Annual Statements Open main menu

RAADR, INC. - Quarter Report: 2008 June (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 30, 2008

Or

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to _____________

 

Commission File Number: 333-140276

 

WHITE DENTAL SUPPLY, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

20-4622782

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

  

11677 N. 91ST Place, Scottsdale, AZ

85260

(Address of principal executive offices)

(Zip Code)

  

(480) 330-1922

(Registrant's telephone number, including area code)

 
 
 

(Former name, former address and former fiscal year, if changed since last report)

 

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   [   ]

Accelerated filer                    [   ]

Non-accelerated filer     [   ]   (Do not check if a smaller reporting company)

Smaller reporting company  [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes [X]   No [   ]

 

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

 

Common Stock, $0.001 par value

99,450,000 shares

(Class)

(Outstanding as at July 23, 2008)

 

 

 

 


 

 

WHITE DENTAL SUPPLY, INC.

(A Development Stage Company)

 

 

Table of Contents

 

 

Page

  

PART I - FINANCIAL INFORMATION

3

     Unaudited Financial Statements

3

          Condensed Balance Sheets

4

          Condensed Statements of Operations

5

          Condensed Statements of Cash Flows

6

          Notes to Condensed Financial Statements

7

     Management's Discussion and Analysis of Financial Condition and Results of Operation

9

     Controls and Procedures

10

PART II - OTHER INFORMATION

11

     Unregistered Sales of Equity Securities

11

     Exhibits and Reports on Form 8-K

11

SIGNATURES

12

 

 

 

 

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

 

 

   

June 30,

 

December 31,

 

2008

 

2007

 

(unaudited)

 

(audited)

     

Assets

    
     

Current assets:

    

   Cash

$6,901

 

$27,284

   Inventory

488

 

488

   Prepaid expenses and current deposits

30

 

500

      Total current assets

7,419

 

28,272

     

         Total Assets

$7,419

 

$28,272

     
     

Liabilities and Stockholders’ Equity

    
     

Current liabilities:

    

   Accounts Payable

$169

 

$46

      Total current liabilities

169

 

46

     

Stockholders’ equity

    

   Preferred stock, $0.001 par value, 100,000,000 shares

     

      authorized, no shares issued and outstanding

-

 

-

   Common stock, $0.001 par value, 100,000,000 shares

    

      authorized, 99,450,000 shares issued and outstanding

99,450

 

99,450

   Additional paid-in capital

(39,450)

 

(39,450)

   (Deficit) accumulated during development stage

(52,750)

 

(31,774)

 

7,250

 

28,226

     

      Total Liabilities and Stockholders’ Equity

$7,419

 

$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

Six Months Ended

March 29, 2006

 

June 30,

June 30,

(Inception) to

 

2008

2007

2008

2007

June 30, 2008

      

Revenue

$-

$339

$-

$339

$1,674

Cost of goods sold

-

256

-

256

1,386

      

Gross profit

-

83

-

83

288

      

Expenses:

     

   Executive compensation

-

-

-

-

10,000

   General and administrative expenses

14,036

3,310

20,931

8,197

42,948

      Total expenses

14,036

3,310

20,931

8,197

52,948

      

(Loss) before provision for income taxes

(14,306)

(3,227)

(20,931)

(8,114)

(52,660)

      

Provision for income taxes

-

-

(45)

(45)

(90)

      

Net (loss)

$(14,306)

$(3,277)

$(20,976)

$(8,159)

$(52,750)

      

Weighted average number of

         

   common shares outstanding - basic and fully diluted

99,450,000

96,285,165

99,450,000

94,278,729

 
      

Net (loss) per share - basic and fully diluted

$(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 six months ended

March 29, 2006

 

June 30,

(Inception) to

 

2008

2007

June 30, 2008

Cash flows from operating activities

   

Net (loss)

$(20,976)

$(8,159)

$(52,750)

Adjustments to reconcile net (loss) to

   

  net cash (used) by operating activities:

   

      Shares issued for services - related party

-

-

10,000

Changes in operating assets and liabilities:

   

      (Increase) in inventory

-

(827)

(488)

      (Increase) decrease in prepaid expenses and current deposits

470

(500)

(30)

      Increase in accounts payable

123

-

169

      Increase in consumer credit

-

15

-

Net cash (used) by operating activities

(20,383)

(9,471)

(43,099)

    

Cash flows from financing activities

   

   Issuances of common stock

-

40,000

50,000

Net cash provided by financing activities

-

40,000

50,000

    

Net increase (decrease) in cash

(20,383)

30,529

6,901

Cash - beginning

27,284

8,810

-

Cash - ending

$6,901

$39,339

$6,901

    

Supplemental disclosures:

   

   Interest paid

$-

$-

$-

   Income taxes paid

$-

$-

$-

    

Non-cash transactions:

   

   Shares issued for services - related party

$-

$-

$10,000

   Number of shares issued for services

-

-

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

June 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 ($52,750) for the period from March 29, 2006 (inception) to June 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

June 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 June 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 six months ended June 30, 2008, we did not generate any revenues.  During the year ago three and six month periods ended June 30, 2007, we realized $339 in revenues.  The decrease in revenues year-over-year is attributable to a lack of awareness of our brand and product offerings, which is related to the failure of our attempts to generate brand awareness with our marketing and sales strategies.  Since our inception on September 11, 2003 through June 30, 2008, we generated a total of $1,674 in sales.  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.

 

In association with sales of our dental products, we incurred cost of goods sold in the amount of $256 during the three and six month periods ended June 30, 2007.  After factoring in cost of goods sold, our gross profit was $83 for the three and six months ended June 30, 2007.  This represents a gross margin of approximately 24% on sales of our products.  As we did not realize any sales during the three and six months ended June 30, 2008, we did not incur any cost of goods sold.  Since our inception to June 30, 2008, total cost of goods sold amounted to $1,386, resulting in a gross profit of $288 for a historical gross margin of approximately 17%.

 

For the three months ended June 30, 2008, we incurred operating expenses in the amount of $14,036, 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 June 30, 2007, we incurred $3,310 in operating expenses related specifically to general and administrative expenses related to the cost of general office expenses.  The substantial $10,726 increase in operating expenses year-over-year is primarily due to the accounting, legal and professional costs associated with being a public reporting company.  Total operating expenses since our inception on March 29, 2006 to June 30, 2008 were $52,948, of which $10,000 is attributable to executive compensation and $42,948 in general and administrative expenses.  

 

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 June 30, 2008, our net loss totaled $14,036, compared to a net loss of $3,227 in the prior period ended June 30, 2007.  Since our inception, we have accumulated net losses in the amount of $52,750.  We anticipate incurring ongoing operating losses, although we cannot estimate the magnitude of such.  

 

 

9


 

 

Our management believes that our cash on hand as of June 30, 2008 in the amount of $6,901 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

Name and/or Identification of Exhibit

  

3

Articles of Incorporation & By-Laws

  
 

(a) Articles of Incorporation *

  
 

(b) By-Laws *

  

31

Rule 13a-14(a)/15d-14(a) Certifications

  
 

(a) Nancy White

  
 

(b) Michael White

  

32

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


 

SIGNATURES

 

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.

(Registrant)

 

Signature

Title

Date

    

/s/ Nancy White

President and

July 25, 2008

Nancy White

Chief Executive Officer

 
    

/s/ Michael White

Chief Financial Officer

July 25, 2008

Michael White

  
    

/s/ Michael White

Chief Accounting Officer

July 25, 2008

Michael White

  

 

 

 

 

 

 

 

 

 

 

 

 

12