Sunshine Biopharma, Inc - Quarter Report: 2009 January (Form 10-Q)
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 January 31, 2009
[]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Commission File No.
0-52898
Mountain
West Business Solutions, Inc.
(Exact
Name of Registrant as specified in its charter)
Colorado
|
20-5566275
|
(State
or other jurisdiction
|
(IRS
Employer File Number)
|
of
incorporation)
|
9844 W
Powers Circle
Littleton,
Colorado 80123
(Address of principal executive
offices) (zip
code)
720-404-7882
(Registrant's
telephone number, including area code)
Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports); and (2) has been subject
to such filing requirements for the past 90 days. Yes
[X] No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer,” and “small reporting company” in Rule
12b-2 of the Exchange Act.
Large
accelerated filer
[]
|
Accelerated
filer []
|
Non-accelerated
filer [] (Do not check if a smaller reporting company)
|
Smaller
reporting company [X]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes [] No
[X]
The
number of shares outstanding of the Registrant's common stock, as of the latest
practicable date: January 31, 2009:
9,388,000 shares.
FORM
10-Q
MOUNTAIN
WEST BUSINESS SOLUTIONS, INC.
TABLE
OF CONTENTS
PAGE
|
|
PART
I FINANCIAL INFORMATION
|
|
Item
1. Financial Statements for the period ended January 31,
2009
|
|
Balance Sheet
(Unaudited)
|
5
|
Statements of
Operations (Unaudited)
|
6
|
Consolidated Statement Of Shareholders'
Equity
|
7
|
Statements of
Cash Flows (Unaudited)
|
8
|
Notes
to Financial Statements
|
9
|
Item
2. Management’s Discussion and Analysis and Plan of
Operation
|
11
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
14
|
Item
4. Controls and Procedures
|
14
|
Item
4T. Controls and Procedures
|
14
|
|
|
PART
II OTHER INFORMATION
|
|
Item
1. Legal Proceedings
|
15
|
Item
1A. Risk Factors
|
15
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
18
|
Item
3. Defaults Upon Senior Securities
|
18
|
Item
4. Submission of Matters to a Vote of Security Holders
|
18
|
Item
5. Other Information
|
18
|
Item
6. Exhibits
|
18
|
Signatures
|
19
|
-
2 -
PART
I FINANCIAL INFORMATION
References
in this document to "us," "we," or "Company" refer to MOUNTAIN WEST BUSINESS
SOLUTIONS, INC.
ITEM
1. FINANCIAL STATEMENTS
MOUNTAIN
WEST BUSINESS SOLUTIONS, INC.
CONSOLIDATED
FINANCIAL STATEMENTS
(Unaudited)
Quarter
Ended January 31, 2009
-
3 -
Mountain
West Business SOLUTIONS, Inc.
Consolidated
Financial Statements
(Unaudited)
TABLE
OF CONTENTS
PAGE
|
|
Balance Sheet
(Unaudited)
|
5
|
Statements of
Operations (Unaudited)
|
6
|
Consolidated Statement Of Shareholders'
Equity
|
7
|
Statements of
Cash Flows (Unaudited)
|
8
|
Notes
to Financial Statements
|
9
|
-
4 -
MOUNTAIN
WEST BUSINESS SOLUTIONS, INC.
BALANCE
SHEET
(A
Development Stage Company)
Unaudited
|
Audited
|
|||||||
January
|
July
|
|||||||
31, 2009
|
31, 2008
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 1,063 | $ | 4,362 | ||||
Prepaid
expenses
|
167 | 667 | ||||||
Total
Current Assets
|
1,230 | 5,029 | ||||||
TOTAL
ASSETS
|
$ | 1,230 | $ | 5,029 | ||||
LIABILITIES AND SHAREHOLDERS'
EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Current
portion notes payable
|
22,000 | 17,000 | ||||||
Accounts
payable
|
5,905 | 5,213 | ||||||
Interest
payable
|
1,406 | 526 | ||||||
TOTAL
LIABILITIES
|
29,311 | 22,739 | ||||||
SHAREHOLDERS' EQUITY
|
||||||||
Preferred
stock, $.10 par value per share;
|
||||||||
Authorized
1,000,000 Shares; Issued
|
||||||||
and
outstanding -0- shares.
|
- | - | ||||||
Common
Stock, $.001 per share;
|
||||||||
Authorized
50,000,000 Shares; Issued
|
||||||||
and
outstanding 9,388,000 shares
|
9,388 | 9,388 | ||||||
Capital
paid in excess of par value
|
17,129 | 17,129 | ||||||
(Deficit)
accumulated during the development stage
|
(54,598 | ) | (44,227 | ) | ||||
TOTAL
SHAREHOLDERS' EQUITY
|
(28,081 | ) | (17,710 | ) | ||||
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
|
$ | 1,230 | $ | 5,029 |
The
accompanying notes are an integral part of the consolidated financial
statements.
-
5 -
MOUNTAIN
WEST BUSINESS SOLUTIONS, INC.
UNAUDITED
STATEMENTS OF OPERATIONS
(A
Development Stage Company)
Unaudited
|
Unaudited
|
|||||||
3
Months
|
3
Months
|
|||||||
Ended
|
Ended
|
|||||||
January
|
January
|
|||||||
31, 2009
|
31, 2008
|
|||||||
Revenue:
|
$ | - | $ | - | ||||
General
& Administrative Expenses
|
||||||||
Accounting
|
2,000 | 1,500 | ||||||
Consulting
|
350 | - | ||||||
Legal
|
0 | - | ||||||
Office
|
753 | 765 | ||||||
Professional
fees
|
0 | - | ||||||
Stock
transfer
|
250 | - | ||||||
Total
G & A
|
3,353 | 2,265 | ||||||
(Loss)
from operations
|
(3,353 | ) | (2,265 | ) | ||||
Other
(Expenses) interest
|
(440 | ) | - | |||||
Net
(Loss)
|
$ | (3,793 | ) | $ | (2,265 | ) | ||
Basic
(Loss) per common share
|
(0.00 | ) | (0.00 | ) | ||||
Weighted
Average Common Shares Outstanding
|
9,388,000 | 9,388,000 |
The
accompanying notes are an integral part of the consolidated financial
statements.
-
6 -
MOUNTAIN
WEST BUSINESS SOLUTIONS, INC.
UNAUDITED
STATEMENTS OF OPERATIONS
(A
Development Stage Company)
Unaudited
|
Unaudited
|
Unaudited
|
||||||||||
6
Months
|
6
Months
|
August
31,
|
||||||||||
Ended
|
Ended
|
2006
(inception)
|
||||||||||
January
|
January
|
through
January
|
||||||||||
31, 2009
|
31, 2008
|
31, 2009
|
||||||||||
Revenue:
|
$ | - | $ | - | $ | - | ||||||
General
& Administrative Expenses
|
||||||||||||
Accounting
|
5,290 | 4,750 | 14,540 | |||||||||
Advertising
|
- | 2,000 | 2,000 | |||||||||
Consulting
|
350 | 1,000 | 9,850 | |||||||||
Office
|
1,351 | 3,303 | 6,806 | |||||||||
Legal
|
- | - | 7,700 | |||||||||
Stock
transfer
|
1,000 | - | 6,296 | |||||||||
Total
G & A
|
7,991 | 11,053 | 47,192 | |||||||||
(Loss)
from operations
|
(7,991 | ) | (11,053 | ) | (47,192 | ) | ||||||
Other
(Expenses) interest
|
(2,380 | ) | - | (7,406 | ) | |||||||
Net
(Loss)
|
$ | (10,371 | ) | $ | (11,053 | ) | $ | (54,598 | ) | |||
Basic
(Loss) per common share
|
(0.00 | ) | (0.00 | ) | (0.01 | ) | ||||||
Weighted
Average Common Shares Outstanding
|
9,388,000 | 9,388,000 | 9,388,000 |
The
accompanying notes are an integral part of the consolidated financial
statements.
-
7 -
Mountain
West Business Solutions, Inc.
(A
Development Stage Company)
Unaudited
Statement of Shareholders' Equity
Deficit
accumulated
|
||||||||||||||||||||
Number
Of
|
Capital
Paid
|
Dduring
the
|
||||||||||||||||||
Common
|
Common
|
in
Excess
|
development
|
|||||||||||||||||
Shares Issued
|
Stock
|
of Par Value
|
stage
|
Total
|
||||||||||||||||
Balance
at August 31, 2006 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
September
1, 2006 issued 8,500,000
|
||||||||||||||||||||
shares
of par value $.001 common stock
|
||||||||||||||||||||
for
services valued at or $.001 per share
|
8,500,000 | 8,500 | - | 8,500 | ||||||||||||||||
September
1, 2006 issued 500,000
|
||||||||||||||||||||
shares
of par value $.001 common stock
|
||||||||||||||||||||
for
cash of $500 or $.001 per share
|
500,000 | 500 | - | 500 | ||||||||||||||||
December
1, 2006 issued 250,000
|
||||||||||||||||||||
shares
of par value $.001 common stock
|
||||||||||||||||||||
for
cash of $10,000 or $.04 per share
|
250,000 | 250 | 9,750 | 10,000 | ||||||||||||||||
December
19, 2006 issued 20,000
|
||||||||||||||||||||
shares
of par value $.001 common stock
|
||||||||||||||||||||
for
cash of $2,000 or $.10 per share
|
20,000 | 20 | 1,980 | 2,000 | ||||||||||||||||
April
4, 2007 issued 118,000
|
||||||||||||||||||||
shares
of par value $.001 common stock
|
||||||||||||||||||||
for
cash of $29,500 or $.25 per share as
|
||||||||||||||||||||
part
of a private offering
|
118,000 | 118 | 29,382 | 29,500 | ||||||||||||||||
Deferred
offering costs
|
(23,983 | ) | (23,983 | ) | ||||||||||||||||
Net
(Loss)
|
- | - | - | (13,122 | ) | (13,122 | ) | |||||||||||||
Balance
at July 31, 2007
|
9,388,000 | 9,388 | 17,129 | (13,122 | ) | 13,395 | ||||||||||||||
Net
(Loss)
|
- | - | - | (31,105 | ) | (31,105 | ) | |||||||||||||
Balance
at July 31, 2008
|
9,388,000 | 9,388 | 17,129 | (44,227 | ) | (17,710 | ) | |||||||||||||
Net
(Loss)
|
- | - | - | (10,371 | ) | (10,371 | ) | |||||||||||||
Balance
at Janaury 31, 2009 (unaudited)
|
9,388,000 | $ | 9,388 | $ | 17,129 | $ | (54,598 | ) | $ | (28,081 | ) |
The
accompanying notes are an integral part of the consolidated financial
statements.
-
8 -
Mountain
West Business Solutions, Inc.
Unaudited
Statement Of Cash Flows
(A
Development Stage Company)
Unaudited
|
Unaudited
|
Unaudited
|
||||||||||
6
Months
|
6
Months
|
August
31,
|
||||||||||
Ended
|
Ended
|
2006
(inception)
|
||||||||||
January
|
Janaury
|
through
January
|
||||||||||
31, 2009
|
31, 2008
|
31, 2009
|
||||||||||
Cash
Flows From Operating Activities:
|
||||||||||||
Net
(Loss)
|
$ | (10,371 | ) | $ | (11,053 | ) | (54,598 | ) | ||||
Adjustments
to reconcile net loss to net cash used in
|
||||||||||||
operating
activities:
|
||||||||||||
(Increase)
Decrease in prepaied expenses
|
500 | - | (167 | ) | ||||||||
Interest
accretion
|
1,500 | - | 5,000 | |||||||||
Stock
issued for services
|
- | - | 8,500 | |||||||||
Increase
(decrease) in accounts payable
|
692 | 1,038 | 5,905 | |||||||||
Increase
in Interest payable
|
880 | - | 1,406 | |||||||||
Net
Cash Flows (used) in operations
|
(6,799 | ) | (10,015 | ) | (33,954 | ) | ||||||
Cash
Flows From Investing Activities:
|
||||||||||||
- | - | - | ||||||||||
Net
Cash Flows (used) in Investing activities
|
- | - | - | |||||||||
Cash
Flows From Financing Activities:
|
||||||||||||
Notes
payable
|
3,500 | - | 17,000 | |||||||||
Issuance
of common stock
|
- | - | 42,000 | |||||||||
Deferred
offering costs
|
- | - | (23,983 | ) | ||||||||
Net
Cash Flows provided by financing activities
|
3,500 | - | 35,017 | |||||||||
Net
Increase (Decrease) In Cash and cash equivalents
|
(3,299 | ) | (10,015 | ) | 1,063 | |||||||
Cash
and cash equivalents at beginning of period
|
4,362 | 14,895 | - | |||||||||
Cash
and cash equivalents at end of period
|
$ | 1,063 | 4,880 | $ | 1,063 | |||||||
Supplementary
Disclosure Of Cash Flow Information:
|
||||||||||||
Stock
issued for services
|
$ | - | $ | - | $ | 8,500 | ||||||
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash
paid for income taxes
|
$ | - | $ | - | $ | - |
The
accompanying notes are an integral part of the consolidated financial
statements.
-
9 -
Mountain
West Business Solutions, Inc.
Notes
To Unaudited Financial Statements
For The Three Month and six
Month Period Ended January 31, 2009
Note 1 - Unaudited Financial
Information
The
unaudited financial information included for the three month interim period
ended January 31, 2009 were taken from the books and records without audit.
However, such information reflects all adjustments (consisting only of normal
recurring adjustments, which are of the opinion of management, necessary to
reflect properly the results of interim period presented). The results of
operations for the three month period and six month period ended January 31,
2009 are not necessarily indicative of the results expected for the fiscal year
ended July 31, 2009
Note 2 - Financial
Statements
For a
complete set of footnotes, reference is made to the Company’s Report on Form
10K-SB for the year ended July 31, 2008 as filed with the Securities and
Exchange Commission and the audited financial statements included
therein.
-
10 -
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
The
following discussion of our financial condition and results of operations should
be read in conjunction with, and is qualified in its entirety by, the
consolidated financial statements and notes thereto included in, Item 1 in this
Quarterly Report on Form 10-Q. This item contains forward-looking statements
that involve risks and uncertainties. Actual results may differ materially from
those indicated in such forward-looking statements.
Forward-Looking
Statements
This
Quarterly Report on Form 10-Q and the documents incorporated herein by reference
contain forward-looking statements. Such forward-looking statements
are based on current expectations, estimates, and projections about our
industry, management beliefs, and certain assumptions made by our
management. Words such as “anticipates”, “expects”, “intends”,
“plans”, “believes”, “seeks”, “estimates”, variations of such words, and similar
expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance
and are subject to certain risks, uncertainties, and assumptions that are
difficult to predict; therefore, actual results may differ materially from those
expressed or forecasted in any such forward-looking
statements. Unless required by law, we undertake no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events, or otherwise. However, readers should
carefully review the risk factors set forth herein and in other reports and
documents that we file from time to time with the Securities and Exchange
Commission, particularly the Annual Reports on Form 10-KSB, Quarterly reports on
Form 10-Q and any Current Reports on Form 8-K.
Overview
and History
Our
business is to provide management consulting with regard to accounting, computer
and general business issues for small and home-office based companies. We were
incorporated on August 31, 2006. Our original focus will be in the Denver,
Colorado metropolitan area, but we may expand nationwide. At the present time,
we have no active operations and are developing our business plan. We plan to
sell our services to small and medium-sized business clients. At the present
time, we have no plans to raise any additional funds within the next twelve
months. Any working capital will be expected to be generated from internal
operations or from funds which may be loaned to us by Mr. Milonas, our
President. In the event that we need additional capital, Mr. Milonas has agreed
to loan such funds as may be necessary through December 31, 2009 for working
capital purposes. However, we reserve the right to examine possible additional
sources of funds, including, but not limited to, equity or debt offerings,
borrowings, or joint ventures. No market surveys have ever been conducted to
determine demand for our services. Therefore, there can be no assurance
that any of our objectives will be achieved.
In April,
2007, we completed a registered offering of our common shares under the
provisions of the Colorado securities laws and under an exemption from the
federal securities laws. We raised a total of $29,500 in this offering and sold
a total of 118,000 shares. We registered these shares under cover of Form SB-2.
The registration statement became effective in November, 2007.
We have
not been subject to any bankruptcy, receivership or similar
proceeding.
Our
address is 9844 W. Powers Circle, Littleton CO, 80123. Our telephone
number is (720) 404-7882.
Results
of Operations
The
following discussion involves our results of operations for the fiscal quarters
ending January 31, 2009 and January 31, 2008. For the fiscal quarter ended
January 31, 2009 we had no revenues. We also had no revenues for the fiscal
quarter ended January 31, 2008. For the six months ended January 31, 2009 we had
no revenues. We also had no revenues for the six months ended January 31,
2008.
-
11 -
General
and administrative expenses for the fiscal quarter ended January 31, 2009 was
$3,353. General and administrative expenses for the fiscal quarter ended January
31, 2008 was $2,265. General and administrative expenses for the six months
ended January 31, 2009 was $7,991. General and administrative expenses for the
six months ended January 31, 2008 was $11,053. The major components of these
general and administrative expenses were payments to independent contractors,
professional fees, and prepaid expenses. While our general and administrative
expenses will continue to be our largest expense item, we believe that this
expense will stabilize in the coming fiscal year as we reduce independent
contractors, professional fees, and prepaid expenses.
We had a
net loss of $3,793 for the fiscal quarter ended January 31, 2009, compared to a
net loss of $2,265 for the fiscal quarter ended January 31, 2008. We had a net
loss of $10,371 for the six months ended January 31, 2009, compared to a net
loss of $ 11,053 for the six months ended January 31, 2008.
We
believe that overhead cost in current operations should remain fairly constant
as revenues develop. Each dollar of revenue will have minimal offsetting
overhead cost. If we can develop sufficient revenues, we could be profitable by
the end of fiscal year 2009.
Liquidity
and Capital Resources
As of
January 31, 2009, we had cash or cash equivalents of $1,063, compared to $4,880
as of January 31, 2008.
Net cash
used in operating activities was $6,799 for the six months ended January 31,
2009 compared to $ 10,015 for the six months ended January 31, 2008. We
anticipate that overhead costs in current operations will remain fairly constant
as we develop revenue.
Cash
flows used in investing activities were $-0- for the six months ended January
31, 2009, compared to $ -0- for the six months ended January 31,
2008.
Cash
flows provided by financing activities were $3,500 for the six months
ended January 31, 2009, compared to $-0- for the six months ended
January 31, 2008.
Over the
next twelve months our capital costs will be approximately $10,000 to $12,000
primarily to expand our current operations. We plan to buy additional equipment
to be used in our operations.
We
believe that our recent public offering will provide sufficient capital in the
short term for our current level of operations, which includes becoming
profitable. Additional resources will be needed to expand into additional
locations.
Otherwise,
we do not anticipate needing to raise additional capital resources in the next
twelve months.
Until the
current operations become cash flow positive, our officers and directors will
fund the operations to continue the business. At this time we have no other
resources on which to get cash if needed without their assistance.
Our
principle source of liquidity is our operations. Our variation in sales is based
upon the level of our catering event activity and will account for the
difference between a profit and a loss. Also business activity is closely tied
to the economy of Denver and the U.S. economy. A slow down in entertaining
activity will have a negative impact to our business. In any case, we try to
operate with minimal overhead. Our primary activity will be to seek to expand
the number of catering events and, consequently, our sales. If we succeed in
expanding our customer base and generating sufficient sales, we will become
profitable. We cannot guarantee that this will ever occur. Our plan is to build
our Company in any manner which will be successful.
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements with any party.
-
12 -
We are
currently in operation and have been since our inception. We will attempt to
operate for the coming fiscal year ending in 2009 at a profit or at break
even.
Currently,
we are conducting business in only one location in the Denver Metropolitan area.
We have no plans to expand into other locations or areas. We believe that we can
achieve profitability as we are presently organized with sufficient catering
business.
If we are
not successful in our operations we will be faced with several
options:
1. Cease
operations and go out of business;
2.
Continue to seek alternative and acceptable sources of capital;
3. Bring
in additional capital that may result in a change of control; or
4.
Identify a candidate for acquisition that seeks access to the public marketplace
and its financing sources.
Currently,
we have sufficient capital to implement our proposed business operations or to
sustain them for the next twelve months. If we can become profitable, we could
operate at our present level indefinitely.
To date,
we have never had any discussions with any possible acquisition candidate nor
have we any intention of doing so.
Proposed
Milestones to Implement Business Operations
We plan
to offer small office/home office business owners technical help for their
accounting issues, computers, and general business issues. We plan to offer
three main services: Hourly consulting; retainer contracts for specific skills,
and project consulting.
Hourly. We expect this to be
the less traditional sort of short term assignment helping a client solve a
problem. This form of service would include both emergency and non-emergency
assistance.
Retainer. We see this as the
more traditional form of consulting, including regular business maintenance,
statements, returns and filings. These services would include traditional
management consulting with regard to accounting, computers and general
business.
Project. We see sees this to
include such things as consulting on major purchases, computer system/network
installation and testing, and major disaster recovery for
computers.
We have
begun initially marketing our services but have no definitive arrangements at
the present time. We plan to utilize the expertise and existing business
relationships of our principal officer, Mr. Milonas to develop our
opportunities. We plan to advertise in local newspapers and to use the contacts
of Mr. Milonas to develop our business. All operational decisions will be made
solely by Mr. Milonas.
It should
be noted, however, that we do not have any extensive history of operations. To
the extent that management is unsuccessful in keeping expenses in line with
income, failure to affect the events and goals listed herein would result in a
general failure of the business. This would cause management to consider
liquidation or merger.
No
commitments to provide additional funds have been made by management or current
shareholders. There is no assurance that additional funds will be made available
to us on terms that will be acceptable, or at all, if and when needed. We expect
to continue to generate and increase sales, but there can be no assurance we
will generate sales sufficient to continue operations or to expand.
-
13 -
We also
are planning to rely on the possibility of referrals from customers and will
strive to satisfy our customers. We believe that referrals will be an effective
form of advertising because of the quality of service that we bring to
customers. We believe that satisfied customers will bring more and repeat
customers.
In the
next 12 months, we do not intend to spend any substantial funds on research and
development and do not intend to purchase any large equipment.
Recently
Issued Accounting Pronouncements
We do not
expect the adoption of any recently issued accounting pronouncements to have a
significant impact on our net results of operations, financial position, or cash
flows.
Critical
Accounting Policies
We
believe that the estimates and assumptions that are most important to the
portrayal of our financial condition and results of operations, in that they
require subjective or complex judgments, form the basis for the accounting
policies deemed to be most critical to us. These relate to bad debts, impairment
of intangible assets and long lived assets, contractual adjustments to revenue,
and contingencies and litigation. We believe estimates and assumptions related
to these critical accounting policies are appropriate under the circumstances;
however, should future events or occurrences result in unanticipated
consequences, there could be a material impact on our future financial
conditions or results of operations.
Seasonality
We have
found that our sales are impacted by seasonal demands for our services, with
greater sales coming at the end of the calendar year and around major
holidays.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
None.
ITEM
4. CONTROLS AND PROCEDURES
Not
applicable
ITEM
4T. CONTROLS AND PROCEDURES
As of the
end of the period covered by this report, based on an evaluation of our
disclosure controls and procedures (as defined in Rules 13a -15(e) and
15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief
Financial Officer has concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in our
Exchange Act reports is recorded, processed, summarized, and reported within the
applicable time periods specified by the SEC’s rules and forms.
There
were no changes in our internal controls over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
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This
report does not include an attestation report of the company’s registered public
accounting firm regarding internal control over financial reporting. Identified
in connection with the evaluation required by paragraph (d) of Rule 240.13a-15
or Rule 240.15d-15 of this chapter that occurred during the registrant’s last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
There are
no legal proceedings, to which we are a party, which could have a material
adverse effect on our business, financial condition or operating
results.
ITEM
1A. RISK FACTORS
You
should carefully consider the risks and uncertainties described below; and all
of the other information included in this document. Any of the following risks
could materially adversely affect our business, financial condition or operating
results and could negatively impact the value of your investment.
We
are recently formed, have no operating history, and have never been
profitable.
We were
formed as a Colorado business entity in August, 2006. At the present time, we
are a development stage company which is only minimally capitalized, has not
engaged in any substantial business activity, and has no successful operating
history. There can be no guarantee that we will ever be
profitable. From our inception on August 31, 2006 through January 31, 2009,
we generated no revenue. We had a net loss of $54,598 for this
period.
Because
we had incurred operating losses from our inception, our accountants have
expressed doubts about our ability to continue as a going concern.
For the
period ended October 31, 2008, our accountants have expressed doubt about our
ability to continue as a going concern as a result of our continued net losses.
Our ability to achieve and maintain profitability and positive cash flow is
dependent upon:
·
|
our ability to begin active
operations;
|
·
|
our ability to locate clients who will purchase our services;
and
|
·
|
our ability to generate revenues.
|
Based
upon current plans, we may incur operating losses in future periods because we
may, from time to time, be incurring expenses but not generating sufficient
revenues. We expect approximately $50,000 in operating costs over the next
twelve months. We cannot guarantee that we will be successful in generating
sufficient revenues or other funds in the future to cover these operating costs.
Failure to generate sufficient revenues will cause us to go out of
business.
We
have a lack of liquidity and will need additional financing in the future.
Additional financing may not be available when needed, which could delay our
development or indefinitely postponed.
We are
only minimally capitalized. Because we are only minimally capitalized, we expect
to experience a lack of liquidity for the foreseeable future in our proposed
operations. We will adjust our expenses as necessary to prevent cash flow or
liquidity problems. However, we expect we will need additional financing of some
type, which we do not now possess, to fully develop our operations. We expect to
rely principally upon our ability to raise additional financing, the success of
which cannot be guaranteed. We will look at both equity and debt financing,
including loans from our principal shareholder. However, at the present time, we
have no definitive plans for financing in place, other than the funds which may
be loaned to us by Mr. Milonas, our President. In the event that we need
additional capital, Mr. Milonas has agreed to loan such funds as may be
necessary through December 31, 2009 for working capital purposes. To the extent
that we experience a substantial lack of liquidity, our development in
accordance with our proposed plan may be delayed or indefinitely postponed, our
operations could be impaired, we may never become profitable, fail as an
organization, and our investors could lose some or all of their
investment.
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15 -
As
a company with no operating history, we are inherently a risky
investment.
We have
no operating history. Because we are a company with no history, the operations
in which we engage in, business consulting, is an extremely risky business. An
investor could lose his entire investment.
Our
operations are subject to our ability to successfully market our services. We
have no substantial history of being able to successfully market our
services.
Our
operations will depend, among other things, upon our ability to develop and to
market our business consulting practice to clients. Further, there is the
possibility that our operations will not generate income sufficient to meet
operating expenses or will generate income, if any, at rates lower than those
anticipated or necessary to sustain the investment. An investor could lose his
entire investment.
There
are factors beyond our control which may adversely affect us.
Our
operations may also be affected by factors which are beyond our control,
principally general market conditions and changing client
preferences. Any of these problems, or a combination thereof, could
have affect on our viability as an entity. We may never become profitable, fail
as an organization, and our investors could lose some or all of their
investment.
Intense
competition in our market could prevent us from developing revenue and prevent
us from achieving annual profitability. In either situation, we may never become
profitable, fail as an organization, and our investors could lose some or all of
their investment.
We plan
to provide management consulting with regard to accounting, computer and general
business issues for small and home-office based companies. The barriers to entry
are not significant. More importantly, we face strong competitors in all areas
of our business. All aspects of our business are highly competitive. All of our
competitors are larger than us and have greater financial resources than we do.
All of our competitors have substantially greater experience in management
consulting with regard to every area in which we plan to provide service.
Competition with these companies could make it difficult, if not impossible for
us to compete, which could adversely affect our results of operations.
Competition from larger and more established companies is a significant threat
and is expected to remain so for us.
Any
competition may cause us to fail to gain or to lose clients, which could result
in reduced or non-existent revenue. Competitive pressures may impact our
revenues and our growth.
Our
success will be dependent upon our management’s efforts. We cannot sustain
profitability without the efforts of our management.
Our
success will be dependent upon the decision making of our directors and
executive officers. These individuals intend to commit as much time as necessary
to our business, but this commitment is no assurance of success. The loss of any
or all of these individuals, particularly Mr. Milonas, our President, could have
a material, adverse impact on our operations. We have no written employment
agreements with any officers and directors, including Mr. Milonas. We have not
obtained key man life insurance on the lives of any of our officers or
directors.
Our
stock price may be volatile, and you may not be able to resell your shares at or
above the public sale price.
There has
been, and continues to be, a limited public market for our common stock.
Although our common stock is quoted in the OTC Bulletin Board, an active trading
market for our shares has not, and may never develop or be sustained. If you
purchase shares of common stock, you may not be able to resell those shares at
or above the initial price you paid. The market price of our common stock may
fluctuate significantly in response to numerous factors, some of which are
beyond our control, including the following:
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16 -
*
|
actual
or anticipated fluctuations in our operating results;
|
|
|
*
|
changes
in financial estimates by securities analysts or our failure to perform in
line with such estimates;
|
|
|
*
|
changes
in market valuations of other consulting service oriented companies,
particularly those that market services such as ours;
|
|
|
*
|
announcements
by us or our competitors of significant innovations, acquisitions,
strategic partnerships, joint ventures or capital
commitments;
|
|
|
*
|
introduction
of product enhancements that reduce the need for our
services;
|
|
|
*
|
the
loss of one or more key clients; and
|
|
|
*
|
departures
of key personnel.
|
Of our
total outstanding shares as of January 31, 2009, a total of 9,270,000, Or
approximately 99%, will be restricted from immediate resale but may be sold into
the market in the near future. This could cause the market price of our common
stock to drop significantly, even if our business is doing well.
As
restrictions on resale end, the market price of our stock could drop
significantly if the holders of restricted shares sell them or are perceived by
the market as intending to sell them.
Because our stock is quoted on the
OTC Bulletin Board, it has a limited public trading market. As a result, it may be difficult or
impossible for you to liquidate your investment.
While our
common stock currently is listed for trading, we have had only a few trades. We
are quoted on the OTC Bulletin Board. We cannot assure that such a market will
improve in the future, even if our securities are listed on the NASD Bulletin
Board. The NASD Bulletin Board requires that we be a reporting company under the
Securities Exchange Act of 1934. However, we cannot guarantee that we will be
accepted for listing on the NASD Bulletin Board. Further, we cannot assure that
an investor will be able to liquidate his investment without considerable delay,
if at all. If a more active market does develop, the price may be highly
volatile. Our limited operating history, lack of profitability, negligible stock
liquidity, potential extreme price and volume fluctuations, and regulatory
burdens may have a significant impact on the market price of the common stock.
It is also possible that the relatively low price of our common stock may keep
many brokerage firms from engaging in transactions in our common
stock.
Applicable
SEC rules governing the trading of “Penny Stocks” limit the liquidity of our
common stock, which may affect the trading price of our common
stock.
Our
common stock is currently quoted on the OTC Bulletin Board. Since our
common stock continues to trade well below $5.00 per share, our common stock is
considered a “penny stock” and is subject to SEC rules and regulations that
impose limitations upon the manner in which our shares can be publicly
traded. These regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock and the associated risks. Under these regulations,
certain brokers who recommend such securities to persons other than established
customers or certain accredited investors must make a special written
suitability determination for the purchaser and receive the written purchaser’s
agreement to a transaction prior to purchase. These regulations have
the effect of limiting the trading activity of our common stock and reducing the
liquidity of an investment in our common stock
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17 -
Buying
low-priced penny stocks is very risky and speculative.
The
shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 jointly with spouse, or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, a broker-dealer must make a suitability determination for
each purchaser and receive the purchaser's written agreement prior to the sale.
In addition, the broker-dealer must make certain mandated disclosures in penny
stock transactions, including the actual sale or purchase price and actual bid
and offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may affect the ability of
broker-dealers to make a market in or trade our common stock and may also affect
your ability to resell any shares you may purchase in the public
markets.
We
do not expect to pay dividends on common stock.
We have
not paid any cash dividends with respect to our common stock, and it is unlikely
that we will pay any dividends on our common stock in the foreseeable future.
Earnings, if any, that we may realize will be retained in the business for
further development and expansion.
ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS.
None
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM
5. OTHER INFORMATION
None
ITEM
6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
|
||
3.1*
|
Articles
of Incorporation
|
|
3.2*
|
Bylaws
|
|
31.1
|
Certification
of CEO/CFO pursuant to Sec. 302
|
|
32.1
|
Certification
of CEO/CFO pursuant to Sec. 906
|
*
Previously filed with Form SB-2 Registration Statement, October 19,
2007.
(b)
Reports on Form 8-K.
The
Company filed no reports on Form 8-K during the fiscal quarter ended January 31,
2009.
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18 -
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
dully caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
MOUNTAIN
WEST BUSINESS SOLUTIONS, INC.
|
|||
|
|
|
|
Date: March
16, 2009
|
By:
|
/s/ Matthew
Milonas
|
|
Chief
Executive Officer
Chief
Financial Officer
|
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