Kallo Inc. - Quarter Report: 2009 June (Form 10-Q)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[X]
|
QUARTERLY
REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR
THE QUARTERLY PERIOD ENDED JUNE 30, 2009
|
OR
|
|
[
]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Commission
file number 000-53183
PRINTING
COMPONENTS INC.
(Exact
name of registrant as specified in its charter)
NEVADA
(State
or other jurisdiction of incorporation or organization)
2795
Barton Street, East
Unit
5
Hamilton,
Ontario
Canada
L8E 2J8
(Address of
principal executive offices, including zip
code.)
(905)
578-3232
(Registrant’s
telephone number, including area code)
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
(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 last 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,”
“non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
Accelerated Filer
|
[ ]
|
Accelerated
Filer
|
[ ]
|
||
Non-accelerated
Filer
|
[ ]
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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 [
]
State
the number of shares outstanding of each of the issuer’s classes of common
equity, as of the latest practicable date: 16,721,502 as of August 6,
2009.
PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
PRINTING
COMPONENTS INC
|
|||||||
(A
DEVELOPMENT STAGE COMPANY)
|
|||||||
BALANCE
SHEETS
|
|||||||
June
30, 2009
|
December
31, 2008
|
||||||
(unaudited)
|
|
||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
|
$
|
1,834
|
$
|
629
|
|||
Total
Current Assets
|
1,834
|
629
|
|||||
Fixed
assets, net (Note 5)
|
8,102
|
9,674
|
|||||
|
|||||||
TOTAL
ASSETS
|
$
|
9,936
|
$
|
10,303
|
|||
LIABILITIES
AND SHAREHOLDERS' DEFICIENCY
|
|||||||
Current
liabilities:
|
|||||||
Accrued
liabilities - other
|
$
|
18,545
|
$
|
4,500
|
|||
Accrued
officers' salaries
|
150,000
|
150,000
|
|||||
Due
to officer/shareholder
|
10,799
|
-
|
|||||
Total
Current Liabilities
|
179,344
|
154,500
|
|||||
Shareholders'
Deficiency (Note 2)
|
|||||||
Preferred
Stock, $0.00001 par value,
|
|||||||
none
issued and outstanding
|
-
|
-
|
|||||
Common
Stock, $0.00001 par value, 100,000,000 shares authorized
|
|||||||
16,721,502 shares issued and outstanding at
|
|||||||
June
30, 2009 and December 31, 2008
|
167
|
167
|
|||||
Paid-In-Capital
|
172,508
|
172,508
|
|||||
Deficit
Accumulated during the Development Stage
|
(342,083)
|
(316,872)
|
|||||
Total
Shareholders' Deficiency
|
(169,408)
|
(144,197)
|
|||||
TOTAL
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
|
$
|
9,936
|
$
|
10,303
|
|||
SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
|
|||||||
F-1
|
-2-
PRINTING
COMPONENTS INC
|
|||||||||||
(A
DEVELOPMENT STAGE COMPANY)
|
|||||||||||
STATEMENT
OF OPERATIONS
|
|||||||||||
(UNAUDITED)
|
|||||||||||
December
12
|
|||||||||||
Three
Months
|
Three
Months
|
Six
Months
|
Six
Months
|
2006
|
|||||||
Ended
|
Ended
|
Ended
|
Ended
|
(inception)
to
|
|||||||
June
30, 2009
|
June
30, 2008
|
June
30, 2009
|
June
30, 2008
|
June
30, 2009
|
|||||||
Revenue:
|
$ |
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
15,887
|
|
Cost
of Sales:
|
|||||||||||
Inventory
- beginning of period
|
-
|
5,245
|
-
|
5,245
|
-
|
||||||
Purchases
|
-
|
-
|
-
|
-
|
12,840
|
||||||
Inventory
- end of period
|
-
|
-
|
-
|
-
|
-
|
||||||
-
|
5,245
|
-
|
5,245
|
12,840
|
|||||||
Gross
Profit
|
-
|
(5,245)
|
-
|
(5,245)
|
3,047
|
||||||
Expenses:
|
|||||||||||
Salaries
|
-
|
-
|
-
|
-
|
150,000
|
||||||
Professional
fees
|
5,677
|
13,037
|
19,438
|
19,733
|
113,261
|
||||||
Travel
|
-
|
-
|
-
|
-
|
22,717
|
||||||
Meals
and entertainment
|
-
|
-
|
-
|
-
|
11,145
|
||||||
Rent
|
1,225
|
1,573
|
2,815
|
3,163
|
14,800
|
||||||
Bad
debts
|
-
|
8,555
|
-
|
8,555
|
8,555
|
||||||
Web
page design
|
-
|
-
|
-
|
-
|
5,600
|
||||||
Office
|
1,020
|
881
|
1,117
|
1,527
|
6,484
|
||||||
Registration
fees
|
-
|
-
|
-
|
1,375
|
3,700
|
||||||
Depreciation
|
786
|
786
|
1,572
|
1,572
|
6,316
|
||||||
Bank
charges
|
106
|
183
|
257
|
340
|
1,601
|
||||||
Exchange
|
(54)
|
277
|
12
|
277
|
950
|
||||||
8,761
|
25,292
|
25,211
|
36,542
|
345,130
|
|||||||
|
|||||||||||
Net
Loss
|
$ |
(8,761)
|
$ |
(30,537)
|
$ |
(25,211)
|
$ |
(41,787)
|
$ |
(342,083)
|
|
Basic
and diluted net income per share
|
$ | - |
$
|
- |
$
|
- |
$
|
- | |||
Weighted average shares used in calculating | |||||||||||
Basic and diluted net loss per share | $ | 16,721,502 | 16,721,502 | 16,721,502 | 16,721,502 | ||||||
SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
|
|||||||||||
F-2
|
-3-
PRINTING
COMPONENTS INC
|
|||||||
(A
DEVELOPMENT STAGE COMPANY)
|
|||||||
STATEMENT
OF CASH FLOWS
|
|||||||
(UNAUDITED)
|
|||||||
December
12,
|
|||||||
Six
Months
Ended
|
Six
Months
Ended
|
2006
(inception)
to
|
|||||
June
30, 2009
|
June
30, 2008
|
June
30, 2009
|
|||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net
loss
|
$
|
(25,211)
|
$
|
(41,787)
|
$
|
(342,083)
|
|
Adjustments
to reconcile net income to cash used
|
|||||||
By
operating activities
|
|||||||
Depreciation
|
1,572
|
1,572
|
6,316
|
||||
Changes
in operating assets and liabilities
|
|||||||
Decrease
in accounts receivable
|
-
|
8,088
|
-
|
||||
Increase/(decrease)
in accounts payable
|
14,045
|
(934)
|
168,545
|
||||
Decrease/(increase)
in inventory
|
-
|
5,245
|
-
|
||||
NET
CASH USED BY OPERATING ACTIVITIES
|
(9,595)
|
(27,816)
|
(167,222)
|
||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Purchase
of fixed assets
|
-
|
-
|
(14,418)
|
||||
CASH
USED BY INVESTING ACTIVITIES
|
-
|
-
|
(14,418)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||||||
Officers
advances (repayments)
|
10,799
|
(32,932)
|
10,799
|
||||
Proceeds
from sale of common stock
|
-
|
-
|
172,675
|
||||
CASH
PROVIDED BY FINANCING ACTIVITIES
|
10,799
|
(32,932)
|
183,474
|
||||
NET
INCREASE (DECREASE) IN CASH
|
1,205
|
(60,748)
|
1,834
|
||||
CASH
|
|||||||
Cash
- Beginning of period
|
629
|
87,375
|
-
|
||||
Cash
- End of period
|
$ |
1,834
|
$
|
26,627
|
$
|
1,834
|
|
Supplemental
Disclosure of Cash Flow Information
|
|||||||
Taxes
paid
|
$ |
-
|
$
|
-
|
$
|
-
|
|
Interest
paid
|
$ |
-
|
$
|
-
|
$
|
-
|
|
SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
|
|||||||
F-3
|
-4-
PRINTING
COMPENTS INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO
THE FINANCIAL STATEMENTS
June 30,
2009
(UNAUDITED)
NOTE 1 –
ACCOUNTING POLICES AND OPERATIONS
INTERIM
FINANCAIL INFORMATION
The
interim financial statements of Printing Components Inc. are
unaudited. However, in the opinion of management, the interim data
includes all adjustments, consisting of only normal recurring adjustments,
necessary for a fair presentation of the results of the interim
period. The results of operation of the period ended June 30, 2009
are not necessarily indicative of the operation results for the entire
year.
The
interim financial statements are unaudited but, in the opinion of management,
reflect all adjustments necessary for a fair statement of the Company’s
financial position, results of operations and cash flows for the periods
presented. These adjustments consist of normal, recurring items. The results of
operations for any interim period are not necessarily indicative of results for
the full year. The interim financial statements and notes are presented as
permitted by the requirements for Quarterly Reports on Form 10-Q. This Quarterly
Report on Form 10-Q should be read in conjunction with the Company’s financial
statements and notes included in its 2008 Annual Report on Form
10-K.
ORGANIZATION
Printing
Components Inc. (the "Company"), a development stage company, was incorporated
in Nevada on December 12, 2006. The Company offers media, inks,
printing and graphic design services to the large format digital printing
industry. At June 30, 2009, the Company has commenced business
operations. The Company’s fiscal year ends on December 31st.
CASH AND
CASH EQUIVALENTS
The
Company considers all highly liquid debt instruments with original maturities of
three months or less to be cash equivalents.
EARNINGS
PER SHARE
The
Company computes earnings per share in accordance with Statement of Accounting
Standards No. 128 “Earnings per Share (“SFAS No. 128”). Under the
provision of SFAS No. 128, basic earnings per share is computed by dividing the
net income (loss) for the period by the weighted average number of commons hares
outstanding during the period. Diluted earnings per share is computed
by dividing the net income (loss) for the period by the weighted average number
of common and potentially dilutive common shares outstanding during the
period. There were no potentially dilutive common shares outstanding
during the period.
USE OF
ESTIMATES
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates.
INVENTORY
Inventory
is valued at the lower of cost or market on the first in, first out
basis. The inventory at June 30, 2009 consisted entirely of finished
goods.
DEPRECIATION
The cost
of computers and furniture is depreciated over the estimated useful life of the
related assets from 3 to 7 years.
F-4
-5-
PRINTING
COMPENTS INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO
THE FINANCIAL STATEMENTS
June 30,
2009
(UNAUDITED)
INCOME
TAXES
The
company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, “Accounting for Income Taxes” Under the assets and
liability method of Statement 109, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or
settled.
The
Company adopted FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty
in Income Taxes,” which prescribes a comprehensive model for how a company
should recognize, measure, present and disclose in its financial statements
uncertain tax positions that the Company has taken or expects to take on a tax
return (including a decision whether to file or not to file a return in a
particular jurisdiction).
REVENUE
RECOGNITION
Revenue
from sale of printing products is reported on the accrual basis of accounting,
whereby the sale is recorded upon the delivery or transfer of title of the
goods.
FAIR
VALUE OF FINANCIAL INSTRUMENTS
The
Company considers that the carrying amounts of financial instruments, including
accounts payable, approximates fair value because of the short maturity of these
instruments
RECENT
ACCOUNTING PRONOUNCMENTS
Effective
January 1, 2009, the Company adopted FSP No. FAS 141(R)-1, "Accounting
for Assets Acquired and Liabilities Assumed in a Business Combination That Arise
from Contingencies," (FSP FAS 141(R)-1), which was issued on April 1, 2009. FSP
FAS 141(R)-1 applies to all assets acquired and liabilities assumed in a
business combination that arise from certain contingencies as defined in this
FSP and requires (i) an acquirer to recognize at fair value, at the acquisition
date, an asset acquired or liability assumed in a business combination that
arises from a contingency if the acquisition-date fair value of that asset or
liability can be determined during the measurement period otherwise the asset or
liability should be recognized at the acquisition date if certain defined
criteria are met; (ii) contingent consideration arrangements of an acquiree
assumed by the acquirer in a business combination be recognized initially at
fair value; (iii) subsequent measurements of assets and liabilities arising from
contingencies be based on a systematic and rational method depending on their
nature and contingent consideration arrangements be measured subsequently in
accordance with the provisions of SFAS 141(R); and (iv) disclosures of the
amounts and measurement basis of such assets and liabilities and the nature of
the contingencies.
In April
2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Values When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly." This FSP provides
guidance on (1) estimating the fair value of an asset or liability when the
volume and level of activity for the asset or liability have significantly
declined and (2) identifying transactions that are not orderly. The FSP also
amends certain disclosure provisions of SFAS No. 157 to require, among other
things, disclosures in interim periods of the inputs and valuation techniques
used to measure fair value as well as disclosure of the hierarchy of the source
of underlying fair value information on a disaggregated basis by specific major
category of investment. For the Company, this FSP was effective prospectively
beginning April 1, 2009. The adoption of this standard did not have a material
impact on the Company's results of operations or financial
condition.
F-5
-6-
PRINTING
COMPENTS INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO
THE FINANCIAL STATEMENTS
June 30,
2009
(UNAUDITED)
RECENT ACCOUNTING PRONOUNCMENTS
(continued)
In April
2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, "Recognition and
Presentation of Other-Than-Temporary Impairments" (FSP 115-2). This FSP modifies
the requirements for recognizing other-than-temporarily impaired debt securities
and changes the existing impairment model for such securities. The FSP also
requires additional disclosures for both annual and interim periods with respect
to both debt and equity securities. Under the FSP, impairment of debt securities
will be considered other-than-temporary if an entity (1) intends to sell
the security, (2) more likely than not will be required to sell the security
before recovering its cost, or (3) does not expect to recover the security's
entire amortized cost basis (even if the entity does not intend to sell). The
FSP further indicates that, depending on which of the above factor(s) causes the
impairment to be considered other-than-temporary, (1) the entire shortfall of
the security's fair value versus its amortized cost basis or (2) only the credit
loss portion would be recognized in earnings while the remaining shortfall (if
any) would be recorded in other comprehensive income. FSP 115-2 requires
entities to initially apply the provisions of the standard to previously
other-than-temporarily impaired debt securities existing as of the date of
initial adoption by making a cumulative-effect adjustment to the opening balance
of retained earnings in the period of adoption. The cumulative-effect adjustment
potentially reclassifies the noncredit portion of a previously
other-than-temporarily impaired debt security held as of the date of initial
adoption from retained earnings to accumulated other comprehensive income. For
the Company, this FSP was effective beginning April 1, 2009. The adoption of
this standard did not have a material impact on the Company's results of
operations or financial condition.
In April
2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, "Interim Disclosures about
Fair Value of Financial Instruments." This FSP essentially expands the
disclosure about fair value of financial instruments that were previously
required only annually to also be required for interim period reporting. In
addition, the FSP requires certain additional disclosures regarding the methods
and significant assumptions used to estimate the fair value of financial
instruments. This FSP was effective for the Company beginning April 1, 2009 on a
prospective basis.
In May
2009, the FASB issued SFAS No. 165, "Subsequent Events." This standard
incorporates into authoritative accounting literature certain guidance that
already existed within generally accepted auditing standards, with the
requirements concerning recognition and disclosure of subsequent events
remaining essentially unchanged. This guidance addresses events which occur
after the balance sheet date but before the issuance of financial statements.
Under SFAS No.165, as under previous practice, an entity must record the effects
of subsequent events that provide evidence about conditions that existed at the
balance sheet date and must disclose but not record the effects of subsequent
events which provide evidence about conditions that did not exist at the balance
sheet date. This standard added an additional required disclosure relative to
the date through which subsequent events have been evaluated and whether that is
the date on which the financial statements were issued. For the Company,
this standard was effective beginning April 1, 2009.
In June
2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets-an amendment of FASB Statement No. 140," amending the guidance on
transfers of financial assets to, among other things, eliminate the qualifying
special purpose entity concept, include a new unit of account definition that
must be met for transfers of portions of financial assets to be eligible for
sale accounting, clarify and change the derecognition criteria for a transfer to
be accounted for as a sale, and require significant additional disclosure. For
the Company, this standard is effective for new transfers of financial assets
beginning January 1, 2010. Because the Company historically does not have
significant transfers of financial assets, the adoption of this standard is not
expected to have a material impact on the Company's results of operations or
financial condition.
F-6
-7-
PRINTING
COMPENTS INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO
THE FINANCIAL STATEMENTS
June 30,
2009
(UNAUDITED)
RECENT
ACCOUNTING PRONOUNCMENTS (continued)
In June
2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No.
46(R)," which revised the consolidation guidance for variable-interest entities.
The modifications include the elimination of the exemption for qualifying
special purpose entities, a new approach for determining who should consolidate
a variable-interest entity, and changes to when it is necessary to reassess who
should consolidate a variable-interest entity. For the Company, this standard is
effective January 1, 2010. The Company is currently evaluating the impact of
this standard, but would not expect it to have a material impact on the
Company's results of operations or financial condition.
In June
2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
CodificationTM and the
Hierarchy of Generally Accepted Accounting Principles a replacement of FASB
Statement No. 162," and approved--the FASB Accounting Standards
CodificationTM
(Codification) as the single source of authoritative nongovernmental US GAAP.
The Codification does not change current US GAAP, but is intended to simplify
user access to all authoritative US GAAP by providing all the authoritative
literature related to a particular topic in one place. All existing accounting
standard documents will be superseded and all other accounting literature not
included in the Codification will be considered non-authoritative. For the
Company, the Codification is effective July 1, 2009 and will require future
references to authoritative US GAAP to coincide with the appropriate section of
the Codification. Accordingly, this standard will not have an impact on the
Company's results of operations or financial condition.
GOING
CONCERN
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The
assets and the satisfaction of liabilities in the normal course of
business. The amounts of assets and liabilities in the financial
statements do not purport to represent realizable or settlement
values. However, the Company has incurred an operating
loss. Such loss may impair its ability to obtain additional
financing
This
factor raises substantial doubt about the Company’s ability to continue as a
going concern. The financial statements do no include any adjustments
that might result from the outcome of this uncertainty. The Company
has met its historical working capital requirements from sale of capital
shares. Owners of the share, in order not to burden the Company, have
agreed to provide funding to the Company to pay its annual audit fees, filing
costs and legal fees as long as the board of directors deems it
necessary. However, there can be no assurance that such financial
support shall be ongoing or available on terms or conditions acceptable to the
Company
NOTE 2 –
SHAREHOLDERS EQUITY
On
December 12, 2006 the Company issued 5,000,000 shares of common stock, par value
$0.00001 per share, to its initial shareholders in exchange for $50 in
cash. In the year ending December 31, 2007, the company sold 490,500
shares of common stock at $0.25 per share for total proceeds $122,625 and 83,334
shares of common stock at $0.60 per share for total proceeds of
$50,000.
NOTE 3 –
RELATED PARTY TRANSACTIONS
A
shareholder/officer has provided funding to pay for the initial operating
expenses of the Company. The amount of $10,799 was
provided to the company in supporting company’s operation for the first half of
the year 2009.
F-7
-8-
PRINTING
COMPENTS INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO
THE FINANCIAL STATEMENTS
June 30,
2009
(UNAUDITED)
NOTE 4 –
DUE TO SHAREHOLDER
Amounts
due to shareholder are non-interest bearing and have no definite terms of
repayment
NOTE 5 –
EQUIPMENT
|
Net
Book Value
|
||||||||
|
Accumulated
|
June
30,
|
June
30,
|
||||||
Cost
|
Depreciation
|
2009
|
2008
|
||||||
Furniture
|
$
|
8,694
|
$
|
2,180
|
$
|
6,204
|
$
|
7,754
|
|
Computer
|
5,724
|
3,350
|
1,898
|
4,278
|
|||||
$
|
14,418
|
$
|
5,530
|
$
|
8,102
|
$
|
12,032
|
||
F-8
-9-
ITEM
2.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.
|
This section of the
report includes a number of forward-looking statements that reflect out current
views with respect to future events and financial performance. Forward-looking
statements are often identified by words like: believe, expect, estimate,
anticipate, intend, project and similar expressions, or words which, by their
nature, refer to future events. You should not place undue certainty on these
forward-looking statements, which apply only as of the date of this report.
These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results or
our predictions.
Our auditors have
issued a going concern opinion. This means that our auditors believe there is
substance doubt that we can continue as an on-going business for the next twelve
months unless we obtain additional capital to pay out bills. This is because we
have not generated substantial revenues and do not anticipate generating
on-going revenue until we complete the development of our website and engage
suppliers and customers to buy out products. Our only other source for cash at
this time is investments by others in our company. Accordingly, we have raised a
total of $172,625 in gross proceeds from our initial public offering and a
December 28, 2007 share sale. We are using the proceeds to implement our
project.
We have opened our
office, purchased furniture and computers, installed phone lines and acquired
finished goods for resale and made sales in the amount of
$15,887. Suppliers have been contacted and initial inventory
has been purchased at cost allowing for resale at reasonable margins. We have
negotiated with our suppliers delivery timetable which minimizes the amount of
inventory required on hand to meet sales demand.
Plan
of Operation
Our
specific goal is to profitably introduce a comprehensive supply of products on
our internet website to the printing industry. We are presently interviewing
people with a background in graphics and computer programming. Once a suitable
candidate is selected we will begin programming and designing the site providing
us better control of the content and design of the site. This candidate once
selected will start part time for the first 90 days and phase into a full time
position.
By attending Trade
Shows, we are able to observe firsthand which new products are introduced and
the interest generated by print shop owner/operators in the printing industry.
Each show we attend provides us the opportunity to meet personally with key
management of small and medium size manufacturers to discuss the opportunity of
marketing and distributing their products on a non-exclusive basis. This will
prove to be a valuable tool for providing us with a current list of suppliers,
key management contacts, and an insight into upcoming products being released to
the industry. We can also ascertain what the manufacturers deem to be key
advantages of their products.
Once this information
is complied, we will enter it into our database: contact person, date we met,
location of the meeting and product used. This information can then be tailored
to create a personalized approach for e-mailing, telemarketing, direct mailing
and/or personal visits. Where possible, we would like to offer products and
services by direct link to their website.
Limited
operating history; need for additional capital
There
is no historical financial information about us upon which to base an evaluation
of our performance. We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources and possible cost
overruns due to price increases in services and products.
-10-
To become profitable
and competitive, we have to locate and negotiate agreements with manufacturers
to offer their products for sale to us at pricing that will enable us to
establish and sell the products to our clientele.
We have no assurance
that future financing will be available to us on acceptable terms. If financing
is not available on satisfactory terms, we may be unable to continue, develop,
or expand out operations. Equity financing could result in additional dilution
to existing shareholders.
Results
of operations
From
Inception on December 12, 2006 to June 30, 2009
During the year 2007,
we incorporated the company, hired the attorney and the auditor and began to
negotiate contracts and sell product.
During the year 2008,
we have continued with negotiating with suppliers and sourcing products. Our
loss since inception is $347,794. We have started our proposed business
operations, we have completed our public offering and completed a subsequent
share offering.
Since inception, we
sold 5,000,000 pre-dividend shares of common stock to our officers and directors
for $50; 490,500 pre-dividend shares of common stock at $0.25 per share for
$122,625; and, 83,334 pre-dividend shares of common stock at $0.60 per share for
$50,000.
Over the past year,
we attended several trade shows establishing contacts with many manufactures
through out the USA, working closely with an agent who has developed similar
relationships.
Our research found a
demand for third party high quality inks and demand for refillable ink
cartridges for large format printers.
Liquidity and
capital resources
As of the date of
this report, we have generated $15,887 in revenues from our business
operations.
In December 2006, we
issued 5,000,000 pre-dividend shares of common stock pursuant to the exemption
contained in Reg. S of the Securities Act of 1933. This was accounted for as a
sale of common stock.
On June 25, 2007, we
completed our public offering of 490,500 shares of pre-dividend common stock at
an offering price of $0.25 per share. We raised
$122,625.
On December 28, 2007,
we sold 83,334 restricted pre-dividend shares of the Company common stock
pursuant to the exemption contained in Reg. S of the Securities Act of 1933, as
amended at an offering price of $0.60 per share we raised
$50,000.
A stock dividend was
declared on February 11, 2008, wherein two additional common shares were issued
for each one common share issued and outstanding as at February 25,
2008.
As of June 30, 2009,
our total assets were $9,936 in cash, fixed assets and our total liabilities
were $178,144 comprised of $17,345 in accrued liabilities and $150,000 in
accrued officer salaries.
ITEM
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
|
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this
item.
-11-
ITEM
4.
|
CONTROLS
AND PROCEDURES.
|
Under the supervision
and with the participation of our management, including the Principal Executive
Officer and Principal Financial Officer, we have evaluated the effectiveness of
our disclosure controls and procedures as required by Exchange Act Rule
13a-15(b) as of the end of the period covered by this
report. Based on that evaluation, the Principal Executive Officer and Principal
Financial Officer have concluded that these disclosure controls and procedures
are effective. There were no changes in our internal control over financial
reporting during the quarter June 30, 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
PART
II. OTHER INFORMATION
ITEM
6.
|
EXHIBITS.
|
The following
documents are included herein:
Exhibit
No.
|
Document
Description
|
31.1
|
Certification
of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley
Act of 2002.
|
31.2
|
Certification
of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley
Act of 2002.
|
32.1
|
Certification
of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act
of 2002.
|
32.2
|
Certification
of Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act
of 2002.
|
-12-
SIGNATURES
Pursuant to the
requirements of 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
on this 13th day of August, 2009.
PRINTING
COMPONENTS INC.
|
||
BY:
|
HERB
ADAMS
|
|
Herb
Adams
President,
Principal Executive Officer, and a member of the Board of
Directors
|
||
BY:
|
VINOD
GANDHI
|
|
Vinod
Gandhi
Treasurer,
Principal Financial Officer, and Principal Accounting
Officer.
|
-13-
EXHIBIT
INDEX
Exhibit
No.
|
Document
Description
|
31.1
|
Certification
of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley
Act of 2002.
|
31.2
|
Certification
of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley
Act of 2002.
|
32.1
|
Certification
of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act
of 2002.
|
32.2
|
Certification
of Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act
of 2002.
|
-14-