Sundance Strategies, Inc. - Quarter Report: 2012 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X .
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: June 30, 2012
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
JAVA EXPRESS, INC.
(Exact name of registrant as specified in its charter)
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Nevada | 000-50547 | 88-0515333 |
(State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification No.) |
4626 North 300 West, Suite 365
Provo, Utah 84604
(Address of principal executive offices) (Zip Code)
801-691-5955
(Registrant’s telephone number, including area code)
Check 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 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 Registrant was required to submit and post such files). Yes R No £ The Registrant does not have a web site.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:
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Large accelerated filer . | Accelerated filed . | Non-accelerated filer . | Smaller reporting company X . |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes X . No .
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock as of the latest practicable date.
As of August 3, 2012, the Registrant had 11,280,140 shares of common stock outstanding.
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TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
UNAUDITED FINANCIAL STATEMENTS
December 31, 2011
Balance Sheets | 4 |
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Statements of Operations for the Three Months Ended June 30, 2012 and 2011 and for the period December 14, 2001 (Inception of Development Stage) to June 30, 2012 | 5 |
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Statements of Cash Flows for the Three Months Ended June 30, 2012 and 2011 and for the period December 14, 2001 (Inception of Development Stage) to June 30, 2012 | 6 |
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Notes to Financial Statements | 7 |
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JAVA EXPRESS, INC. | ||||
(A Development Stage Company) | ||||
BALANCE SHEETS | ||||
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| June 30, |
| March 31, |
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| 2012 |
| 2012 |
ASSETS |
| (unaudited) |
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Current Assets |
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Cash & Cash Equivalents | $ | 207 | $ | 247 |
Total Current Assets |
| 207 |
| 247 |
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Total Assets | $ | 207 | $ | 247 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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LIABILITIES |
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Current Liabilities |
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Accounts Payable | $ | 385 | $ | 1,860 |
Advances from related parties |
| 15,250 |
| 10,300 |
Notes Payable |
| 750 |
| 750 |
Notes Payable - related party |
| 2,500 |
| 2,500 |
Accrued Interest |
| 486 |
| 421 |
Total Current Liabilities |
| 19,371 |
| 15,831 |
Total Liabilities |
| 19,371 |
| 15,831 |
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STOCKHOLDERS' EQUITY |
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Preferred Stock, par value $.001; 10,000,000 shares authorized; no shares issued and outstanding |
| - |
| - |
Common Stock, par value $.001; 50,000,000 shares authorized; 11,280,140 shares issued and outstanding |
| 11,280 |
| 11,280 |
Additional Paid-In Capital |
| 477,716 |
| 477,716 |
Deficit Accumulated During Development Stage |
| (508,160) |
| (504,580) |
Total Stockholders' Equity |
| (19,164) |
| (15,584) |
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Total Liabilities and Stockholders' Equity | $ | 207 | $ | 247 |
The accompanying notes are an integral part of these financial statements.
4
JAVA EXPRESS, INC. | ||||||
(A Development Stage Company) | ||||||
STATEMENTS OF OPERATIONS | ||||||
For the Three Months Ended June 30, 2012 and 2011 | ||||||
and the Cumulative Period from December 14, 2001 (Date of Inception | ||||||
of the Development Stage) to June 30, 2012 | ||||||
(unaudited) | ||||||
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| Cumulative |
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| From |
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| Dec. 14, 2001 |
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| For the |
| Development | ||
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| Three Months Ended |
| Stage) to | ||
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| June 30, |
| June 30, | ||
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| 2012 |
| 2011 |
| 2012 |
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Revenue | $ | - | $ | - | $ | 204,463 |
Cost of Revenue |
| - |
| - |
| 45,400 |
Gross Profit |
| - |
| - |
| 159,063 |
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Expenses |
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General and administrative |
| 3,515 |
| 4,541 |
| 468,271 |
Sales and marketing |
| - |
| - |
| 153,821 |
Total Operating Expenses |
| 3,515 |
| 4,541 |
| 622,092 |
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Operating Loss |
| (3,515) |
| (4,541) |
| (463,029) |
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Other Income (Expense): |
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Interest expense |
| (65) |
| (65) |
| (37,166) |
Gain on settlement of debt |
| - |
| - |
| 6,000 |
Miscellaneous income |
| - |
| - |
| 2,300 |
Loss on sale of investments |
| - |
| - |
| (23,019) |
Gain on sale of equipment |
| - |
| - |
| 6,754 |
Total Other Income (Expense) |
| (65) |
| (65) |
| (45,131) |
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Net Loss | $ | (3,580) | $ | (4,606) | $ | (508,160) |
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Loss Per Share |
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Basic and Diluted | $ | (0.00) | $ | (0.00) |
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Weighted Average Shares Outstanding |
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Basic and Diluted |
| 11,280,140 |
| 11,280,140 |
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The accompanying notes are an integral part of these financial statements.
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JAVA EXPRESS, INC. | |||||||
(A Development Stage Company) | |||||||
STATEMENTS OF CASH FLOWS | |||||||
For the Three Months Ended June 30, 2012 and 2011 | |||||||
and the Cumulative Period from December 14, 2001 (Date of Inception | |||||||
of the Development Stage) to June 30, 2012 | |||||||
(unaudited) | |||||||
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| Cumulative |
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| From |
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| Dec. 14, 2001 |
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| (Inception of |
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| Development |
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| For the Three Months Ended |
| Stage) to | ||
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| June 30, |
| June 30, | ||
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| 2012 |
| 2011 |
| 2012 |
Cash Flows From Operating Activities: |
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| Net Loss | $ | (3,580) | $ | (4,606) | $ | (508,160) |
| Adjustments to reconcile net loss to net cash used by operating activities: |
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| Net Cash Used In Operating Activities: |
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| Depreciation |
| - |
| - |
| 26,606 |
| Stock issued for interest on note |
| - |
| - |
| 98 |
| Gain on settlement of debt |
| - |
| - |
| (6,000) |
| Gain on sale of equipment |
| - |
| - |
| (6,754) |
| Loss on sale of investments |
| - |
| - |
| 23,019 |
| Changes in Operating Assets and Liabilities: |
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| Decrease in fixed assets |
| - |
| - |
| 5,345 |
| Increase (decrease) in accounts payable |
| (1,475) |
| 3,990 |
| 385 |
| Decrease in accounts payable-related party-services |
| - |
| - |
| 6,000 |
| Increase in accrued interest |
| 65 |
| 65 |
| 36,248 |
| Net Cash Used In Operating Activities: |
| (4,990) |
| (551) |
| (423,213) |
Cash Flows From Investing Activities: |
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| Cash acquired in acquisition |
| - |
| - |
| 6,245 |
| Proceeds from sale of equipment |
| - |
| - |
| 13,045 |
| Purchase of furniture and fixtures |
| - |
| - |
| (23,088) |
| Purchase of equipment |
| - |
| - |
| (53,500) |
| Net Cash Used In Investing Activities: |
| - |
| - |
| (57,298) |
Cash Flows From Financing Activities: |
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| Proceeds from sale of common stock |
| - |
| - |
| 208,566 |
| Capital contributed by shareholder-cash |
| - |
| - |
| 12,942 |
| Proceeds from advances from related parties |
| 4,950 |
| 2,000 |
| 15,250 |
| Proceeds from note payable |
| - |
| - |
| 247,208 |
| Proceeds from notes payable-related party |
| - |
| - |
| 2,500 |
| Payment of note |
| - |
| - |
| (5,748) |
| Net Cash Provided By Financing Activities |
| 4,950 |
| 2,000 |
| 480,718 |
Net (Decrease) Increase In Cash |
| (40) |
| 1,449 |
| 207 | |
Cash at Beginning of Period |
| 247 |
| 878 |
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Cash at the End of Period | $ | 207 | $ | 2,327 | $ | 207 | |
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Supplemental Disclosures of Cash Flow Information: |
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| Cash paid for interest | $ | - | $ | - | $ | 290 |
| Cash paid for income taxes | $ | - | $ | - | $ | - |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: |
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| Notes payable converted to common stock | $ | - | $ | - | $ | 240,055 |
| Stock issued in acquisition | $ | - | $ | - | $ | 27,433 |
| Fixed assets exchanged for services | $ | - | $ | - | $ | 5,345 |
| Fixed assets exchanged for investments | $ | - | $ | - | $ | 51,597 |
| Fixed assets exchanged for payment of notes | $ | - | $ | - | $ | 22,935 |
| Investments exchanged for notes | $ | - | $ | - | $ | 6,860 |
The accompanying notes are an integral part of these financial statements.
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JAVA EXPRESS, INC.
(Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 2012
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
The Company was incorporated under the laws of the State of Nevada on December 14, 2001, with authorized 50,000,000 shares of $.001 par value common stock and 10,000,000 shares of $.001 par value preferred stock. There are no shares of the preferred stock issued and outstanding and the terms have not been defined. The Company’s fiscal year end is March 31. Since December 14, 2001, the Company has been in the development stage. Initially, the Company developed a “turn key” retail coffee kiosk design with the intention of operating retail kiosk(s) in the Las Vegas, Nevada area, and elsewhere. Although, and the Company began marketing the concept, it was determined that this venture would not be successful the Company sought other business opportunities. In September, 2004, the Company entered into business coaching through the acquisition of K-Com Business Coaching Corp. The Company operated this business until January 30, 2006. There have been no operations since that time.
On September 29, 2004, the Company entered into a plan of reorganization whereby they acquired 100% ownership in K-Com Business Coaching Corp., a Utah Corporation, in exchange for 1,200,000 shares of common stock.
On January 30, 2006, the Company dissolved its wholly-owned subsidiary, K-Com Business Coaching Corp. All of the assets and liabilities of K-Com were absorbed by the Company and are reflected in its financial statements for the year ended March 31, 2006, and are recorded at book value.
Basis of Presentation
The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management’s opinion all adjustments necessary for a fair presentation of the Company’s financial statements are reflected in the interim periods included, and are of a normal recurring nature.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company recognizes income and expenses based on the accrual method of accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same.
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JAVA EXPRESS, INC.
(Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 2012
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Financial Instruments
The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities.
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.
On June 30, 2012, the Company had a net operating loss available for carry forward of $508,160. The tax benefit of approximately $152,448 from the loss carryforward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has been unable to project an estimated future operating profit. The loss carryforward will begin to expire in 2022.
Concentration of Credit Risk
There are no financial instruments that potentially subject the Company to significant concentration of credit risks.
Revenue Recognition
Revenue is recognized on the sale and delivery of a product or the completion of services provided.
Advertising and Market Development
The Company expenses advertising and market development costs as incurred.
Recent Accounting Pronouncements
The Company has reviewed recent accounting pronouncements and does not expect that the adoption of the recent accounting pronouncements will have a material impact on its financial statements.
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JAVA EXPRESS, INC.
(Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 2012
3. NOTES PAYABLE
On June 3, 2010, the Company entered into a promissory note agreement for $750. The note was payable within eighteen months. The note has a stated interest rate of 8% per annum. As of June 30, 2012 the principal balance was $750 with accrued interest of $125. The note maturity date was December 3, 2011.
On August 30, 2010 and September 29, 2010, the Company entered into promissory note agreements with a related party for $1,500 and $1,000, respectively. The notes have a stated interest rate of 8% per annum. As of June 30, 2012 the principal balance was $2,500 with accrued interest of $361. The note maturity dates were February 28, 2012 and March 29, 2012, respectively.
4. SIGNIFICANT RELATED PARTY TRANSACTIONS
As of June 30, 2012, all activities of the Company were conducted by the principal corporate officer from either his home or business office.
On August 30, 2010 and September 29, 2010, the Company entered into promissory note agreements with a related party for $1,500 and $1,000, respectively. The notes have a stated interest rate of 8% per annum. As of June 30, 2012 the principal balance was $2,500 with accrued interest of $361. The note maturity dates were February 28, 2012 and March 29, 2012, respectively.
On January 18, 2011, March 14, 2011, June 23, 2011, July 6, 2011, November 2, 2011, May 2, 2012 and April 1, 2012 the Company received advances from a related party for $1,000, $1,500, $2,000, $3,300, $2,500, $4,500 and $450, respectively.
During the year ended March 31, 2008, Globe Energy Technologies, LLC became a majority shareholder (49.7%) of the Company through its purchase of shares from the Company, certain selling shareholders and conversion of a promissory note. Globe Energy Technologies, LLC’s Managing Member is Mark Burdge, a director of the Company.
5. GOING CONCERN
Generally accepted accounting principles in the United States of America contemplate the continuation of the Company as a going concern. However, the Company had a net loss for the period ended June 30, 2012, of $3,580. Additionally it has accumulated operating losses since its inception and has limited business operations, which raises substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company is dependent upon the continuing financial support of investors and stockholders of the Company. The Company intends to attempt to acquire additional operating capital through private equity offerings to the public and existing investors to fund its business plan. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Safe Harbor for Forward-Looking Statements
When used in this Quarterly Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding events, conditions, and financial trends that may affect the Java’s future plans of operations, business strategy, operating results, and financial position. Persons reviewing this Quarterly Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors include, but are not limited to, general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.
General
Java Express, Inc. was incorporated on December 14, 2001, under the laws of the State of Nevada for the purpose of selling coffee and other related items to the general public from retail coffee shop locations. We commenced our operations and purchased both kiosk designs and equipment as well as conducted marketing studies. We began working with a contractor to design a “turn-key” kiosk” and we began negotiations with various casinos and mall spaces in the Las Vegas, Nevada area for placement of the kiosks. We continued to develop the “turn-key’ kiosk concept for further marketing in other geographical areas once our first kiosk was established. Our competition, however, especially from well known coffee companies such as Starbucks, increased during that time period and we were ultimately unsuccessful in establishing our retail coffee shop locations. We began looking for other business opportunities. On September 29, 2004, we acquired 100% ownership in K-Com Business Coaching Corp., a Utah Corporation. We discontinued our efforts to establish a coffee shop business and began focusing on developing K-Com’s existing business coaching operations. K-Com provided us with over $200,000 in revenues in 2005 and 2006. On January 30, 2006, we dissolved K-Com Business Coaching Services and all of its assets and liabilities were absorbed Java Express and are reflected in our financial statements for the year ended March 31, 2006. Our revenues from our coaching services began decreasing during the last quarter of our 2006 fiscal year. We had no revenues from the coaching business in each of the last four fiscal years. We are now a “shell company.”
Plan of Operation
Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.
During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing or to the payment of our Securities and Exchange Commission (the “SEC”) filing expenses and associated legal fees, accounting fees and costs incident to reviewing or verifying information about any potential business venture, any of which may be advanced by management or principal stockholders as loans to us. There is no agreement that management will advance these funds. We spent approximately $10,300 on accounting, legal and filing fees during our fiscal year ended March 31, 2012, to comply with our SEC filing requirements; in the prior year, we spent about $8,000 for legal, accounting and filing fees. We anticipate that expenses associated with our SEC filing requirements will be the same or more in the next 12 months, especially with the additional burden of XBRL filing requirements, which we began to comply with on our June 30, 2011, quarterly report; our XBRL requirements will cost us approximately $3,500 more during the next 12 months. At the end of June 30, 2012, we have $207 to satisfy all of our cash requirements for the coming year which is insufficient to fund our minimum operations.
Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective venture as of the date of this Quarterly Report, it is impossible to predict the amount of any such management or shareholder loans. Any such loan will be on terms no less favorable to us than would be available from a commercial lender in an arm’s length transaction. As of the date of this Quarterly Report, we have not actively begun to seek any such venture. No advance or loan from any affiliate will be required to be repaid as a condition to any agreement with future acquisition partners.
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When and if a business is commenced or an acquisition is made is presently unknown, and will depend upon various factors, including but not limited to, funding and its availability; and if and when any potential acquisition may become available to us at terms acceptable to us. The estimated costs associated with reviewing and verifying information about a potential business venture would be mainly for due diligence and the legal process, and could cost between $5,000 and $25,000. These funds will either be required to be loaned by management or raised in private offerings; we cannot assure you that we can raise these funds, if needed.
Liquidity and Capital Resources
Balance Sheet Information
The following information is a summary of our balance sheet as of June 30, 2012:
Summary Balance Sheet as of December 31, 2011
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Total Current Assets | $ | 207 |
Total Assets |
| 207 |
Total Current Liabilities |
| 19,371 |
Total Liabilities |
| 19,371 |
Accumulated Deficit |
| (508,160) |
Total Stockholders’ Equity | $ | (19,164) |
At June 30, 2012, our total current assets were $207 and consisted of cash and cash equivalents; we had no fixed assets. Liabilities at that date totaled $19,371 and consisted of accounts payable of $385, advances from related parties of $15,250, and notes payables aggregating $3,250 with accrued interest of $486.
Acquisition of Subsidiary through Issuance of Common Stock
We funded the acquisition of our subsidiary through the issuance of common stock. On September 29, 2004, the Company issued 1,200,000 shares of common stock for the 100% purchase of K-Com Business Coaching. The shares were issued in a private transaction without registration in reliance of the exemption provided by Section 4(2) of the Securities Act. No broker was involved and no commissions were paid on the transaction.
Funding Through Promissory Notes, and Advances
Between 2004 and 2008, we consistently funded operations through loans from both related and non-related parties through various convertible notes. As of our year ended March 31, 2008, all of the convertible notes entered into between 2004 and 2008 were paid.
On June 3, 2010, the Company entered into a promissory note agreement for $750. The note is payable within eighteen months. The note has a stated interest rate of 8% per annum. As of June 30, 2012 the principal balance was $750 with accrued interest of $125. The note maturity date was December 3, 2011.
On August 30, 2010 and September 29, 2010, the Company entered into promissory note agreements with a related party for $1,500 and $1,000, respectively. The notes have a stated interest rate of 8% per annum. As of June 30, 2012 the principal balance was $2,500 with accrued interest of $361. The note maturity dates were February 28, 2012 and March 29, 2012, respectively.
On January 18, 2011, March 14, 2011, June 23, 2011, July 6, 2011, November 2, 2011, May 2, 2012, and April 1, 2012, the Company received advances from a related party for $1,000, $1,500, $2,000, $3,300, and $2,500, $4,500, and $450, respectively.
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Funding through Private Placement
On March 11, 2008, we authorized the private offering of a maximum of 1,100,000 shares of our common stock that are “restricted securities.” These shares were sold to Globe Energy Technologies LLC at $0.05 per share, for proceeds of $55,000. No commissions were paid. Globe Energy Technologies, LLC, is now a 49.7% shareholder and is controlled by Mark Burdge, a director of Java since that same date. A $25,000 debt to our former President was satisfied for $19,000 with these funds, as well as a $5,458 convertible note. The balance of the proceeds were held in escrow and used to pay legal fees associated with the offering of $5,000 and as working capital.
Funding Future Acquisitions and Operations
Our ability to fund our operations and future acquisitions is discussed above under “Plan of Operations.”
Off-Balance Sheet Arrangements
None.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2011, our disclosure controls and procedures were, subject to the limitations noted above, effective to provide reasonable assurance that information 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 SEC rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting
Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
None; however, two shareholders have claimed that their shares of common stock were wrongfully transferred by the Company’s transfer agent to other parties based upon documents that contained forged signatures of such stockholders. The claim represents an aggregate of 190,000 shares. No legal proceedings have been filed against the Company; and the Company has responded to these claims and asserted that it has no liability to reissue these shares to these persons, based upon its review of applicable documentation.
Item 1A. Risk Factors
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the period covered by this Quarterly Report, no unregistered securities were sold; and no proceeds from the sale of registered securities were received.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety
None
Item 5. Other Information.
None.
Item 6. Exhibits.
No. |
| Description |
2.1 |
| Agreement and Plan of Reorganization, dated September 29, 2004 between Java Express, Inc. and K-Com Business Coaching Corp. (2) |
3.1 |
| Articles of Incorporation as amended (1) |
3.2 |
| Bylaws (1) |
31.1 |
| Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3) |
31.2 |
| Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (3) |
32.1 |
| Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3) |
32.2 |
| Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3) |
101.INS |
| XBRL Instance Document |
101.SCH |
| XBRL Taxonomy Extension Schema Document |
101.CAL |
| XBRL Taxonomy Calculation Linkbase Document |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| XBRL Taxonomy Label Linkbase Document. |
101.PRE |
| XBRL Taxonomy Presentation Linkbase Document. |
(1)Filed with our initial Form 10SB Registration Statement on January 12, 2004.
(2)Filed as Exhibit 2.0 to Form 8-K filed with the SEC on October 5, 2006.
(3)Filed herewith.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
JAVA EXPRESS, INC.
(Registrant)
Dated: | August 10, 2012 |
| By: | /s/ Mark Burdge |
|
|
|
| Mark Burdge, President, Chief Executive Officer Director |
Dated: | August 10, 2012 |
| By: | /s/ Del Higginson |
|
|
|
| Del Higginson, Chief Financial Officer, Treasurer Secretary and Director |
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