Rezolute, Inc. - Quarter Report: 2012 March (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from
__________ to __________

Commission file number  000-54495

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 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 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 registration was required to submit and post such files). 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

Yes  ¨     No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 3,926,000 shares of common stock issued as of May 14, 2012.

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

Fits My Style, Inc.

(A Development Stage Company)

Financial Statements

March 31, 2012

(Unaudited)

CONTENTS

Fits My Style, Inc

(A Development Stage Company)

Balance Sheets

See accompanying notes to financial statements

Fits My Style, Inc

(A Development Stage Company)

Statements of Operations

(Unaudited)

See accompanying notes to financial statements

Fits My Style, Inc

(A Development Stage Company)

Statements of Stockholders' Equity

From July 26, 2010 (Inception) to June 30, 2011 and for the nine months ended March 31, 2012

See accompanying notes to financial statements

Fits My Style, Inc

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

See accompanying notes to financial statements

Fits My Style, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012

(Unaudited)

Note 1 Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.

The financial information as of June 30, 2011 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended June 30, 2011.  The unaudited  interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the year ended June 30, 2011.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the period ended March 31, 2012 are not necessarily indicative of results for the full fiscal year.

Note 2 Nature of Operations and Summary of Significant Accounting Policies

Fits My Style, Inc. (the "Company"), was incorporated in Nevada on July 26, 2010. The Company is headquartered in Israel.

The Company is not yet able to determine where it will do business, as operations are expected to occur on an international basis.

The Company is developing a website that will allow buyers of furnishings to simulate how their home or office could look before making a purchase.

The Company’s fiscal year end is June 30.

Development Stage

The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing, and the development of the business plan.

Fits My Style, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012

(Unaudited)

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts in the financial statements and the accompanying notes. Such estimates and assumptions impact, among others, the following: estimated useful lives and potential impairment of intangible assets, the fair value of share-based payments, estimates of the probability and potential magnitude of contingent liabilities and the valuation allowance for deferred tax assets due to continuing and expected future operating losses.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

Risks and Uncertainties

The Company's operations may be subject to significant risk and uncertainties including financial, operational, regulatory and other risks associated with a development stage company, including the potential risk of business failure. Also, see Note 3 regarding going concern matters.

Cash

The Company considers all highly liquid instruments purchased with maturity of three months or less to be cash equivalents. The Company had no cash equivalents at March 31, 2012.

Intangible Assets

Costs incurred in the planning stage of a website are expensed as research and development while costs incurred in the development stage are capitalized and amortized using the straight-line method over the life of the asset, estimated to be three years.  Expenses subsequent to the launch will be expensed as website development expenses.

Intangible assets are reviewed for impairment if indicators of potential impairment exist. There have been no impairment charges taken since inception.

Earnings (Loss) Per Share

Basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.

Fits My Style, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012

(Unaudited)

Share-Based Payments

Generally, all forms of share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.

Research and Development

Research and development is expensed as incurred. Research and development expenses consist of the acquisition of certain intellectual property (“IP”). Also, see Note 4 regarding Intellectual property – related party.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have an effect on the Company’s financial statements.

Note 3 Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $25,337 and net cash used in operations of $28,087 for the nine months ended March 31, 2012, and a working capital deficit of $1,909 and a deficit accumulated during the development stage of $67,264.  In addition, the Company is in the development stage and has not yet generated any revenues. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company has positive working capital at March 31, 2012, the Company expects that its current cash resources as well as expected lack of operating cash flows will not be sufficient to sustain operations for a period greater than one year.

The ability of the Company to continue its operations is dependent on Management's plans, which include continuing to raise equity based financing as well as development of the business plan.

Fits My Style, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012

(Unaudited)

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 Intangible Assets

At March 31, 2012, the Company’s intangible asset consists of the following:

Estimated future amortization expense of intangible assets as of March 31, 2012 is as follows:

Note 5 Stockholders’ Equity

The Company has issued the following shares of common stock since inception:

Fits My Style, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012

(Unaudited)

Under Staff Accounting Bulletin Topic 5(G), “Transfers of Nonmonetary Assets by Promoters or Shareholders”, the IP was contributed to the Company at its historical cost basis of $0, as determined under generally accepted accounting principles. The Company has expensed this stock issuance as a component of research and development.

The Company also considered the valuation of the IP, whereby these assets had never been previously developed for commercialization. The IP acquired will be used by the Company in the attempt of furthering the business plan.

Note 6 Fair Value

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The following are the hierarchical levels of inputs to measure fair value:

The Company's financial instruments consisted of accounts payable. The carrying amount of the Company's financial instruments generally approximated its fair value as of March 31, 2012, due to the short-term nature of this instrument.

Fits My Style, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012

(Unaudited)

Note 7 Subsequent events

On April 2, 2012, the Company issued 90,000 restricted shares of common stock for services rendered, having a fair value of $4,500 ($0.05/share), based upon the value of the services.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward - Looking Statements

The statements contained in this Quarterly Report on Form 10-Q that are not historical facts are "forward-looking statements". Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as "believes," "intends," "plans" "expects," "may," "will," "should," or "anticipates" or the negative thereof or other variations thereon or comparable terminology, and similar expressions are intended to identify forward-looking statements.  We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance e, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements, or industry results, expressed or implied by such forward-looking statements. Such forward-looking statements appear in Item 2 –“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as elsewhere in this Quarterly Report. The factors discussed herein and expressed from time to time in our filings with the Securities and Exchange Commission could cause actual results and developments to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this filing, and except as required by law we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

As used in this Quarterly Report, the terms "we", "us", "our", “the Company”, and "FMS" mean Fits My Style Inc. unless otherwise indicated.

Overview and Recent Developments

We were incorporated in the State of Nevada on July 26, 2010. We are a development stage company and to date, have not generated any revenue from operations. On June 14, 2010 we filed a registration statement on Form S-1 which was declared effective on August 12, 2011. As a result we became a reporting company. Our shares of common stock began to be quoted on the Over the Counter Bulletin Board as of May 8, 2012 under the symbol FMYY.OB.

We are yet to initiate operations and are still in the process of technological development.

Our goal is to develop an interactive web service followed by a Smartphone application that will allow potential buyers to visualize how merchandise would look like as if the merchandise was placed in their home, office or any other location before they actually purchase the product.

In January 2012, in accordance with our plan of operation, we launched our new public website and the “Fits My Style Designer“ Proof-of-Concept (POC) website at http://www.fitsmystyle.com. The new website includes information about our company, brands and services. The new website also includes a hyperlink redirecting users to the company’s “Fits My Style Designer “ Proof-of-Concept (POC) website.

The Proof-of-Concept (POC) website simulates an online furniture retailer e-commerce store incorporating the “Fits My Style Designer“ web service. The information displayed in this area is taken from “Fits My Style” servers and is not related to any retailer web store or servers.

In the POC website, the user can browse through various furniture catalog. The user is then provided with the ability to choose one of the rooms displayed or to upload another image and create a new room. Once the user has chosen a room, the “Fits My Style Designer” web service opens the selected room in “Design” mode and allows the user to add furniture from an imitated retailer’s catalog to it and visually evaluate how the furniture will look like as if it was placed in the real room.  The service allows the user to position the furniture anywhere in the room, to move, scale, rotate, duplicate or delete it, and to add additional furniture to complete the room design to meet the user’s own favor and taste.

We are now focused on evaluating various alternatives for developing a more advanced and complete version of POC merchant-to-location web service. New additions to this version would be its administrative back-office capabilities that relies heavily on the Company’s business logic which we believe would mature once we establish partnerships with website owners and completely understand their needs. The following phase after that will be to develop the Beta version which will also include greater capabilities and many more features that are not available in either version of the POC website. The development of the Beta version is not planned to be outsourced and will require recruiting in-house development staff, renting adequate space and require major additional funding. We estimate that the development of the Beta Version will take approximately 12 to 18 months after we have raised the required capital and hired the staff needed. There can be no assurance however that additional capital will be available to us.

Significant Accounting Policies and Estimates

Our financial statements are prepared in accordance with U.S. GAAP. In connection with the preparation of the financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time the consolidated financial statements are prepared. On a regular basis, management reviews our accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.  Our significant accounting policies are described in note 2 to our financial statements for the period ended March 31, 2012.

RESULTS OF OPERATIONS – THREE MONTHS ENDED MARCH 31, 2012 COMPARED WITH THE THREE MONTHS ENDED MARCH 31, 2011.

As we were incorporated in July 2010, we have minimal operating history from which to report and have generated no revenues since incorporation. We had a net loss of $9,945 for the three months ended March 31, 2012 compared to $24,407 for the three months ended March 31, 2011.

Research and Development; Website Development Costs – related party

We had no research and development expenses during the three months ended March 31, 2012 compared with $23,924 for the three months ended March 31, 2011. Website and development costs amounted to $1,340 in the three months ended March 31, 2012 compared with $0 for the three months ended March 31, 2011. The $1,340 was paid to beIT Visual Communications Ltd. (“beIT”), a company owned and controlled by our president, treasurer and director, Mr. Bar, pursuant to a web site design consultation agreement between our company and beIT.

General and Administrative

General and administrative expenses increased to $8,605 in the three months ended March 31, 2012 from $483 for the three months ended March 31, 2011. The increase is attributable to the increase in our legal expenses, printing and auditing fees in connection with our becoming a reporting company as well as expenses incurred in connection with the quotation of our stock on the Over the Counter Bulletin Board.

RESULTS OF OPERATIONS –NINE MONTHS ENDED MARCH 31, 2012 COMPARED TO THE PERIOD OF JULY 26, 2010 [INCEPTION] TO MARCH 31, 2011.

We had a net loss of $25,337 for the nine months ended March 31, 2012, mostly attributable to general and administrative expenses in connection with our becoming a reporting company compared to $26,745 for the period of July 26, 2010 (inception) to March 31, 2011, primarily related to research and administrative expenses in connection with the assignment by our CEO to us of all of his rights in what is known as the Fits My Style products and invention .

Research and Development

We incurred no research and development expenses in the nine months ended March 31, 2012 compared to $24,500 incurred during the period July 26, 2010 (inception) to March 31, 2010 which related to the issuance of shares to our Chief Executive Officer in consideration with the assignment of all of his rights in what is known as the Fits My Style products and invention. Website and development costs amounted to $1,340 in the nine months ended March 31, 2012 compared with 0 for the period of July 26, 2010 (inception) to March 31, 2011. The $1,340 was paid to beIT, a company owned and controlled by our president and director, Mr. Bar, pursuant to a web site design consultation agreement between our company and beIT.

General and Administrative

General and administrative expenses for the nine months ended March 31, 2012 increased to $23,997 from $2,245 incurred during the period July 26, 2010 (inception) to March 31, 2011. The increase is attributable to the increase in our professional fees in connection with our becoming a reporting company as well as expenses incurred in connection with the quotation of our stock on the Over the Counter Bulletin Board.

Liquidity and Capital Resources

As of March 31, 2011, we had cash of $6,943 and total assets of $8,888, of which $1,945 were attributed to Website Development costs – related party - net. As of March 31, 2012 we had current liabilities of $8,852.

Net cash used in operating activities during the nine months ended March 31, 2012 was $28,087. Net cash used in investing activities was $2,000 and was attributable to Website Development costs – related party net, paid to beIT, a company owned and controlled by our president, treasurer and director, Mr. Bar, pursuant to a web site design consultation agreement between our company and beIT.

From October through December of 2010, we conducted a private placement whereby we offered and sold an aggregate of 776,000 shares of our common stock to 6 shareholders pursuant to an exemption from registration under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and 35 shareholders pursuant to an exemption from registration under Regulation S of the Securities Act, for an aggregate consideration of $38,800, or $0.05 per share.

As of March 31, 2012, we had a net loss and a deficit accumulated during the development stage of $67,264. This factor raises substantial doubt about our ability to continue as a going concern. While we have positive working capital at March 31, 2012, management expects that its current cash resources as well as expected lack of operating cash flows will not be sufficient to sustain operations for a period greater than six months.

Going Concern Consideration

The ability of the Company to continue as a going concern is dependent on management's plans, which include continuing to raise equity based financing as well as development of the business plan. Our audited financial statements included in our annual report for the year ended June 30, 2011, as well as the audited financial statements included in our Registration Statement on Form S-1 (Registration No. 333-174892) for the period ended March 31, 2011, contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The Company believes that it will need approximately $40,000 to fund its expenses over the next twelve months. In addition, in order to develop the more advanced and complete version of our POC merchant-to-location web service, we will need to raise an additional $100,000.

There can be no assurance that additional capital will be available to the Company. The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures - As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Based on that evaluation and the material weakness described below, our management concluded that we did not maintain effective disclosure controls and procedures as of March 31, 2012 in ensuring that information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that it is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management has identified control deficiencies regarding a lack of segregation of duties, and a need for a stronger internal control environment. Our management believes that these deficiencies, which in the aggregate constitute a material weakness, are due to the small size of our staff, which makes it challenging to maintain adequate disclosure controls.

Changes in Internal Control Over Financial Reporting - There has been no change in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds

On April 2, 2012, the Company issued 10,000 shares of its common stock its non-US consultant in consideration for consulting services rendered to the Company. The issuance was made in reliance upon an exemption from registration provided under Regulation S of the Securities Act of 1933, as amended.

On April 2, 2012, the Company issued 80,000 shares of its common stock to its consultant in consideration for consulting services rendered to the Company. The issuance was made in reliance upon an exemption from registration under section 4(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not Applicable

ITEM 5. OTHER INFORMATION

None.

Item 6. Exhibits.

*Filed herewith.

**Furnished herewith.

SIGNATURES

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.

FITS MY STYLE INC.