Recruiter.com Group, Inc. - Quarter Report: 2011 August (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 August 31, 2011
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
SA RECOVERY CORP.
(Exact name of registrant as specified in its charter)
Oklahoma |
| 000-53641 |
| 26-3090646 |
(State or other jurisdiction of incorporation or organization) |
| (Commission File No.) |
| (I.R.S. Employer Identification No.) |
3908 Minnesota St., Bartlesville OK 74006
(Address of Principal Executive Offices)
_______________
(877) 488-8380
(Issuer Telephone number)
_______________
(Former Name or Former Address if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 þ No ¨
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). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The number of shares outstanding of the Registrant’s common stock as of October 13, 2011, was 31,073,593 shares of common stock.
1
SA RECOVERY CORP.
FORM 10-Q
TABLE OF CONTENTS
Item 2. Management's Discussion And Analysis Or Plan Of Operation
Item 3. Quantitative And Qualitative Disclosures About Market Risk
Item 4. Controls And Procedures
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Securities Holders
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SA RECOVERY CORP.
(A Development Stage Enterprise)
BALANCE SHEETS
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| 08/31/11 (Unaudited) |
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| 02/28/11 |
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ASSETS |
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Current Assets |
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| Cash | $ | 2,579 |
| $ | 2,238 |
| Total current assets |
| 2,579 |
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| 2,238 |
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TOTAL ASSETS |
| 2,579 |
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| 2,238 | |
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LIABILITIES AND SHAREHOLDERS' DEFICIT |
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Current Liabilities |
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| Accounts payable | $ | 191 |
| $ | 7,450 |
| Accrued director salary |
| 12,500 |
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| 10,000 |
| Note payable - related party |
| 49,375 |
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| 33,375 |
| Convertible notes and interest payable |
| 75,004 |
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| 73,379 |
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| Total current liabilities |
| 137,070 |
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| 124,204 |
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| TOTAL LIABILITIES |
| 137,070 |
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| 124,204 |
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Shareholders' deficit |
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| Common stock, par value $0.001; 495 million shares authorized; 31,073,593 shares issued and outstanding at August 31, 2011 and February 28, 2011 |
| 3,107 |
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| 3,107 |
| Additional paid in capital |
| 66,159 |
|
| 64,504 |
| Deficit accumulated during the development stage |
| (203,757) |
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| (189,577) |
| Total shareholders' deficit |
| (134,491) |
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| (121,966) |
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TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ | 2,579 |
| $ | 2,238 | |
See Summary of Significant Accounting Policies and Notes to Unaudited Financial Statements.
SA RECOVERY CORP.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
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| Six Months Ended August 31, |
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| Three Months Ended August 31, |
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| Inception (07/28/08) to 8/31/11 | ||||||
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| 2011 |
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| 2010 |
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| 2011 |
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| 2010 |
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REVENUES | $ | - |
| $ | - |
| $ | - |
| $ | - |
| $ | - | |
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EXPENSES |
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| Director salary |
| 2,500 |
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| 2,500 |
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| 1,250 |
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| 1,250 |
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| 12,500 |
| General and administrative |
| 8,400 |
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| 12,217 |
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| 5,022 |
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| 8,505 |
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| 63,432 |
| Research and development |
| - |
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| - |
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| - |
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| - |
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| 46,500 |
| Asset impairments |
| - |
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| - |
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| - |
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| - |
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| 2,055 |
| Interest |
| 3,280 |
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| 2,071 |
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| 1,799 |
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| 1,068 |
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| 79,270 |
| Total expenses |
| 14,180 |
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| 16,788 |
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| 8,071 |
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| 10,823 |
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| 203,757 |
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| Net Loss | $ | (14,180) |
| $ | (16,788) |
| $ | (8,071) |
| $ | (10,823) |
| $ | (203,757) |
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| Weighted average shares outstanding |
| 31,073,593 |
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| 31,073,593 |
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| 31,073,593 |
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| 31,073,593 |
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| Loss per share (basic and fully diluted) |
| - |
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| - |
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| - |
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| - |
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|
See Summary of Significant Accounting Policies and Notes to Unaudited Financial Statements.
3
SA RECOVERY CORP.
(A Development Stage Enterprise)
STATEMENT OF SHAREHOLDERS’ DEFICIT
(Unaudited)
| Date | Capital Stock |
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| Additional Paid In Capital |
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| Accumulated Loss |
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| Total | |||
Shares |
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| Amount |
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Balances, 7/28/08 |
| - |
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| - |
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| - |
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| - |
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| - |
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Shares issued to former shareholders of AMS Health Sciences, Inc. | 07/28/08 | 13,593 |
| $ | 1 |
| $ | (1) |
| $ |
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| $ | - |
Founders' shares | 07/28/08 | 31,000,000 |
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| 3,100 |
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| (3,100) |
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| - |
Shares issued to escrow agents for settlements with creditors of AMS Health Sciences, Inc. | 07/28/08 | 60,000 |
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| 6 |
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| (6) |
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| - |
Discount on note payable |
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| 65,000 |
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| 65,000 |
Net loss, inception (7/28/08) to 2/28/09 |
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| (92,663) |
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| (92,663) |
Balances, 2/28/09 |
| 31,073,593 |
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| 3,107 |
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| 61,893 |
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| (92,663) |
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| (27,663) |
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Interest imputed on related party advances |
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| 310 |
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| 310 |
Net loss, year ended 2/28/10 |
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| (54,947) |
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| (54,947) |
Balances, 2/28/10 |
| 31,073,593 |
| $ | 3,107 |
| $ | 62,203 |
| $ | (147,610) |
| $ | (82,300) |
4
SA RECOVERY CORP.
(A Development Stage Enterprise)
STATEMENT OF SHAREHOLDERS’ DEFICIT
(Unaudited)
(Continued)
| Date | Capital Stock |
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| Additional Paid In Capital |
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| Accumulated Loss |
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| Total | |||
Shares |
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| Amount |
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Interest imputed on related party advances |
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| 2,301 |
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| 2,301 |
Net loss, year ended 2/28/11 |
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| (41,967) |
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| (41,967) |
Balances, 2/28/11 |
| 31,073,593 |
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| 3,107 |
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| 64,504 |
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| (189,577) |
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| (121,966) |
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Interest imputed on related party advances |
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| 1,655 |
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| 1,655 |
Net loss, six months ended 8/31/11 |
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| (14,180) |
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| (14,180) |
Balances, 8/31/11 |
| 31,073,593 |
| $ | 3,107 |
| $ | 66,159 |
| $ | (203,757) |
| $ | (134,491) |
See Summary of Significant Accounting Policies and Notes to Unaudited Financial Statements.
SA RECOVERY CORP.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Unaudited)
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| Quarter Ended August 31, |
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| Inception (07/28/08) to 8/31/11 | |||
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| 2011 |
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| 2010 |
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OPERATING ACTIVITIES: |
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Net loss | $ | (14,180) |
| $ | (16,788) |
| $ | (203,757) | |
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Adjustments to reconcile net loss to cash flows from operations: |
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| Amortization of discount on note payable |
| - |
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| - |
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| 65,000 |
| Amortization of intangible |
| - |
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| - |
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| 7,945 |
| Asset impairment |
| - |
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| - |
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| 2,055 |
| Interest imputed on related-party note |
| 1,655 |
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| 446 |
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| 4,266 |
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Changes in operating assets and liabilities |
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| Accounts payable and accrued liabilities |
| (3,134) |
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| 4,125 |
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| 22,695 |
| Cash used in operating activities |
| (15,659) |
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| (12,217) |
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| (101,796) |
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INVESTING ACTIVITIES |
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| Purchase of license permit |
| - |
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| - |
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| (10,000) |
| Cash used in investing activities |
| - |
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| - |
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| (10,000) |
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FINANCING ACTIVITIES |
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| Proceeds from note payable |
| - |
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| 65,000 |
| Proceeds from related-party note payable |
| 16,000 |
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| 10,613 |
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| 49,375 |
| Cash provided by financing activities |
| 16,000 |
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| 10,613 |
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| 114,375 |
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| Net increase in cash and cash equivalents during the year |
| 341 |
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| (1,604) |
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| 2,579 |
| Cash and cash equivalents at beginning of period |
| 2,238 |
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| 2,170 |
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| - |
| Cash and cash equivalents at end of period | $ | 2,579 |
| $ | 566 |
| $ | 2,579 |
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SUPPLEMENTAL CASH FLOW DISCLOSURES |
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| Cash paid for interest |
| - |
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| - |
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| - |
| Cash paid for income taxes |
| - |
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| - |
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| - |
See Summary of Significant Accounting Policies and Notes to Unaudited Financial Statements.
5
SA RECOVERY CORP.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1 –Basis of Presentation
Organization and History
SA Recovery Corp. was incorporated in Oklahoma on July 28, 2008. SA Recovery Corp. is a development stage company that is designing a mobile unit that removes contaminants from sand. As of the date of this filing, we have not generated any revenues from our operations.
Our former parent company, AMS Heath Sciences, Inc., (“AMS”) was originally incorporated on May 22, 1987. On December 27, 2007, AMS filed a voluntary Petition for Relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Western District of Oklahoma, Case no. 07-14678. On July 15, 2008, the Bankruptcy Court issued an Order Confirming the First Amended Plan of Reorganization with an effective date of July 28, 2008. Pursuant to the Plan, on July 28, 2008, AMS implemented a 1/670 reverse stock split; issued 25,000,000 restricted shares of common stock to IACE Investments Two, Inc.; issued 600,000 restricted shares of common stock pursuant to a DIP loan; issued 50,000 shares of common stock to the Bankruptcy Trustee; and issued 100 shares of common stock to each class 6 and class 7 claimholder. The products and operations of AMS were sold to a secured creditor.
On July 28, 2008, AMS completed a holding company reorganization that resulted in SA Recovery Corp., a wholly owned subsidiary of AMS, becoming the Holding Company with the exact same equity structure and shareholder base as the former AMS and AMS being merged into a wholly owned subsidiary of SA Recovery Corp., subsequently disposed of all ownership rights in the subsidiary and currently has no ownership or interest in any subsidiaries.
Our common stock is traded is traded on OTC Markets under the symbol “SARY”.
Nature of Operations
During the period ended August 31, 2011, the Company is continuing to further develop a mobile unit that removes contaminants from sand. However, we have not obtained any additional capital to modify the unit for commercial use.
Development Stage
The Company has not earned revenue from planned principal operations since inception (June 28, 2008). Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as provided for in guidance governing Development Stage Enterprises (“ASC 915”). Among the disclosures required by the guidance in ASC 915 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity (deficit) and cash flows disclose activity since the date of the Company's inception.
Basis of Presentation and Summary of Significant Accounting Policies
In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ending August 31, 2011. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our audited financial statements for the period ended February 28, 2011, as reported in Form 10-K filed with the SEC on June 17, 2011 as amended by our Form 10-K/A filed on July 11, 2011.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
6
Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. As of August 31, 2011, there were no cash equivalents.
Property and Equipment: New property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place.
Intangible Assets and Impairments: The Company amortizes intangible assets over their estimated useful lives unless such lives are deemed indefinite. Amortizable intangible assets are tested for impairment based on undiscounted cash flows, and, if impaired, written down to fair value based on either discounted cash flows or appraised values. Intangible assets with indefinite lives are tested annually for impairment and written down to fair value as required. No impairment of intangible assets has been recorded during any of the periods presented.
Revenue Recognition: SA Recovery recognizes revenue when persuasive evidence of an agreement exists, services have been rendered, the sales price of a unit is fixed or determinable, and collectibility is reasonably assured. Since our inception on July 28, 2008, SA Recovery has had no revenues.
Valuation of Long-Lived Assets: We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.
Stock Based Compensation: Stock-based awards to non-employees are accounted for using the fair value method in accordance with the guidance provided by Account Standards Codification (“ASC”) Topic No. 718 (“ASC 718”), dealing with compensation and stock-based compensation. This guidance requires that companies measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements.
We adopted the guidance of ASC 718 using the “modified prospective” method, which results in no restatement of prior period amounts. Under this method, the provisions of ASC 718 apply to all awards granted or modified after the date of adoption. In addition, compensation expense must be recognized for any unvested stock option awards outstanding as of the date of adoption on a straight-line basis over the remaining vesting period. We calculate the fair value of options using a Black-Scholes option pricing model. We do not currently have any outstanding options subject to future vesting therefore no charge is required for the period ended August 31, 2011. ASC 718 also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, ASC 718 requires a modification to the Company’s calculation of the dilutive effect of stock option awards on earnings per share. For companies that adopt ASC 718 using the “modified prospective” method, disclosure of pro forma information for periods prior to adoption must continue to be made.
Accounting For Obligations And Instruments Potentially To Be Settled In The Company’s Own Stock: We account for obligations and instruments potentially to be settled in the Company’s stock in accordance with the guidance provided by ASC Topic 815 (“ASC 815”), which addresses derivatives and hedging. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company’s own stock.
Fair Value of Financial Instruments: ASC 825 – Financial Instruments requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2011. The respective carrying value of certain on-balance sheet financial instruments approximated their fair values.
These financial instruments include cash and cash equivalents, accounts payable and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.
Earnings per Common Share: Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issuable upon the
7
conversion of our Preferred Stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented.
There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding for the three months ended August 31, 2011.
Income Taxes: We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.
Deferred income taxes are recorded in accordance with the guidance found in ASC Topic 740 (“ASC 740”) addressing income taxes. Under this guidance, deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse.
ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate.
In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.
ASC 740 requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.
Recent Accounting Pronouncements
In February, 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.
In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.
On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Company’s financial statements.
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The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Note 2 – Going Concern
The accompanying financial statements have been prepared assuming that SA Recovery Corp. will continue as a going concern. As shown in the accompanying financial statements, we had negative cash flows from operations of $101,796 during the period from inception (July 8, 2008) to August 31, 2011, and a working capital deficit of $134,491 at August 31, 2011. These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Management intends to finance these deficits by making additional shareholder notes and seeking additional outside financing through either debt or sales of its common stock.
Note 3 – Capital Structure
Common Stock
We are authorized to issue up to 495,000,000 shares of common stock at $.0001 par value with 31,073,593 issued as of August 31, 2011 and February 28, 2011.
Preferred Stock
We are authorized to issue up to 5,000,000 shares of preferred stock at $.0001 par value with no preferred shares issued as of August 31, 2011 and February 28, 2011.
Potentially Dilutive Securities
As is discussed in Note 4, On August 1, 2008, we issued a $65,000 note payable which, at the option of the holder, may be converted to 2 million shares of common stock.
Note 4 – Convertible Note Payable
On August 1, 2008, the Company borrowed $65,000 for working capital purposes and we issued a one-year note payable. The note matures on August 1, 2009 and bears interest at 5% per year. The holder has the right, with proper notice to convert the note into two-million shares of common stock at $.035 per share.
Since issuing this note, we have accrued $10,004 in interest to August 31, 2011.
On July 28, 2009, the maturity date of this note payable was extended until February 28, 2011. As of the date of the filing of this report, this note is in default.
Note 5 – Commitments and Contingencies
We have no outstanding commitments for office rental or other obligations for which we would require payout disclosures.
Note 6 – Related Party Transactions
At May 31, 2011, the Company owes $191 to a related party for expenses paid on behalf of the Company.
During the years ended February 28, 2011 and 2010, we received $20,700 and $9,150, respectively, from an affiliate to pay our operating costs. During the six months ended August 31, 2011, we received an additional $16,000 from this affiliate. During the six months ended August 31, 2011, we have imputed $1,655 of interest expense on these advances from an affiliate, charging interest expense with that amount and crediting Additional Paid in Capital.
Note 7 – Subsequent Events
The Company has evaluated subsequent events through the date these financial statements were issued.
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Item 2. Management's Discussion And Analysis Or Plan Of Operation
This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). For example, statements included in this report regarding our financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future product demand, supply, manufacturing, costs, marketing and pricing factors are all forward-looking statements. When we use words like "intend," "anticipate," “will,” “may,” “should,” “could,” “predict,” “potential,” "believe," "estimate," "plan" or "expect," we are making forward-looking statements. We believe that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information available to us on the date hereof, but we cannot assure you that these assumptions and expectations will prove to have been correct or that we will take any action that we may presently be planning. We have disclosed certain important factors that could cause our actual results to differ materially from our current expectations elsewhere in this report. You should understand that forward-looking statements made in this report are necessarily qualified by these factors. We are not undertaking to publicly update or revise any forward-looking statement if we obtain new information or upon the occurrence of future events or otherwise.
Description of Business
SA Recovery Corp. was incorporated in Oklahoma on July 28, 2008. SA Recovery Corp. is a development stage company that is engaged in the business of designing a mobile unit that removes contaminants from sand. As of the date of this filing, we have not generated any revenues from our operations.
Our former parent company, AMS Heath Sciences, Inc., (“AMS”) was originally incorporated on May 22, 1987. On December 27, 2007, AMS filed a voluntary Petition for Relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Western District of Oklahoma, Case no. 07-14678. On July 15, 2008, the Bankruptcy Court issued an Order Confirming the First Amended Plan of Reorganization with an effective date of July 28, 2008. Pursuant to the Plan, on July 28, 2008, AMS implemented a 1/670 reverse stock split; issued 25,000,000 restricted shares of common stock to IACE Investments Two, Inc.; issued 600,000 restricted shares of common stock pursuant to a DIP loan; issued 50,000 shares of common stock to the Bankruptcy Trustee; and issued 100 shares of common stock to each class 6 and class 7 claimholder. The products and operations of AMS were sold to a secured creditor.
On July 28, 2008, AMS completed a holding company reorganization that resulted in SA Recovery Corp., a wholly owned subsidiary of AMS, becoming the Holding Company with the exact same equity structure and shareholder base as the former AMS and AMS being merged into a wholly owned subsidiary of SA Recovery Corp., subsequently disposed of all ownership rights in the subsidiary and currently has no ownership or interest in any subsidiaries.
On July 28, 2008, the Company purchased the Sand Extraction Prototype I from CGJ Holding, LLC, a Nevada Limited Liability Company (“CGJ”) for the sum of $15,000. The Sand Extraction Prototype I is an apparatus designed to remove contaminants from sand. Concurrently, the Company entered into a two (2) year License Agreement with CGJ for the sum of $10,000 that grants the Company the exclusive right to make, use, and ultimately sell commercial units capable of removing contaminants, including asphalt, from sand or rock composite. The License is renewable in the event that the Company is able to sell a commercial version of the Sand Extraction Prototype I. Pursuant to the material terms of the Licensing Agreement, the Company is to a royalty fee of 10% of the gross receipts from the sale any commercial unit capable of removing impurities from sand resulting from the use of the technology. The License Agreement expires on the 28th day of July, 2010, as extended to August, 2010 but may be extended for an additional two years if the Company sells two commercial units capable of filtering impurities from sand at a rate of at least two cubic-yards per hour and for a sale price of no less than $100,000 each. The Company is currently negotiating to extend the terms for an additional year. In the event of default, the License may be terminated.
The Sand Extraction Prototype utilizes a fluidized bed, vibrating feeds in a counter-flow of wash water in the sand cleaning process. During that hour, the machine is capable of producing two cubic yard of cleaner sand. The completed product is intended to be a mobile unit outfitted onto a standard 50-foot trailer to send directly to a cleanup site. The prototype unit has been unable to sustain a production rate of four (4) cubic yards per hour. When funding becomes available, the Company intends to have the unit undergo an Engineer’s study to determine the exact parameters.
Our common stock is currently traded on the Pink Sheets under the symbol SARY. Prior to November 20, 2008, our common stock was traded on the Pink Sheets under the symbol AMSI.
PLAN OF OPERATIONS
As of August 31, 2011, the Company is continuing to further develop a mobile unit that removes contaminants from sand. The company did not have any sales or leases of the unit during the period from inception (July 28, 2008) to August 31, 2011.
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The plan of operation for the next 12 months is either to seek approximately $160,000 to address the technical problems with the Mobile Unit, to undertake other business activities, or to merge with another operating company.
Because the Company lacks funds, it may be necessary for officers, directors and shareholders to advance funds to the Company and to accrue expenses for Exchange Act compliance costs until such time as a successful business consolidation can be accomplished. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, directors will defer any compensation until such time as the Company generates sufficient revenue to pay expenses. However, if the Company engages outside advisors or consultants in its search for business opportunities, it may be necessary to attempt to raise additional funds. As of the date hereof, the Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital.
If the Company needs to raise capital, most likely the only method available would be the private sale of securities. Because the Company is a development stage company, it is unlikely that it could make a public sale of securities or be able to borrow any significant sum from either a commercial or a private lender. There can be no assurance that the Company will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on acceptable terms.
The Company does not intend to use any employees, with the exception of our sole officer Mr. Ditanna. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months. Also, the Company does not anticipate making any other significant capital expenditures until it can successfully complete an acquisition or merger.
LIQUIDITY AND CAPITAL RESOURCES
From Inception to August 31, 2011, we have funded most of our operational expenses from advances from our majority shareholder, IACE Investments Two, Inc. and from a convertible loan for $65,000 from an unrelated party. At August 31, 2011, SA Recovery Corp. had $2,579 remaining in cash, but we owed $137,070 in liabilities.
As of August 31, 2011, our sole focus is that of a Prototype Unit that was purchased in 2008 for the sum of $15,000. The Company has been attempting to further develop the Prototype Unit into a Mobile Unit that can be outfitted onto a semi-truck trailer. On August 31, 2011, our liabilities were $137,070 which consisted of convertible notes and interest payable of $75,004, advanced from an affiliate of $49,375, accounts payable of $191 and accrued director fees of $12,500. We had a stockholders’ deficit of $134,491.
Results of Operations – Six Months Ended August 31, 2011 versus 2010
For the three months ended August 31, 2011, we had total expenses $8,071 versus $10,823 for the same period ended August 31, 2010. This change was due to fluctuations in the timing of our Exchange Act Cost services.
The Company will require additional capital to fund operations of developing a Mobile Unit that is capable or removing contaminants from sand., unless operations generate sufficient revenues to support its business plan. The Company does not have any identified sources of capital at this time. Unless the Company finds needed capital, it will have to change its business objectives and operational plans and curtail some or all of its current operations. Because its capital needs compared to its available working capital and funding prospects, the Company has added a going concern note to the financial statements for the six months ended August 31, 2011. The note indicates that without an increase in revenues sufficient to cover expenses or additional sources of capital being obtained, the Company may have to substantially curtail operations or terminate operations. In such event, stockholders may experience a loss of their investment, and the Company may not be able to continue.
Item 3. Quantitative And Qualitative Disclosures About Market Risk
Substantially all of our financial assets consist of bank deposits and we own no portfolio investments that would expose our Company to the type of risks described in Item 304 of Regulation S-K.
Item 4. Controls And Procedures
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time
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periods and is accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our principal executive officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this quarterly report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Change In Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the six months ended August 31, 2011 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
SA Recovery is not currently a party to any legal proceeding.
Item 1A. Risk Factors
There have been no material changes in our risk factors since February 28, 2011. See risk factors, within our Form 10-K filed June 17, 2011.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Securities Holders
None
Item 5. Other Information
None
Item 6. Exhibits
Exhibit 31.1
Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities and Exchange Act of 1934.
Exhibit 32.1
Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SA RECOVERY CORP.
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By: /s/ James Ditanna | Chief Executive Officer, Chief Financial Officer | Dated: October 13, 2011 |
James Ditanna |
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INDEX TO EXHIBITS
EXHIBIT
DESCRIPTION
STATUS
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31 | Certification pursuant to Section 301 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
32 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
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