RemSleep Holdings Inc. - Quarter Report: 2009 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2009
Commission File Number 333-146735
Bella Viaggio, Inc.
(Exact name of registrant as specified in its charter)
Nevada |
| 33-1176182 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
Bella Viaggio, Inc.
2120 58th Avenue
Suite 107
Vero Beach, Florida 32966
(772) 584-3308 (772) 584-3308
(Registrant’s telephone number, including area code)
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 S 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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer £ |
| Accelerated filer £ |
Non-accelerated filer £ |
| Smaller reporting company S |
(Do not check if a smaller reporting company) |
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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 £ No S
2,644,500 shares of Common Stock, par value $0.001, were outstanding on November 23, 2009.
BELLA VIAGGIO, INC.
INDEX
| Page |
| Number |
PART I - FINANCIAL INFORMATION | 3 |
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Item 1 – Financial Statements -Unaudited | 3 |
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Balance Sheets | 5 |
Statements of Operations | 6 |
Statements of Cash Flows | 7 |
Notes to Financial Statements | 8 |
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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations | 12 |
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Item 3 – Quantitative and Qualitative Disclosure About Market Risk | 13 |
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Item 4 – Controls and Procedures | 13 |
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PART II – OTHER INFORMATION | 14 |
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Item 1 - Legal Proceedings | 14 |
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Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
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Item 3 - Defaults upon Senior Securities | 14 |
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Item 4 – Submission of Matters to a Vote of Security Holders | 14 |
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Item 5 - Other Information | 14 |
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Item 6 – Exhibits | 14 |
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Signatures | 15 |
2
PART I ― FINANCIAL INFORMATION
Item 1. Financial Statements Prepared by the Company
BELLA VIAGGIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
Unaudited Financial Statements
September 30, 2009 and 2008
3
BELLA VIAGGIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
Unaudited Financial Statements
September 30, 2009 and 2008
TABLE OF CONTENTS
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| Page(s) |
Balance Sheets as of September 30, 2009 and December 31, 2008 | 5 | |
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Statements of Operations for the three and nine months ended September 30, 2009 and 2008 and the period of June 6, 2007 (Inception) to September 30, 2009 | 6 | |
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Statements of Cash Flows for the nine months ended September 30, 2009 and 2008 and the period of June 6, 2007 (Inception) to September 30, 2009 | 7 | |
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Notes to the Unaudited Financial Statements | 8 | |
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5
BELLA VIAGGIO, INC. | |||||||||||||||
(A Development Stage Enterprise) | |||||||||||||||
Statements of Operations (Unaudited) | |||||||||||||||
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| For the period from June 6, 2007 (inception) to September 30, 2009 | |
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| Three months ended September 30, |
| Nine months ended September 30, |
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| 2009 |
| 2008 |
| 2009 |
| 2008 |
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Revenue | $ | - |
| $ | - |
| $ | - |
| $ | - |
| $ | - | |
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Expenses |
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| Office expenses |
| - |
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| - |
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| 500 |
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| 2,100 |
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| 8,497 |
| Website |
| - |
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| - |
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| - |
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| 200 |
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| 2,100 |
| Professional fees |
| 200 |
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| 11,000 |
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| 23,925 |
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| 25,325 |
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| 84,700 |
Total expenses |
| 200 |
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| 11,000 |
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| 24,425 |
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| 27,625 |
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| 95,297 | |
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Net loss | $ | (200) |
| $ | (11,000) |
| $ | (24,425) |
| $ | (27,625) |
| $ | (95,297) | |
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Basic and diluted loss per common share | $ | (0.00) |
| $ | (0.00) |
| $ | (0.01) |
| $ | (0.01) |
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Weighted average shares outstanding |
| 2,644,500 |
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| 2,564,377 |
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| 2,644,500 |
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| 2,473,102 |
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See accompanying notes to financial statements | |||||||||||||||
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BELLA VIAGGIO, INC. | ||||||||||
(A Development Stage Enterprise) | ||||||||||
Statements of Cash Flows (Unaudited) | ||||||||||
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| For the period of June 6, 2007 (inception) to September 30, 2009 | |
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| Nine months ended September 30, |
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| 2009 |
| 2008 |
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Cash flows from operating activities |
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| Net loss | $ | (24,425) |
| $ | (27,625) |
| $ | (95,297) | |
Adjustments to reconcile net income to net cash used in operating activities | ||||||||||
| Common stock issued for services | - |
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| - |
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| 32,000 | ||
| Changes in operating assets and liabilities: |
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| Prepaid expenses |
| 7,500 |
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| (10,000) |
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| - |
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| Accounts payable |
| 10,775 |
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| (50) |
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| 11,225 |
Net cash used in operating activities | (6,150) |
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| (37,675) |
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| (52,072) | |||
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Net cash used in investing activities |
| - |
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| - | ||
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Cash flows from financing activities |
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| Proceeds from shareholder loan | 5,750 |
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| 5,850 |
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| 14,700 | |
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| Repayments of shareholder loan | - |
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| (5,000) |
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| (5,000) | |
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| Proceeds from sale of stock |
| - |
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| 37,450 |
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| 42,950 |
Net cash provided by financing activities | 5,750 |
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| 38,300 |
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| 52,650 | |||
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| Net (decrease) increase in cash | (400) |
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| 625 |
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| 578 | |
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| Cash at beginning of period |
| 978 |
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| 353 |
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| - |
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| Cash at end of period | $ | 578 |
| $ | 978 |
| $ | 578 |
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Disclosure of non-cash financing activities: |
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| Issuance of common stock for professional and legal services | $ | - |
| $ | - |
| $ | 32,000 | |
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Supplemental Cash Flow Information: |
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| Cash paid for interest | $ | - |
| $ | - |
| $ | - | |
| Cash paid for income taxes | $ | - |
| $ | - |
| $ | - | |
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See accompanying notes to financial statements | ||||||||||
7
BELLA VIAGGIO, INC.
(A Development Stage Enterprise)
Notes to the Unaudited Financial Statements
September 30, 2009 and 2008
Note 1 – Nature of Business
The unaudited financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such SEC rules and regulations; nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10K, which was filed with the SEC on April 23, 2009. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of Bella Viaggio, Inc., as of September 30, 2009 and 2008 and the results of its operations and cash flows for the three and nine month periods then ended, have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year.
Bella Viaggio, Inc. (“Company”) was organized June 6, 2007 under the laws of the State of Nevada for the purpose of owning and operating a chain of day spas and salons. The Company currently has no operations or realized revenues from its planned principle business purpose and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises,” is considered a Development Stage Enterprise.
Note 2 – Significant Accounting Policies
Recent Accounting Pronouncements
Recently Implemented Standards
ASC 105, Generally Accepted Accounting Principles ("ASC 105") (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board ("FASB") into a single source of authoritative generally accepted accounting principles ("GAAP") to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification ("ASC") carries an equal level of authority. 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. Accordingly, all other accounting literature will be deemed "non-authoritative". ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company's references to GAAP authoritative guidance but did not impact the Company's financial position or results of operations.
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BELLA VIAGGIO, INC.
(A Development Stage Enterprise)
Notes to the Unaudited Financial Statements
June 30, 2009 and 2008
Note 2 – Significant Accounting Policies (continued)
ASC 855, Subsequent Events ("ASC 855") (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company's evaluation of its subsequent events. ASC 855 defines two types of subsequent events, "recognized" and "non-recognized". Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations.
In August 2009, the FASB issued Accounting Standards Update No. 2009-05, “Measuring Liabilities at Fair Value,” (“ASU 2009-05”). ASU 2009-05 provides guidance on measuring the fair value of liabilities and is effective for the first interim or annual reporting period beginning after its issuance. The Company’s adoption of ASU 2009-05 did not have an effect on its disclosure of the fair value of its liabilities.
Recently Issued Standards
In September 2009, the FASB issued ASC Update No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) ("ASC Update No. 2009-12"). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category. The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The Company does not expect that the implementation of ASC Update No. 2009-12 will have a material effect on its financial position or results of operations.
9
BELLA VIAGGIO, INC.
(A Development Stage Enterprise)
Notes to the Unaudited Financial Statements
June 30, 2009 and 2008
Note 2 – Significant Accounting Policies (continued)
In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) ("Statement No. 167"). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 ("FIN 46R") to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity's economic performance. This statement also enhances disclosures about a company's involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operations
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 ("Statement No. 166"). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 ("Statement No. 140") and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No. 166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 166 will have a material impact on its financial position or results of operations.
10
BELLA VIAGGIO, INC.
(A Development Stage Enterprise)
Notes to the Unaudited Financial Statements
June 30, 2009 and 2008
Note 3 – Going Concern
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses, and (2) as a last resort, seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
11
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations.
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing and actual results may differ materially from historical results or our predictions of future results.
General
Bella Viaggio, Inc. (the “Company”) is a development stage company that was incorporated on June 6, 2007, in the state of Nevada. The Company has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Since becoming incorporated, Bella Viaggio has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations and the Company owns no subsidiaries. The fiscal year end is December 31st. The Company has not had revenues from operations since its inception and/or any interim period in the current fiscal year.
Plan of Operation
As of September 30, 2009, we have $578 of cash available. We have current liabilities of $20,725. From the date of inception (June 6, 2007) to June 30, 2009, the Company has recorded a net loss of $95,097 of which were expenses relating to the initial development of the Company, filing its Registration Statement on Form SB-2, and expenses relating to maintaining Reporting Company status with the SEC. In order to survive as a going concern over the Company will require additional capital investments or borrowed funds to meet cash flow projections and carry forward our business objectives. There can be no guarantee or assurance that we can raise adequate capital from outside sources to fund the proposed business. Failure to secure additional financing would result in business failure and a complete loss of any investment made into the Company.
The Company filed a registration statement on Form SB-2 on October 16, 2007, which was deemed effective on October 22, 2007. Since this time the Company has sold 340,500 shares of common stock to the public with total proceeds raised of $34,500. These proceeds have been utilized by the Company to fund its initial development including administrative costs associated with maintaining its status as a Reporting Company as defined by the Securities and Exchange Commission (“SEC”) under the Exchange Act of 1934 as amended. The Company plans to continue to focus efforts on selling their common shares through this offering in order to continue to fund its initial development and fund the expenses associated with maintaining a reporting company status.
In addition, the Company received permission for quotation of its common stock on the Over the Counter Bulletin Board (“OTCBB”). Management believes having its common stock quoted on the OTCBB will provide it increased opportunity to raise additional capital for its proposed business development. However, there can be no guarantee or assurance the Company will be successful in obtaining additional capital. To date there is no significant public market for the Company’s common stock. There can be no guarantee or assurance that a public market will ever exist for the common stock. Failure to create a market for the Company’s common stock would result in business failure and a complete loss of any investment made into the Company.
Product Research and Development
The Company does not anticipate any costs or expenses to be incurred for product research and development within the next twelve months.
Employees
There are no employees of the Company, excluding the current President and Director, Mr. Davis and the Company does not anticipate hiring any additional employees within the next twelve months.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
12
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable
Item 4. Controls and Procedures
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
As of March 31, 2009, management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of June 30, 2008 and communicated the matters to our management.
Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.
We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board.
In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
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Changes in Internal Controls.
There were no significant changes in the Company's internal controls or, to the Company's knowledge, in other factors that could significantly affect these controls subsequent to the date of their evaluation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and 8K
(a) Exhibits furnished as Exhibits hereto:
Exhibit No. |
| Description |
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31.1 |
| Certification of Ronald G. Brigham pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 |
| Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| Bella Viaggio, Inc. | |
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Date: November 23, 2009 | By: | /s/ Ronald A. Davis |
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| Ronald A. Davis |
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| Chief Financial Officer, Treasurer and Clerk |
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| (principal financial and accounting officer) |
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Date: November 23, 2009 | By: | /s/ Ronald A. Davis |
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| Ronald A. Davis |
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| President and Chief Executive Officer |
15