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EX-32 - MCA Holdings CORPa0056143.htm
EX-31 - MCA Holdings CORPa0056142.htm

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2009


[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934


For the transition period from


Commission File No. 000-52162


MCA HOLDINGS CORPORATION
(Exact name of small business issuer as specified in its charter)

Nevada

 

98-0497320

(State or other jurisdiction of incorporation or formation)

 

(I.R.S. employer identification number)


Suite 2806

505 – 6th Street S.W.

Calgary, Alberta

Canada T2P 1X5

(Address of principal executive offices) (Zip Code)


Issuer's telephone number: (403) 237-8330
Issuer's facsimile number: (403) 228-3013


No change
(Former name, former address and former
fiscal year, if changed since last report)


Copies to:
Richard W. Jones
Jones, Haley & Mottern, P.C.
115 Perimeter Center Place, Suite 170
Atlanta, Georgia  30346
(770) 804-0500
www.corplaw.net


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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. Yes [X] No [  ]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X] No [  ]



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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes [  ]       No [  ]


APPLICABLE ONLY TO CORPORATE ISSUERS


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  10,645,000 shares of $.0001 par value common stock outstanding as of November 10, 2009.


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.  (Check one):


Large Accelerated Filer [  ]

Accelerated Filer [  ]


Non-Accelerated Filer [  ]

Smaller reporting company [X]

(Do not check if a smaller reporting company)


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2


MCA HOLDINGS CORPORATION
(a corporation in the development stage)

INTERIM AND UNAUDITED FINANCIAL STATEMENTS INDEX


PART I – FINANCIAL INFORMATION:

Page


Item 1.  
Financial Statements

4


Balance Sheet (Unaudited)

4


Statements of Operations (Unaudited)

5


Statement of Stockholders' Deficit (Unaudited)

6


Statements of Cash (Unaudited)

7


Item 2.  
Management's Discussion and Analysis or Plan of Operation

8


Item 3.  
Quantitative and Qualitative Disclosure about Market Risks

9


Item 4T.
Controls and Procedures

9


PART II – OTHER INFORMATION:


Item 1.  
Legal Proceedings

10


Item 1A.
Risk Factors

10


Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds

10


Item 3.  
Defaults Upon Senior Securities

10


Item 4.  
Submission of Matters to a Vote of Security Holders

10


Item 5.  
Other Information

10


Item 6.  
Exhibits

10


Signatures

11



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PART I — FINANCIAL INFORMATION


Item 1. Unaudited Financial Statements


MCA Holdings, Inc.

(A Development Stage Company)

Balance Sheet--Unaudited

As of September 30, 2009

 

 

 

 

As of

 

December 31,

 

September 30,

2009

December 31,

2008

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

Cash

$                964 

$                545 

Accounts Receivable

TOTAL CURRENT ASSETS

 

964 

545 

FIXED ASSETS:

 

 

Furniture, Fixtures, and Equipment

20,098 

20,098 

Accumulated Depreciation

(10,719)

(7,704)

TOTAL FIXED ASSETS

9,379 

12,394 

 

 

 

TOTAL ASSETS

$           10,343 

$           12,939 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

CURRENT LIABILITIES:

 

 

Accounts Payable

$           36,119 

$           26,960 

Due to Related Party

31,884 

21,888 

TOTAL CURRENT LIABILITIES

68,003 

48,848 

 

 

 

TOTAL LIABILITIES  

68,003 

48,848 

 

 

 

Preferred stock ($0.0001 par value; 10,000,000 shares authorized:

 

 

no shares issued and outstanding at September 30, 2008)

Common stock ($0.0001 par value; 100,000,000 shares authorized:

 

 

10,645,000 shares issued and outstanding at September 30, 2008)

1,065 

1,065 

Paid in Capital

407,835 

407,835 

Retained Deficit

(466,560)

(444,809)

TOTAL STOCKHOLDERS' DEFICIT

(56,360)

(35,909)

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$           10,343 

$           12,939 



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MCA Holdings, Inc.

(A Development Stage Company)

Statement of Operations--Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

 

Totals Since

 

For the three months ended

 

For the nine months ended

 

Inception

 

30-Sep-09

30-Sep-08

 

30-Sep-09

30-Sep-08

 

April 19, 2006

REVENUES:

 

 

 

 

 

 

 

Income

$                - 

$                - 

 

$                - 

$                - 

 

$                - 

Total Revenue

 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

Consulting Fees

 

3,300 

 

247,183 

Legal and Professional Fees

1,764 

3,824 

 

9,229 

16,073 

 

111,180 

Rent

5,104 

 

4,131 

15,889 

 

59,765 

Depreciation

1,005 

1,005 

 

3,015 

3,015 

 

10,719 

Selling, General, and Administrative

1,991 

1,968 

 

5,376 

6,232 

 

37,713 

Total Expenses

4,760 

11,901 

 

21,751 

44,509 

 

466,560 

 

 

 

 

 

 

 

 

Loss from operations

$       (4,760)

$      (11,901)

 

$      (21,751)

$      (44,509)

 

$      (466,560)

 

 

 

 

 

 

 

 

Basic and fully diluted net loss per

common share:

$         (0.00)

$          (0.00)

 

$          (0.00)

$          (0.00)

 

$          (0.04)

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

10,645,000 

10,645,000 

 

10,645,000 

10,645,000 

 

10,645,000 



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MCA Holdings, Inc.

(A Development Stage Company)

Statement of Stockholders' Deficit--Unaudited

For the Nine Months Ended September 30, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

Common Stock

Preferred Stock

 

 Paid-in

 

Deficit

 

Shares

Amount

Shares

Amount

 

Capital

 

Accumulated

Balances, December 31, 2007 

10,645,000

$   1,065 

$         - 

 

$ 407,835 

 

$  (391,818)

 

 

 

 

 

 

 

 

 

Net loss for the year 

 

 

(52,991)

 

 

 

 

 

 

 

 

 

Issuance of common shares 

 

 

 

 

 

 

 

 

 

 

 

Balances, December 31, 2008 

10,645,000

$   1,065 

$         - 

 

$ 407,835 

 

$  (444,809)

 

 

 

 

 

 

 

 

 

Net loss for the period 

 

 

(21,751)

 

 

 

 

 

 

 

 

 

Balances, September 30, 3009 

10,645,000

$   1,065 

$         - 

 

$ 407,835 

 

$  (466,560)



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MCA Holdings, Inc.

(A Development Stage Company)

Statement of Cash Flows--Unaudited

 

 

 

 

 

 

 

 

 

 

 

Cumulative

 

 

 

Totals Since

 

For the Nine Months Ended

Inception

 

30-Sep-09

30-Sep-08

April 19, 2006

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

Net loss

$       (21,751)

$       (44,509)

$     (466,560)

Adjustments to reconcile net (loss) to net cash used in operations:

 

 

 

Depreciation Expense

3,015 

3,014 

10,719 

Changes in Assets and Liabilities:

 

 

 

(Increase)/decrease in Accounts Receivable

23,263 

(Increase)/decrease in Prepaid Expenses

2,650 

Increase/(decrease) in Accounts Payable

9,159 

(2,857)

36,119 

Increase/(decrease) in Due to Related Party

9,996 

18,383 

31,884 

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

419 

(56)

(387,838)

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

Purchase of Fixed Assets

(20,098)

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

(20,098)

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

Proceeds from issuance of Common Stock

408,900 

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

408,900 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

419 

(56)

964 

 

 

 

 

BALANCE AT BEGINNING OF PERIOD

545 

620 

 

 

 

 

BALANCE AT END OF PERIOD

$             964 

$             564 

$            964 

















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Item 2.  Management Discussion and Analysis of Financial Conditions and Results of Operations


THE THREE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2008


REVENUES


Our total sales revenue remained at $0 for the three months ended September 30, 2009, when compared to the three months ended September 30, 2008. There are no previous or current sales of merchandise to compare in 2009 or 2008 for a percentage of increase/decrease.


COSTS OF SALES  


Our overall cost of sales remained at $0 for the three months ended September 30, 2009, when compared to the three months ended September 30, 2008. There are no previous or current costs of sales of merchandise to compare in 2009 or 2008 for a percentage of increase/decrease in a systematic manner.


OPERATION AND ADMINISTRATIVE EXPENSES


During the quarter ended September 30, 2009, our operating expenses totaled $4,760 compared to $11,901 for the same period in the previous year. Professional fees, included accounting fees and legal fees, decreased by $2,060 over the same period in 2008. These are fees we pay to accountants and attorneys throughout the year for performing various tasks.


LIQUIDITY AND CAPITAL RESOURCES


As of September 30, 2009, the Company had assets consisting of cash in the amount of $964 and fixed assets of $9,379.  At September 30, 2009 the Company had total liabilities of $68,003. This amount includes shareholder loans for $31,884. The shareholder loans accrue simple interest at the rate of 10% per annum.


GOING CONCERN QUALIFICATION


In our Auditor's Report for the fiscal year ending December 31, 2008, Traci J. Anderson stated that we have incurred annual losses since inception, and that this raised substantial doubt about our ability to continue as a going concern.


CASH FLOW


Our primary sources of liquidity have been the sale of common stock and shareholder loans.


WE MAY HAVE TO DISCONTINUE OPERATIONS.


If we are unable to achieve or sustain profitability, or if operating losses increase in the future, we may not be able to remain a viable company and may have to discontinue operations. Our expenses have historically exceeded our revenues and we have had losses in all fiscal years of operation, including those in the fiscal year ending 2008, and the losses are projected to continue in 2009. Our net losses for the nine months ending September 30, 2009 and the year ending December 31, 2008 were $21,751 and $52,991, respectively. The company has a cumulative net loss of $466,560 since inception to the period ended September 30, 2009. We have been concentrating on the development of our business plan. There is no assurance that we will be successful in implementing our business plan or that we will be profitable now or in the future.


COMMON STOCK


We are authorized to issue 100,000,000 shares of Common Stock, with a par value of $0.0001. There are 10,645,000 shares of Common Stock issued and outstanding as of the date of this Quarterly Report on Form 10-Q. All shares of common stock have one vote per share on all matters including election of directors, without provision for cumulative voting. The common stock is



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not redeemable and has no conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non- assessable. In the event of liquidation of the company, the holders of common stock will share equally in any balance of the company's assets available for distribution to them after satisfaction of creditors and preferred shareholders, if any. The holders of common stock of the company are entitled to equal dividends and distributions per share with respect to the common stock when, as and if, declared by the board of directors from funds legally available.


PREFERRED STOCK


We are authorized to issue 10,000,000 shares of Preferred Stock, with a par value of $0.0001.  There are 0 shares of preferred stock issued and outstanding as of the date of this Quarterly Report on Form 10-Q.


CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS


Statements contained in this "Management's Discussion and Analysis or Plan of Operation" may contain information that includes or is based upon certain "forward-looking statements" relating to our business. These forward-looking statements represent management’s current judgment and assumptions, and can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are frequently accompanied by the use of such words as "anticipates," "plans," "believes," "expects," "projects," "intends," and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, including, while it is not possible to predict or identify all such risks, uncertainties, and other factors, those relating to:


·

our ability to secure the additional financing adequate to execute our business plan;

·

our ability to identify, negotiate and complete the acquisition of an operating business, consistent with our business plan.


Any one of these or other risks, uncertainties, other factors, or any inaccurate assumptions may cause actual results to be materially different from those described herein or elsewhere by us. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. Certain of these risks, uncertainties, and other factors may be described in greater detail in our filings from time to time with the Securities and Exchange Commission, which we strongly urge you to read and consider. Subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above and elsewhere in our reports filed with the Securities and Exchange Commission. We expressly disclaim any intent or obligation to update any forward-looking statements.


Item 3.  Quantitative and Qualitative Disclosure about Market Risks.


Not Applicable.


Item 4T. Controls and Procedures


(a)

Evaluation of disclosure controls and procedures.

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, the Company's principal executive officer and principal financial officer have evaluated the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation these officers have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective and were adequate to insure that the information required to be disclosed by the Company in reports it files or submits under the Exchange Act were recorded, processed, summarized and reported within the time period specified in the Commission's rules and forms.  It is also important to point out that all internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.  Therefore even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statements preparation and presentation.



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(b)

Changes in internal controls.


There have been no significant changes in our internal controls or other factors that could significantly affect such controls and procedures subsequent to the date we completed our evaluation.  Therefore, no corrective actions were taken.


PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.


To the best knowledge of the Company's officers and directors, the Company is currently not a party to any pending legal proceedings.


Item 1A.  Risk Factors.


There have been no material changes to the risk factors previously disclosed under item 1 of the Company’s Registration Statement on Form 10-SB as initially filed with the United States Securities and Exchange Commission on August 3, 2006.


Item 2.  Unregistered sales of Equity Securities and Use of Proceeds.


None.


Item 3.  Defaults Upon Senior Securities.


None.


Item 4.  Submission of Matters to a Vote of Security Holders.


None.


Item 5.  Other Information.


None.


Item 6.  Exhibits and Reports of Form 8-K.


(a)

Exhibits

*3.1

Certificate of Incorporation, as filed with the Nevada Secretary of State on April 16, 2006.

*3.2

By-Laws.

31.1

Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.

31.2

Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.

32.1

Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.

32.2

Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.


* Filed as an exhibit to the Company's Registration Statement on Form 10-SB, as initially filed with the Securities and Exchange Commission on August 3, 2006, and incorporated herein by this reference.

None.





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SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.


Dated:  November 20, 2009


MCA HOLDINGS CORPORATION


By:   /s/ Wai Leung Cheng

Wai Leung Cheng

     

Principle Executive Officer

Chairman




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