High Sierra Technologies, Inc. - Quarter Report: 2008 September (Form 10-Q)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 10-Q
____________________
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from ____________ to____________
Commission File No. 000-52036
GULF & ORIENT STEAMSHIP COMPANY, LTD.
(Exact name of Registrant as specified in its charter)
|
Colorado |
84-1344320 |
|
(State or Other Jurisdiction of |
(I.R.S. Employer Identification No.) |
|
incorporation or organization) |
|
601 South State Street
Salt Lake City, Utah 84101
(Address of Principal Executive Offices)
(801) 550-5800
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: November 4, 2008 - 1,719,093 shares of common stock.
PART I
Item 1. Financial Statements
The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.
GULF & ORIENT
STEAMSHIP COMPANY, LTD.
FINANCIAL STATEMENTS
September 30, 2008 and 2007
CONTENTS
PAGE
BALANCE SHEETS
F-2
STATEMENTS OF OPERATIONS
F-3
STATEMENTS OF CASH FLOWS
F-4
NOTES TO FINANCIAL STATEMENTS
F-5
GULF & ORIENT STEAMSHIP COMPANY, LTD.
(A Development Stage Company)
BALANCE SHEETS
|
|
|
September 30, |
|
December 31, |
|
|
|
2008 |
|
2007 |
|
ASSETS |
|
(Unaudited) |
|
|
|
CURRENT ASSETS |
|
|
|
|
|
Cash |
$ |
98 |
$ |
84 |
|
|
|
|
|
|
|
TOTAL CURRENT ASSETS |
|
98 |
|
84 |
|
|
|
|
|
|
|
|
$ |
98 |
$ |
84 |
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
Accounts payable |
$ |
63,674 |
$ |
54,905 |
|
Payable - related parties (Note 4) |
|
54,719 |
|
47,328 |
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES |
|
118,393 |
|
102,233 |
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
118,393 |
|
102,233 |
|
|
|
|
|
|
|
SHAREHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock no par value, non-voting, |
|
|
|
|
|
5,000,000 shares authorized; 0 shares issued |
|
|
|
|
|
and outstanding |
|
- |
|
- |
|
Common stock no par value, 50,000,000 |
|
|
|
|
|
shares authorized; 1,719,093 shares issued |
|
|
|
|
|
and outstanding |
|
11,781 |
|
11,781 |
|
Deficit accumulated during development stage |
|
(130,076) |
|
(113,930) |
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS’ DEFICIT |
|
(118,295) |
|
(102,149) |
|
|
|
|
|
|
|
|
$ |
98 |
$ |
84 |
See Notes to Unaudited Financial Statements.
F-2
GULF & ORIENT STEAMSHIP COMPANY, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Period |
|
|
|
|
|
|
|
|
|
|
|
from |
|
|
|
|
|
|
|
|
|
|
|
5/9/1996 |
|
|
|
|
|
|
|
|
|
|
|
(Date of |
|
|
|
For the Three |
|
For the Nine |
|
Inception) | ||||
|
|
|
Months Ended |
|
Months Ended |
|
to | ||||
|
|
|
September 30, |
|
September 30, |
|
September 30, | ||||
|
|
|
2008 |
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
3,072 |
|
2,896 |
|
14,855 |
|
18,118 |
|
116,321 |
|
Interest expense |
|
500 |
|
322 |
|
1,290 |
|
912 |
|
8,784 |
|
|
|
3,572 |
|
3,218 |
|
16,145 |
|
19,030 |
|
125,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE TAXES |
|
(3,572) |
|
(3,218) |
|
(16,145) |
|
(19,030) |
|
(125,105) |
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS |
$ |
(3,572) |
$ |
(3,218) |
$ |
(16,145) |
$ |
(19,030) |
$ |
(125,105) |
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS PER COMMON SHARE |
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net (loss) per weighted |
|
|
|
|
|
|
|
|
|
|
|
average common share outstanding |
$ |
(0.00) |
$ |
(0.00) |
$ |
(0.01) |
$ |
(0.01) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common |
|
|
|
|
|
|
|
|
|
|
|
shares outstanding |
|
1,719,093 |
|
1,719,093 |
|
1,719,093 |
|
1,692,506 |
|
|
See Notes to Unaudited Financial Statements.
F-3
GULF & ORIENT STEAMSHIP COMPANY, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
Period |
|
|
|
|
|
|
|
from |
|
|
|
|
|
|
|
5/9/1996 |
|
|
|
For the Nine |
|
(Date of | ||
|
|
|
Months Ended |
|
inception) to | ||
|
|
|
September 30, |
|
September 30, | ||
|
|
|
2008 |
|
2007 |
|
2008 |
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
Net loss |
$ |
(16,145) |
$ |
(19,030) |
$ |
(125,105) |
|
Adjustments to reconcile net loss to net |
|
|
|
|
|
|
|
cash provided (required) by operating |
|
|
|
|
|
|
|
activities |
|
|
|
|
|
|
|
Stock issued for expenses |
|
- |
|
- |
|
500 |
|
Interest expense |
|
1,290 |
|
912 |
|
8,784 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
Accounts payable |
|
8,769 |
|
15,200 |
|
63,674 |
|
Payable - related parties |
|
6,100 |
|
3,501 |
|
53,434 |
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED (REQUIRED) |
|
|
|
|
|
|
|
BY OPERATING ACTIVITIES |
|
14 |
|
583 |
|
1,287 |
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
Stock sold |
|
- |
|
- |
|
3,811 |
|
Purchase treasury stock |
|
- |
|
- |
|
(5,000) |
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED (REQUIRED) |
|
|
|
|
|
|
|
BY FINANCING ACTIVITIES |
|
- |
|
- |
|
(1,189) |
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) |
|
|
|
|
|
|
|
IN CASH |
|
14 |
|
583 |
|
98 |
|
|
|
|
|
|
|
|
|
CASH AT BEGINNING |
|
|
|
|
|
|
|
OF PERIOD |
|
84 |
|
171 |
|
- |
|
|
|
|
|
|
|
|
|
CASH AT END OF PERIOD |
$ |
98 |
$ |
754 |
$ |
98 |
|
|
|
|
|
|
|
|
|
Cash paid for |
|
|
|
|
|
|
|
Interest |
$ |
- |
$ |
- |
$ |
- |
|
Income taxes |
$ |
- |
$ |
- |
$ |
- |
During the year ended December 31, 2007, the Company issued 107,143 shares of common stock to retire $7,500 of debt.
See Notes to Unaudited Financial Statements.
F-4
GULF & ORIENT STEAMSHIP COMPANY, LTD.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 2008 and 2007
NOTE 1:
SUMMARY OF HISTORY AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
The Company was incorporated in the State of Colorado on May 9, 1996. The Company originally intended to engage in the business of marine transportation. These plans did not materialize.
Development Stage Company
The financial statements present the Company as a development stage company because of its short operating history. The Company is looking for business opportunities.
Income Taxes
The Company utilizes the liability method of accounting for income taxes as set forth in Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (SFAS 109). Under the liability method, deferred taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.
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 disclosures 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.
Cash and Cash Equivalents
For purposes of reporting cash flows, the Company considers all highly-liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
Revenue Recognition
Revenue is recognized on the accrual method of accounting.
Income (Loss) Per Common Share
Income (Loss) per common share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the periods presented.
Recently Issued Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. The Company adopted SFAS 157 on January 1, 2008 with no impact on the Company’s financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities – Including an amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 allows entities the option to measure eligible financial instruments at fair value as of specified dates. Such election, which may be applied on an instrument by instrument basis, is typically irrevocable once elected. The Company elected not to measure any additional financial assets or liabilities at fair value at the time SFAS 159 was adopted on January 1, 2008. As a result, implementation of SFAS 159 had no impact on the Company’s financial statements.
F-5
GULF & ORIENT STEAMSHIP COMPANY, LTD.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
September 30, 2008 and 2007
NOTE 1:
SUMMARY OF HISTORY AND SIGNIFICANT ACCOUNTING POLICIES - Continued
Recently Issued Accounting Pronouncements - Continued
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”) and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51(“SFAS 160”). SFAS No. 141R requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated financial statements. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 141R and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. The Company has not yet determined the effect on its financial statements, if any, upon adoption of SFAS No. 141R or SFAS No. 160.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 requires enhanced disclosures about an entity’s derivative instruments and hedging activities including: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations; and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with earlier application encouraged. The Company has no derivative instruments so the adoption of SFAS 161 is not expected to have any impact on the Company’s financial statements and it does not intend to adopt this standard early.
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. The statement establishes that the GAAP hierarchy should be directed to entities because it is the entity (not its auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company does not believe implementation of SFAS 162 will have a material impact on its financial statements.
In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60 (“SFAS 163”). SFAS 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claim liabilities. This Statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The Company does not expect that the adoption of SFAS 163 will have a material impact on its financial statements.
In June 2008, the FASB issued FASB Staff Position Emerging Issues Task Force (EITF) No. 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP EITF No. 03-6-1”). Under FSP EITF No. 03-6-1, unvested share-based payment awards that contain rights to receive nonforfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of computing EPS. FSP EITF No. 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years, and is not expected to have a significant impact on the Company’s financial statements.
F-6
GULF & ORIENT STEAMSHIP COMPANY, LTD.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
September 30, 2008 and 2007
NOTE 1:
SUMMARY OF HISTORY AND SIGNIFICANT ACCOUNTING POLICIES - Continued
Recently Issued Accounting Pronouncements - Continued
In April 2008, the FASB issued FASB Staff Position No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP No. 142-3”) to improve the consistency between the useful life of a recognized intangible asset (under SFAS No. 142) and the period of expected cash flows used to measure the fair value of the intangible asset (under SFAS No. 141(R)). FSP No. 142-3 amends the factors to be considered when developing renewal or extension assumptions that are used to estimate an intangible asset’s useful life under SFAS No. 142. The guidance in the new staff position is to be applied prospectively to intangible assets acquired after December 31, 2008. In addition, FSP No. 142-3 increases the disclosure requirements related to renewal or extension assumptions. The Company does not believe implementation of FSP No. 142-3 will have a material impact on its financial statements.
The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.
NOTE 2:
INCOME TAXES
At December 31, 2007, the Company had a net operating loss carryover of $108,960 which expires as follows:
|
Year ended |
|
Amount |
|
Federal Expiration Date |
|
December 31, 1996 |
$ |
5,636 |
December 31, 2011 | |
|
December 31, 1997 |
|
6,232 |
|
December 31, 2012 |
|
December 31, 1998 |
|
3,462 |
|
December 31, 2018 |
|
December 31, 1999 |
|
4,055 |
|
December 31, 2019 |
|
December 31, 2000 |
|
147 |
|
December 31, 2020 |
|
December 31, 2001 |
|
2,896 |
|
December 31, 2021 |
|
December 31, 2002 |
|
2,861 |
|
December 31, 2022 |
|
December 31, 2003 |
|
8,449 |
|
December 31, 2023 |
|
December 31, 2004 |
|
9,385 |
|
December 31, 2024 |
|
December 31, 2005 |
|
12,417 |
|
December 31, 2025 |
|
December 31, 2006 |
|
31,026 |
|
December 31, 2026 |
|
December 31, 2007 |
|
22,394 |
|
December 31, 2027 |
|
|
$ |
108,960 |
|
|
However, due to the fact that the Company will most likely enter a new line of business and has had a change in control, the loss will most likely never be utilized.
At September 30, 2008, the Company had a deferred tax asset in the amount of $44,225. The amount has been reserved 100% due to the Company’s history of losses.
The increase in the valuation allowance was $5,489 and $6,661 for the nine months ended September 30, 2008 and 2007 respectively.
GULF & ORIENT STEAMSHIP COMPANY, LTD.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
September 30, 2008 and 2007
NOTE 2:
INCOME TAXES - Continued
Components of income tax are as follows:
|
|
|
2008 |
|
2007 |
|
Current |
|
|
|
|
|
Federal |
$ |
- |
$ |
- |
|
State |
|
- |
|
- |
|
|
|
- |
|
- |
|
Deferred |
|
- |
|
- |
|
|
$ |
- |
$ |
- |
A reconciliation of the provision for income tax expense with the expected income tax computed by applying the federal statutory income tax to income before provision for income taxes is as follows:
|
|
|
2008 |
|
2007 |
|
Income tax computed at |
|
|
|
|
|
Federal statutory tax rate |
$ |
(5,489) |
$ |
(6,661) |
|
Deferred taxes and other |
|
5,489 |
|
6,661 |
|
State taxes (net of federal benefit) |
|
- |
|
- |
|
|
$ |
- |
$ |
- |
NOTE 3:
COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS
Management of the Company has conducted a diligent search and concluded that there were no commitments, contingencies or legal matters pending at the balance sheet dates that have not been disclosed.
NOTE 4:
ACCOUNTS PAYABLE - RELATED PARTIES
At September 30, 2008, the Company owed $54,719 to related parties for money advanced to the Company or expenses paid on behalf of the Company; $2,600 bears annual interest at 24%, $3,500 bears annual interest at 18%, $7,100 bears annual interest at 9%, and $3,500 bears annual interest at 7%. Total accrued interest at September 30, 2008 was $8,784.
During the year ended December 31, 2007, the Company converted two notes into its common stock. One note for $5,000 was due on October 13, 2005 and accrued a total interest of $2,500 on that date. This note was converted to common stock at $.07 per share for 71,429 shares. The $2,500 interest on the note is also convertible to common stock at $.07 per share which is not less than the fair market value of the stock on the date the loan was made. The interest was not converted into common stock during the period.
A second note for $2,500 was converted to common stock during the year ended December 31, 2007 at $.07 per share for 35,714 shares. Accrued interest on the note was not converted during the period.
F-8
GULF & ORIENT STEAMSHIP COMPANY, LTD.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
September 30, 2008 and 2007
NOTE 5:
STOCK TRANSACTIONS
The Company raised $811 from various individuals from the sale of its common stock. Form “D” was filed with the Securities and Exchange Commission to report the sales. $3,000 was also raised from the sale of preferred stock. The preferred stock was later cancelled during an ownership change of the Company. 50,000 shares were issued in 2003 for services of $500.
The preferred stock had the following preferences: [a] the stock is non-voting; [b] holders of the stock have the right to receive a mandatory dividend of 10% of the Company’s adjusted gross profit as reflected on the annual tax return, and the dividend is to be paid within ten days of the filing of the tax return (to date no dividends have been required to be paid); [c] upon dissolution or winding up of the Company, 10% of the Company’s assets shall be distributed to the holders of the preferred stock prior to division and distribution of assets to the holders of the Company’s common stock.
In April, 2005, the Company purchased and retired 59,050 shares of its common stock. The Company paid $5,000 for the shares.
In March 2007, the Company converted two notes into its common stock. One note for $5,000 was due on October 13, 2005 and accrued a total interest of $2,500 on that date. This note was converted to common stock at $.07 per share for 71,429 shares. The $2,500 interest on the note is also convertible to common stock at $.07 per share which is not less than the fair market value of the stock on the date the loan was made. The interest was not converted into common stock during the period.
In March 2007, a second note for $2,500 was converted to common stock during the period at $.07 per share for 35,714 shares. Accrued interest on the note was not converted during the period.
NOTE 6:
GOING CONCERN
The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At September 30, 2008, the Company had an accumulated deficit of $130,076 and a working capital deficit of $118,295.
The Company’s continued existence is dependent on its ability to generate sufficient cash flow to cover operating expenses and to invest in future operations. Management has prepared the following plan to address the Company’s ability to continue as a going concern:
The Company is looking for business opportunities. If none are found, the Company will look to related parties to fund continuing operations.
F-9
Item 2. Management’s Discussions and Analysis of Financial Condition and Results of Operations.
Forward-looking Statements
Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.
Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Plan of Operations
Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.
During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing; the payment of our Securities and Exchange Commission and Exchange Act reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization. We anticipate that these funds will be provided to us in the form of loans from Michael Vardakis, our current President. There are no written agreements requiring Mr. Vardakis to provide these cash resources; and to the extent funds are provided, such funds will bear interest and will be due on demand. As of the date of this Quarterly Report, we have not actively begun to seek any business or acquisition candidate.
Results of Operations
We have generated no profit since inception. We had a net loss of ($3,572) and ($3,218) for the quarters ended September 30, 2008, and 2007. We had a net loss of ($16,145) and ($19,030) for the nine months ended September 30, 2008, and 2007. Since our inception on May 9, 1996, cumulative losses as of September 30, 2008, total ($125,105). Primarily all of these losses are the result of legal and accounting expenses.
Liquidity
We have cash of $98 as of September 30, 2008.
During the next 12 months, our only foreseeable cash requirements will relate to the payment of our Securities and Exchange Commission and Exchange Act reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization. We do not have any cash reserves to pay for our administrative expenses for the next 12 months. In the event that additional funding is required in order to keep us in good standing, we may attempt to raise such funding through loans or through additional sales of our common stock.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4T. Controls and Procedures.
Evaluation of disclosure controls and procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2008, our disclosure controls and procedures were, subject to the limitations noted above, effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting
Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter 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.
None; not applicable.
Item 1A. Risk Factors.
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits.
Exhibit No. Identification of Exhibit
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31.1
31.2
32 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Michael Vardakis, President and Director. Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Melissa Ladakis, Secretary, Treasurer and Director Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Michael Vardakis, President and Melissa Ladakis, Secretary/Treasurer, and Director. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized
Gulf & Orient Steamship Company, Ltd.
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Date: |
November 10, 2008 |
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By: |
/s/Michael Vardakis |
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Michael Vardakis, President and Director |
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Date: |
November 10, 2008 |
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By: |
/s/Melissa Ladakis |
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Melissa Ladakis ,Secretary, Treasurer and Director |