POTASH AMERICA, INC. - Quarter Report: 2010 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim financial statements for the three month period ended June 30, 2010 form part of this quarterly report.  They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

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Adtomize Inc.

(A Development Stage Company)

Financial Statements

June 30, 2010

F-1

Adtomize, Inc.

(A Development Stage Company)

Balance Sheets

June 30, 2010

The accompanying notes are an integral part of these financial statements

F-2

Adtomize, Inc.

(A Development Stage Company)

Statements of Operations (unaudited)

		Three Months Ended June 30, 2010	Three Months Ended June 30, 2009	Period from Inception (July 31, 2007) to June 30, 2010
Revenue		$                -	$                -	$                -
Expenses
	Legal and accounting	4,608	1,500	51,498
	Transfer agent and filing fees	1,629	3,381	18,577
	General and administrative	202	1,250	10,408
Total expenses		6,439	6,131	80,483
Provision for income taxes		-	-	-
Net (Loss)		$      (6,439)	$        (6,131)	$    (80,483)
Basic and diluted (loss) per share		$      ( 0.00 )	$          (0.00 )
Weighted average number of common shares outstanding		1,840,000	1,840,000

The accompanying notes are an integral part of these financial statements

F-3

Adtomize, Inc.

(A Development Stage Company)

Statement of Stockholders’ Deficit (unaudited)

For the period from Inception (July 31, 2007) to June 30, 2010

The accompanying notes are an integral part of these financial statements

F-4

Adtomize, Inc.

(A Development Stage Company)

Statements of Cash Flows (unaudited)

Supplemental Disclosures of Cash Flow Information:

The accompanying notes are an integral part of these financial statements

F-5

Adtomize, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2010

NOTE 1 – NATURE OF OPERATIONS

Adtomize, Inc. (“the Company”), incorporated in the state of Nevada on July 31, 2007, is a company with business activities in developing and offering a system to facilitate the buying and selling of internet advertising banners on high traffic websites.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the company will continue as a going concern.  As discussed in the notes to the financial statements, the Company has no established source of revenue.  This raises substantial doubt about the Company’s ability to continue as a going concern.  Without realization of additional capital, it would be unlikely for the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from this uncertainty.

The Company’s activities to date have been supported by equity financing and loans from a stockholder.  It has sustained losses in all previous reporting periods with an inception to date loss of $80,483 as of June 30, 2010.  Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan.  In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders. 

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Financial Instrument

The Company's financial instrument consists of cash, prepaid expenses, accounts payable and accrued expenses and amount due to stockholder.

 

The amount due to stockholder is non interest-bearing.  It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from its other financial instruments and that their fair values approximate their carrying values except where separately disclosed.

Property

The Company does not own any property.  Our office space is leased to us on a month to month basis for approximately $200 per month.

Advertising

The Company expenses advertising costs as incurred.  The Company has had no advertising activity since inception.

F-6

Adtomize, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2010

NOTE 3 – SIGNFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Loss Per Share

Basic loss per share is calculated using the weighted average number of common shares outstanding and the treasury stock method is used to calculate diluted earnings per share. For the years presented, this calculation proved to be anti-dilutive.

Dividends

The Company has not adopted any policy regarding payment of dividends.  No dividends have been paid during the period shown.

Income Taxes

The Company provides for income taxes using an asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The Company’s predecessor operated as entity exempt from Federal and State income taxes.

Deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Net Income Per Common Share

Net income (loss) per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. The Company has not issued any potentially dilutive common shares.

Recent Accounting Pronouncements

In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”.  Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively.

F-7

Adtomize, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2010

NOTE 3 – SIGNFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (continued)

In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented.

As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

NOTE 4 – ACCRUED EXPENSES AND LIABILITIES

Accrued expenses and liabilities consisted of the following as of:

	June 30, 2010	March 31, 2010
Accrued accounting fees	$       13,750	$         11,500
Accrued rent	84	406
Accrued legal fees	2,358	-
Accrued office expenses	1,248	-
Accrued filing fees	919	520
Total Accrued Expenses	$       18,359	$       12,426

F-8

Adtomize, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2010

NOTE 5 – DUE TO RELATED PARTY

The amount owing to stockholder is unsecured, non-interest bearing and has no specific terms of repayment. As of June 30, 2010 there was $12,225 (March 31, 2010: $11,805) due.

NOTE 6 – CAPITAL STOCK

The company has 100,000,000 common shares authorized at a par value of $0.0001 per share.

During the period ended March 31, 2008, the Company issued 1,000,000 common shares at $0.008 per share to founders for total proceeds of $8,000.  Additionally, the Company issued 840,000 shares at $0.05 per share during the period ended March 31, 2008 for total proceeds of $42,000

As of June 30, 2010, the Company had 1,840,000 common shares issued and outstanding.

As of June 30, 2010, the Company has no warrants or options outstanding.

NOTE 7 – INCOME TAXES

The provision for Federal income tax consists of the following:

	June 30, 2010	June 30, 2009
Refundable Federal income tax attributable to:
Current Operations	$         2,189	$         2,084
Less: valuation allowance	(2,189)	(2,084)
Net provision for Federal income taxes	$                0	$                0

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	June 30, 2010	March 31, 2010
Deferred tax asset attributable to:
Net operating loss carryover	$       27,364	$       25,175
Less: valuation allowance	(27,364)	(25,175)
Net deferred tax asset	$                0	$                0

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $80,483 for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

F-9

Adtomize, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2010

NOTE 8 – RELATED PARTY TRANSACTIONS

As at June 30, 2010, there are balances owing to a stockholder of the Company in the amount of $12,225 (March 31, 2010: $11,805).  The terms of this loan are discussed in Note 5.  

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available.  They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 9 – CONCENTRATION OF RISKS

The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC).  This government corporation insured balances up to $100,000 through October 13, 2008.  As of October 14, 2008 all non-interest-bearing transaction deposit accounts at an FDIC-insured institution, including all personal and business checking deposit accounts that do not earn interest, are fully insured for the entire amount in the deposit account.  This unlimited insurance coverage is temporary and will remain in effect for participating institutions until December 31, 2009.

All other deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor until December 31, 2009.  On January 1, 2010, FDIC deposit insurance for all deposit accounts, except for certain retirement accounts, returned to at least $100,000 per depositor.  Insurance coverage for certain retirement accounts, which include all IRA deposit accounts, will remain at $250,000 per depositor.

NOTE 10 – SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to June 30, 2010 through August 5, 2010, the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

F-10

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements.  These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report and unless otherwise indicated, the terms "we", "us", "our", “company”, and “Adtomize” mean Adtomize Inc., a Nevada corporation, unless otherwise indicated.

Corporate Overview

The address of our principal executive office is 8^th Floor – 200 South Virginia Street, Reno, NV 89501.  Our telephone number is 775.398.3019.

We have not been involved in any bankruptcy, receivership or similar proceeding.

General Overview

We were incorporated in the state of Nevada on July 31, 2007.  We are in the business of developing an online advertising brokerage service to bring together high traffic web site publishers with companies wishing to place ads on them in order to drive traffic to their own internet sites.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve month period ending March 31, 2011.

Off-Balance Sheet Arrangements

As of June 30, 2010, our company had no off-balance sheet arrangements, including any outstanding derivative financial statements, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. Our company does not engage in trading activities involving non-exchange traded contracts.  

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Employees

We do not expect any significant changes in the number of employees during the next twelve month period. Currently, our directors and officers act as our only employees.

Results of Operations for the Three Months Ended June 30, 2010 and 2009

The following summary of our results of operations should be read in conjunction with our financial statements for the three month periods ended June 30, 2010 and 2009.

We have not generated any revenue since inception and are dependent upon obtaining financing to pursue our business activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Our operating results for the three month periods ended June 30, 2010 and 2009 and the changes between those periods for the respective items are summarized as follows:

Our expenses increased during the three month period ended June 30, 2010 compared to the same period in 2009 primarily as a result of increased legal fees associated with the change in management and related filings.

Liquidity and Financial Condition

Working Capital

4

Cash Flows

	Three Months Ended June 30, 2010 ($)	Three Months Ended June 30, 2009 ($)	Change between Three Month Periods Ended June 30, 2010 and June 30, 2009 ($)
Cash Flows from Operating Activities	(506)	(4,382)	3,876
Cash Flows provided by/(used in) Investing Activities	Nil	Nil	Nil
Cash Flows from Financing Activities	420	Nil	420
Net Decrease in Cash During Period	(86)	(4,382)	4,296

As of June 30, 2010, our total assets were $101 and our total liabilities were $30,584 and we had a working capital deficit of $30,483. Our financial statements report a net loss of $6,439 for the three months ended June 30, 2010, and a net loss of $80,483 for the period from July 31, 2007 (inception) to June 30, 2010.

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended March 31, 2010, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.

We anticipate that additional funding will be required in the form of debt or equity capital financing from the sale of our common stock.  At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through debt to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.  

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this item.

Item 4T.  Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer and our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of June 30, 2010, the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

5

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.   Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this item.  

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

[Removed and Reserved]

None.

Item 5.

Other Information

None.

Item 6.

Exhibits

*filed herewith

6

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

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