IGEN NETWORKS CORP - Quarter Report: 2008 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
(Mark One)
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 N/A
Commission
file number 333-141875
Sync2 Entertainment Corporation
(Exact name of Registrant as specified in its charter)
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NEVADA |
20-5879021 |
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(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
439 West Bockman
Way
Sparta, TN 38583
(Address of principal executive offices)
(931) 837-5344
(Registrant’s telephone number, including area
code)
Formerly ‘NURSE SOLUTIONS, INC.’
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the 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 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
[X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of November 14, 2008 the Company had 85,470,000 issued and outstanding shares of common stock.
PART I — FINANCIAL INFORMATION
The accompanying interim unaudited financial statements of Sync2 Entertainment Corporation (formerly Nurse Solutions, Inc.) (a Nevada corporation) are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the Company's most recent annual financial statements for the year ended December 31, 2007 included in a Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 21, 2008. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying interim financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying interim financial statements for the nine months ended September 30, 2008 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2008.
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SYNC2 ENTERTAINMENT CORPORATION | ||||||
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(FORMERLY NURSE SOLUTIONS, INC.) | ||||||
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(A DEVELOPMENT STAGE COMPANY) | ||||||
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BALANCE SHEETS | ||||||
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September 30, 2008 |
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December 31, 2007 | |
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(unaudited) |
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ASSETS | ||||||
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Current Assets |
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Cash |
$ 914 |
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$ 11,150 | ||
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Prepaid expenses |
- |
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2,500 | ||
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Total current assets |
914 |
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13,650 | ||
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Total Assets |
$ 914 |
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$ 13,650 | |||
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LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | ||||||
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Current Liabilities |
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Accounts payable |
$ 10,983 |
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$ - | |||
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Total Liabilities |
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10,983 |
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- | ||
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Stockholders' Equity (Deficit) |
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Capital stock: |
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375,000,000 common shares authorized, $0.001 par value; |
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85,470,000 common shares issued and outstanding |
85,470 |
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85,470 | ||
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Additional paid-in capital |
(24,420) |
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(24,420) | ||
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Deficit accumulated during the development stage |
(71,119) |
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(47,400) | ||
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Total Stockholders' Equity (Deficit) |
(10,069) |
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13,650 | |||
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Total Liabilities & Stockholders' Equity (Deficit) |
$ 914 |
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$ 13,650 | |||
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The accompanying notes are an integral part of these financial statements. |
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SYNC2 ENTERTAINMENT CORPORATION | |||||||||||
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(FORMERLY NURSE SOLUTIONS, INC.) | |||||||||||
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(A DEVELOPMENT STAGE COMPANY) | |||||||||||
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STATEMENTS OF OPERATIONS (unaudited) | |||||||||||
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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Cumulative Totals from Inception (November 14, 2006) to September 30, | ||||
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2008 |
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2007 |
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2008 |
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2007 |
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2008 |
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Revenues |
$ - |
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$ - |
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$ - |
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$ - |
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$ - | ||
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Expenses |
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Advertising expense |
- |
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- |
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- |
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20,000 |
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20,000 | |
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Professional fees |
6,540 |
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3,642 |
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19,818 |
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18,239 |
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47,144 | |
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Office and administrative |
3,891 |
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4 |
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3,901 |
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66 |
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3,975 | |
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Total expenses |
10,431 |
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3,646 |
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23,719 |
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38,305 |
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71,119 |
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Net loss |
$ (10,431) |
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$ (3,646) |
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$ (23,719) |
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$ (38,305) |
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$ (71,119) | ||
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Net loss per basic and |
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diluted shares |
$ (0.00) |
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$ (0.00) |
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$ (0.00) |
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$ (0.00) |
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Weighted average number of |
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common shares outstanding |
85,470,000 |
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85,470,000 |
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85,470,000 |
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85,470,000 |
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The accompanying notes are an integral part of these financial statements. | |||||||||||
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SYNC2 ENTERTAINMENT CORPORATION | ||||||||
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(FORMERLY NURSE SOLUTIONS, INC.) | ||||||||
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(A DEVELOPMENT STAGE COMPANY) | ||||||||
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STATEMENTS OF CASH FLOWS | ||||||||
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(unaudited) | ||||||||
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Nine Months Ended September 30, |
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Cumulative totals from Inception November 14, 2006 to September 30, | ||
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2008 |
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2007 |
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2008 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
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$ (23,719) |
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$ (38,305) |
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$ (71,119) | |
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Adjustments to reconcile net loss to net cash |
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used in operations: |
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Changes in operating assets and liabilities: |
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Decrease (increase) in prepaid expenses |
2,500 |
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(1,338) |
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- | ||
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Increase in accounts payable |
10,983 |
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- |
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10,983 | ||
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Net cash used in operating activities |
(10,236) |
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(39,643) |
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(60,136) | ||
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CASH FLOWS FROM INVESTING ACTIVITIES |
- |
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- |
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- | |||
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Common stock issued for cash |
- |
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- |
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61,050 | |||
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Proceeds received from notes payable - related parties |
- |
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- |
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100 | |||
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Payments made on notes payable - related parties |
- |
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- |
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(100) | |||
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Net cash provided by financing activities |
- |
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- |
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61,050 | ||
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NET INCREASE (DECREASE) IN CASH AND CASH |
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EQUIVALENTS |
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(10,236) |
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(39,643) |
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914 | ||
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Cash at beginning of period |
11,150 |
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56,050 |
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- | |||
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Cash at end of period |
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$ 914 |
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$ 16,407 |
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$ 914 | ||
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Cash paid for interest |
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$ - |
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$ - |
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$ - | ||
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Cash paid for income taxes |
$ - |
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$ - |
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$ - | |||
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SCHEDULE OF NON-CASH INVESTING |
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AND FINANCING ACTIVITIES: |
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None |
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The accompanying notes are an integral part of these financial statements. |
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Sync2 Entertainment Corporation
(Formerly Nurse Solutions, Inc.)
(A Development Stage Company)
Notes to Unaudited Financial Statements
September 30, 2008
NOTE 1. Organization and Summary of Significant Accounting Policies
This summary of significant accounting policies of Nurse Solutions, Inc. (a development stage company) (the “Company”) is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. The Company has not realized revenues from its planned principal business purpose and is considered to be in its development stage in accordance with SFAS 7, "Accounting and Reporting by Development Stage Enterprises."
Business Activity
The Company was incorporated in Nevada on November 14, 2006 as Nurse Solutions, Inc. to provide highly qualified registered nurses from around the globe to healthcare organizations throughout the USA and Canada. The Company has elected a fiscal year end of December 31. Effective September 12, 2008 the Company changed its name to Sync2 Entertainment Corporation and is actively pursuing business opportunities in the entertainment industry.
Income Taxes
The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are normally provided in the financial statements under SFAS No. 109 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years. Minimal development stage deferred tax assets of approximately $24,900 arising as a result of net operating loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. The valuation allowance increased by approximately $8,300 and $13,400 during the nine months ended September 30, 2008 and 2007, respectively. Operating loss carry forwards generated during the period from November 14, 2006 (date of inception) through September 30, 2008 of $71,119 will begin to expire in 2025, and may be limited by the provisions of Internal Revenue Code Section 382 and other provisions as to their utilization.
Foreign Currency
Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Transactions and balances in other currencies are converted into U.S. dollars in accordance with Statement of Financial Accounting Standards (SFAS) No. 52, "Foreign Currency Translation," and are included in determining net income or loss.
There were no net gains and losses resulting from foreign exchange transactions that are included in the statements of operations during the period presented.
Estimates
Preparation of financial statements in accordance 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 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. The Company's periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.
Cash and Cash Equivalents
For the purpose of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company had $914 and $11,150 in cash and cash equivalents at September 30, 2008 and December 31, 2007, respectively.
Sync2 Entertainment Corporation
(Formerly Nurse Solutions, Inc.)
(A Development Stage Company)
Notes to Unaudited Financial Statements (continued)
September 30, 2008
NOTE 1. Organization and Summary of Significant Accounting Policies (continued)
Revenue Recognition
Revenue will be recognized once the service is performed, persuasive evidence of an agreement exists, the price is fixed or determinable, and collectability is reasonably expected.
Recently Issued Accounting Pronouncements
In May 2008, FASB issued Financial Accounting Standards No. 163, “Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises”. That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, “Accounting for Contingencies”. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years.
In May 2008, FASB issued Financial Accounting Standards No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60 days following SEC approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”.
In March 2008, FASB issued Financial Accounting Standards No. 161, “Disclosure about Derivative Instruments and Hedging Activities - an amendment to FASB Statement No. 133.” The use and complexity of derivative instruments and hedging activities have increased significantly over the past several years. Constituents have expressed concerns that the existing disclosure requirements in FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities”, do not provide adequate information about how derivative and hedging activities affect an entity's financial position, financial performance, and cash flows. Accordingly, this Statement requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.
In December 2007, the FASB issued SFAS No. 160, “Non controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.” This Statement amends ARB 51 to establish accounting and reporting standards for the non controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This statement is effective as of the beginning of an entity’s first fiscal year that begins after December 15, 2008.
None of the above new pronouncements has current application to the Company, but may be applicable to the Company’s future financial reporting.
Sync2 Entertainment Corporation
(Formerly Nurse Solutions, Inc.)
(A Development Stage Company)
Notes to Unaudited Financial Statements (continued)
September 30, 2008
NOTE 2. Net Income or (Loss) Per Share of Common Stock
The Company has adopted Financial Accounting Standards Board ("FASB") Statement Number 128, "Earnings per Share," ("EPS") which requires presentation of basic and diluted EPS on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income/loss by the weighted average number of shares of common stock outstanding during the period.
The following table sets forth the computation of basic and diluted earnings per share:
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Three Months Ended September 30, |
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Nine Months Ended September 30, | ||||||
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2008 |
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2007 |
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2008 |
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2007 |
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Net loss |
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$ |
(10,431) |
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$ |
(3,646) |
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$ |
(23,719) |
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$ |
(38,305) | |
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Weighted average common |
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shares outstanding (Basic) |
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85,470,000 |
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85,470,000 |
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85,470,000 |
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85,470,000 | ||
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Options |
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- |
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- |
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- |
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- |
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Warrants |
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- |
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- |
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- |
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- |
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Weighted average common |
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shares outstanding (Diluted) |
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85,470,000 |
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85,470,000 |
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85,470,000 |
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85,470,000 | ||
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Net loss per share (Basic |
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and Diluted) |
$ |
(0.00) |
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$ |
(0.00) |
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$ |
(0.00) |
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$ |
(0.00) | ||
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
NOTE 3. Stockholders' Equity
Upon incorporation in November 2006, the Company undertook a private offering of 17,050,000 (85,250,000 post split) shares of its common stock, with an offering price of $0.001 ($0.0002 post split) per share for $17,050 in cash. Also in November 2006, the Company issued 44,000 (220,000 post split) shares of its common stock with an offering price of $1.00 ($0.20 post split) per share for $44,000 in cash. The funds raised from the two offerings totaled $61,050 and will be used to cover further start-up and organizational costs of the Company.
Effective October 15, 2008 the Company split its issued common shares on a five for one share basis (5 for 1) resulting in 85,470,000 shares of common stock issued and outstanding at September 30, 2008 and December 31, 2007. The split has been retroactively applied to the accompanying financial statements for all periods presented.
On September 19, 2008, the Company amended its Articles of Incorporation thereby increasing the number of authorized shares of stock from 75,000,000 to 375,000,000.
NOTE 4. Going Concern Considerations
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company is currently in the development stage and has not generated revenues from its planned business purpose. Realization of the assets of the Company is dependent upon the Company's ability to meet its financial requirements through equity financing and the success of future operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The business plan of Sync2 Entertainment Corporation (formerly Nurse Solutions, Inc.) or “the Company” was to establish a market for the placement of qualified registered nurses from abroad in medical offices and hospitals located within the United States and Canada. The Company is now actively pursuing business opportunities in the entertainment industry.
The Company’s business plan includes the development of a website, which will allow prospective clients to learn about the Company and contact us for a presentation.
The funds available to the Company from private offerings were for a total of $61,050 and are adequate for it to cover general and operating expenses and to begin development of its website and marketing materials.
The Company does not have day-to-day operations and does not employ full or part-time staff. The Company pays fees for services to its attorneys, accountants, and transfer agent. It retains additional services such as technology, website design and assistance in procedures necessary to coordinate the legal, accounting and regulatory filings from its consultants. A fee is paid for these services.
The Company will require additional cash, either from financing transactions or operating activities, to meet our long-term goals. Our long-term goals will be to develop our website and establish relationships with prospective projects.
The Company estimates expenses over the next twelve months to complete the above tasks to be $160,000. During the nine months ended September 30, 2008 the Company incurred $23,719 in expenses, consisting primarily of $19,818 in professional fees for legal and accounting fees associated with audited financial statements and consulting fees for development of the Company.
The Company has received $0 revenues from operations to date.
Capital and Liquidity
As of September 30, 2008 we had total current assets of $914 and total liabilities of $10,983, resulting in a working capital deficiency of $10,069.
During the period of inception (November 14, 2006) through September 30, 2008 the Company received $61,050 in cash from the sale of its common stock, which it is using on a short-term basis to fund operations until the Company can generate profits. It did not receive the proceeds from the sale of stock under its SB-2 Registration Statement.
On a long-term basis, we do not have sufficient cash to meet our needs and we will require additional cash, either from financing transactions or operating activities, to meet our long-term goals over the next twelve months. If revenues are not sufficient to pay our expenses, the Company will require additional financing over the next twelve months. There can be no assurance that we will be able to obtain additional financing, either in the form of debt or equity, or that, if such financing is obtained, it will be sufficient for our needs or available to us on reasonable terms. In the event that the Company is unable to obtain financing, the Company will seek joint venture partners to assist in development with its technology and products. The
Company has had no discussions with potential merger candidates, and has no knowledge of potential joint venture partners at this time. If we are able to obtain additional financing or structure strategic relationships in order to fund existing or future projects, existing stockholders will likely experience further dilution of their percentage ownership of the Company by the issuance of additional shares to investors under terms not yet negotiated.
The Company has a net loss and deficit accumulated during this development stage of $71,119.
Item 4T. Controls and Procedures.
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Our internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with U.S. generally accepted accounting principles and reliability of financial reporting. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management maintains a comprehensive system of controls intended to ensure that transactions are executed in accordance with management’s authorization, assets are safeguarded, and financial records are reliable. Management also takes steps to ensure that information and communication flows are effective, and to monitor performance, including performance of internal control procedures.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2008 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, management believes that, as of September 30, 2008, the Company’s internal control over financial reporting is effective.
PART II — OTHER INFORMATION
Item 6. Exhibits
Exhibits:
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Exhibit No. |
Document |
Location |
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3.1 |
Articles of Incorporation |
Previously Filed |
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3.2 |
Bylaws |
Previously Filed |
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31 |
Rule 13a-41(a)/15d-14(a) Certificates |
Included |
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32 |
Section 1350 Certifications |
Included |
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.
SYNC2 ENTERTAINMENT CORPORATION
November 18, 2008
/s/ John Moore
Date
JOHN MOORE, PRESIDENT