Max Sound Corp - Quarter Report: 2008 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
FORM
10-Q
_______________
|
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended June 30, 2008
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the transition period from
______to______.
43010,
INC.
(Exact
name of registrant as specified in Charter
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DELAWARE
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000-51886
|
|||
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(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
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(IRS
Employee Identification No.)
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4400
Route 9 South, #1000, Freehold, New Jersey 07728
(Address
of Principal Executive Offices)
_______________
(732)
446-0546
(Issuer
Telephone number)
_______________
(Former
Name or Former Address if Changed Since Last Report)
Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes x Noo
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):
Large
Accelerated Filer o Accelerated
Filer o Non-Accelerated
Filer o 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 o
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of as of July 25, 2008: 100,000 shares of Common Stock.
43010,
INC.
FORM
10-Q
June
30, 2008
INDEX
PART
I-- FINANCIAL INFORMATION
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Item
1.
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Financial
Statements
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition
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Item
3
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Quantitative
and Qualitative Disclosures About Market Risk
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|
Item
4T.
|
Control
and Procedures
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PART
II-- OTHER INFORMATION
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Item
1
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Legal
Proceedings
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Item
1A
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Risk
Factors
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
|
|
Item
3.
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Defaults
Upon Senior Securities
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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Item
5.
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Other
Information
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Item
6.
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Exhibits
and Reports on Form 8-K
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SIGNATURE
Item 1. Financial
Information
43010,
Inc.
(a
development stage company)
FINANCIAL
STATEMENTS
AS OF
June 30, 2008
43010,
Inc.
(a
development stage company)
Financial
Statements Table of Contents
| FINANCIAL STATEMENTS | Page # |
| Balance Sheet | F-1 |
| Statement of Operations and Retained Deficit | F-2 |
| Statement of Stockholders Equity | F-3 |
| Cash Flow Statement | F-4 |
| Notes to the Financial Statements | F-5 |
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43010,
Inc.
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||||||||
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(a
development stage company)
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||||||||
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BALANCE
SHEET
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||||||||
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As
of June 30, 2008 and December 31, 2007
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ASSETS
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||||||||
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CURRENT
ASSETS
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6/30/2008
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12/31/2007
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||||||
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Cash
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$ | - | $ | - | ||||
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Total
Current Assets
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- | - | ||||||
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TOTAL
ASSETS
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$ | - | $ | - | ||||
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LIABILITIES AND
STOCKHOLDERS' EQUITY
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||||||||
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CURRENT
LIABILITIES
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||||||||
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Accrued
Expenses
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$ | 3,900 | $ | 3,150 | ||||
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Total
Current Liabilities
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3,900 | 3,150 | ||||||
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TOTAL
LIABILITIES
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$ | 3,900 | $ | 3,150 | ||||
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STOCKHOLDERS'
EQUITY
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||||||||
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Preferred Stock
- Par value $0.001;
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||||||||
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Authorized:
10,000,000
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||||||||
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None
issues and outstanding
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$ | - | $ | - | ||||
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Common
Stock - Par value $0.001;
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||||||||
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Authorized:
100,000,000
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||||||||
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Issued
and Outstanding: 100,000
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100 | 100 | ||||||
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Additional
Paid-In Capital
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- | - | ||||||
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Accumulated
Deficit
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(4,000 | ) | (3,250 | ) | ||||
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Total
Stockholders' Equity
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(3,900 | ) | (3,150 | ) | ||||
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TOTAL
LIABILITIES AND EQUITY
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$ | - | $ | - | ||||
The accompanying notes are an integral part of these financial
statements.
F-1
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43010,
Inc.
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||||||||||||
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(a
development stage company)
|
||||||||||||
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STATEMENT
OF OPERATIONS
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||||||||||||
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For
the six months ending June 30, 2008 and 2007 and
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||||||||||||
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from
inception (December 9, 2005) through June 30, 2008
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||||||||||||
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6
MONTHS
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6
MONTHS
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FROM
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||||||||||
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ENDING
|
ENDING
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INCEPTION
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||||||||||
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6/30/2008
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6/30/2007
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TO
06/30/08
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||||||||||
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REVENUE
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$ | - | $ | - | $ | - | ||||||
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COST OF
SERVICES
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- | - | - | |||||||||
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GROSS PROFIT OR
(LOSS)
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- | - | - | |||||||||
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GENERAL AND
ADMINISTRATIVE EXPENSES
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750 | 500 | 4,000 | |||||||||
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NET INCOME
(LOSS)
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(750 | ) | (500 | ) | (4,000 | ) | ||||||
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ACCUMULATED DEFICIT,
BEGINNING BALANCE
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(3,250 | ) | (1,850 | ) | - | |||||||
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ACCUMULATED DEFICIT,
ENDING BALANCE
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$ | (4,000 | ) | $ | (2,350 | ) | $ | (4,000 | ) | |||
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Earnings (loss) per
share
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$ | (0.01 | ) | $ | (0.01 | ) | ||||||
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Weighted average
number of common shares
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100,000 | 100,000 | ||||||||||
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43010,
Inc.
|
||||||||
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(a
development stage company)
|
||||||||
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STATEMENT
OF OPERATIONS
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||||||||
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For
the three months ending June 30, 2008 and 2007
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||||||||
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3
MONTHS
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3
MONTHS
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|||||||
|
ENDING
|
ENDING
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|||||||
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6/30/2008
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6/30/2007
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|||||||
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REVENUE
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$ | - | $ | - | ||||
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COST OF
SERVICES
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- | - | ||||||
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GROSS PROFIT OR
(LOSS)
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- | - | ||||||
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GENERAL AND
ADMINISTRATIVE EXPENSES
|
500 | 250 | ||||||
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NET INCOME
(LOSS)
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(500 | ) | (250 | ) | ||||
The accompanying notes are an integral part of these financial
statements.
F-2
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43010,
Inc.
|
||||||||||||||||
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(a
development stage company)
|
||||||||||||||||
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STATEMENT
OF STOCKHOLDERS' EQUITY
|
||||||||||||||||
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From
inception (December 9, 2005) through June 30, 2008
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||||||||||||||||
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COMMON
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ACCUM.
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TOTAL
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||||||||||||||
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SHARES
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STOCK
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DEFICIT
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EQUITY
|
|||||||||||||
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Stock
issued on acceptance
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100,000 | $ | 100 | $ | - | $ | 100 | |||||||||
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of
incorporation expenses
|
||||||||||||||||
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December
9, 2005
|
||||||||||||||||
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Net
Income (Loss)
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(400 | ) | (400 | ) | ||||||||||||
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Total,
December 31, 2005
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100,000 | 100 | (400 | ) | (300 | ) | ||||||||||
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Net
Income (Loss)
|
(1,450 | ) | (1,450 | ) | ||||||||||||
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Total,
December 31, 2006
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100,000 | 100 | (1,850 | ) | (1,750 | ) | ||||||||||
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Net
Income (Loss)
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(1,400 | ) | (1,400 | ) | ||||||||||||
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Total,
December 31, 2007
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100,000 | 100 | (3,250 | ) | (3,150 | ) | ||||||||||
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Net
Income (Loss)
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(750 | ) | (750 | ) | ||||||||||||
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Total,
June 30, 2008
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100,000 | $ | 100 | $ | (4,000 | ) | $ | (3,900 | ) | |||||||
The accompanying notes are an integral part of these financial
statements.
F-3
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43010,
Inc.
|
||||||||||||
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(a
development stage company)
|
||||||||||||
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STATEMENTS
OF CASH FLOWS
|
||||||||||||
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For
the six months ending June 30, 2008 and 2007 and
|
||||||||||||
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from
inception (December 9, 2005) through June 30, 2008
|
||||||||||||
|
6
MONTHS
|
6
MONTHS
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FROM
|
||||||||||
|
ENDING
|
ENDING
|
INCEPTION
|
||||||||||
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CASH FLOWS FROM
OPERATING ACTIVITIES
|
6/30/2008
|
6/30/2007
|
TO
6/30/08
|
|||||||||
|
Net
income (loss)
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$ | (750 | ) | $ | (500 | ) | $ | (4,000 | ) | |||
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Stock
issued as compensation
|
- | - | 100 | |||||||||
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Increase
(Decrease) in Accrued Expenses
|
750 | 500 | 3,900 | |||||||||
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Total
adjustments to net income
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750 | 500 | 4,000 | |||||||||
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Net
cash provided by (used in) operating activities
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- | - | - | |||||||||
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CASH FLOWS FROM
INVESTING ACTIVITIES
|
||||||||||||
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None
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- | - | - | |||||||||
|
Net
cash flows provided by (used in) investing activities
|
- | - | - | |||||||||
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CASH FLOWS FROM
FINANCING ACTIVITIES
|
||||||||||||
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None
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- | - | - | |||||||||
|
Net
cash flows provided by (used in) financing activities
|
- | - | - | |||||||||
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CASH
RECONCILIATION
|
||||||||||||
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Net
increase (decrease) in cash
|
- | - | - | |||||||||
|
Cash -
beginning balance
|
- | - | - | |||||||||
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CASH BALANCE - END OF
PERIOD
|
$ | - | $ | - | $ | - | ||||||
The accompanying notes are an integral part of these financial
statements.
F-4
43010,
Inc.
(a
development stage company)
NOTES TO
FINANCIAL STATEMENTS
1. Summary of significant accounting
policies:
Industry:
43010,
Inc. (the Company), a Company incorporated in the state of Delaware as of
December
9, 2005 plans to locate and negotiate with a business entity for the
combination
of that target company with The Company. The combination will normally
take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange. In most instances the target company will wish to structure
the
business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that The Company will be successful
in
locating or negotiating with any target company.
The
Company has been formed to provide a method for a foreign or domestic
private
company to become a reporting ("public") company whose securities are
qualified
for trading in the United States secondary market.
The
Company has adopted its fiscal year end to be December 31.
Results
of Operations and Ongoing Entity:
The
Company is considered to be an ongoing entity for accounting purposes;
however,
there is substantial doubt as to the Company's ability to continue as a
going
concern. The Company's shareholders fund any shortfalls in The Company's
cash flow
on a day to day basis during the time period that The Company is in the
development stage.
Liquidity
and Capital Resources:
In
addition to the stockholder funding capital shortfalls; The Company anticipates
interested investors that intend to fund the Company's growth once a
business
is located.
Cash
and Cash Equivalents:
The
Company considers cash on hand and amounts on deposit with financial
institutions
which have original maturities of three months or less to be cash and cash
equivalents.
Basis
of Accounting:
The
Company's financial statements are prepared in accordance with U.S. generally
accepted accounting principles.
F-5
Income
Taxes:
The
Company utilizes the asset and liability method to measure and record
deferred
income tax assets and liabilities. Deferred tax assets and liabilities
reflect
the future income tax effects of temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax rates that apply
to
taxable income in the years in which those temporary differences are expected
to be
recovered or settled. Deferred tax assets are reduced by a valuation
allowance
when in the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized. At this
time, The
Company has set up an allowance for deferred taxes as there is no company
history to indicate the usage of deferred tax assets and
liabilities.
Fair
Value of Financial Instruments:
The
Company's financial instruments may include cash and cash equivalents,
short-term
investments, accounts receivable, accounts payable and liabilities to
banks and
shareholders. The carrying amount of long-term debt to banks approximates
fair value based on interest rates that are currently available to The
Company for issuance of debt with similar terms and remaining maturities.
The
carrying amounts of other financial instruments approximate their fair value
because
of short-term maturities.
Concentrations
of Credit Risk:
Financial
instruments which potentially expose The Company to concentrations of
credit
risk consist principally of operating demand deposit accounts. The Company's
policy is to place its operating demand deposit accounts with high credit
quality financial institutions. At this time The Company has no deposits
that are
at risk.
2. Related Party Transactions and Going
Concern:
The
Company's financial statements have been presented on the basis that it is a
going
concern in the development stage, which contemplates the realization of
assets
and the satisfaction of liabilities in the normal course of business. At
this time
The Company has not identified the business that it wishes to engage
in.
The
Company's shareholder funds The Company's activities while The Company takes
steps to
locate and negotiate with a business entity for combination; however,
there can
be no assurance these activities will be successful.
3. Accounts Receivable and Customer
Deposits:
Accounts
receivable and Customer deposits do not exist at this time and therefore
have no allowances accounted for or disclosures made.
F-6
4. Use of Estimates:
Management
uses estimates and assumptions in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates
and assumptions affect the reported amounts of assets and liabilities,
the
disclosure of contingent assets and liabilities, and the reported revenue
and
expenses. Management has no reason to make estimates at this time.
5. Revenue and Cost
Recognition:
The
Company uses the accrual basis of accounting in accordance with generally
accepted
accounting principles for financial statement reporting.
6. Accrued Expenses:
Accrued
expenses consist of accrued legal, accounting and office costs during
this
stage of the business.
7. Operating Lease
Agreements:
The
Company has no agreements at this time.
8. Stockholder's Equity:
Preferred
stock includes 10,000,000 shares authorized at a par value of $0.001,
of which
none are issued or outstanding.
Common
Stock includes 100,000,000 shares authorized at a par value of $0.001, of
which
100,000 have been issued for the amount of $100 on December 31, 2005 in
acceptance
of the incorporation expenses for the Company.
9. Required Cash Flow Disclosure for Interest
and Taxes Paid:
The
company has paid no amounts for federal income taxes and interest. The
Company
issued 100,000 common shares of stock to its sole shareholder in acceptance
of the incorporation expenses for the Company.
10. Earnings Per Share:
Basic
earnings per share ("EPS") is computed by dividing earnings available to
common
shareholders by the weighted-average number of common shares outstanding
for the
period as required by the Financial Accounting Standards Board (FASB)
under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares".
Diluted EPS reflects the potential dilution of securities that could
share in
the earnings.
F-7
11. Income Taxes:
The
Company has available net operating loss carryforwards for financial
statement
and federal income tax purposes. These loss carryforwards expire if not used
within 20 years from the year generated. The Company's management has
decided a
valuation allowance is necessary to reduce any tax benefits because the
available benefits are more likely than not to expire before they can be
used. These
net operating losses expire as the following, $400 at 2025, $1,450 at 2026,
$1,400 at 2027 and $750 at 2028.
The
Company has available net operating loss carry-forwards for financial statement
and federal income tax purposes. These loss carry-forwards expire if not used
within 20 years from the year generated. The Company's management has decided a
valuation allowance is necessary to reduce any tax benefits because the
available benefits are more likely than not to expire before they can be
used.
The
Company's management determines if a valuation allowance is necessary to reduce
any tax benefits when the available benefits are more likely than not to expire
before they can be used. The tax based net operating losses create
tax benefits in the amount of $800 from inception through June 30,
2008.
Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets as of June 30, 2008 are as
follows:
Deferred tax assets:
Federal net operating
loss $ 600
State net operating
loss 200
Total Deferred Tax Asset
800
Less valuation
allowance (800)
0
The
reconciliation of the effective income tax rate to the federal statutory rate is
as follows:
Federal income tax
rate
15.0%
State tax, net of federal
benefit 5.0%
Increase in valuation
allowance (20.0%)
Effective
income tax
rate
0.0%
12. Subsequent Events:
None
known at this time.
F-8
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The
information contained in Item 2 contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results may
materially differ from those projected in the forward-looking statements as a
result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward-looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual results
will not be different from expectations expressed in this report.
Plan of
Operation
The
Registrant is continuing its efforts to locate a merger Candidate for the
purpose of a merger. It is possible that the registrant will be successful in
locating such a merger candidate and closing such merger. However, if the
registrant cannot effect a non-cash acquisition, the registrant may have to
raise funds from a private offering of its securities under Rule 506 of
Regulation D. There is no assurance the registrant would obtain any such equity
funding.
Results of
Operation
The
Company did not have any operating income from through June 30,
2008. The Company has recognized a net loss of $3,900 through June
30, 2008. Some general and administrative expenses from inception were accrued.
Expenses from inception were comprised of costs mainly associated with legal,
accounting and office.
Liquidity and Capital
Resources
At June
30, 2008 the Company had no capital resources and will rely upon the issuance of
common stock and additional capital contributions from shareholders to fund
administrative expenses pending acquisition of an operating
company.
Management
anticipates seeking out a target company through solicitation. Such solicitation
may include newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment bankers, financial
advisors and similar persons, the use of one or more World Wide Web sites and
similar methods. No estimate can be made as to the number of persons who will be
contacted or solicited. Management may engage in such solicitation directly or
may employ one or more other entities to conduct or assist in such solicitation.
Management and its affiliates will pay referral fees to consultants and others
who refer target businesses for mergers into public companies in which
management and its affiliates have an interest. Payments are made if a business
combination occurs, and may consist of cash or a portion of the stock in the
Company retained by management and its affiliates, or both.
Michael
Raleigh will supervise the search for target companies as potential candidates
for a business combination. Michael Raleigh will pay, as his own expenses, any
costs he incurs in supervising the search for a target company.
Michael
Raleigh may enter into agreements with other consultants to assist in locating a
target company and may share stock received by it or cash resulting from the
sale of its securities with such other consultants. Michael Raleigh
controls us and therefore has the authority to enter into any agreement binding
us. Michael Raleigh as our sole officer, director and only shareholder can
authorize any such agreement binding us.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates. The Company does not undertake any specific
actions to limit those exposures.
Item
4T. Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.
There
have been no significant changes in the Company’s internal controls or in other
factors that could significantly affect internal controls subsequent to the date
the Chief Executive Officer and the Chief Financial Officer carried out this
evaluation.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
Currently
we are not aware of any litigation pending or threatened by or against the
Company.
Item
1A. Risk Factors.
None.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None
Item
6. Exhibits and Reports of Form 8-K.
(a) Exhibits
31.1
Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
32.1
Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
(b) Reports
of Form 8-K
None.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
43010,
INC.
|
||
|
Date:
August 4, 2008
|
By:
|
/s/
Michael Raleigh
|
|
Michael
Raleigh
|
||
|
Chief
Executive Officer,
Chief
Financial Officer and Director
|
||