Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September 30, 2009
------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to _________.
Commission File Number 333-156942
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Gift Card Digest Corp.
----------------------
(Exact name of registrant as specified in its charter)
Florida 26-3891952
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5100 West Copans Road Ste 710 Margate, Florida 33063
---------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(954) 599-3672
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(Registrant's telephone number, including area code)
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 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 [ ] 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: 9,000,000 shares as of August 6,
2009.
GIFT CARD DIGEST CORP.
FORM 10-Q
Quarter Ended September 30, 2009
Table of Contents
PAGE
PART I - FINANCIAL INFORMATION ----
Item 1 - Financial Statements ........................................... 3
Condensed Balance Sheets
September 30, 2009 (Unaudited) and December 31, 2008 ................. 3
Condensed Statements of Operations (Unaudited)
For the Three and Nine Months ended September 30, 2009 ............... 4
Statement of Stockholders Equity
For the Period November 15, 2008 through September 30, 2009 .......... 5
Condensed Statements of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 2009 ......................... 6
Notes to the Condensed Financial Statements (Unaudited) .............. 7
Item 2 - Management's Discussion and Analysis or Plan of Operation
Financial Condition and Results of Operations .................. 13
Item 4 - Controls and Procedures ........................................ 14
PART II - OTHER INFORMATION
Item 6 - Exhibits ....................................................... 16
Signatures ................................................................. 17
2
ITEM 1. FINANCIAL STATEMENTS
The quarterly financial statements for the period ended September 30, 2009,
prepared by the company, immediately follow.
Gift Card Digest Corp.
(A Development Stage Company)
BALANCE SHEET
As of September 30, 2009 (unaudited) and December 31, 2008 (audited)
Unaudited Audited
2009 2008
--------- -------
ASSETS
CURRENT ASSETS
Cash .......................................... $ - $ -
Intellectual properties (Website) - net ....... 4,334 5,834
------- -------
TOTAL CURRENT ASSETS ....................... 4,334 5,834
------- -------
TOTAL ASSETS ..................................... $ 4,334 $ 5,834
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable ............................... $ 2,000 $ -
Due to related party ........................... 2,500 -
------- -------
TOTAL CURRENT LIABILITIES .................. $ 4,500 $ -
TOTAL LIABILITIES ................................ 4,500 -
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: par value $.001;
100,000,000 shares authorized
9,000,000 shares issued and outstanding ...... 9,000 9,000
Additional paid in capital ..................... - -
Deficit accumulated during the development stage (9,166) (3,166)
------- -------
TOTAL STOCKHOLDERS' DEFICIT ................ (166) 5,834
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ...... $ 4,334 $ 5,834
======= =======
The accompanying notes are an integral part of these financial statements.
3
Gift Card Digest Corp.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Period November 15, 2008 (inception) thru September 30, 2009
Cumulative
Amount from
November 15,
For the Three For the Nine 2008
Months Ended Months Ended (inception) to
September 30, September 30, September 30,
2009 2009 2009
------------- ------------- --------------
REVENUES
Sales ....................... $ - $ - $ -
Cost of Sales ............... - - -
----------- ----------- -----------
Gross Profit .................. - - -
OPERATING EXPENSES
Administrative and General .. 500 1,500 2,000
Depreciation and Amortization 500 1,500 1,666
Accounting expense .......... 500 2,000 4,500
Legal expense ............... - 1,000 1,000
----------- ----------- -----------
TOTAL OPERATING EXPENSES 1,500 6,000 9,166
LOSS FROM OPERATIONS .......... (1,500) (6,000) (9,166)
----------- ----------- -----------
OTHER INCOME .................. - - -
----------- ----------- -----------
TOTAL OTHER INCOME ...... - - -
NET OPERATING INCOME (LOSS)
BEFORE INCOME TAXES .......... (1,500) (6,000) (9,166)
----------- ----------- -----------
PROVISION FOR INCOME TAXES .... - - -
----------- ----------- -----------
NET INCOME (LOSS) ............. $ (1,500) $ (6,000) $ (9,166)
=========== =========== ===========
BASIC AND DILUTED NET LOSS
PER SHARE .................... ** **
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING ........... 9,000,000 9,000,000
** Less than .01
The accompanying notes are an integral part of these financial statements.
4
Gift Card Digest Corp.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
UNAUDITED
For the Period November 15, 2008 (inception) thru September 30, 2009
Total
Common Stock Additional Retained Stockholders'
Par Value of $0.001 ------------------- Paid-in Earnings Equity/
Shares Amount Capital (Deficit) (Deficit)
--------- ------ ---------- --------- -------------
Balance at November 15 , 2008
(date of inception) ........ - $ - $ - $ - $ -
Common stock issued ......... 9,000,000 9,000 - - 9,000
Net loss for the period ..... - - - (3,166) (3,166)
--------- ------ ------ -------- --------
Balance December 31, 2008 . 9,000,000 9,000 - (3,166) 5,834
Net loss for the period ..... - - - (3,000) (3,000)
--------- ------ ------ -------- --------
Balance March 31, 2009 .... 9,000,000 9,000 - (6,166) 2,834
Net loss for the period ..... - - - (1,500) (1,500)
--------- ------ ------ -------- --------
Balance June 30, 2009 ..... 9,000,000 9,000 - (7,666) 1,334
Net loss for the period ..... - - - (1,500) (1,500)
--------- ------ ------ -------- --------
Balance September 30, 2009 9,000,000 $9,000 $ - $ (9,166) $ (166)
========= ====== ====== ======== ========
The accompanying notes are an integral part of these financial statements.
5
Gift Card Digest Corp.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
UNAUDITED
For the Period November 15, 2008 (inception) thru September 30, 2009
Cumulative
Amount from
November 15,
For the Nine 2008
Months Ended (inception) to
September 30, September 30,
2009 2009
------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) .......................... $ (6,000) $ (9,166)
Adjustments to reconcile net loss to net
cash used in operations:
Depreciation and amortization .............. 1,500 1,666
Changes in operating liabilities and assets:
Accounts payable ......................... 2,000 2,000
Acquisition of intellectual property ..... - (6,000)
-------- --------
NET CASH USED IN OPERATING ACTIVITIES ........ (2,500) (11,500)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in due to related party ........... 2,500 2,500
Issuance of common stock ................... - 9,000
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES .... 2,500 11,500
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS ................................. - -
-------- --------
CASH AND CASH EQUIVALENTS
Beginning of Period ........................ - -
End of Period .............................. $ - $ -
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash paid for interest ..................... - -
-------- --------
Cash paid for income taxes ................. - -
-------- --------
The accompanying notes are an integral part of these financial statements.
6
GIFT CARD DIGEST CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 15, 2008) THROUGH SEPTEMBER 30, 2009
NOTE 1 ORGANIZATION
GIFT CARD DIGEST CORP. (a development stage enterprise) (the Company)
was formed on November 15, 2008 in the State of Florida. The Company's
activities to date have been primarily directed towards the raising of capital,
beta testing its website (www.giftcarddigest.com)and seeking business
opportunities.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - Development Stage Company
-------------------------------------------------
The Company has not earned any revenue from operations. Accordingly,
the Company's activities have been accounted for as those of a "Development
Stage Enterprise" as set forth in Accounting Standards Codification ("ASC") 915
"Development Stage Entities", which was previously Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by
SFAS 7 are that The Company's financial statements be identified as those of a
development stage company, and that the statements of operations, stockholders'
equity/(deficit) and cash flows disclose activity since the date of the
Company's inception.
Accounting Method
-----------------
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a fiscal year ending on December
31.
Income Taxes
------------
The Company accounts for income taxes under as outlined in the
Accounting Standards Codification ("ASC") 740 "Income Taxes", which was
previously Financial Accounting Standards Board (FASB) Statement No. 109,
("Accounting for Income Taxes" "Statement 109"). Under Statement 109, deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Under Statement 109, the effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date. There were no current or deferred income tax
expense or benefits due to the Company not having any material operations for
the period ended September 30, 2009.
Cash Equivalents
----------------
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
7
GIFT CARD DIGEST CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 15, 2008) THROUGH SEPTEMBER 30, 2009
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONT'D
Estimates
---------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the 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.
Determination of fair values involves subjective judgment and estimates
not susceptible to substantiation by auditing procedures. Accordingly, under
current auditing standards, the notes to our financial statements will refer to
the uncertainty with respect to the possible effect of such valuations, and any
change in such valuations, on our financial statements.
Basic Loss Per Common Share
---------------------------
Basic loss per common share has been calculated based on the weighted
average number of shares outstanding during the period after giving retroactive
effect to stock splits. There are no dilutive securities at September 30, 2009
for purposes of computing fully diluted earnings per share.
Share-Based Payments
--------------------
The valuation provisions of Accounting Standards Codification ("ASC")
718 "Compensation - Stock Compensation", which was previously Statement of
Financial Accounting standards ("SFAS") No. 123 (Revised December 2004),
"Share-Based Payment" (SFAS No. 123R) apply to new awards and to awards that are
outstanding on the effective date (or date of adoption) and subsequently
modified or cancelled; prior periods are not revised for comparative purposes.
Estimated compensation expense for awards outstanding on the effective date will
be recognized over the remaining service period using the compensation cost
calculated for pro forma disclosure under FASB Statement No. 123, "Accounting
for Stock-Based Compensation".
Fair value of Financial Instruments
-----------------------------------
Financial instruments consist principally of cash, trade and related
party payables, accrued liabilities, short-term obligations and notes payable.
The carrying amounts of such financial instruments in the accompanying balance
sheets approximate their fair values due to their relatively short-term nature.
It is management's opinion that the Company is not exposed to any significant
currency or credit risks arising from these financial instruments.
8
GIFT CARD DIGEST CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 15, 2008) THROUGH SEPTEMBER 30, 2009
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONT'D
Related Parties
---------------
Related parties, which can be a corporation, individual, investor or
another entity are considered to be related if the party has the ability,
directly or indirectly, to control the other party or exercise significant
influence over the Company in making financial and operating decisions.
Companies are also considered to be related if they are subject to common
control or common significant influence. The Company has these relationships.
New Accounting Pronouncements
-----------------------------
FASB Accounting Standards Codification
(Accounting Standards Update ("ASU") 2009-01)
In June 2009, FASB approved the FASB Accounting Standards Codification
("the Codification") as the single source of authoritative nongovernmental GAAP.
All existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
("SEC"), have been superseded by the Codification. All other non-grandfathered,
non-SEC accounting literature not included in the Codification has become
nonauthoritative. The Codification did not change GAAP, but instead introduced a
new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The Codification is effective for interim
or annual periods ending after September 15, 2009, and impacts the Company's
financial statements as all future references to authoritative accounting
literature will be referenced in accordance with the Codification. There have
been no changes to the content of the Company's financial statements or
disclosures as a result of implementing the Codification during the quarter
ended September 30, 2009.
As a result of the Company's implementation of the Codification during
the quarter ended September 30, 2009, previous references to new accounting
standards and literature are no longer applicable. In the current quarter
financial statements, the Company will provide reference to both new and old
guidance to assist in understanding the impacts of recently adopted accounting
literature, particularly for guidance adopted since the beginning of the current
fiscal year but prior to the Codification.
Subsequent Events
(Included in Accounting Standards Codification ("ASC") 855 "Subsequent Events",
previously SFAS No. 165 "Subsequent Events")
SFAS No. 165 established general standards of accounting for and
disclosure of events that occur after the balance sheet date, but before the
financial statements are issued or available to be issued ("subsequent events").
An entity is required to disclose the date through which subsequent events have
been evaluated and the basis for that date. For public entities, this is the
date the financial statements are issued. SFAS No. 165 does not apply to
subsequent events or transactions that are within the scope of other GAAP and
9
GIFT CARD DIGEST CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 15, 2008) THROUGH SEPTEMBER 30, 2009
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONT'D
did not result in significant changes in the subsequent events reported by the
Company. SFAS No. 165 became effective for interim or annual periods ending
after June 15, 2009 and did not impact the Company's financial statements. The
Company evaluated for subsequent events through the issuance date of the
Company's financial statements. No recognized or non-recognized subsequent
events were noted.
Determination of the Useful Life of Intangible Assets
(Included in ASC 350 "Intangibles -- Goodwill and Other", previously FSP SFAS
No. 142-3 "Determination of the Useful Lives of Intangible Assets")
FSP SFAS No. 142-3 amended the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under previously issued goodwill and intangible
assets topics. This change was intended to improve the consistency between the
useful life of a recognized intangible asset and the period of expected cash
flows used to measure the fair value of the asset under topics related to
business combinations and other GAAP. The requirement for determining useful
lives must be applied prospectively to intangible assets acquired after the
effective date and the disclosure requirements must be applied prospectively to
all intangible assets recognized as of, and subsequent to, the effective date.
FSP SFAS No. 142-3 became effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal
years. The adoption of FSP SFAS No. 142-3 did not impact the Company's financial
statements.
Noncontrolling Interests
(Included in ASC 810 "Consolidation", previously SFAS No. 160 "Noncontrolling
Interests in Consolidated Financial Statements an amendment of ARB No. 51")
SFAS No. 160 changed the accounting and reporting for minority
interests such that they will be recharacterized as noncontrolling interests and
classified as a component of equity. SFAS No. 160 became effective for fiscal
years beginning after December 15, 2008 with early application prohibited. The
Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer
records an intangible asset when the purchase price of a noncontrolling interest
exceeds the book value at the time of buyout. Any excess or shortfall for
buyouts of noncontrolling interests in mature restaurants is recognized as an
adjustment to additional paid-in capital in stockholders' equity. Any shortfall
resulting from the early buyout of noncontrolling interests will continue to be
recognized as a benefit in partner investment expense up to the initial amount
recognized at the time of buy-in. Additionally, operating losses can be
allocated to noncontrolling interests even when such allocation results in a
deficit balance (i.e. book value can go negative).
The Company presents noncontrolling interests (previously shown as
minority interest) as a component of equity on its consolidated balance sheets.
Minority interest expense is no longer separately reported as a reduction to net
income on the consolidated income statement, but is instead shown below net
income under the heading "net income attributable to noncontrolling interests."
The adoption of SFAS No. 160 did not have any other material impact on the
Company's financial statements.
10
GIFT CARD DIGEST CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 15, 2008) THROUGH SEPTEMBER 30, 2009
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONT'D
Consolidation of Variable Interest Entities -- Amended
(To be included in ASC 810 "Consolidation", SFAS No. 167 "Amendments to FASB
Interpretation No. 46(R)")
SFAS No. 167 amends FASB Interpretation No. 46(R) "Consolidation of
Variable Interest Entities regarding certain guidance for determining whether an
entity is a variable interest entity and modifies the methods allowed for
determining the primary beneficiary of a variable interest entity. The
amendments include: (1) the elimination of the exemption for qualifying special
purpose entities, (2) a new approach for determining who should consolidate a
variable-interest entity, and (3) changes to when it is necessary to reassess
who should consolidate a variable-interest entity. SFAS No. 167 is effective for
the first annual reporting period beginning after November 15, 2009, with
earlier adoption prohibited. The Company will adopt SFAS No. 167 in fiscal 2010
and does not anticipate any material impact on the Company's financial
statements.
NOTE 3 GOING CONCERN
The Company's financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a
going concern that contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not established
any source of revenue to cover its operating costs. The Company will engage in
very limited activities without incurring any liabilities that must be satisfied
in cash until a source of funding is secured. The Company will offer noncash
consideration and seek equity lines as a means of financing its operations.
If the Company is unable to obtain revenue producing contracts or
financing or if the revenue or financing it does obtain is insufficient to cover
any operating losses it may incur, it may substantially curtail or terminate its
operations or seek other business opportunities through strategic alliances,
acquisitions or other arrangements that may dilute the interests of existing
stockholders.
NOTE 4 INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to reverse. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the statement of
operations in the period that includes the enactment date.
There is no provision for income taxes due to continuing losses. At
September 30, 2009 the Company has net operating loss carryforwards for tax
purposes of approximately $9,000 which expire through 2029. The Company has not
recorded a valuation allowance that fully offsets deferred tax assets arising
from net operating loss carryforwards because the likelihood of the realization
of the benefit cannot be established. The Internal Revenue Code contains
provisions that may limit the net operating loss carryforwards available if
significant changes in stockholder ownership of the Company occur.
11
GIFT CARD DIGEST CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 15, 2008) THROUGH SEPTEMBER 30, 2009
NOTE 5 WEBSITE DEVELOPMENT COSTS
The Company has capitalized costs in acquiring their website which
consisted of the following at September 30, 2009:
September 30, 2009
------------------
Web site costs ......... $ 6,000
Accumulated Amortization (1,666)
-------
Web site costs, Net .... $ 4,334
=======
The Company began amortizing the website costs, using the straight-line
method over the estimated useful life of 3 years, once it was put into service
in November of 2008.
Amortization expense was $500 for the three months ended September 30,
2009.
NOTE 6 RELATED PARTY TRANSACTIONS
On November 15, 2008, the company issued 9,000,000 shares to Tammi
Shnider, its sole shareholder and officer and director for the amount of $9,000.
On November 15, 2008, the company entered into an agreement to acquire
the intellectual property (www.giftcarddigest.com) for $6,000 including all
rights, title and interest.
The Company does not lease or rent any property. Office space and
services are provided without charge by a director and shareholder. Such costs
are immaterial to the financial statements and, accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for the
resolution of such conflicts.
From time to time, the Company borrows from Tammi Shnider, its sole
officer and director. At September 30, 2009 the Company owed $2,500 to Tammi
Schnider.
NOTE 7 EQUITY
On November 15, 2008, the company issued 9,000,000 shares at $.001 per
share to Tammi Shnider, its sole shareholder, officer and director for the
amount of $9,000
NOTE 8 OUR OFFERING
On May 21, 2009, our registration statement on Form S-1 became
effective. The company is in the process of selling 3,000,000 shares of our par
value $0.001 common stock. There are no assurances that these shares or a
portion of these shares will be sold.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Gift Card Digest Corp. has provided the following information concerning the
company and its business for inclusion in this quarterly report. This
information contains statements that constitute "forward looking statements"
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Any statements that express or involve discussions with respect to predictions,
business strategy, budgets, development opportunities or projects, the expected
timing of transactions or their expectations, beliefs, plans, objectives,
assumptions or future events or performance are not statements of historical
fact and may be "forward-looking statements".
Forward-looking statements are based on expectations, estimates and projections
at the time the statements are made that involve a number of known and unknown
risks and uncertainties which could cause actual results or events to differ
materially from those anticipated by Gift Card Digest Corp.
COMPANY HISTORY
GIFT CARD DIGEST CORP.("THE REGISTRANT AND/OR COMPANY") is a development stage
company, incorporated in the State of Florida on November 15, 2008, to acquire,
develop and market a website ("www.giftcarddigest.com")to sell individual gift
cards consisting of over 100 separate and distinct merchants. Our basic concept
is an offering of over 100 gift cards so the customer can select from various
alternatives for their gift card purchases having the feature of customer
service and free standard shipping. We anticipate that our customers will have a
good experience because of the consolidated approach of purchasing an assortment
of distinct and separate gift cards using our web site to consolidate
substantially all their gift card purchases.
We have assembled an assortment of gift cards to be displayed and sold on one
(1) website (www.giftcarddigest.com) to attract consumers that desire to buy a
multiple selection of gift cards having the ease of using one website, one (1)
shopping cart and one (1) credit fulfillment. We have an agreement with BSP
Rewards Inc. to supply the various gift cards, fulfilling the shipping and
handling and providing to us the back office administrating and accounting
function required for this process. We obtained our revenues from the various
arrangements with the various gift card providers whereby we share in the is
percentage of discount with BSP Rewards Inc. as our agreement provides.
We have not generated any revenues to date and our activities have been limited
to developing our business plan and beta testing our website
(www.giftcarddigest.com). We will not have the necessary capital to develop or
execute our business plan until we are able to secure financing. There can be no
assurance that such financing will be available on suitable terms.
Although we are a development stage company, we have no plans or intentions to
be acquired or to merge with an operating company nor do we, nor any of our
shareholders, have plans to enter into a change of control or similar
transaction or to change the management of the company.
PLAN OF OPERATION
This section of the prospectus 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 this 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.
13
We are a development stage company organized to market over 100 gift cards on
the internet.
We have not yet generated or realized any revenues from business operations. Our
auditors have issued a going concern opinion. This means there is substantial
doubt that we can continue as an on-going business for the next twelve (12)
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 begin
marketing our products to customers. Accordingly, we must raise cash from
sources other than revenues generated such as from the proceeds of loans we
undertake.
From inception (November 15, 2008) to September 30, 2009, the company's business
operations have primarily been focused on developing our business plan, beta
testing our web site (www.giftcarddigest.com) and market research.
GOING CONCERN
Our auditor has issued a going concern opinion. This means that 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 revenues and no revenues are anticipated until we
begin our website and start selling visual content images.
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenues to date.
We incurred operating expenses of ($1,500) for the three months ended September
30, 2009. These expenses consisted of marketing, general operating expenses and
professional fees incurred in connection with the day to day operation of our
business and the preparation and filing of our reports with the Securities and
Exchange Commission. Our net losses from inception through September 30, 2009
were ($9,166). As we were incorporated on November 15, 2008, there are no
comparative figures to previous years. Cash provided by financing activities for
the period from inception through September 30, 2009 was $11,500 of which
$11,500 was provided from our sole officer and director.
LIQUIDITY AND CAPITAL RESOURCES
We are a development stage company and have generated no revenue to date. At
September 30, 2009 our cash in the bank was $0.
Our auditor has issued a going concern opinion. This means that 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 revenues and no revenues are anticipated until We
begin our website and start selling visual content images.
ITEM 4. CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
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- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
- Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors
of the company; and
- Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's assets
that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of September 30, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Sole Officer and Director in connection with the review of our financial
statements as of September 30, 2009.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
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MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2009. Additionally, we plan to test our updated
controls and remediate our deficiencies by June 30, 2010.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Certification of Principal Executive Officer and Principal
Financial and Accounting Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Principal Executive Officer and Principal
Financial and Accounting Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
__________
* Incorporated by reference, please see our Registration Statement on Form S-1
(file number 333-156942) on the website at www.sec.gov
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SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf in Margate, FL, by the undersigned, thereunto duly authorized.
Gift Card Digest Corp.
(Registrant)
November 10, 2009 By: /s/ Tammi Shnider
---------------------
Tammi Shnider, President, Director,
Principal Executive Officer and
Principal Financial and Accounting Officer
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