RAADR, INC. - Quarter Report: 2008 September (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
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[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: September 30,
2008
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Or
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[ ] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from ____________ to
_____________
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Commission
File Number: 333-140276
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WHITE
DENTAL SUPPLY, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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20-4622782
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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11677 N. 91ST Place, Scottsdale, AZ
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85260
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(Address
of principal executive offices)
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(Zip
Code)
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(480) 330-1922
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(Registrant's
telephone number, including area code)
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(Former
name, former address and former fiscal year, if changed since last
report)
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Indicate
by check mark whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.
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 [ ]
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Accelerated
filer
[ ]
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Non-accelerated
filer [ ] (Do not check if a
smaller reporting company)
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Smaller
reporting company [X]
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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 the latest practicable date:
Common
Stock, $0.001 par value
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99,450,000
shares
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(Class)
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(Outstanding
as at November 5, 2008)
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WHITE
DENTAL SUPPLY, INC.
(A
Development Stage Company)
Table
of Contents
Page
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3
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3
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4
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5
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6
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7
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9
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10
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11
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11
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11
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12
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2
PART I – FINANCIAL INFORMATION
Unaudited Financial Statements
The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial reporting
and pursuant to the rules and regulations of the Securities and Exchange
Commission ("Commission"). While these statements reflect all normal
recurring adjustments which are, in the opinion of management, necessary for
fair presentation of the results of the interim period, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information,
refer to the financial statements and footnotes thereto, which are included in
the Company's annual report on Form 10-KSB, previously filed with the Commission
on April 9, 2008.
3
White
Dental Supply, Inc.
(a
Development Stage Company)
Condensed Balance Sheets
September
30,
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December
31,
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|||||||
2008
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2007
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|||||||
(unaudited)
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(audited)
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|||||||
Assets
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||||||||
Current
assets:
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||||||||
Cash
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$ | 1,321 | $ | 27,284 | ||||
Inventory
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488 | 488 | ||||||
Prepaid
expenses and current deposits
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30 | 500 | ||||||
Total
current assets
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1,839 | 28,272 | ||||||
Total
Assets
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$ | 1,839 | $ | 28,272 | ||||
Liabilities
and Stockholders’ Equity
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||||||||
Current
liabilities:
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||||||||
Accounts
Payable
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$ | 45 | $ | 46 | ||||
Total
current liabilities
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45 | 46 | ||||||
Stockholders’
equity
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||||||||
Preferred
stock, $0.001 par value, 100,000,000 shares
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||||||||
authorized,
no shares issued and outstanding
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- | - | ||||||
Common
stock, $0.001 par value, 100,000,000 shares
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||||||||
authorized,
99,450,000 shares issued and outstanding
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99,450 | 99,450 | ||||||
Additional
paid-in capital
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(39,450 | ) | (39,450 | ) | ||||
(Deficit)
accumulated during development stage
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(58,206 | ) | (31,774 | ) | ||||
1,794 | 28,226 | |||||||
Total
Liabilities and Stockholders’ Equity
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$ | 1,839 | $ | 28,722 |
The
accompanying notes are an integral part of these financial
statements.
4
White
Dental Supply, Inc.
(a
Development Stage Company)
Condensed Statements of Operations
Three
Months Ended
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Nine
Months Ended
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March
29, 2006
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||||||||||||||||||
September
30,
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September30,
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(Inception)
to
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||||||||||||||||||
2008
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2007
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2008
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2007
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September
30, 2008
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Revenue
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$ | - | $ | 585 | $ | - | $ | 925 | $ | 1,674 | ||||||||||
Cost
of goods sold
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- | 490 | - | 747 | 1,386 | |||||||||||||||
Gross
profit
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- | 95 | - | 178 | 288 | |||||||||||||||
Expenses:
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||||||||||||||||||||
Executive
compensation
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- | - | - | - | 10,000 | |||||||||||||||
General
and administrative expenses
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5,456 | 8,816 | 26,387 | 13,513 | 48,404 | |||||||||||||||
Total
expenses
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5,456 | 8,816 | 26,387 | 13,513 | 58,404 | |||||||||||||||
(Loss)
before provision for income taxes
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(5,456 | ) | (8,721 | ) | (26,387 | ) | (13,335 | ) | (58,116 | ) | ||||||||||
Provision
for income taxes
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- | - | (45 | ) | (45 | ) | (90 | ) | ||||||||||||
Net
(loss)
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$ | (5,456 | ) | $ | (8,721 | ) | $ | (26,432 | ) | $ | (13,380 | ) | $ | (58,206 | ) | |||||
Weighted
average number of
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||||||||||||||||||||
common
shares outstanding – basic and fully diluted
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99,450,000 | 99,450,000 | 99,450,000 | 96,021,429 | ||||||||||||||||
Net
(loss) per share – basic and fully diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) |
The
accompanying notes are an integral part of these financial
statements.
5
White
Dental Supply, Inc.
(a
Development Stage Company)
Condensed Statements of Cash Flows
For
the nine months ended
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March
29, 2006
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September
30,
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(Inception)
to
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2008
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2007
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September
30, 2008
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Cash
flows from operating activities
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Net
(loss)
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$ | (26,432 | ) | $ | (13,380 | ) | $ | (58,206 | ) | |||
Adjustments
to reconcile net (loss) to
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||||||||||||
net
cash (used) by operating activities:
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||||||||||||
Shares
issued for services – related party
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- | - | 10,000 | |||||||||
Changes
in operating assets and liabilities:
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||||||||||||
(Increase)
in inventory
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- | (1,128 | ) | (488 | ) | |||||||
(Increase)
decrease in prepaid expenses and current deposits
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470 | (500 | ) | (30 | ) | |||||||
Increase
in accounts payable
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(1 | ) | 45 | 45 | ||||||||
Increase
in consumer credit
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- | - | - | |||||||||
Net
cash (used) by operating activities
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(25,963 | ) | (14,963 | ) | (48,679 | ) | ||||||
Cash
flows from financing activities
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||||||||||||
Issuances
of common stock
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- | 40,000 | 50,000 | |||||||||
Net
cash provided by financing activities
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- | 40,000 | 50,000 | |||||||||
Net
increase (decrease) in cash
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(25,963 | ) | 25,037 | 1,321 | ||||||||
Cash
– beginning
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27,284 | 5,310 | - | |||||||||
Cash
– ending
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$ | 1,321 | $ | 30,347 | $ | 1,321 | ||||||
Supplemental
disclosures:
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||||||||||||
Interest
paid
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$ | - | $ | - | $ | - | ||||||
Income
taxes paid
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$ | - | $ | - | $ | - | ||||||
Non-cash
transactions:
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||||||||||||
Shares
issued for services – related party
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$ | - | $ | - | $ | 10,000 | ||||||
Number
of shares issued for services
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- | - | 10,000,000 |
The
accompanying notes are an integral part of these financial
statements.
6
White
Dental Supply, Inc.
(a
Development Stage Company)
Notes to Condensed Financial Statements
September
30, 2008 and December 31, 2007
Note
1 - Basis of presentation
The
interim financial statements included herein, presented in accordance with
United States generally accepted accounting principles and stated in US dollars,
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.
These
statements reflect all adjustments, consisting of normal recurring adjustments,
which, in the opinion of management, are necessary for fair presentation of the
information contained therein. It is suggested that these
consolidated interim financial statements be read in conjunction with the
financial statements of the Company for the year ended December 31, 2007 and
notes thereto included in the Company's 10-KSB annual report. The
Company follows the same accounting policies in the preparation of interim
reports.
Results
of operations for the interim periods are not indicative of annual
results.
Note
2 - History and organization of the company
The
Company was organized March 29, 2006 (Date of Inception) under the laws of the
State of Nevada, as White Dental Supply, Inc. The Company has limited
operations and in accordance with Statement of Financial Accounting Standards
No. 7 (SFAS #7), “Accounting and Reporting by Development Stage Enterprises,”
the Company is considered a development stage company.
The
business of the Company is to sell dental supplies through direct marketing and
via the internet.
Note
3 - Going concern
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As shown in the accompanying financial
statements, the Company has incurred a net loss of ($58,206) for the period from
March 29, 2006 (inception) to September 30, 2008, and had sales of
$1,674. The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations from the development of
its new business opportunities.
The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
Note
4 – Stockholders’ equity
The
Company is authorized to issue 100,000,000 shares of its $0.001 par value common
stock.
On March
28, 2006, the Company issued 90,000,000 shares of its par value common stock as
founders’ shares to an officer and director in exchange for services rendered in
the amount of $10,000.
On April
7, 2006, the Company issued 2,250,000 shares of its par value common stock as
founders’ shares to an officer and director in exchange for cash in the amount
of $5,000.
7
White
Dental Supply, Inc.
(a
Development Stage Company)
Notes
to Condensed Financial Statements
September
30, 2008 and December 31, 2007
Note
4 – Stockholders’ equity (continued)
On
September 8, 2006, the founding shareholder of the Company donated cash in the
amount of $5,000. The entire amount is considered donated capital and
recorded as additional paid-in capital.
On May
10, 2007, the Company completed a public offering, whereby it sold 7,200,000
shares of its par value common stock for total gross cash proceeds in the amount
of $40,000. Total offering costs related to this issuance was
$500.
On June
18, 2008, the Board of Directors authorized and declared a forward stock split
to be affected in the form of a stock dividend, whereby eight new shares of
common stock will be issued for each one existing share of common stock that is
outstanding as of June 18, 2008, resulting in a total of nine post-split shares
for each pre-split share outstanding, payable on July 17, 2008. All
references to share and per share information in the condensed financial
statements and related notes have been adjusted to reflect the stock split on a
retroactive basis.
As of
September 30, 2008, there have been no other issuances of common
stock.
Note
5 – Related party transactions
The
Company issued 10,000,000 shares of its no par value common stock as founders’
shares to an officer and director in exchange for services rendered in the
amount of $10,000.
The
Company issued 250,000 shares of its no par value common stock as founders’
shares to an officer and director in exchange for cash in the amount of
$5,000.
A
shareholder, officer and director of the Company donated cash to the Company in
the amount of $5,000. This amount has been donated to the Company, is
not expected to be repaid and is considered additional paid-in
capital.
The
Company does not lease or rent any property. Office services are
provided without charge by an officer and director of the
Company. Such costs are immaterial to the financial statements and,
accordingly, have not been reflected therein. The officers and
directors of the Company are involved in other business activities and may, in
the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interests. The Company has not formulated a policy for the resolution
of such conflicts.
8
Management's Discussion and Analysis of Financial Condition and
Results of Operation
Forward-Looking
Statements
This
Quarterly Report contains forward-looking statements about White Dental Supply,
Inc.’s business, financial condition and prospects that reflect management’s
assumptions and beliefs based on information currently available. We can
give no assurance that the expectations indicated by such forward-looking
statements will be realized. If any of our management’s assumptions should
prove incorrect, or if any of the risks and uncertainties underlying such
expectations should materialize, White Dental Supply’s actual results may differ
materially from those indicated by the forward-looking statements.
The key
factors that are not within our control and that may have a direct bearing on
operating results include, but are not limited to, acceptance of our services,
our ability to expand our customer base, managements’ ability to raise capital
in the future, the retention of key employees and changes in the regulation of
our industry.
There may
be other risks and circumstances that management may be unable to predict.
When used in this Quarterly Report, words such as, "believes," "expects," "intends,"
"plans,"
"anticipates,"
"estimates" and
similar expressions are intended to identify forward-looking statements,
although there may be certain forward-looking statements not accompanied by such
expressions.
Management’s
Discussion
We were
originally incorporated in the State of Nevada on March 29, 2006. We
are a development stage company that sells dental supplies via direct sales to
retail customers and industry participants, such as dental
hygienists. During the three and nine months ended September 30,
2008, we did not generate any revenues, and therefore did not incur any costs
associated with sales of products.
During
the year ago three month period ended September 30, 2007, we realized $585 in
revenues from sales of our dental product offerings. In association
with sales of our dental products, we incurred cost of goods sold in the amount
of $490 during the three months ended September 30, 2007. After
factoring in cost of goods sold, our gross profit was $95 for the three months
ended September 30, 2007. This represents a gross margin of
approximately 16% on sales of our products. In the nine month period
ended September 30, 2007, revenues were $925, while cost of goods sold amounted
to $747. The resultant gross profit during the nine months ended
September 30, 2007 was $178, for a gross margin of 19%.
Since our
inception on March 29, 2006 through September 30, 2008, we generated a total of
$1,674 in sales. Total cost of goods sold since our inception to
September 30, 2008, is $1,386, resulting in a gross profit of $288 for a
historical gross margin of approximately 17%. We do not have any
long-term agreements to sell our dental products to any one
customer. We have no recurring customers and have no ongoing revenue
sources. As a result, we are unable to forecast the amount, if any,
of revenues we will generate for the foreseeable future.
For the
three months ended September 30, 2008, we incurred operating expenses in the
amount of $5,456, all of which is attributable to general and administrative
expenses related to the cost of general office expenses, such as postage,
supplies and printing. In the year ago comparable period ended
September 30, 2007, we incurred $8,816 in operating expenses related
specifically to general and administrative expenses related to the cost of
general office expenses. The $3,360 decrease in operating expenses
year-over-year is primarily due to the marketing and operating costs incurred in
our attempts to generate brand awareness and sales during the three months ended
September 30, 2007, as opposed to a relatively minimal marketing budget in the
most recent three months ended September 30, 2008.
In the
nine months ended September 30, 2008, total expenses were $26,387, consisting
solely of general and administrative costs. Comparatively, during the
nine month period ended September 30, 2007, total expenses were $13,513, all of
which is attributable to general and administrative costs. Total
operating expenses since our inception on March 29, 2006 to September 30, 2008
were $58,404, of which $10,000 is attributable to executive compensation and
$48,404 in general and administrative expenses.
9
As a
result of our minimal revenues and incurring ongoing expenses related to the
implementation of our business plan, we have experienced net losses in all
periods since our inception on March 29, 2006. In the three month
period ended September 30, 2008, our net loss totaled $5,456, compared to a net
loss of $8,721 in the prior period ended September 30, 2007. During
the nine months ended September 30, 2008, we incurred a net loss of $26,432,
compared to a net loss of $13,380 in the nine month period ended September 30,
2007. Since our inception, we have accumulated net losses in the
amount of $58,206. We anticipate incurring ongoing operating losses,
although we cannot estimate the magnitude of such.
Our
management believes that our cash on hand as of September 30, 2008 in the amount
of $1,321 is not sufficient to fund our operations over the next 12
months. Generating sales is imperative for us to support our
operations and to continue as a going concern. We believe that we
will be required to generate a minimum of approximately $45,000 in revenues over
the next 12 months in order for us to support ongoing
operations. However, we cannot guarantee that we will generate
additional sales, let alone achieve that target. If we do not
generate sufficient revenues and cash flows to support our operations over the
next six months, or if our costs of operations increase unexpectedly, we may
need to raise capital by conducting additional issuances of our equity or debt
securities for cash. We can not assure you that additional financing
can be obtained or, if obtained, that it will be on reasonable
terms. To date, we have been materially unsuccessful in establishing
our business and generating adequate brand awareness. Additionally,
our management expects that we will continue to experience net cash out-flows
for the foreseeable future given developmental nature of our
business. As a result of the foregoing, our independent auditors have
expressed substantial doubt about our ability to continue as a going concern in
the independent auditors’ report to the financial statements included in this
registration statement. If our business fails, our investors may face
a complete loss of their investment.
Our
management does not anticipate the need to hire additional full- or part- time
employees over the next 12 months, as the services provided by our current
officers and directors appear sufficient at this time. Our officers
and directors work for us on a part-time basis, and are prepared to devote
additional time, as necessary. We do not expect to hire any
additional employees over the next 12 months.
There are
no known trends, events or uncertainties that have had or that are reasonably
expected to have a material impact on our revenues from continuing
operations.
Our
management does not expect to incur research and development costs.
We do not
have any off-balance sheet arrangements.
We
currently do not own any significant plant or equipment that we would seek to
sell in the near future.
We have
not paid for expenses on behalf of our directors. Additionally, we
believe that this fact shall not materially change.
We
currently do not have any material contracts and or affiliations with third
parties.
Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
We
maintain a set of disclosure controls and procedures designed to ensure that
information required to be disclosed by us in our reports filed under the
Securities Exchange Act, is recorded, processed, summarized and reported within
the time periods specified by the SEC’s rules and forms. Disclosure
controls are also designed with the objective of ensuring that this information
is accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate, to allow timely decisions
regarding required disclosure.
Based on
an evaluation as of the end of the period covered by this report, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) were
effective to provide reasonable assurance that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms and that such information is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosures.
Changes
in Internal Control Over Financial Reporting
There
were no changes in our internal control over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or
reasonably likely to materially affect, our internal control over financial
reporting.
10
PART II – OTHER INFORMATION
Unregistered Sales of Equity Securities
On March
28, 2006, we issued 10,000,000 shares of our common stock to Nancy White, our
founding shareholder and an officer and our sole director. This sale
of stock did not involve any public offering, general advertising or
solicitation. The shares were issued in exchange for services
performed by the founding shareholder on our behalf in the amount of
$10,000. Mrs. White received compensation in the form of common stock
for performing services related to the formation and organization of our
Company, including, but not limited to, designing and implementing a business
plan and providing administrative office space for use by the Company; thus,
these shares are considered to have been provided as founder’s
shares. Additionally, the services are considered to have been
donated, and have resultantly been expensed and recorded as a contribution to
capital. At the time of the issuance, Mrs. White had fair access to
and was in possession of all available material information about our company,
as his is the sole officer and director of White Dental Supply,
Inc. The shares bear a restrictive transfer legend. On the
basis of these facts, we claim that the issuance of stock to our founding
shareholder qualifies for the exemption from registration contained in Section
4(2) of the Securities Act of 1933.
In March
2006, we sold 250,000 shares of our common stock to Nancy White, our founding
shareholder. The shares were issued for total cash in the amount of
$5,000. The shares bear a restrictive transfer legend. At
the time of the issuance, Mrs. White had fair access to and was in possession of
all available material information about our company, as she is the sole officer
and director of White Dental Supply, Inc. The shares bear a
restrictive transfer legend. On the basis of these facts, we claim
that the issuance of stock to our founding shareholder qualifies for the
exemption from registration contained in Section 4(2) of the Securities Act of
1933.
Exhibits and Reports on Form 8-K
Exhibit
Number
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Name
and/or Identification of Exhibit
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3
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Articles
of Incorporation & By-Laws
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(a)
Articles of Incorporation *
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(b)
By-Laws *
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31
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Rule
13a-14(a)/15d-14(a) Certifications
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(a)
Nancy White
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(b)
Michael White
|
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32
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Certification
under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section
1350)
|
* Incorporated
by reference herein filed as exhibits to the Company’s Registration
Statement on Form SB-2 previously filed with the SEC on January 29, 2007,
and subsequent amendments made
thereto.
|
11
Pursuant
to the requirements of the Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WHITE
DENTAL SUPPLY, INC.
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||
(Registrant)
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||
Signature
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Title
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Date
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/s/
Nancy White
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President
and
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November
6, 2008
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Nancy
White
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Chief
Executive Officer
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/s/
Michael White
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Chief
Financial Officer
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November
6, 2008
|
Michael
White
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||
/s/
Michael White
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Chief
Accounting Officer
|
November
6, 2008
|
Michael
White
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12