POWER SOLUTIONS INTERNATIONAL, INC. - Quarter Report: 2009 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934:
For
the quarterly period ended March 31,
2009
|
o
|
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: 000-52213
Format,
Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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33-0963637
|
(State
or other jurisdiction
of
incorporation or organization)
|
(I.R.S.
Employer
Identification
No.)
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3553 Camino Mira Costa, Suite E, San Clemente,
California 92672
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(Address
of principal executive
offices)
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949-481-9203
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(Issuer’s
Telephone Number)
|
Indicate
by check mark whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
xYes oNo
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). oYes oNo
Indicate
by check mark whether the registrant is a large accelerated file, 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
|
o
|
Accelerated
filer
|
o
|
Non-accelerated
filer (Do not check if a smaller reporting company)
|
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). oYes xNo
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practical date. As of May 12, 2009, there were
3,770,083 shares of the issuer's $.001 par value common stock issued and
outstanding.
1
PART
I - FINANCIAL INFORMATION
Item 1. Financial
Statements
FORMAT,
INC
CONDENSED
BALANCE SHEETS
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(Unaudited)
|
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
|
$ | 5,335 | $ | 2,169 | ||||
Accounts
receivable, net
|
19,536 | 25,216 | ||||||
Prepaid
expenses
|
1,346 | - | ||||||
Security
deposit
|
1,200 | 1,200 | ||||||
Total
current assets
|
27,417 | 28,585 | ||||||
PROPERTY
AND EQUIPMENT, NET
|
8,129 | 9,257 | ||||||
TOTAL
ASSETS
|
$ | 35,546 | $ | 37,842 | ||||
LIABILITIES
AND STOCKHOLDERS' (DEFICIT)
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts payable and accrued expenses
|
$ | 81,681 | $ | 73,745 | ||||
Due
to related party
|
159,928 | 149,928 | ||||||
Total
current liabilities
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241,609 | 223,673 | ||||||
TOTAL
LIABILITIES
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241,609 | 223,673 | ||||||
STOCKHOLDERS' (DEFICIT)
|
||||||||
Preferred stock, par value $0.001 per share, 5,000,000
shares
|
||||||||
authorized and 0 shares issued and outstanding
|
- | - | ||||||
Common stock, par value $0.001 per share, 50,000,000 shares
|
||||||||
authorized and 3,770,083 shares issued and
outstanding
|
3,770 | 3,770 | ||||||
Additional
paid-in capital
|
37,809 | 37,809 | ||||||
Accumulated
deficit
|
(247,642 | ) | (227,410 | ) | ||||
Total
stockholders' (deficit)
|
(206,063 | ) | (185,831 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
$ | 35,546 | $ | 37,842 |
The accompanying notes are
an integral part of these financial statements.
2
FORMAT,
INC.
CONDENSED
STATEMENTS OF OPERATIONS
For
the three months
ended March
31,
|
||||||||
2009
|
2008
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
REVENUE
|
$ | 16,882 | $ | 23,108 | ||||
OPERATING
EXPENSES
|
||||||||
Wages
and related expenses
|
15,127 | 15,147 | ||||||
Professional
fees
|
12,269 | 12,617 | ||||||
Rent
expense
|
3,600 | 4,050 | ||||||
Depreciation
expense
|
1,128 | 1,546 | ||||||
Other
general and administrative expenses
|
4,190 | 3,882 | ||||||
Total
operating expenses
|
36,314 | 37,242 | ||||||
INCOME
(LOSS) FROM OPERATIONS
|
(19,432 | ) | (14,134 | ) | ||||
Provision
for income taxes
|
(800 | ) | (800 | ) | ||||
NET
INCOME (LOSS)
|
$ | (20,232 | ) | $ | (14,934 | ) | ||
NET
INCOME (LOSS) PER COMMON SHARE -
|
||||||||
BASIC
AND DILUTED
|
$ | (0.01 | ) | $ | (0.00 | ) | ||
WEIGHTED
AVERAGE NUMBER OF
|
||||||||
COMMON SHARES OUTSTANDING
|
3,770,083 | 3,770,083 |
The
accompanying notes are an integral part of these financial
statements.
3
FORMAT,
INC.
CONDENSED
STATEMENTS OF CASH FLOWS
For the three
months
ended March
31,
|
||||||||
2009
|
2008
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
loss
|
$ | (20,232 | ) | $ | (14,934 | ) | ||
Adjustments
to reconcile net loss to net cash used in
|
||||||||
operating
activities:
|
||||||||
Depreciation
|
1,128 | 1,546 | ||||||
Bad
debt reserve
|
1,700 | - | ||||||
Net
changes in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
3,980 | (4,888 | ) | |||||
Prepaid
expenses and other current assets
|
(1,346 | ) | 300 | |||||
Accounts
payable and accrued expenses
|
7,936 | 1,633 | ||||||
Net
cash used in operating activities
|
(6,834 | ) | (16,343 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Advances
from related party
|
10,000 | 15,000 | ||||||
Net
cash provided by financing activities
|
10,000 | 15,000 | ||||||
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
3,166 | (1,343 | ) | |||||
CASH
AND CASH EQUIVALENTS - BEGINNING OF PERIOD
|
2,169 | 5,583 | ||||||
CASH
AND CASH EQUIVALENTS - END OF PERIOD
|
$ | 5,335 | $ | 4,240 | ||||
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW ACTIVITY
|
||||||||
Cash
paid during the year for income taxes
|
$ | - | $ | 800 | ||||
Cash
paid during the year for interest expense
|
$ | - | $ | - |
The accompanying notes are
an integral part of these financial statements.
4
FORMAT,
INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
1
|
ORGANIZATION
AND BASIS OF PRESENTATION
|
Format,
Inc. (the “Company”) was incorporated in the State of Nevada on March 21,
2001. The Company provides transactional financial, corporate
reporting, commercial and digital printing for its customers. The Company
receives its clients’ information in a variety of formats and reprocesses it for
distribution typically in print, digital or internet formats. The Company
provides services throughout the United States, Canada and China.
The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in annual financial statements prepared
in accordance with accounting principles generally accepted in the United States
of America have been omitted pursuant to such rules and
regulations.
In the
opinion of management, all adjustments, consisting of normal and recurring
adjustments, necessary for a fair presentation of the financial position and the
results of operations for the periods presented have been
included. The operating results of the Company on a quarterly basis
may not be indicative of operating results for the full year. For
further information, refer to the financial statements and notes included in
Format Inc.’s Form 10-K for the year ended December 31, 2008.
Going
Concern
As shown
in the accompanying financial statements the Company has an accumulated deficit
of $247,642 and a working capital deficit of $214,192 as of March 31, 2009. The
Company has experienced cash shortages that have been funded by the Company’s
President. There is no guarantee that the Company will be able to sustain
operations to alleviate the working capital deficit or continued operating
losses. These conditions raise substantial doubt about the Company’s ability to
continue as a going concern for a reasonable period.
Management’s
plans to mitigate the effects that give rise to the conditions involve more
aggressive marketing strategies towards small publicly reporting
companies. This marketing will include working closely with lawyers,
associations and investment advisors.
The
accompanying financial statements do not include any adjustments related to the
recoverability and classification of assets or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern.
Reclassification
Certain
reclassifications have been made to conform the prior period financial statement
amounts to the current period presentation for comparative
purposes.
5
FORMAT,
INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
2
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
Cash and Cash
Equivalents
The
Company considers all highly liquid debt instruments and other short-term
investments with a maturity of three months or less, when purchased, to be cash
equivalents.
The
Company maintains cash and cash equivalent balances at one financial institution
that is insured by the Federal Deposit Insurance Corporation up to
$250,000.
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 the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Accounts
Receivable
Accounts
receivable are reported at the customer’s outstanding balances less any
allowance for doubtful accounts. Interest is not accrued on overdue
accounts receivable.
Allowance for Doubtful
Accounts
An
allowance for doubtful accounts on accounts receivable is charged to operations
in amounts sufficient to maintain the allowance for uncollectible accounts at a
level management believes is adequate to cover any probable
losses. Management determines the adequacy of the allowance based on
historical write-off percentages and information collected from individual
customers. Accounts receivable are charged off against the allowance
when collectability is determined to be permanently
impaired. Management has determined that as of March 31, 2009 an
allowance of $18,400 is required.
Property and
Equipment
Property
and equipment are stated at cost. Depreciation and amortization are
computed using the straight-line method on the estimated useful lives of the
assets, generally ranging from three to seven years. Expenditures of
major renewals and improvements that extended the useful lives of property and
equipment are capitalized. Expenditures for repairs and maintenance
are charged to expense as incurred. Gains or losses from retirements
or sales are credited or charged to income.
Long-Lived
Assets
The
Company accounts for its long-lived assets in accordance with SFAS No. 144,
“Accounting for the Impairment
or Disposal of Long-Lived Assets.” SFAS No. 144 requires that
long-lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that the historical cost carrying value of an asset may
no longer be appropriate. The Company assesses recoverability of the
carrying value of an asset by estimating the future net cash flows expected to
result from the asset, including eventual disposition. If the future
net cash flows are less than the carrying value of the asset, an impairment loss
is recorded equal to the difference between the asset’s carrying value and fair
value or disposable value. As of March 31, 2009, the Company does not believe
there has been any impairment of its long-lived assets.
6
FORMAT,
INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
Fair Value of Financial
Instruments
Pursuant
to SFAS No. 107, “Disclosures About Fair Value of Financial Instruments”, the
Company is required to estimate the fair value of all financial instruments
included on its balance sheet as of March 31, 2009. The Company’s financial
instruments consist of cash, accounts receivables, payables, and other
obligations. The Company considers the carrying value of such amounts
in the financial statements to approximate their fair value.
Revenue
Recognition
The
Company generates revenue from professional services rendered to customers
either at time of delivery or completion, where collectibility is probable. The
Company’s fees are fixed.
Concentrations
The
Company derived 42% of its operating revenue from two customers, during the
three months ended March 31, 2009. For the three months ended March 31,
2008, three customers accounted for 36% of revenues.
The
Company’s cash balance in financial institutions at times may exceed federally
insured limits of $250,000.
Loss Per Share of Common
Stock
The
Company follows Statement of Financial Accounting Standards No. 128, “Earnings
Per Share” (SFAS No. 128) that requires the reporting of both basic and diluted
earnings (loss) per share. Basic earnings (loss) per share is
computed by dividing net income (loss) available to common stockholders by the
weighted average number of common shares outstanding for the
period. The calculation of diluted earnings (loss) per share reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock. In accordance
with SFAS No. 128, any anti-dilutive effects on net earnings (loss) per share
are excluded. For the three months ended March 31, 2009 and 2008,
there were no common stock equivalents.
There
were no options or warrants to purchase shares of common stock at March 31, 2009
and 2008.
Recent Accounting
Pronouncements
SFAS No. 161 - In
March 2008, the FASB issued Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This
Statement changes the disclosure requirements for derivative instruments and
hedging activities. Entities are required to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance, and
cash flows.
7
FORMAT,
INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
This
Statement is intended to enhance the current disclosure framework in Statement
133. The Statement requires that objectives for using derivative instruments be
disclosed in terms of underlying risk and accounting designation. This
disclosure better conveys the purpose of derivative use in terms of the risks
that the entity is intending to manage. Disclosing the fair values of derivative
instruments and their gains and losses in a tabular format should provide a more
complete picture of the location in an entity’s financial statements of both the
derivative positions existing at period end and the effect of using derivatives
during the reporting period. Disclosing information about credit-risk-related
contingent features should provide information on the potential effect on an
entity’s liquidity from using derivatives. Finally, this Statement requires
cross-referencing within the footnotes, which should help users of financial
statements locate important information about derivative
instruments.
This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. The adoption of SFAS No 160
should not have a significant impact on our consolidated financial
statements.
FASB issued Staff Position
No. 142-3 - In April 2008, the FASB issued Staff Position
No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP
142-3”). FSP 142-3 amends the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under FASB Statement of Financial Accounting
Standards No. 142, “Goodwill and Other Intangible Assets”. FSP 142-3 is
effective for the Company in the first quarter of 2009. The adoption of “FSP
142-3 should not have a significant impact on our financial
statements.
FASB issued Staff Position
No. EITF 03-6-1 - In June 2008, the FASB issued Staff Position
No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities” (“EITF 03-6-1”). EITF 03-6-1
addresses whether instruments granted in share-based payment transactions are
participating securities prior to vesting, and therefore, need to be included in
the earnings allocation in calculating earnings per share under the two-class
method described in FASB Statement of Financial Accounting Standards
No. 128, “Earnings per Share.” EITF 03-6-1 requires companies to treat
unvested share-based payment awards that have non-forfeitable rights to dividend
or dividend equivalents as a separate class of securities in calculating
earnings per share. EITF 03-6-1 is effective for fiscal years beginning after
December 15, 2008. EITF 03-6-1 is effective for the Company in the first
quarter of 2009. The adoption of EITF 03-6-1has not had a significant impact on
our financial statements.
SFAS No. 157 - The
Company adopted in the first quarter of fiscal 2009, the Statement of Financial
Accounting Standards No. 157, Fair Value Measurements, (“SFAS
No. 157”) for all financial assets and financial liabilities and for all
non-financial assets and non-financial liabilities recognized or disclosed at
fair value in the financial statements on a recurring basis (at least annually).
SFAS No. 157 defines fair value, establishes a framework for measuring fair
value, and enhances fair value measurement disclosure. The effect on the
Company’s periodic fair value measurements for financial and non-financial
assets and liabilities are not material.
In
October 2008, the Financial Accounting Standards Board (“FASB”) issued
Financial Staff Position 157-3, Determining the Fair Value of a Financial Asset
When the Market for That Asset Is Not Active, (“FSP 157-3”). FSP 157-3 clarifies
the application of SFAS No. 157 in a market that is not active, and
addresses application issues such as the use of internal assumptions when
relevant observable data does not exist, the use of observable market
information when the market is not active, and the use of market quotes when
assessing the relevance of observable and unobservable data. FSP 157-3 is
effective for all periods presented in accordance with SFAS No. 157. The
adoption of FSP 157-3 did not have a significant impact on our financial
statements or the fair values of our financial assets and
liabilities.
8
FORMAT,
INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
In
December 2008, the FASB issued Financial Staff Position (“FSP”) Financial
Accounting Standard No. 140-4 and FASB Interpretation 46(R)-8, Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities (“FSP FAS 140-4” and “FIN
46(R)-8”). The document increases disclosure requirements for public companies
and is effective for reporting periods (interim and annual) that end after
December 15, 2008. FSP FAS 140-4 and FIN 46(R)-8 became effective
for the Company on December 31, 2008. The adoption of FSP FAS 140-4
and FIN 46(R)-8 did not have a significant impact on our consolidated
financial statements.
NOTE
3
|
LOAN
RECEIVABLE
|
As of
March 31, 2009 and 2008, the Company has a loan receivable from an outside party
in the amount of $20,500. The loan is interest free and due on
demand. At March 31, 2009 collectability is uncertain and an
allowance has been setup for the full amount due of $20,500.
NOTE
4
|
PROPERTY
AND EQUIPMENT
|
Property
and equipment consisted of the following as of March 31, 2009 and December 31,
2008.
2009
|
2008
|
|||||||
Office
machinery and equipment
|
$ | 33,080 | $ | 33,080 | ||||
Furniture and
fixtures
|
2,011 | 2,011 | ||||||
35,091 | 35,091 | |||||||
Less:
Accumulated depreciation
|
(26,962 | ) | (25,834 | ) | ||||
$ | 8,129 | $ | 9,257 |
Depreciation
expense for the three months ended March 31, 2009 and 2008 amounted to $1,128
and $1,546, respectively.
NOTE
5
|
RELATED
PARTY TRANSACTION
|
|
A
stockholder of the Company has made advances to the Company which are
unsecured and due on demand. For the three months ended March
31, 2009 and 2008, the Company was advanced $10,000 and $15,000,
respectively. The total amount due at March 31, 2009 was
$159,928.
|
9
FORMAT,
INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
6
INCOME TAXES
The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (SFAS 109). This statement mandates the liability
method of accounting for deferred income taxes and permits the recognition of
deferred tax assets subject to an ongoing assessment of
realizability.
The
components of the Company’s income tax provision for the three months ended
March 31, 2009 and 2008 consist of:
2009
|
2008
|
|||||||
Current
income tax expense
|
$ | 800 | $ | 800 | ||||
Expected
income tax benefit
|
46,800 | 39,360 | ||||||
Change
in valuation allowance
|
(46,800 | ) | (39,360 | ) | ||||
$ | 800 | $ | 800 |
10
Item 2. Plan of
Operation
This
following information specifies certain forward-looking statements of management
of the company. Forward-looking statements are statements that estimate the
happening of future events are not based on historical fact. Forward-looking
statements may be identified by the use of forward-looking terminology, such as
“may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”,
“probable”, “possible”, “should”, “continue”, or similar terms, variations of
those terms or the negative of those terms. The forward-looking statements
specified in the following information have been compiled by our management on
the basis of assumptions made by management and considered by management to be
reasonable. Our future operating results, however, are impossible to predict and
no representation, guaranty, or warranty is to be inferred from those
forward-looking statements.
The
assumptions used for purposes of the forward-looking statements specified in the
following information represent estimates of future events and are subject to
uncertainty as to possible changes in economic, legislative, industry, and other
circumstances. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment. To the extent
that the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no opinion is expressed on
the achievability of those forward-looking statements. No assurance can be given
that any of the assumptions relating to the forward-looking statements specified
in the following information are accurate, and we assume no obligation to update
any such forward-looking statements.
Critical Accounting Policy and
Estimates. Our Management's Discussion and Analysis of Financial
Condition and Results of Operations section discusses our financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, management evaluates its estimates and
judgments, including those related to revenue recognition, accrued expenses,
financing operations, and contingencies and litigation. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. The most
significant accounting estimates inherent in the preparation of our financial
statements include estimates as to the appropriate carrying value of certain
assets and liabilities which are not readily apparent from other
sources. These accounting policies are described at relevant sections
in this discussion and analysis and in the notes to the financial statements
included in our Quarterly Report on Form 10-Q for the period ended March 31,
2009.
We
provide EDGARizing services to various commercial and corporate entities. Our
primary service is the EDGARization of corporate documents that require filing
on EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system
maintained by the Securities and Exchange Commission. EDGAR performs automated
collection, validation, indexing, acceptance, and forwarding of submissions by
companies and others who are required by law to file forms with the Securities
and Exchange Commission. These documents include registration statements,
prospectuses, annual reports, quarterly reports, periodic reports, debt
agreements, special proxy statements, offering circulars, tender offer materials
and other documents related to corporate financings, acquisitions and mergers.
We receive our clients’ information in a variety of media, and reformat it for
distribution, either in print, digital or Internet form. We also provide limited
commercial printing services, which consist of annual reports, sales and
marketing literature, newsletters, and custom-printed products.
11
Liquidity and Capital
Resources. We had cash of $5,335 as of March 31, 2009.
Our accounts receivable were $19,536 as of March 31, 2009. We also
had $1,200 represented by a security deposit and $1,346 represented by prepaid
expenses and other current assets. Therefore, our total current
assets as of March 31, 2009 were $27,417. We also had $8,129
represented by fixed assets, net of depreciation, as of March 31,
2009.
Our total
assets as of March 31, 2009 were $35,546. As of March 31, 2009, our
current liabilities were $241,609, of which $81,681 was represented by accounts
payable and accrued expenses, and $159,928 was represented by a related party
advance. The related party advance is payable to Mr. Neely, our
officer, principal shareholder and one of our directors. Mr. Neely had advanced
those funds to us for working capital. We had no other long term liabilities,
commitments or contingencies.
Other
than the proposed increases in marketing expenses and the increases in legal and
accounting costs we experienced due to the reporting requirements of becoming a
reporting company, we are not aware of any other known trends, events or
uncertainties, which may affect our future liquidity.
For the three months ended
March 31, 2009 and March 31, 2008.
Results
of Operations.
Revenues. We
generated revenues of $16,882 for the three months ended March 31, 2009, as
compared to $23,108 for the three months ended March 31, 2008. The decrease in
revenues was primarily due to the fact that we performed less work during the
three months ended March 31, 2009 as compared to the three months ended March
31, 2008.
Operating Expenses. For the
three months ended March 31, 2009, our total operating expenses were $36,614, as
compared to total operating expenses of $37,242 for the three months ended March
31, 2008. The slight decrease in total operating expenses is due primarily to a
decrease in rent expense between the two periods. Therefore, our net
loss before provision for income taxes was $19,432 for the three months ended
March 31, 2009, as compared to a net loss before provision for income taxes, was
$14,434 for the three months ended March 31, 2008.
Our Plan of Operation for the Next
Twelve Months. To effectuate our business plan during the next twelve
months, we must continue to increase the number of clients we service and
actively market and promote our services. We have been actively meeting with our
referral sources, such as accountants and attorneys, to understand how we can
better service their clients’ needs and how we can obtain EDGARization work from
clients of theirs that currently use another provider. We believe that referrals
will continue to comprise a majority of our business, and we hope to nurture and
care for the relationships we have so that we can attract more
clients.
We have
also initiated a direct marketing campaign to newly public and small public
companies. We believe that many smaller public companies are particularly
sensitive to pricing. Therefore, we have targeted those companies as potential
customers. We plan to mail information with pricing specials as well as make
direct marketing calls to those companies in an effort to attract their
business.
We had
cash of $5,335 of March 31, 2009, which we estimate will not be sufficient to
fund our operations for the next twelve months. Our forecast for the period for
which our financial resources will be adequate to support our operations
involves risks and uncertainties and actual results could fail as a result of a
number of factors. Ryan Neely, our president, secretary, chief financial officer
and one of our directors, has made advances to us which are unsecured and due on
demand. As of March 31, 2009, the total amount due was $159,928. We
expect that the increased legal and accounting costs due to the reporting
requirements of being a reporting company will continue to impact our liquidity
as we will need to obtain funds to pay those expenses.
Besides
generating revenue from our current operations, we will need to raise
approximately $50,000 to continue operating at our current rate. At our current
level of operation, we are not able to operate profitably. In order to conduct
further marketing activities and expand our operations to the point at which we
are able to operate profitably, we believe we would need to raise $50,000, which
would be used for conducting marketing activities. Other than proposed increases
in marketing expenses and the anticipated increases in legal and accounting
costs of becoming a public company, we are not aware of any other known trends,
events or uncertainties, which may affect our future liquidity.
12
In the
event that we experience a shortfall in our capital, we intend to pursue capital
through public or private financing as well as borrowings and other sources,
such as our officer and directors. We cannot guaranty that additional funding
will be available on favorable terms, if at all. If adequate funds are not
available, then our ability to expand our operations may be significantly
hindered. If adequate funds are not available, we believe that our officer and
directors will contribute funds to pay for our expenses to achieve our
objectives over the next twelve months.
We are
not currently conducting any research and development activities. We do not
anticipate conducting such activities in the near future. We do not anticipate
that we will purchase or sell any significant equipment. In the event that we
expand our customer base, then we may need to hire additional employees or
independent contractors as well as purchase or lease additional
equipment.
Off-Balance Sheet Arrangements.
We have no off-balance sheet arrangements.
Not
applicable.
Item 4. Controls and
Procedures
Evaluation of disclosure controls and
procedures. We maintain controls and procedures designed to ensure that
information required to be disclosed in the reports that we file or submit under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed as of March 31, 2009, the date of this report,
our chief executive officer and the principal financial officer concluded that
our disclosure controls and procedures were effective.
Item 4(T). Controls and
Procedures.
Changes in internal controls.
There were no changes in our internal control over financial reporting
that occurred during the fiscal quarter covered by this report that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART
II — OTHER INFORMATION
Item 1. Legal
Proceedings.
None.
Item 1A. Risk
Factors.
Not
applicable.
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 Vote of Security
Holders
None.
13
Item 5. Other
Information
None.
Item
6. Exhibits
31.1
|
Certification
of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of
the Securities Exchange Act of 1934
|
31.2
|
Certification
of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of
the Securities Exchange Act of 1934
|
32.1
|
Certification
of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
32.2
|
Certification
of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
14
SIGNATURES
In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Format,
Inc.,
a
Nevada corporation
|
|||
Date:
May 13, 2009
|
By:
|
/s/ Ryan
Neely
|
|
Ryan
Neely
Chief
Executive Officer, Chief Financial Officer,
President
and a Director (Principal,
Executive,
Financial and Accounting
Officer)
|
15