Mawson Infrastructure Group Inc. - Quarter Report: 2011 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
or
. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________to___________________________
Commission File Number: 000-52545
Denali Concrete Management, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 88-0445167 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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123 West Nye Lane, Suite 129, Carson City, NV | 89706 |
(Address of principal executive offices) | (Zip Code) |
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(805) 235-0139 | |
(Registrant’s telephone number, including area code) | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 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 X . No .
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of November 8, 2011: 11,370,430.
Table of Contents
Page
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
2
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
DENALI CONCRETE MANAGEMENT, INC
CONDENSED BALANCE SHEET
SEPTEMBER 30, 2011 and December 31, 2010
ASSETS |
| September 30, 2011 |
| December 31, 2010 | |||
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| unaudited |
| audited | |||
Current assets |
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| Cash |
| $ | 0 | $ | 0 | |
| Accounts receivable-trade |
| 0 |
| 0 | ||
| Other current assets |
| 0 |
| 0 | ||
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| Total current assets |
| 0 |
| 0 | |
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| Total assets | $ | 0 | $ | 0 |
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LIABILITIES AND STOCKHOLDER'S EQUITY |
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Current liabilities |
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| Accounts payable | $ | 1,996 | $ | 12,238 | ||
| Notes payable |
| 56,465 |
| 64,680 | ||
| Accrued legal fees payable |
| 315 |
| 3,379 | ||
| Accrued interest |
| 31,256 |
| 26,891 | ||
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| Total current liabilities |
| 90,032 |
| 107,188 | |
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| Total liabilities |
| 90,032 |
| 107,188 |
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Stockholder's equity |
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| Preferred stock 1,000,000 shares authorized, 0 outstanding |
| 0 |
| 0 | ||
| Common stock 50,000,000 shares authorized, par value $.001 11,370,430 shares outstanding |
| 11,370 |
| 11,370 | ||
| Paid in capital |
| 127,535 |
| 127,535 | ||
| Retained earnings |
| (228,937) |
| (246,093) | ||
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| Total shareholder's equity |
| (90,032) |
| (107,188) | |
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| Total liabilities and shareholder's equity | $ | 0 | $ | 0 |
The accompanying notes are an integral part of the unaudited condensed financial statements.
3
DENALI CONCRETE MANAGEMENT, INC
UNAUDITED CONDENSED STATEMENT OF OPERATION
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
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| 2011 |
| 2010 |
Revenue | $ | 0 | $ | 0 | ||
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Cost of revenue |
| 0 |
| 0 | ||
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Gross profit |
| 0 |
| 0 | ||
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Expenses |
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| Other costs |
| 2,502 |
| 451 | |
| Legal and accounting |
| 25,977 |
| 6,790 | |
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| Total expenses |
| 28,479 |
| 7,241 |
| Net income (loss) from operations |
| (28,479) |
| (7,241) | |
Other income and (expense) |
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| Gain on retention of deposit |
| 50,000 |
| 0 | |
| Interest expense |
| (4,365) |
| (5,170) | |
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Net income (loss) |
| 17,156 |
| (12,411) | ||
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Net loss per common share | $ | 0.01 | $ | (0.01) | ||
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Weighted average of shares outstanding |
| 11,370,430 |
| 11,370,430 | ||
The accompanying notes are an integral part of the unaudited condensed financial statements.
4
DENALI CONCRETE MANAGEMENT, INC
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS-INDIRECT METHOD
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
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| 2011 |
| 2010 |
CASH FLOWS FROM OPERATING ACTIVITIES |
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| Net (loss) | $ | 17,156 | $ | (12,411) | |
| Adjustments to reconcile net income to net cash provided by operating activities |
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| Increase in deposit liability |
| 0 |
| 0 |
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| Increase (Decrease) in accounting fees payable |
| 0 |
| 0 |
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| (Increase) Decrease in accounts receivable |
| 0 |
| 0 |
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| Increase (Decrease) in notes payable |
| (29,220) |
| 0 |
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| Increase (Decrease) in accounts payable |
| (10,242) |
| (3,003) |
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| Increase (Decrease) in legal fees payable |
| (3,064) |
| 1,510 |
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| Increase in accrued interest payable |
| 4,365 |
| 5,170 |
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| Rounding |
| 0 |
| 0 |
NET CASH PROVIDED BY OPERATING ACTIVITIES |
| (21,005) |
| (8,734) | ||
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INVESTING ACTIVITIES |
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| Purchase of assets |
| 0 |
| 0 |
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FINANCING ACTIVITIES |
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| Sale of stock |
| 0 |
| 0 |
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| Assumption of debt |
| 9,238 |
| 0 |
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| Short term borrowings related parties |
| 11,767 |
| 8,734 |
NET CASH REALIZED FROM FINANCING ACTIVITIES |
| 21,005 |
| 8,734 | ||
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INCREASE IN CASH AND CASH EQUIVALENTS |
| 0 |
| 0 | ||
CASH AND CASH EQUIVALENTS AT BEGINNING |
| 0 |
| 0 | ||
CASH AND CASH EQUIVALENTS AT ENDING | $ | 0 | $ | 0 | ||
The accompanying notes are an integral part of the unaudited condensed financial statements.
5
DENALI CONCRETE MANAGEMENT, INC.
Footnotes to the Unaudited Condensed Financial Statements
September 30, 2011 and 2010
1.
Organization and basis of presentation
Basis of presentation
The accompanying interim condensed financial statements are unaudited, but in the opinion of management of Denali, Inc. (the Company), contain all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position at September 30, 2011, the results of operations for the nine months ended September 30, 2011 and 2010, and cash flows for the nine months ended September 30, 2011 and 2010. The balance sheet as of December 31, 2010 is derived from the Company’s audited financial statements.
Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the Securities and Exchange Commission.
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, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates.
The results of operations for the nine months ended September 30, 2011 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2011.
Description of business
The Company was incorporated under the laws of the State of Nevada on September 20, 1997. The Company for the past several years has had no activity. Denali, Inc (the “Company) is a shell entity that is in the market for a merger with an appropriate company.
Net loss per share
Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period.
2.
New accounting pronouncements
The following accounting pronouncements if implemented would have no effect on the financial statements of the Company.
In January 2010, the Financial Accounting Standards Board ("FASB") issued an accounting standard update, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements. The Update would affect all entities that are required to make disclosures about recurring and nonrecurring fair value measurements. The Board concluded that users will benefit from improved disclosures in this Update and that the benefits of the increased transparency in financial reporting will outweigh the costs of complying with the new requirements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 30, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact this update will have on our financial statements.
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DENALI CONCRETE MANAGEMENT, INC.
Footnotes to the Unaudited Condensed Financial Statements
September 30, 2011 and 2010
In January 2010, the Financial Accounting Standards Board ("FASB") issued an accounting standard update to address implementation issues related to the changes in ownership provisions in the Consolidation-Overall Subtopic (Subtopic 810-10) of the FASB Accounting Standards Codification?, originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction.
In December 2009, the Financial Accounting Standards Board ("FASB") issued an accounting standard update for improvements to financial reporting by enterprises involved with Variable Interest Entities. The subsections clarify the application of the General Subsections to certain legal entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support [FIN 46(R), paragraph 1, sequence 55.1] or, as a group, the holders of the equity investment at risk lack any one of the following three characteristics: [FIN 46(R), paragraph 1, sequence 55.2:
a. The power, through voting rights or similar rights, to direct the activities of a legal entity that most significantly impact the entity's economic performance [FIN 46(R), paragraph 1, sequence 55.2.1];
b. The obligation to absorb the expected losses of the legal entity [FIN 46(R), paragraph 1, sequence 55.2.2];
c. The right to receive the expected residual returns of the legal entity. [FIN 46(R), paragraph 1, sequence 55.2.3].
The amendments in this update to the Accounting Standards Codification are the result of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The adoption of this update to improving the financial reporting by enterprises involved with Variable Interest Entities, as codified in ASC 810, did not have any impact on the Company's financial statements.
In December 2009, the Financial Accounting Standards Board ("FASB") issued an accounting standard update, Transfers and Servicing (Topic 860) Accounting for Transfers of Financial Assets. The amendments in this update to the Accounting Standards Codification are the result of FASB Statement No. 166, Accounting for Transfers of Financial Assets. The adoption of this update did not have any impact on the Company's financial statements.
The FASB has issued FASB Accounting Standards Update (ASU) No. 2010-22, Accounting for Various Topics. ASU 2010-22 amends various SEC paragraphs in the FASB Accounting Standards CodificationTM (Codification) based on external comments received and the issuance of Staff Accounting Bulletin (SAB) No. 112 , which amends or rescinds portions of certain SAB topics. Specifically, SAB 112 was issued to bring existing SEC guidance into conformity with: Codification Topic 805, Business Combinations (originally issued as FASB Statement No. 141 (Revised December 2007), Business Combinations); and Codification Topic 810, Consolidation (originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements).
In May 2011, the FASB issued new authoritative guidance to provide a consistent definition of fair value and ensure that fair value measurements and disclosure requirements are similar between GAAP and International Financial Reporting Standards. This guidance changes certain fair value measurement principles and enhances the disclosure requirements for fair value measurements. This guidance is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively. The Company does not expect that the adoption of this guidance will have a material impact on its financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.
3.
Related party transaction
Various founders of the Company have performed consulting services for which the Company has paid them consulting fees as voted on during the initial board of directors meeting. There were no monies paid during the nine months ended September 30, 2011 and 2010.
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DENALI CONCRETE MANAGEMENT, INC.
Footnotes to the Unaudited Condensed Financial Statements
September 30, 2011 and 2010
The Company borrowed $11,767 and $8,734 from various related parties and shareholders of the Company for working capital purposes as of September 30, 2011 and 2010 respectively. In addition, the related parties assumed $9,238 of accounts payable liabilities as of September 30, 2011.
During September, 2011, related parties were paid $29,220 towards reduction of Note payable. As of September 30, 2011 and 2010, outstanding balances on Notes payable were $56,465 and $60,975, respectively.
4.
Three Month Data – Third Quarter 2011 and 2010
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| 2011 |
| 2010 |
Revenue | $ | 0 | $ | 0 |
Expenses |
| (22,459) |
| (2,170) |
Operating Loss |
| (22,459) |
| (2,170) |
Other Revenue and Expense |
| (1,542) |
| (1,805) |
Three month operating loss |
| (24,001) |
| 3,975) |
Gain on retention of deposit |
| 50,000 |
| 0 |
Three Month Operating Loss | $ | 25,999 | $ | (3,975) |
5.
Going concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, the company has a net loss from operations of $32,844, a negative working capital deficiency of $90,032 and a stockholders’ deficiency of $90,032. These factors raise substantial doubt about its ability to continue as a going concern. The ability to the Company to continue as a going concern is dependent on the company’s ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern.
6.
Subsequent events
On June 5, 2011, the Company entered into an agreement with Can-Fite Biopharma Ltd., an Israeli corporation, with respect to a possible Share Exchange Transaction with a closing date of June 30, 2011. On July 2, 2011, the Company entered into an amendment which extended the closing to on or before July 31, 2011. A $50,000 good faith deposit was made and held in trust by an escrow agent. All other terms of the original agreement remained unchanged. On July 31, 2011, the deposit became non-refundable and the Company received the deposit funds. On August 4, 2011, the Company entered into a second amendment which extended the closing to on or before August 28, 2011. In consideration of this extension, an additional $15,000 was paid to cover any additional accounting and filing costs and $15,000 was returned to a private party. All other terms of the original agreement remained unchanged. As of the date of filing, no additional extensions to the agreement have been granted and as of the date of filing the Company has not concluded its agreement.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K and with the unaudited consolidated financial statements and related notes thereto presented in this Quarterly Report on Form 10-Q.
This Quarterly Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.
Description of Business.
Denali Concrete Management, Inc. was originally incorporated in the State of Nevada on December 10, 1999 under the name Bridge Capital.com, Inc. Bridge Capital.com, Inc. was a nominally capitalized corporation which did not commence its operations until it changed its name to Denali Concrete Management in March 2001. We were a concrete placement company specializing in providing concrete improvements in the road construction industry. Denali operated primarily in Anchorage, Alaska placing curb & gutter, sidewalks and retaining walls for state, municipal and military projects.
The Company encountered numerous problems and ceased its operations. The Company has now focused its efforts on seeking a business opportunity.
On June 5, 2011, we entered into an agreement with Can-Fite Biopharma Ltd., an Israeli corporation (“Can-Fite”), pursuant to which Can-Fite has agreed to grant us an exclusive worldwide license for its therapeutic drug for the field of ophthalmic diseases in return for which we have agreed to grant shares and warrants representing approximately 90% of the issued share capitalization of our company. The license will be granted to an Israeli subsidiary of Can-Fite which will be transferred in whole to us at closing. The license will be subject to a 2.5% royalty payable to Can-Fite as to be provided in a license agreement to be negotiated between us and Can-Fite prior to closing. Also at closing management of our company would be changed to persons designated by Can-Fite. Our agreement with Can-Fite contains representations and warranties and due diligence requirements of the parties customary to a transaction of this nature.
On July 2, 2011, the Company entered into an amendment which extended the closing to on or before July 31, 2011. A $50,000 good faith no-shop deposit was made by a third party, to be held in trust by an escrow agent. All other terms of the original agreement remain unchanged. On July 31, 2011, the deposit became non-refundable. On August 4, 2011, the Company entered into a second amendment which extended the closing to on or before August 28, 2011. In consideration of this extension, Can-Fite paid $15,000 to cover any additional accounting and filing costs incurred since July 31, 2011, and $15,000 held in escrow was returned to the third party. No further extensions have been granted and the agreement with Can-Fite has expired. Nevertheless, management has continued to negotiate a transaction with Can-Fite and anticipates that a transaction may be completed during fourth quarter 2011.
Results of Operations –Three and Nine Months Ended September 30, 2011 Compared to the Three and Nine Months Ended September 30, 2010
As of September 30, 2011, we have no available cash on hand and have experienced losses since inception. We did not generate any revenues from operations during the periods ended September 30 or September 30, 2011 and 2010. Expenses during the nine-month period ended September 30, 2011 were $28,479 with interest expense of $4,365 compared to expenses of $7,241 with interest expense of $5,170 for the nine-month period ended September 30, 2010. Expenses for both periods consisted entirely of general and administrative expenses. These expenses were due to professional, legal and accounting fees relating to our reporting requirements.
We realized a net gain on the retention of a deposit of $50,000. As a result of the foregoing factor, we realized net income of $17,156 for the nine-month period ended September 30, 2011, compared to a net loss of $12,411 for the nine-month period ended September 30, 2010.
9
Liquidity and Capital Resources
The Company’s balance sheet as of September 30, 2011, reflects total assets of $0. As of September 30, 2011, our liabilities were $90,032 which included $1,996 in accounts payable, $56,465 in notes payable, $315 in accrued legal fees, and $31,256 in accrued interest. Various founders of the Company have performed consulting services for which the Company has paid them consulting fees as voted on during the initial board of directors meeting. There were no monies paid during the nine months ended September 30, 2011 and 2010.
The Company borrowed $11,767 and $8,734 from various related parties and shareholders of the Company for working capital purposes as of September 30, 2011 and 2010, respectively. We anticipate our expenses for the next twelve months will be approximately $20,000. In the past we have relied on advances from our president to cover our operating costs. Management anticipates that we will receive sufficient advances from our president to meet our needs through the next twelve months. However, there can be no assurances to that effect.
The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company may eventually acquire.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we have elected not to provide the disclosure required by this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
Our President, who is also our principal financial officer, after evaluating 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 (the “Evaluation Date”), has concluded that as of the Evaluation Date, our disclosure controls and procedures were effective to provide 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 the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting.
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our most recent quarter ended September 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 6. Exhibits
10
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.
Denali Concrete Management, Inc.
Date: November 9, 2011
By: /s/ Mathew G. Rule
Mathew G. Rule, President
(Principal Executive and Financial Officer)
11