TREES Corp (Colorado) - Quarter Report: 2013 June (Form 10-Q)
U.S. 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, 2013
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _________
Commission File No. 000-54457
PROMAP CORPORATION
(Name of registrant in its charter)
Colorado |
| 20-8096131 |
(State or other jurisdiction of incorporation or formation) |
| (I.R.S. employer identification number) |
6855 South Havana Street, Suite 400, Centennial, CO 80112
(Address of principal executive offices)
(720) 889-0510
(Registrants telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ 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). x Yes ¨ 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 the definitions of large accelerated filer, accelerated filer and smaller 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 x No
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. On July 16, 2013, there were 9,724,200 shares of Common Stock issued and outstanding.
PROMAP CORPORATION
FORM 10-Q
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION |
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Item 1. | Financial Statements |
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| Balance sheets |
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| Statements of operations |
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| Statements of cash flows |
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| Notes to unaudited consolidated financial statements |
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Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
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Item 4. | Controls and Procedures |
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PART II. OTHER INFORMATION |
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Item 1. | Legal Proceedings |
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Item 1A. | Risk Factors |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. | Defaults Upon Senior Securities |
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Item 4. | Mine Safety Disclosures |
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Item 5. | Other Information |
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Item 6. | Exhibits |
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| Signatures |
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2
PART IFINANCIAL INFORMATION
Item 1. Financial Statements.
PROMAP CORPORATION
BALANCE SHEETS
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| December 31, 2012 |
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| June 30, 2013 |
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ASSETS |
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Current assets |
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Cash |
| $ | 14,981 |
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| $ | 2,373 |
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Accounts receivable (net of allowance for doubtful accounts) |
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| - |
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| 18,576 |
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Total current assets |
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| 14,981 |
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| 20,949 |
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Total Assets |
| $ | 14,981 |
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| $ | 20,949 |
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LIABILITIES & STOCKHOLDERS' EQUITY |
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Current liabilities |
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Accrued payables |
| $ | 482 |
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| $ | 12,305 |
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Total current liabilities |
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| 482 |
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| 12,305 |
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Total Liabilities |
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| 482 |
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| 12,305 |
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Stockholders' Equity |
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Preferred stock, no par value; 5,000,000 shares authorized; No shares issued & outstanding |
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| - |
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Common stock, no par value;100,000,000 shares authorized; 9,724,200 shares issued and outstanding |
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| 76,050 |
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| 76,050 |
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Additional paid in capital |
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| 24,000 |
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| 24,000 |
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Retained earnings |
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| (85,551 | ) |
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| (91,406 | ) |
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Total Stockholders' Equity |
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| 14,499 |
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| 8,644 |
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Total Liabilities and Stockholders' Equity |
| $ | 14,981 |
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| $ | 20,949 |
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The accompanying notes are an integral part of the financial statements.
3
PROMAP CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
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| Three Months Ended |
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| Six Months Ended |
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| June 30, |
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| June 30, |
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| 2012 |
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| 2013 |
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| 2012 |
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Sales (net of returns) - related party |
| $ | 16,393 |
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| $ | 2,007 |
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| $ | 19,864 |
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| $ | 17,779 |
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Sales (net of returns) |
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| - |
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| 2,147 |
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| 1,145 |
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| 3,732 |
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Reserve recovery |
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| - |
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| - |
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| 40,860 |
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| - |
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Cost of goods sold |
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| 12,167 |
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| 7,560 |
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| 12,484 |
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| 12,145 |
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Gross profit |
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| 4,226 |
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| (3,406 | ) |
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| 49,385 |
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| 9,366 |
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Operating expenses: |
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General and administrative |
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| 9,170 |
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| 6,446 |
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| 18,692 |
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| 15,233 |
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| 9,170 |
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| 6,446 |
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| 18,692 |
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| 15,233 |
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Income (loss) from operations |
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| (4,944 | ) |
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| (9,852 | ) |
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| 30,693 |
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| (5,867 | ) |
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Other income (expense): |
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Interest income |
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| 4 |
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| - |
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| 10 |
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| 2 |
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Other income |
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| - |
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| - |
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| - |
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| 10 |
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| 4 |
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| 10 |
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| 12 |
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Income (loss) before provision for income taxes |
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| (4,940 | ) |
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| (9,852 | ) |
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| 30,703 |
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| (5,855 | ) |
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Provision for income tax |
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| (988 | ) |
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| 6,141 |
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Net income (loss) |
| $ | (3,952 | ) |
| $ | (9,852 | ) |
| $ | 24,562 |
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| $ | (5,855 | ) |
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Net income (loss) per share |
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(Basic and fully diluted) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | 0.00 |
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| $ | (0.00 | ) |
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Weighted average number of common shares outstanding |
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| 9,724,200 |
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| 9,724,200 |
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| 9,724,200 |
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| 9,724,200 |
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The accompanying notes are an integral part of the financial statements.
4
PROMAP CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
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| Six Months Ended |
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| June 30, |
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| 2013 |
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Cash Flows From Operating Activities: |
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Net income (loss) |
| $ | 24,562 |
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| $ | (5,855 | ) |
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Adjustments to reconcile net loss to net cash provided by (used for)operating activities: |
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Accounts receivable |
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| (8,225 | ) |
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| (18,576 | ) |
Taxes payable |
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| 6,141 |
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| - |
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Accrued payables |
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| 7 |
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| 11,823 |
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Net cash provided by (used for)operating activities |
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| 22,485 |
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| (12,608 | ) |
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Cash Flows From Investing Activities: |
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| - |
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Net cash provided by (used for)investing activities |
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Cash Flows From Financing Activities: |
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Sales of common stock |
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Net cash provided by (used for)financing activities |
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Net Increase (Decrease) In Cash |
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| 22,485 |
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| (12,608 | ) |
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Cash At The Beginning Of The Period |
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| 28,951 |
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| 14,981 |
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Cash At The End Of The Period |
| $ | 51,436 |
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| $ | 2,373 |
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Schedule Of Non-Cash Investing And Financing Activities |
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None |
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Supplemental Disclosure |
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Cash paid for interest |
| $ | - |
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| $ | - |
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Cash paid for income taxes |
| $ | - |
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| $ | - |
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The accompanying notes are an integral part of the financial statements.
5
PROMAP CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Promap Corporation (the Company), was incorporated in the State of Colorado on November 12, 1989. The Company sells oil and gas maps to oil and gas industry businesses.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Accounts Receivable
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.
Property and equipment
Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life.
6
PROMAP CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Revenue Recognition
Revenue is recognized on an accrual basis as earned under contract terms. Specifically, revenue from product sales is recognized subsequent to a customer ordering a product at an agreed upon price, delivery has occurred, and collectability is reasonably assured.
Income tax
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.
Financial Instruments
The carrying value of the Companys financial instruments, as reported in the accompanying balance sheets, approximates fair value.
Long-Lived Assets
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with the Financial Statements (unaudited) and Notes to Financial Statements (unaudited) filed herein.
BUSINESS OVERVIEW
Promap Corporation was incorporated in the State of Colorado on November 12, 1987. We are an independent GIS and custom draft energy mapping company for the oil and gas industry in the United States and Canada. We provide hard copy and digital format oil and gas production maps which cover various geologic basins in numerous areas including: Denver Basin, Powder River Basin, Michigan Basin, Williston Basin, Arkoma Basin, Illinois Basin, Cincinnati Arch, Uintah - Piceance Basins and The Nevada Basin. We also provide maps of the North American Coal Basin and Coal Bed Methane Activity and North American Devonian - Mississippian Shale Map with detailed pipeline locations.
RESULTS OF OPERATION FOR THE THREE MONTHS ENDED JUNE 30, 2013 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2012.
Revenues for the three months ended June 30, 2013 were $4,147 as compared to the revenues of $16,393 for the three months ended June 30, 2012. The revenues decreased significantly due to a decrease in the oil and gas drilling activities of the Companys clients.
The only operating expenses during these periods consisted of general and administrative expenses which were $6,446 in the three months ended June 30, 2013 as compared to $9,170 for the three months ended June 30, 2012. The $2,724 decrease was due to the reduced level of business activity.
The net loss for the three months ended June 30, 2013 was ($9,852) as compared to a net loss of ($4,944) for the three months ended June 30, 2012. The primary reason for the increased loss in the second quarter of 2013 was due to the decline in revenue.
RESULTS OF OPERATION FOR THE SIX MONTHS ENDED JUNE 30, 2013 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2012.
Revenues for the six months ended June 30, 2013 were $21,511 as compared to the revenues of $21,009 for the six months ended June 30, 2012. The revenues were fairly steady for the complete 6 month periods although they declined in the last 3 months of the latest period.
The only operating expenses during these periods consisted of general and administrative expenses which were $15,233 in the six months ended June 30, 2013 as compared to $18,692 for the six months ended June 30, 2012. The $3,459 decrease was due to a general slowdown in the Companys business activity during the last three months.
The net loss for the six months ended June 30, 2013 was ($5,855) as compared to a net income of $24,562 for the six months ended June 30, 2012. The primary reason for the change from a small income in 2012 to a small loss in 2013 was the reduction in the Companys business primarily in the last three months.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2013, we had $8,644 of working capital compared to $14,499 of working capital as of December 31, 2012.
Net cash used for operating activities during the six months ended June 30, 2013 was $12,608 as compared to net cash provided by operating activities in the six months ended June 30, 2012 of $22,485. The primary reason for the poor performance was due to the $5,855 loss in the most recent period compared to net income of $24,562 in the prior year period.
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Net cash provided by financing activities during the six months ended June 30, 2013 was zero as compared to zero provided by financing activities in the six months ended June 30, 2012.
CONTRACTUAL OBLIGATIONS
None.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements (as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures.
Our Chief Executive Officer and Principal Financial Officer have evaluated the effectiveness of the design and operations of our disclosure controls and procedures as of the end of the period covered by this quarterly report, and have concluded that our disclosure controls and procedures are adequate.
(b) Changes in Internal Control over Financial Reporting.
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
9
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits.
(a) Exhibits required by Item 601 of Regulation S-K.
Exhibit |
| Description |
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31.1 |
| Certification of CEO and Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) - Filed herewith electronically |
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31.2 |
| Certification of CFO and Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) - Filed herewith electronically |
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32.1 |
| Certification of CEO and Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically |
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32.2 |
| Certification of CFO and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically |
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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.
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| PROMAP CORPORATION |
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| Date: July 19, 2013 | By: | /s/ Steven A. Tedesco |
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| Steven A. Tedesco, President and CEO (Principal Executive Officer) |
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| Date: July 19, 2013 | By: | /s/ Robert W. Carington, Jr. |
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| Robert W. Carington, Jr., CFO (Principal Financial Officer and Principal Accounting Officer) |
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