XERIANT, INC. - Quarter Report: 2011 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
[X]
|
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011
|
|
OR
|
|
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Commission file number 000-54277
EASTERN WORLD SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
Level 39, One Exchange Square
8 Connaught Place
Central, Hong Kong
(Address of principal executive offices, including zip code.)
011 852 3101 7428
(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 last 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 (SS 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 [ ] NO [X]
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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large Accelerated Filer
|
[ ]
|
Accelerated Filer
|
[ ]
|
||
|
Non-accelerated Filer
|
[ ]
|
Smaller Reporting Company
|
[X]
|
||
|
(Do not check if a smaller reporting company)
|
|||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 11,500,000 as of May 5, 2011.
TABLE OF CONTENTS
|
|
Page
|
||
|
|
|||
|
|
|||
|
Financial Statements.
|
2
|
||
|
|
|
||
|
|
|
Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2009
|
F-1
|
|
|
|
Statements of Operations for the three and nine months ended September 30, 2010 (Unaudited)
|
F-2
|
|
|
|
Statements of Cash Flows for nine months ended September 30, 2010 (Unaudited)
|
F-3
|
|
|
|
F-4
|
|
|
|
|
||
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
7
|
||
|
|
|
||
|
Quantitative and Qualitative Disclosures About Market Risk.
|
10
|
||
|
|
|
||
|
Controls and Procedures.
|
10
|
||
|
|
|
||
|
|
|||
|
|
|
||
|
Risk Factors.
|
10
|
||
|
|
|
||
|
Changes in Securities and Use of Proceeds.
|
10
|
||
|
|
|
||
|
Exhibits.
|
11
|
||
|
|
|
||
|
12
|
|||
|
|
|||
|
13
|
|||
-2-
|
(A DEVELOPMENT STAGE ENTERPRISE)
|
|||||||
|
BALANCE SHEETS
|
|||||||
|
(Unaudited)
|
|||||||
|
March 31,
|
December 31,
|
||||||
|
2011
|
2010
|
||||||
|
ASSETS
|
|||||||
|
CURRENT ASSETS
|
|||||||
|
Cash
|
$ | 27,283 | $ | 38,004 | |||
|
Accounts Receivable
|
- | 1,550 | |||||
|
TOTAL CURRENT ASSETS
|
27,283 | 39,554 | |||||
|
TOTAL ASSETS
|
$ | 27,283 | $ | 39,554 | |||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|||||||
|
CURRENT LIABILITIES
|
|||||||
|
Accounts payable and accrued expenses
|
3,962 | 2,802 | |||||
|
TOTAL CURRENT LIABILITIES
|
3,962 | 2,802 | |||||
|
COMMITMENTS AND CONTINGENCIES
|
- | - | |||||
|
STOCKHOLDERS' EQUITY
|
|||||||
|
Preferred stock, $0.00001 par value; 100,000,000 shares authorized,
|
|||||||
|
no shares issued and outstanding
|
- | - | |||||
|
Common stock, $0.00001 par value; 100,000,000 shares authorized,
|
|||||||
|
11,500,000 shares issued and outstanding
|
115 | 115 | |||||
|
Additional paid-in capital
|
74,985 | 74,985 | |||||
|
Deficit Accumulated during the Development Stage
|
(51,779 | ) | (38,348 | ) | |||
|
TOTAL STOCKHOLDERS' EQUITY
|
23,321 | 36,752 | |||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 27,283 | $ | 39,554 | |||
See accompanying condensed notes to interim financial statements.
F-1
-3-
|
(A DEVELOPMENT STAGE ENTERPRISE)
|
|||||||||||
|
STATEMENTS OF OPERATIONS
|
|||||||||||
|
(Unaudited)
|
|||||||||||
|
From
|
|||||||||||
|
December 18,
|
|||||||||||
|
Three Months
|
Three Months
|
2009
|
|||||||||
|
Ended
|
Ended
|
(Inception)
|
|||||||||
|
March 31
|
March 31
|
to March 31,
|
|||||||||
|
2011
|
2010
|
2011
|
|||||||||
|
EXPENSES
|
|||||||||||
|
Legal and accounting
|
10,842 | 14,000 | 43,676 | ||||||||
|
Travel
|
1,463 | - | 1,973 | ||||||||
|
State filing fees
|
- | - | 772 | ||||||||
|
Bank fees
|
221 | 45 | 542 | ||||||||
|
Office expense
|
905 | 434 | 3,497 | ||||||||
|
Total Expenses
|
13,431 | 14,479 | 50,460 | ||||||||
|
LOSS FROM OPERATIONS
|
(13,431 | ) | (14,479 | ) | (50,460 | ) | |||||
|
OTHER INCOME (EXPENSE)
|
|||||||||||
|
Interest expense
|
- | (296 | ) | (1,319 | ) | ||||||
|
Total Other Income (Expense)
|
- | (296 | ) | (1,319 | ) | ||||||
|
LOSS BEFORE TAXES
|
(13,431 | ) | (14,775 | ) | (51,779 | ) | |||||
|
INCOME TAX EXPENSE
|
- | - | |||||||||
|
NET LOSS
|
$ | (13,431 | ) | $ | (14,775 | ) | $ | (51,779 | ) | ||
|
BASIC AND DILUTED NET LOSS PER SHARE
|
$ | nil | $ | nil | $ | nil | |||||
|
WEIGHTED AVERAGE NUMBER OF
|
|||||||||||
|
COMMON SHARES OUTSTANDING,
|
|||||||||||
|
BASIC AND DILUTED
|
11,500,000 | 10,000,000 | 11,500,000 | ||||||||
See accompanying condensed notes to interim financial statements.
F-2
-4-
|
(A DEVELOPMENT STAGE ENTERPRISE)
|
|||||||||||
|
STATEMENTS OF CASH FLOWS
|
|||||||||||
|
(Unaudited)
|
|||||||||||
|
From
|
|||||||||||
|
December 18,
|
|||||||||||
|
Three Months
|
Three Months
|
2009
|
|||||||||
|
Ended
|
Ended
|
(Inception)
|
|||||||||
|
March 31
|
March 31
|
to March 31,
|
|||||||||
|
2011
|
2010
|
2011
|
|||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|||||||||||
|
Net loss
|
$ | (13,431 | ) | $ | (14,775 | ) | $ | (51,779 | ) | ||
|
Adjustments to reconcile net loss to net cash
|
|||||||||||
|
used by operations:
|
|||||||||||
|
Increase in accrued interest, related party
|
- | 296 | 2,802 | ||||||||
|
Decrease in accounts receivable
|
1,550 | - | - | ||||||||
|
Decrease in prepaid expenses
|
- | 10,000 | - | ||||||||
|
Increase in accounts payable and accrued expenses
|
1,160 | - | 1,160 | ||||||||
|
Net cash used by operating activities
|
(10,721 | ) | (4,479 | ) | (47,817 | ) | |||||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
- | - | - | ||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|||||||||||
|
Proceeds from borrowing, related party
|
- | 35,000 | |||||||||
|
Proceeds from sale of stock
|
75,100 | ||||||||||
|
Principal payments on related party debt
|
(35,000 | ) | |||||||||
|
Net cash provided by financing activities
|
- | - | 75,100 | ||||||||
|
NET INCREASE FOR PERIOD
|
(10,721 | ) | (4,479 | ) | 27,283 | ||||||
|
CASH at Beginning of period
|
38,004 | 20,005 | |||||||||
|
CASH - End of period
|
$ | 27,283 | $ | 15,526 | $ | 27,283 | |||||
|
SUPPLEMENTAL CASH FLOW DISCLOSURES:
|
|||||||||||
|
Interest paid
|
$ | - | $ | - | $ | - | |||||
|
Income taxes paid
|
$ | - | $ | - | $ | - | |||||
See accompanying condensed notes to interim financial statements.
F-3
-5-
(A DEVELOPMENT STAGE ENTERPRISE)
UNAUDITED NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2011
NOTE 1 – BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
The accompanying unaudited interim financial statements of Eastern World Solutions, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Eastern World Solutions’ Forms S-1 filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2010 have been omitted.
NOTE 2 – GOING CONCERN
As shown in the accompanying financial statements, Eastern World Solutions had a negative operating cash flow and an accumulated deficit incurred through March 31, 2011. Management has established plans to begin generating revenues and decrease debt. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan. These plans, if successful, will mitigate the factors which raise substantial doubt about Eastern World Solutions’ ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event Eastern World Solutions cannot continue in existence. Eastern World Solutions anticipates that it will need $25,000 to continue in existence for the following twelve months. Eastern World Solutions expects to control its cash outflows based upon funds received.
F-4
-6-
This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of our prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We are a start-up stage company. We are a company without revenues or operations; we have minimal assets and have incurred losses since inception. We will be developing a website (www.skiwear4you.com) that will offer a variety of skiwear at retail prices which will be dropped shipped within two days of ordering. Other than reserving the domain name, we have not taken possession nor begun construction of the website. We have spent nominal time designing the website. We intend to retain the services of a website developer to create the website. We have not generated any revenues and the only operations we have engaged in is planning our website and the development of a business plan.
As of December 31, 2010 our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website, locate suppliers of products, and sell products to our customers. We have spent nominal time designing the website. We intend to retain the services of a website developer to create the website. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our project and begin our operations. Even if we raise the maximum amount of money in our public offering, we do not know how long the money will last, however, we do believe it will last twelve months. We will not begin operations until we raise money from our public offering.
To meet our need for cash, we raised money from our public offering. We raised enough money through our public offering to maintain operations for twelve months, but we cannot guarantee that once we begin operations we will stay in business after twelve months. If we are unable to secure enough suppliers of products at suitably low pricing or enough customers willing to buy the products at higher than the price we have negotiated with our suppliers, we may quickly use up the proceeds from the minimum amount of money from our public offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash, other than through our public offering. If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.
Since we raised less than the maximum amount, we may need more money we will have to revert to obtaining additional money as described above. Other than as described in this paragraph, we have no other financing plans.
-7-
Plan of Operation
Our specific goal is to profitably sell products on our Internet website to the public. We intend to accomplish the foregoing by the following steps.
|
1.
|
We completed our public offering which occurred on December 20, 2010. Now that we have completed it, we intend to spend the funds as described in the Use of Proceeds section of our prospectus.
|
|
2.
|
Now that our offering is complete we intend to acquire the equipment and suppliers we need to begin operations. Our office has been established. Our officers and sole director will handle our administrative duties.
|
|
3.
|
We have spent nominal time designing the website. We plan to retain a website developer to create a state of the art website to promote our products. We expect to spend $5,000 to $10,000 for the website which will include graphics and links from our site. We intend to locate smaller, new manufacturers or distributors to offer their products on a more exclusive basis.
|
|
4.
|
Marketing and advertising will be focused on promoting our website and products. The advertising campaign may also include the design and printing of various sales materials. We intend to market our website through traditional sources such as advertising in magazines, billboards, telephone directories and preparing and sending out flyers and mailers both through the regular mail and via email. Advertising and promotion will be an ongoing effort but the initial cost of developing the campaign is estimated to cost between $15,000 to $35,000.
|
|
5.
|
Once the website is fully functional and we have located and negotiated agreements with a suitable number of suppliers to offer their products for sale, we intend to hire 1 or 2 part-time salesperson(s) to fill Internet orders from customers.
|
We anticipate that we will generate revenues as soon as we are able to offer products for sale on our website. This will happen once we negotiated agreements with one or two suppliers of products.
We will not be conducting any research. We are not going to buy or sell any plant or significant equipment during the next twelve months.
If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything.
Limited operating history; need for additional capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
-8-
To become profitable and competitive, we have to locate and negotiate agreements with manufacturers or distributors to offer their products for sale to us at pricing that will enable us to establish and sell the products to our clientele at a profit. We are seeking equity financing to provide for the capital required to implement our operations.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Results of operations
From Inception on December 18, 2009 to March 31, 2011
During the period we incorporated the company, hired the attorney, and hired the auditor for the preparation of our registration statement. We have prepared an internal business plan. We have reserved the domain name “skiwear4you.com” and will commence upon completion of our public offering. Our loss since inception is $51,779 all of which is for legal fees, audit fees, filing fees and general office costs. We have not started our proposed business operations. We expected to begin operations 120 days after we complete our public offering, which would have been on or around April 20, 2011, however, as of the date of this report we have not began operations and are not sure when we will.
At inception, we sold 10,000,000 common shares to our officer and sole director for $100. On December 20, 2010, we completed our public offering and sold 1,500,000 shares of common stock at $0.05 per share for total proceeds of $75,000.
For the three months ended March 31, 2011 as compared to March 31, 2010
During the first quarter of 2011, we had a loss of $13,431 versus a loss of $14,775 in the first quarter of 2010. The smaller loss was due to a decrease in legal expense partially offset by an increase in travel expense, an increase in office expense and a small increase in bank fees. Other than these expenses to execute our business plan, no other additional expenses were incurred in the first quarter of 2011.
Liquidity and capital resources
As of the date of this report, we have yet to generate any revenues from our business operations.
We issued 10,000,000 shares of common stock pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933. This was accounted for as a sale of common stock.
On December 20, 2010, we sold 1,500,000 common shares pursuant to our public offering and raised $75,000.
As of March 31, 2011, our total assets were $27, 283 and our total liabilities were $3,962. As of March 31, 2011, we had cash of $27,283.
-9-
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective.
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
On May 14, 2010, our Form S-1 registration statement (SEC file no. 333-164490) was declared effective by the SEC. Pursuant to the S-1, we offered 1,500,000 shares minimum, 3,000,000 shares maximum at an offering price of $0.05 per share in a direct public offering, without any involvement of underwriters or broker-dealers. We completed our public offering on December 20, 2010 and sold 1,500,000 shares of common stock at $0.05 per share for total proceeds of $75,000. Since completing our public offering, we have used the proceeds as follows:
|
Website development
|
$
|
0
|
|
Database
|
$
|
0
|
|
Marketing and advertising
|
$
|
0
|
|
Establishing an office
|
$
|
3,324
|
|
Salaries
|
$
|
0
|
|
Working capital
|
$
|
44,392
|
|
TOTAL
|
$
|
47,717
|
-10-
The following documents are included herein:
|
|
|
Incorporated by reference
|
|
||
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
Filed herewith
|
|
3.1
|
Articles of Incorporation.
|
S-1
|
1/25/10
|
3.1
|
|
|
|
|
||||
|
3.2
|
Bylaws.
|
S-1
|
1/25/10
|
3.2
|
|
|
|
|
||||
|
4.1
|
Specimen Stock Certificate.
|
S-1
|
1/25/10
|
4.1
|
|
|
|
|
||||
|
14.1
|
Code of Ethics.
|
10-K
|
2/15/11
|
14.1
|
|
|
|
|
||||
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|
||||
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|
||||
|
99.1
|
Audit Committee Charter.
|
10-K
|
2/15/11
|
99.2
|
|
|
|
|
||||
|
99.2
|
Disclosure Committee Charter.
|
10-K
|
2/15/11
|
99.3
|
|
-11-
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 5th day of May, 2011.
|
EASTERN WORLD SOLUTIONS INC.
|
||
|
(the “Registrant”)
|
||
|
BY:
|
BRADLEY MILLER
|
|
|
Bradley Miller
|
||
|
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors
|
||
-12-
|
|
|
Incorporated by reference
|
|
||
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
Filed herewith
|
|
3.1
|
Articles of Incorporation.
|
S-1
|
1/25/10
|
3.1
|
|
|
|
|
||||
|
3.2
|
Bylaws.
|
S-1
|
1/25/10
|
3.2
|
|
|
|
|
||||
|
4.1
|
Specimen Stock Certificate.
|
S-1
|
1/25/10
|
4.1
|
|
|
|
|
||||
|
14.1
|
Code of Ethics.
|
10-K
|
2/15/11
|
14.1
|
|
|
|
|
||||
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|
||||
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|
||||
|
99.1
|
Audit Committee Charter.
|
10-K
|
2/15/11
|
99.2
|
|
|
|
|
||||
|
99.2
|
Disclosure Committee Charter.
|
10-K
|
2/15/11
|
99.3
|
|
-13-