Attached files
file | filename |
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EX-4.2 - AMENDED AND RESTATED PROMISSORY NOTE - MUSTANG ALLIANCES, INC. | f10q09094ii_mustang.htm |
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - MUSTANG ALLIANCES, INC. | f10q0909ex32_mustang.htm |
EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - MUSTANG ALLIANCES, INC. | f10q0909ex31_mustang.htm |
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
quarter ended September 30, 2009
o TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the
transition period from _____ to _____
Commission
File Number: 333-148431
MUSTANG ALLIANCES,
INC.
(Exact
name of small business issuer as specified in its charter)
Nevada | 74-3206736 | |||
(State of incorporation) | (IRS Employer ID Number) |
New York, New York
110022
(Address
of principal executive offices)
(888)
251-3422
(Issuer's
telephone number)
________________________________________________________________
(Former
name, former address and former fiscal year, if changed since last
report)
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, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated
filer
o
|
Accelerated
Filer
o
|
Non-accelerated
filer
o
(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
As of November 12, 2009, 10,800,000 shares of common stock, par value $0.0001 per share, were issued and outstanding.
TABLE
OF CONTENTS
Page
|
|
PART
I
|
|
Item
1. Financial Statements
|
1 |
Item
2. Management’s Discussion and Analysis of Financial Conditions and
Results of Operations
|
7 |
Item
3 Quantitative and Qualitative Disclosures About Market
Risk
|
14 |
Item
4T Controls and Procedures
|
14 |
PART
II
|
|
Item
1. Legal Proceedings
|
14 |
Item
IA. Risk Factors
|
14 |
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
14 |
Item
3. Defaults Upon Senior Securities
|
15 |
Item
4. Submission of Matters to a Vote of Security Holders
|
15 |
Item
5. Other Information
|
15 |
Item
6. Exhibits
|
15 |
PART
I
FINANCIAL
INFORMATION
Item
1. Financial
Statements.
MUSTANG ALLIANCES,
INC.
(A DEVELOPMENT STAGE
COMPANY)
CONDENSED BALANCE
SHEET
ASSETS
|
||||||||
September
30, 2009
|
December
31, 2008
|
|||||||
(Unaudited)
|
||||||||
Current
Assets:
|
||||||||
Cash
|
$ | 594 | $ | 534 | ||||
Total
Current Assets
|
594 | 534 | ||||||
Total
Assets
|
$ | 594 | $ | 534 | ||||
LIABILITIES AND STOCKHOLDERS’
(DEFICIENCY)
|
||||||||
Current
Liabilities:
|
||||||||
Accrued
Expenses
|
$ | 10,839 | $ | 4,374 | ||||
Current Portion of
Long-Term Debt
|
- | 40,000 | ||||||
Total
Current Liabilities
|
10,839 | 44,374 | ||||||
Long-Term
Debt, Net of Current Portion
|
56,400 | - | ||||||
Total
Liabilities
|
67,239 | 44,374 | ||||||
Commitments
and Contingencies
|
||||||||
Stockholders’
(Deficiency):
|
||||||||
Preferred Stock,
$.0001 par value; 5,000,000 shares
|
||||||||
authorized,
none issued and outstanding
|
- | - | ||||||
Common Stock,
$.0001 par value; 500,000,000 shares
|
||||||||
authorized,
10,900,000 shares issued and outstanding
|
||||||||
at September
30, 2009 and December 31, 2008
|
1,090 | 1,090 | ||||||
Additional Paid-In
Capital
|
50,674 | 50,674 | ||||||
Deficit Accumulated
During the Development Stage
|
(118,409 | ) | (95,604 | ) | ||||
Total
Stockholders’ (Deficiency)
|
(66,645 | ) | (43,840 | ) | ||||
Total
Liabilities and Stockholders’ (Deficiency)
|
$ | 594 | $ | 534 | ||||
The
accompanying notes are an integral part of these financial
statements.
1
MUSTANG ALLIANCES,
INC.
(A DEVELOPMENT STAGE
COMPANY)
CONDENSED STATEMENT OF
OPERATIONS
(Unaudited)
For the
|
For the
|
For the Period
|
||||||||||||||||||
Nine Months Ended
|
Quarter Ended
|
February 22, 2007
|
||||||||||||||||||
September 30,
|
September 30,
|
(Inception) To
|
||||||||||||||||||
2009
|
2008
|
2009
|
2008
|
September 30, 2009
|
||||||||||||||||
Net
Revenues
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Costs
and Expenses:
|
||||||||||||||||||||
Professional
and Consulting Fees
|
18,500 | 74,926 | 4,000 | 59,976 | 105,701 | |||||||||||||||
General
and Administrative Expenses
|
1,440 | 1,600 | 300 | 153 | 4,724 | |||||||||||||||
Start
Up Costs
|
- | - | - | - | 1,145 | |||||||||||||||
Total Costs and
Expenses
|
19,940 | 76,526 | 4,300 | 60,129 | 111,570 | |||||||||||||||
Operating
Loss
|
(19,940 | ) | (76,526 | ) | (4,300 | ) | (60,129 | ) | (111,570 | ) | ||||||||||
Other
Income (Expense):
|
||||||||||||||||||||
Interest
Expense
|
(2,865 | ) | (2,400 | ) | (1,123 | ) | (800 | ) | (6,839 | ) | ||||||||||
Total Other Income
(Expense)
|
(2,865 | ) | (2,400 | ) | (1,123 | ) | (800 | ) | (6,839 | ) | ||||||||||
Net
Loss
|
$ | (22,805 | ) | $ | (78,926 | ) | $ | (5,423 | ) | $ | (60,929 | ) | $ | (118,409 | ) | |||||
Basic
and Diluted Loss Per Share
|
$ | (.00 | ) | $ | (.00 | ) | $ | (.00 | ) | $ | (.00 | ) | ||||||||
Weighted
Average Common Shares Outstanding
|
10,900,000 | 10,278,179 | 10,900,000 | 10,800,000 |
The
accompanying notes are an integral part of the financial
statements.
2
MUSTANG ALLIANCES,
INC.
(A DEVELOPMENT STAGE
COMPANY)
CONDENSED STATEMENT OF
STOCKHOLDERS’ EQUITY (DEFICIENCY)
FOR THE PERIOD FEBRUARY 22,
2007 (INCEPTION) TO SEPTEMBER 30, 2009
(Unaudited)
Deficit
|
||||||||||||||||||||
Additional
|
Accumulated
During
the
|
|||||||||||||||||||
Common
Stock
|
Paid-In
|
Development
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Balance,
February 22, 2007
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common
Stock Issued to Founders at
|
||||||||||||||||||||
$.0001
Per Share, February 22, 2007
|
8,000,000 | 800 | - | - | 800 | |||||||||||||||
Net
Loss for the Period
|
- | - | - | (4,498 | ) | (4,498 | ) | |||||||||||||
Balance,
December 31, 2007
|
8,000,000 | 800 | - | (4,498 | ) | (3,698 | ) | |||||||||||||
Common
Stock Issued to Investors at
|
||||||||||||||||||||
$.025 Per Share, Net of Offering
|
||||||||||||||||||||
Costs,
February 20, 2008
|
2,800,000 | 280 | 44,684 | - | 44,964 | |||||||||||||||
Common
Stock Issued for Services,
|
||||||||||||||||||||
February
25, 2008
|
100,000 | 10 | 5,990 | - | 6,000 | |||||||||||||||
Net
Loss for the Year Ended
|
||||||||||||||||||||
December
31, 2008
|
- | - | - | (91,106 | ) | (91,106 | ) | |||||||||||||
Balance,
December 31, 2008
|
10,900,000 | 1,090 | 50,674 | (95,604 | ) | (43,840 | ) | |||||||||||||
Net
Loss for the Nine Months Ended
|
||||||||||||||||||||
September
30, 2009 (Unaudited)
|
- | - | - | (22,805 | ) | (22,805 | ) | |||||||||||||
Balance,
September 30, 2009 (Unaudited)
|
10,900,000 | $ | 1,090 | $ | 50,674 | $ | (118,409 | ) | $ | (66,645 | ) |
The
accompanying notes are an integral part of these financial
statements.
3
MUSTANG ALLIANCES,
INC.
(A DEVELOPMENT STAGE
COMPANY)
CONDENSED STATEMENT OF CASH
FLOWS
(Unaudited)
For the
|
For the Period
|
|||||||||||
Nine Months Ended
|
February 22, 2007
|
|||||||||||
September 30,
|
(Inception) to
|
|||||||||||
2009
|
2008
|
September 30, 2009
|
||||||||||
Cash
Flows from Operating Activities:
|
||||||||||||
Net
Loss
|
$ | (22,805 | ) | $ | (78,926 | ) | $ | (118,409 | ) | |||
Common
Stock Issued for Services
|
- | - | 6,000 | |||||||||
Adjustments
to Reconcile Net Loss to Net
|
||||||||||||
Cash
Used in Operating Activities:
|
||||||||||||
Changes
in Assets and Liabilities:
|
||||||||||||
Decrease
in Accounts Payable
|
- | (1,579 | ) | - | ||||||||
Increase
in Accrued Expenses
|
6,465 | 3,900 | 10,839 | |||||||||
Net
Cash Used in Operating Activities
|
(16,340 | ) | (76,605 | ) | (101,570 | ) | ||||||
Cash
Flows from Investing Activities:
|
- | - | - | |||||||||
Cash
Flows from Financing Activities:
|
||||||||||||
Proceeds
of Borrowings
|
16,400 | - | 56,400 | |||||||||
Proceeds
from Sale of Common Stock
|
- | 70,000 | 70,800 | |||||||||
Payments
of Deferred Offering Costs
|
- | (7,500 | ) | (25,000 | ) | |||||||
Expenses
of Offering
|
- | (36 | ) | (36 | ) | |||||||
Net
Cash Provided by Financing Activities
|
16,400 | 62,464 | 102,164 | |||||||||
Increase
(Decrease) in Cash
|
60 | (14,141 | ) | 594 | ||||||||
Cash
– Beginning of Period
|
534 | 21,155 | - | |||||||||
Cash
– End of Period
|
$ | 594 | $ | 7,014 | $ | 594 | ||||||
Supplemental
Disclosures of Cash Flow Information:
|
||||||||||||
Interest
Paid
|
$ | - | $ | - | $ | - | ||||||
Income
Taxes Paid
|
$ | - | $ | - | $ | - | ||||||
Supplemental
Schedule of Non-Cash Investing and
|
||||||||||||
Financing
Activities:
|
||||||||||||
Deferred
Offering Costs Charged to Additional
|
||||||||||||
Paid-In
Capital
|
$ | 25,000 | $ | - | $ | 25,000 | ||||||
Deferred
Offering Costs Recorded in Accounts
|
||||||||||||
Payable
|
$ | - | $ | - | $ | 7,500 | ||||||
The
accompanying notes are an integral part of these financial
statements.
4
MUSTANG ALLIANCES,
INC.
(A DEVELOPMENT STAGE
COMPANY)
NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS
NOTE 1
- Organization and Basis of
Presentation
Mustang
Alliances, Inc. (“the Company”) was incorporated on February 22, 2007 under the
laws of the State of Nevada.
The
Company has not yet generated revenues from planned principal operations and is
considered a development stage company as defined in Statement of Financial
Accounting Standards (“SFAS”) No. 7. The Company intended to market
and sell anti-lock braking systems produced in China to the auto parts and auto
manufacturing market in the United States. The Company has since
abandoned its business plan and is now seeking an operating company with which
to merge or acquire. Accordingly, the Company is now considered a
blank check company. There is no assurance, however, that the Company
will achieve its objectives or goals.
In the
opinion of the Company’s management, the accompanying unaudited condensed
financial statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the information set forth
therein. These financial statements are condensed and therefore do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements.
Results
of operations for interim periods are not necessarily indicative of the results
of operations for a full year.
The
Company is a development stage company and has not commenced planned principal
operations. The Company had no revenues and incurred a net loss of
$22,805 for the nine months ended September 30, 2009 and a net loss of $118,409
for the period February 22, 2007 (inception) to September 30,
2009. In addition, the Company had a working capital deficiency of
$10,245 at September 30, 2009. These factors raise substantial doubt
about the Company’s ability to continue as a going concern.
There can
be no assurance that sufficient funds will be generated during the next year or
thereafter from operations or that funds will be available from external sources
such as debt or equity financings or other potential sources. The
lack of additional capital could force the Company to curtail or cease
operations and would, therefore, have a material adverse effect on its
business. Furthermore, there can be no assurance that any such
required funds, if available, will be available on attractive terms or that they
will not have a significant dilutive effect on the Company's existing
stockholders.
The
Company is attempting to address its lack of liquidity by raising additional
funds, either in the form of debt or equity or some combination
thereof. During the quarter ended September 30, 2009 the Company
borrowed $2,300 for working capital purposes. There can be no
assurances that the Company will be able to raise the additional funds it
requires.
The
accompanying condensed financial statements do not include any adjustments
related to the recoverability or classification of asset-carrying amounts or the
amounts and classifications of liabilities that may result should the Company be
unable to continue as a going concern.
5
MUSTANG ALLIANCES,
INC.
(A DEVELOPMENT STAGE
COMPANY)
NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS
NOTE 2
- Long-Term
Debt
On
October 5, 2007, the Company issued for aggregate consideration of $40,000, a
promissory note in the aggregate principal amount of $40,000. The
promissory note has a line of credit of up to $200,000 and is due October 5,
2009, and bears interest at 8% per annum. The Company borrowed $2,300
on its line of credit during the quarter ended September 30, 2009 (see Note
5).
NOTE 3
- Common
Stock
In
February 2007 the Company issued 8,000,000 shares of common stock at $.0001 per
share to the Founders of the Company for $800.
In
February 2008 the Company sold 2,800,000 shares of common stock at $.025 per
share pursuant to its public offering. The Company received net
proceeds of $44,964.
In
February 2008 the Company issued 100,000 shares of common stock valued at $.06
per share for services rendered. The Company recorded stock based
compensation expense of $6,000 in connection with this issuance.
NOTE 4
- Preferred
Stock
The
Company’s Board of Directors may, without further action by the Company’s
stockholders, from time to time, direct the issuance of any authorized but
unissued or unreserved shares of preferred stock in series and at the time of
issuance, determine the rights, preferences and limitations of each
series. The holders of preferred stock may be entitled to receive a
preference payment in the event of any liquidation, dissolution or winding-up of
the Company before any payment is made to the holders of the common
stock. Furthermore, the board of directors could issue preferred
stock with voting and other rights that could adversely affect the voting power
of the holders of the common stock.
NOTE 5
- Subsequent
Events
During
November 2009, the holder of the Company's promissory note in connection with
its line of credit, extended the due date of the Note until October 5,
2011. The note continues to bear interest at the rate of 8% per annum
(see Note 2).
6
Item
2. Management’s Discussion and Analysis or Plan of
Operations.
As
used in this Form 10-Q, references to the “Mustang,” Company,” “we,” “our” or
“us” refer to Mustang Alliances, Inc. unless the context otherwise
indicates.
Forward-Looking
Statements
The
following discussion should be read in conjunction with our financial
statements, which are included elsewhere in this Form 10-Q (the “Report”). This
Report contains forward-looking statements which relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties, and
other factors that may cause our or our industry’s actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.
For a
description of such risks and uncertainties refer to our Annual Report on Form
10-K, filed with the Securities and Exchange Commission on March 30, 2009. While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
Business
Overview
Mustang’s
current business plan is to attempt to identify and negotiate with a business
target for the merger of that entity with and into Mustang. In certain
instances, a target company may wish to become a subsidiary of Mustang or may
wish to contribute or sell assets to Mustang rather than to merge.
7
No
assurances can be given that Mustang will be successful in identifying or
negotiating with any target company. Mustang seeks to provide a method for a
foreign or domestic private company to become a reporting or public company
whose securities are qualified for trading in the United States secondary
markets.
A
business combination with a target company normally will involve the transfer to
the target company of the majority of the issued and outstanding common stock of
Mustang, and the substitution by the target company of its own management and
board of directors. No assurances can be given that Mustang will be able to
enter into a business combination, or, if Mustang does enter into such a
business combination, no assurances can be given as to the terms of a business
combination, or as to the nature of the target company.
Since its
inception on February 22, 2007, Mustang has not engaged in any business
operations other than organizational matters, filing its Registration Statement
on Form SB-2 filed with the Securities and Exchange Commission, file number
333-148431 (the “Registration Statement”) and filings of periodic reports with
the SEC pursuant to the reporting requirements of Securities Exchange Act of
1934, as amended. The current and proposed business activities described herein
classify Mustang as a blank check company. The Securities and Exchange
Commission and many states have enacted statutes, rules and regulations limiting
the sale of securities of blank check companies.
Plan
of Operation
General
During
the next 12 months, the Company intends to seek, investigate and, if such
investigation warrants, acquire an interest in one or more business
opportunities presented to it by persons or firms who or which desire to seek
the perceived advantages of a publicly held corporation. At this time, the
Company has no plan, proposal, agreement, understanding or arrangement to
acquire or merge with any specific business or company, and the Company has not
identified any specific business or company for investigation and evaluation. No
member of Management or promotor of the Company has had any material discussions
with any other company with respect to any acquisition of that
company.
The
Company will not restrict its search to any specific business, industry or
geographical location, and the Company may participate in a business venture of
virtually any kind or nature. The discussion of the proposed plan of operation
under this caption and throughout this Quarterly Report is purposefully general
and is not meant to be restrictive of the Company’s virtually unlimited
discretion to search for and enter into potential business
opportunities.
The
Company intends to obtain funds in one or more private placements to finance the
operation of any acquired business. Persons purchasing securities in these
placements and other shareholders will likely not have the opportunity to
participate in the decision relating to any acquisition. The Company’s proposed
business is sometimes referred to as a “blind pool” because any investors will
entrust their investment monies to the Company’s management before they have a
chance to analyze any ultimate use to which their money may be put.
Consequently, the Company’s potential success is heavily dependent on the
Company’s management, which will have virtually unlimited discretion in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed business of the
Company. There can be no assurance that the Company will be able to raise any
funds in private placements. In any private placement, management may purchase
shares on the same terms as offered in the private placement.
Management
anticipates that it will only participate in one potential business venture.
This lack of diversification should be considered a substantial risk in
investing in the Company because it will not permit the Company to offset
potential losses from one venture against gains from another.
8
The
Company may seek a business opportunity with a firm which only recently
commenced operations, or a developing company in need of additional funds for
expansion into new products or markets, or seeking to develop a new product or
service, or an established business which may be experiencing financial or
operating difficulties and is in the need for additional capital which is
perceived to be easier to raise by a public company. In some instances, a
business opportunity may involve the acquisition or merger with a corporation
which does not need substantial additional cash but which desires to establish a
public trading market for its common stock. The Company may purchase assets and
establish wholly owned subsidiaries in various business or purchase existing
businesses as subsidiaries.
The
Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Because of general economic
conditions, rapid technological advances being made in some industries, and
shortages of available capital, management believes that there are numerous
firms seeking the benefits of a publicly traded corporation. Such perceived
benefits of a publicly traded corporation may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means for providing
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors. Potentially available business opportunities may occur in
many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.
As part
of any transaction, the acquired company may require that management or other
stockholders of the Company sell all or a portion of their shares to the
acquired company, or to the principals of the acquired company. It is
anticipated that the sales price of such shares will be lower than the current
market price or anticipated market price of the Company’s common stock. The
Company’s funds are not expected to be used for purposes of any stock purchase
from insiders. The Company shareholders will not be provided the opportunity to
approve or consent to such sale. The opportunity to sell all or a portion of
their shares in connection with an acquisition may influence management’s
decision to enter into a specific transaction. However, management believes that
since the anticipated sales price will be less than market value, that the
potential of a stock sale by management will be a material factor on their
decision to enter a specific transaction.
The above
description of potential sales of management stock is not based upon any
corporate bylaw, shareholder or board resolution, or contract or agreement. No
other payments of cash or property are expected to be received by Management in
connection with any acquisition.
The
Company has not formulated any policy regarding the use of consultants or
outside advisors, but does not anticipate that it will use the services of such
persons.
The
Company has, and will continue to have, insufficient capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will offer owners of business
opportunities the opportunity to acquire a controlling ownership interest in a
public company at substantially less cost than is required to conduct an initial
public offering. The owners of the business opportunities will, however, incur
significant post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale. The Company will also
incur significant legal and accounting costs in connection with the acquisition
of a business opportunity including the costs of preparing post-effective
amendments, Forms 8-K, agreements and related reports and documents
nevertheless, the officers and directors of the Company have not conducted
market research and are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the owners of a
business opportunity. The Company does not intend to make any loans to any
prospective merger or acquisition candidates or to unaffiliated third
parties.
9
Sources
of Opportunities
The
Company anticipates that business opportunities for possible acquisition will be
referred by various sources, including its officers and directors, professional
advisers, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited
proposals.
The
Company will seek a potential business opportunity from all known sources, but
will rely principally on personal contacts of its officers and directors as well
as indirect associations between them and other business and professional
people. It is not presently anticipated that the Company will engage
professional firms specializing in business acquisitions or
reorganizations.
The
officers and directors of the Company are currently employed in other positions
and will devote only a portion of their time (not more than three hours per
week) to the business affairs of the Company, until such time as an acquisition
has been determined to be highly favorable, at which time they expect to spend
full time in investigating and closing any acquisition for a period of two
weeks. In addition, in the face of competing demands for their time, the
officers and directors may grant priority to their full-time positions rather
than to the Company.
Evaluation of
Opportunities
The
analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company. Management intends to
concentrate on identifying prospective business opportunities which may be
brought to its attention through present associations with management. In
analyzing prospective business opportunities, management will consider such
matters as the available technical, financial and managerial resources; working
capital and other financial requirements; history of operation, if any;
prospects for the future; present and expected competition; the quality and
experience of management services which may be available and the depth of that
management; the potential for further research, development or exploration;
specific risk factors not now foreseeable but which then may be anticipated to
impact the proposed activities of the Company; the potential for growth or
expansion; the potential for profit; the perceived public recognition or
acceptance of products, services or trades; name identification; and other
relevant factors. Officers and directors of the Company will meet personally
with management and key personnel of the firm sponsoring the business
opportunity as part of their investigation. To the extent possible, the Company
intends to utilize written reports and personal investigation to evaluate the
above factors. The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained.
The
Company will not restrict its search for any specific kind of business, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It is
currently impossible to predict the status of any business in which the Company
may become engaged, in that such business may need additional capital, may
merely desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.
Acquisition
of Opportunities
In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture,
franchise or licensing agreement with another corporation or entity. It may also
purchase stock or assets of an existing business. On the consummation of a
transaction, it is possible that the present management and shareholders of the
Company will not be in control of the Company. In addition, a majority or all of
the Company’s officers and directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new officers and directors
without a vote of the Company’s shareholders.
10
It is
anticipated that any securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable Federal and
state securities laws. In some circumstances, however, as a negotiated element
of this transaction, the Company may agree to register such securities either at
the time the transaction is consummated, under certain conditions, or at a
specified time thereafter. The issuance of substantial additional securities and
their potential sale into any trading market which may develop in the Company’s
common stock may have a depressive effect on such market. While the actual terms
of a transaction to which the Company may be a party cannot be predicted, it may
be expected that the parties to the business transaction will find it desirable
to avoid the creation of a taxable event and thereby structure the acquisition
in a so called “tax free” reorganization under Sections 368(a)(1) or 351 of the
Internal Revenue Code of 1986, as amended (the “Code”). In order to obtain tax
free treatment under the Code, it may be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company, including investors in
this offering, would retain less than 20% of the issued and outstanding shares
of the surviving entity, which could result in significant dilution in the
equity of such shareholders.
As part
of the Company’s investigation, officers and directors of the Company will meet
personally with management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of certain information
provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company’s limited
financial resources and management expertise.
The
manner in which each Company participates in an opportunity will depend on the
nature of the opportunity, the respective needs and desires of the Company and
other parties, the management of the opportunity, and the relative negotiating
strength of the Company and such other management.
With
respect to any mergers or acquisitions, negotiations with target company
management will be expected to focus on the percentage of the Company which
target company shareholders would acquire in exchange for their shareholdings in
the target company. Depending upon, among other things, the target company’s
assets and liabilities, the Company’s shareholders will in all likelihood hold a
lesser percentage ownership interest in the Company following any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event the Company acquires a target company with substantial assets. Any
merger or acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the Company’s
then shareholders, including purchasers in this offering.
The
Company will not have sufficient funds (unless it is able to raise funds in a
private placement) to undertake any significant development, marketing and
manufacturing of any products which may be acquired.
Accordingly,
following the acquisition of any such product, the Company will, in all
likelihood, be required to either seek debt or equity financing or obtain
funding from third parties, in exchange for which the Company would probably be
required to give up a substantial portion of its interest in any acquired
product. There is no assurance that the Company will be able either to obtain
additional financing or interest third parties in providing funding for the
further development, marketing and manufacturing of any products
acquired.
It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial costs for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity the costs therefore
incurred in the related investigation would not be recoverable.
11
Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Company of the related costs incurred. Management believes that the
Company may be able to benefit from the use of “leverage” in the acquisition of
a business opportunity. Leveraging a transaction involves the acquisition of a
business through incurring significant indebtedness for a large percentage of
the purchase price for that business.
Through a
leveraged transaction, the Company would be required to use less of its
available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business opportunities or to other activities. The borrowing involved
in a leveraged transaction will ordinarily be secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate sufficient revenues to make payments on the debt incurred by
the Company to acquire that business opportunity, the lender would be able to
exercise the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the Company must commit to
acquiring a business opportunity, may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any acquisition by the Company. No assurance can be given as to
the terms or the availability of financing for any acquisition by the Company.
During periods when interest rates are relatively high, the benefits of
leveraging are not as great as during periods of lower interest rates because
the investment in the business opportunity held on a leveraged basis will only
be profitable if it generates sufficient revenues to cover the related debt and
other costs of the financing. Lenders from which the Company may obtain funds
for purposes of a leveraged buy-out may impose restrictions on the future
borrowing, distribution, and operating policies of the Company. It is not
possible at this time to predict the restrictions, if any, which lenders may
impose or the impact thereof on the Company.
Results
of Operations For the nine months ended September 30, 2009 compared to the nine
months ended September 30, 2008
The
following discussion should be read in conjunction with the condensed financial
statements and in conjunction with the Company's Form 10-K filed on March 30,
2009, as amended. Results for interim periods may not be indicative of results
for the full year.
Revenues
The
Company did not generate any revenues for the three (3) months ended September
30, 2009 and 2008. We are not expecting to generate any revenues in the
future.
During
the nine (9) months ended September 30, 2009 and 2008, total operating expenses
were $19,940 and $76,526, respectively, which were primarily the result of
professional fees associated with fulfilling the Company’s SEC reporting
requirements and consulting fees.
Net
loss
During
the nine (9) months ended September 30, 2009 and 2008, the net loss was 22,805
and $78,926, respectively.
Liquidity
and Capital Resources
As of
September 30, 2009, the Company had cash in the amount of $594.
12
The
Company is a development stage company and has not commenced planned principal
operations. The Company had no revenues and incurred a net loss of
$22,805 for the nine months ended September 30, 2009 and a net loss of $118,409
for the period February 22, 2007 (inception) to September 30,
2009. In addition, the Company had a working capital deficiency of
$10,245 at September 30, 2009.
The focus
of Mustang’s efforts is to acquire or develop an operating business. Despite no
active operations at this time, management intends to continue in business and
has no intention to liquidate the Company. Mustang has considered various
business alternatives including the possible acquisition of an existing
business, but to date has found possible opportunities unsuitable or excessively
priced. Mustang does not contemplate limiting the scope of its search to any
particular industry. Management has considered the risk of possible
opportunities as well as their potential rewards. Management has invested time
evaluating several proposals for possible acquisition or combination; however,
none of these opportunities were pursued. Mustang presently owns no real
property and at this time has no intention of acquiring any such property.
Mustang’s sole expected expenses are comprised of professional fees primarily
incident to its reporting requirements.
The
accompanying financial statements have been prepared assuming Mustang will
continue as a going concern. Mustang’s recurring losses from operations,
stockholders’ deficiency and working capital deficiency, and lack of revenue
generating operations, raise substantial doubt about the Company’s ability to
continue as a going concern.
Management
believes Mustang will continue to incur losses and negative cash flows from
operating activities for the foreseeable future and will need additional equity
or debt financing to sustain its operations until it can achieve profitability
and positive cash flows, if ever. Management plans to seek additional debt
and/or equity financing for Mustang, but cannot assure that such financing will
be available on acceptable terms.
The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty. There can be no assurance that
management will be successful in implementing its business plan or that the
successful implementation of such business plan will actually improve the
Company’s operating results.
Going
Concern Consideration
The
Company is a development stage company and has not commenced planned principal
operations. The Company had no revenues and incurred a net loss of
$22,805 for the nine months ended September 30, 2009 and a net loss of $118,409
for the period February 22, 2007 (inception) to September 30,
2009. In addition, the Company had a working capital deficiency of
$10,245 at September 30, 2009. These factors raise substantial doubt
about the Company’s ability to continue as a going concern.
There can
be no assurance that sufficient funds will be generated during the next three
months or thereafter from operations or that funds will be available from
external sources such as debt or equity financings or other potential
sources. The lack of additional capital could force the Company to
curtail or cease operations and would, therefore, have a material adverse effect
on its business. Furthermore, there can be no assurance that any such
required funds, if available, will be available on attractive terms or that they
will not have a significant dilutive effect on the Company's existing
stockholders.
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements.
13
Item 3.Quantitative and Qualitative
Disclosures About Market Risk.
A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.
Item
4(T). Controls and Procedures.
Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the United States Securities
and Exchange Commission. Our principal executive officer and principal financial
and accounting officer have reviewed the effectiveness of our “disclosure
controls and procedures” (as defined in the Securities Exchange Act of 1934
Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this
Quarterly Report on Form 10-Q and have concluded that the disclosure controls
and procedures are effective to ensure that material information relating to the
Company is recorded, processed, summarized, and reported in a timely manner.
There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the last day they
were evaluated by our principal executive officer and principal financial and
accounting officer.
Changes
in Internal Controls over Financial Reporting
There
have been no changes in the Company's internal control over financial reporting
during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
PART
II
OTHER
INFORMATION
Item
1. Legal Proceedings.
There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending
legal proceedings.
Item
1A. Risk Factors
A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
Unregistered
Sales of Equity Securities
None.
Purchases
of equity securities by the issuer and affiliated purchasers
None.
Use
of Proceeds
None
14
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security
Holders.
There was
no matter submitted to a vote of security holders during the fiscal quarter
ended September 30, 2009.
Item
5. Other Information.
On
November 9, 2009, the Company entered into Amended and Restated Promissory Note
with First Line Capital LLC (the “Note”), which amends and replaces the previous
Promissory Note dated October 9, 2007 in its entirety. The Note provides that
until the second anniversary of the date of the Note, upon at least two (2)
business days' prior written notice to the holder, the Company may borrow from
the holder, from time to time, any amount in increments of up to $50,000;
provided, however, that the aggregate principal amount outstanding under the
Note shall not exceed $200,000 at any given time. The note bears an
interest rate of 8% per annum, beginning on the date of the Note until the Note
is paid in full. The principal amount of the Note and all accrued and unpaid
interest is due and payable on October 5, 2011.
Item
6. Exhibits
Exhibit
No.
|
Description
|
|
4.2
|
Amended
and Restated Promissory Note, dated November 9, 2009, made by Mustang
Alliances, Inc. in favor of First Line Capital LLC.
|
|
31.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
32.1
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
15
SIGNATURES
In
accordance with to requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MUSTANG ALLIANCES, INC. | |||
Dated:
November 13, 2009
|
By:
|
/s/Joseph Levi | |
Name: Joseph Levi | |||
Title:
President, Chief Executive Officer, Treasurer
and Director
(Principal
Executive, Financial and Accounting Officer)
|
|||
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Dated:
November 13, 2009
|
By:
|
/s/ Joseph Levi | |
Name: Joseph Levi | |||
Title: President,
Chief Executive Officer,Treasurer and Director
(Principal
Executive, Financial and Accounting
Officer)
|
|||
Dated:
November 13, 2009
|
By:
|
/s/ Eliezer Oppenheimer | |
Name: Eliezer Oppenheimer | |||
Titl:e Secretary and Director | |||
16