quarters ended June 30, 2010 and 2009 include $10,000 in
management services fees paid to Fountainhead Capital Management Limited and
fees paid to the Company’s outside auditors and legal counsel. The
Company also incurred interest expense of $1,632 for the three months ended June
30, 2010.
RESULTS
OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2010 COMPARED TO JUNE 30,
2009.
As of
June 30, 2010, we have not generated any revenues.
June 30, 2010
|
June 30, 2009
|
$ Change
|
% Change
|
|||||||||||||
Revenue
|
$ | - | $ | - | $ | - | - | % | ||||||||
Professional
fees
|
30,793 | 29,515 | 1,278 | 4 | % | |||||||||||
G
& A
|
300 | 820 | (520 | ) | (64 | )% | ||||||||||
Net
loss
|
$ | (34,063 | ) | $ | (31,622 | ) | $ | 2,441 | (8 | )% |
The
Company’s operations for the six months ended June 30, 2010 showed only nominal
changes from its operations in the comparable period of 2009. Professional fees
incurred in both the periods ended June 30, 2010 and 2009 include $20,000 in
management services fees paid to Fountainhead Capital Management Limited and
fees paid to the Company’s outside auditors and legal counsel. The
Company also incurred interest expense of $2,970 for the six months ended June
30, 2010.
LIQUIDITY
AND CAPITAL RESOURCES
We have
financed our operations during the quarter through proceeds from a loan from a
shareholder in the amount of $12,455.
No stock
was issued in the first quarter of 2010.
We had $0
cash on hand as of June 30, 2010 compared to $0 as of December 31, 2009. We will
continue to need additional cash during the following twelve months and these
needs will coincide with the cash demands resulting from implementing our
business plan and remaining current with our Securities and Exchange Commission
filings. There is no assurance that we will be able to obtain additional capital
as required, or obtain the capital on acceptable terms and
conditions.
Going
Concern
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. The Company has not begun generating
revenue, is considered a development stage company, has experienced recurring
net operating losses, had a net loss of $(14,087) for the three months ended
June 30, 2010, and a working capital deficiency of $128,254 at June 30,
2010. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. These financial statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts, or amounts and classification of liabilities that might
result from this uncertainty. We will need to raise funds or implement our
business plan to continue operations.
Off-Balance
Sheet Arrangements
We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to
investors.
12
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
Item 4A(T). CONTROLS AND
PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is
defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated
under the Securities Exchange Act of 1934, as amended (Exchange Act), as of June
30, 2010. Based on this evaluation, our principal executive officer and
principal financial officer have concluded that our disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in the reports we file or submit under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms and that our disclosure and
controls are designed to ensure that information
required to be disclosed by us in the reports that we file
or submit under the Exchange Act is accumulated and communicated to
our management, including our principal executive officer and
principal financial officer, or persons
performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
Changes
in Internal Control Over Financial Reporting
There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the first quarter of fiscal 2010 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
There are
no legal proceedings which are pending or have been threatened against us or any
of our officers, directors or control persons of which management is
aware.
ITEM
1A. RISK
FACTORS.
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item
ITEM
2.
UNREGISTERED SALES OF EQUITY
SECURITIES
Except as
may have previously been disclosed on a current report on Form 8-K or a
quarterly report on Form 10-Q, we have not sold any of our securities in a
private placement transaction or otherwise during the past three
years.
ITEM
3.
DEFAULTS UPON SENIOR
SECURITIES
Not
applicable.
ITEM
4.
(REMOVED AND
RESERVED)
ITEM
5.
OTHER
INFORMATION
None.
13
ITEM
6. EXHIBITS
Exhibit No.
|
Description
|
|
31.1
|
Certification
of Principal Executive Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Principal Financial Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Principal Executive Officer and Principal Financial Officer furnished
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of
2002.
|
14
SIGNATURES
In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
CYBERSPACE
VITA, INC.
|
||
Date:
August 2, 2010
|
By:
|
/s/ Geoffrey Alison
|
Geoffrey
Alison
|
||
Director,
CEO, President and Treasurer
(Principal
Financial Officer)
|
EXHIBIT
INDEX
Exhibit No.
|
Description
|
|
31.1
|
Certification
of Principal Executive Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Principal Financial Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Principal Executive Officer and Principal Financial Officer furnished
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
15