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 December 31, 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 333-154931
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Buyrite Club Corp.
------------------
(Exact name of registrant as specified in its charter)
Florida 26-3290093
------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
7076 Spyglass Avenue, Parkland, Florida 33076
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
5100 West Copans Road Ste 810, Margate, Fl 33063
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
(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: 600,000 shares as of February 12,
2009.
BUYRITE CLUB CORP.
FORM 10-Q
Quarter Ended December 31, 2009
Table of Contents
PAGE
PART I - FINANCIAL INFORMATION ----
Item 1 - Financial Statements ........................................... 3
Condensed Balance Sheets
December 31, 2009 (Unaudited) and September 30, 2009 ................. 3
Condensed Statements of Operations (Unaudited)
For the Three Months ended December 31, 2009.......................... 4
Statement of Stockholders Equity
For the Period August 31, 2008 through December 31, 2009 ............. 5
Condensed Statements of Cash Flows (Unaudited)
For the Three Months Ended December 31, 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 .................. 9
Item 4 - Controls and Procedures ........................................ 11
PART II - OTHER INFORMATION
Item 6 - Exhibits ....................................................... 13
Signatures ................................................................. 14
2
BUYRITE CLUB CORP
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
ASSETS
------
Unaudited Audited
December 31, September 30,
2009 2009
------------ -------------
CURRENT ASSETS:
Cash and equivalents ............................ $ 93 $ 51
-------- --------
Total Current Assets .......................... 93 51
-------- --------
OTHER ASSETS:
Intellectual assets, net ....................... 5,250 6,000
-------- --------
Total Assets .................................. $ 5,343 $ 6,051
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
-------------------------------------------------
CURRENT LIABILITIES:
Accounts payable ................................ $ - $ -
Accrued expenses ................................ 3,092 4,500
Accrued interest payable ........................ 50 50
Loans to related parties ........................ 4,950 1,500
-------- --------
Total Liabilities ............................. 8,092 6,050
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock (par value $.001; 100,000,000 shares
authorized; 600,000 shares issued as of
September 30, 2009; 450,000 shares issued as of
September 30, 2008 ............................ $ 600 $ 600
Additional paid in capital ...................... 38,400 38,400
Deficit accumulated during the development stage (41,749) (38,999)
-------- --------
Total Stockholders' Equity .................... (2,749) 1
-------- --------
Total Liabilities and Stockholders' Equity .... $ 5,343 $ 6,051
======== ========
The accompanying notes are an integral part of these statements.
3
BUYRITE CLUB CORP
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
For the Period August 31, 2008 (inception) through December 31, 2009
(Unaudited)
Cumulative from
August 31, 2008
For the three For the three (Inception)
months ended months ended through
December 31, December 31, December 31,
2009 2008 2009
------------- ------------- ---------------
Net Sales .................... $ - $ - $ -
Cost of Sales ................ - - -
--------- --------- ---------
Gross Profit ................. - - -
Operating Expenses:
Legal and Accounting ....... 1,500 6,813 26,313
Consulting ................. 0 - 7,486
General and Administrative . 500 500 4,150
Amortization ............... 750 750 3,750
--------- --------- ---------
Total Operating Expenses ..... 2,750 8,063 41,699
--------- --------- ---------
Operating Loss ............... (2,750) (8,063) (41,699)
Other income/expenses:
Interest expense ........... 0 - (50)
--------- --------- ---------
Total Other Income/ (Expenses) 0 - (50)
Net (loss) before Income Taxes (2,750) (8,063) (41,749)
--------- --------- ---------
Provision for Income Taxes ... - - -
Net (loss) ................... $ (2,750) $ (8,063) $ (41,749)
========= ========= =========
Basic and diluted net loss per
common share ................ $ (0.005) $ (0.018)
========= =========
Weighted average number of
common shares outstanding ... 600,000 450,000
========= =========
The accompanying notes are an integral part of these statements.
4
BUYRITE CLUB CORP
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Period August 31, 2008 (inception) through December 31, 2009
Accumulated
(Deficit)
Common Stock Additional During Total
--------------------- Paid in Development Stockholders'
Par Value of $0.001 Shares Amount Capital Stage Equity
----------------------------- -------- -------- ---------- ----------- -------------
Balance at August 31, 2008
(date of inception) ........ - $ - $ - $ - $ -
Common Stock issued for
subscription agreement ..... 450,000 450 8,550 - 9,000
Net (loss) for the period
ending September 30, 2008 .. - - - (400) (400)
-------- -------- -------- -------- --------
Balance at September 30, 2008 450,000 450 8,550 (400) 8,600
-------- -------- -------- -------- --------
Common shares issued for
services February 28, 2009 . 94,000 94 18,706 - 18,800
Common shares issued for cash
February 28, 2009 .......... 56,000 56 11,144 - 11,200
Net (loss) for the twelve
month period ending
September 30, 2009 ......... - - - (38,599) (38,599)
-------- -------- -------- -------- --------
Balance at September 30, 2009 600,000 600 38,400 (38,999) 1
-------- -------- -------- -------- --------
Net (loss) for the quarter
ending December 31, 2009 ... - - - (2,750) (2,750)
-------- -------- -------- -------- --------
Balance at December 31, 2009 600,000 $ 600 $ 38,400 $(41,749) $ (2,749)
======== ======== ======== ======== ========
The accompanying notes are an integral part of these statements.
5
BUYRITE CLUB CORP
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
For the Period August 31, 2008 (inception) through December 31, 2009
Cumulative from
August 31, 2008
For the three For the three (Inception)
months ended months ended through
December 31, December 31, December 31,
2009 2008 2009
------------- ------------- ---------------
OPERATING ACTIVITIES:
Net loss ...................................... $ (2,750) $ (8,063) $(41,749)
Adjustments to reconcile net loss to net cash
used in operating activities:
Increase in amortization .................... 750 750 3,750
Issuance of common stock for services ....... - - 18,800
Changes in operating assets and liabilities:
Increase/(Decrease) in accrued expenses ... (1,408) 2,313 3,092
-------- -------- --------
Net cash used in operating activities ... (3,408) (5,000) (16,107)
-------- -------- --------
FINANCING ACTIVITIES:
Issuance of common stock for cash ........... - - 11,200
Increase in accrued interest payable ........ - - 50
Loans payable - related parties ............. 3,450 5,000 4,950
-------- -------- --------
Net cash provided by (used in) financing
activities ............................. 3,450 5,000 16,200
-------- -------- --------
NET INCREASE IN CASH ............................ 42 - 93
-------- -------- --------
CASH BEGINNING BALANCE .......................... 51 - -
CASH ENDING BALANCE ............................. $ 93 $ - $ 93
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Taxes paid .................................... $ - $ - $ -
======== ======== ========
Interest paid ................................. $ - $ - $ -
======== ======== ========
CASH TRANSACTIONS AFFECTING OPERATING, INVESTING
AND FINANCING ACTIVITIES:
Issuance of common stock for subscription
agreement .................................... $ - $ 9,000 $ 9,000
======== ======== ========
The accompanying notes are an integral part of these statements.
6
Buyrite Club Corp.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2009
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the
financial position, results of operations, and cash flows at December 31,
2009, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It
is suggested that these condensed financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's September 30, 2009 audited financial statements. The results of
operations for the period ended December 31, 2009 is not necessarily
indicative of the operating results for the full year.
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.
Recently Issued Accounting Pronouncements
-----------------------------------------
The company has adopted all recently issued accounting pronouncements. The
adoption of the accounting pronouncements, including those not yet
effective, is not anticipated to have a material effect on the financial
position or results of operations of the Company.
Subsequent Events
-----------------
We evaluated subsequent events through the date and time our financial
statements were issued on February 10, 2010.
7
Buyrite Club Corp.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2009
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the
Company to continue as a going concern is dependent on the Company
obtaining adequate capital to fund operating losses until it becomes
profitable. If the Company is unable to obtain adequate capital, it could
be forced to cease operations.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and
significant shareholders sufficient to meet its minimal operating expenses
and seeking equity and/or debt financing. However management cannot provide
any assurances that the Company will be successful in accomplishing any of
its plans.
The ability of the Company to continue as a going concern is dependent upon
its ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain
profitable operations. The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable to
continue as a going concern.
NOTE 4 - LOANS TO RELATED PARTIES
From time to time, we borrow from our sole officer and director. At
December 31, 2009, we borrowed $4,950.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Buyrite Club 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 Buyrite Club Corp.
COMPANY HISTORY
BUYRITE CLUB CORP.("BUYRITE CLUB CORP.") is a development stage company,
incorporated in the State of Florida on August 31, 2008, to acquire, develop and
market a website ("www.buyriteclub.com")and sell memberships to individuals to
join into a membership club whereby savings through merchant purchases can be
earned for over 850 distinct merchants and over 100 gift cards. The members earn
their savings by purchasing products through the independent merchants and gift
cards whereby accumulating those savings through membership points.
The initial advantage to members joining the club are the savings incurred by
each member while they shop on the internet with the over 850 merchants and over
100 gift cards. In other words, as the members earn savings through normal
purchases on the internet with independent merchants and gift cards. The
internet provides the lowest cost marketing arena with the broadest audience for
these type of product sales.
The BuyRite Club component of our business is a loyalty and savings program
designed as a shopping service through which members receive rebates (rewards
points) on purchases of products and services from participating merchants.
These rewards act as a common currency that may be accumulated and used at any
time to make additional purchases from any participating merchant in the
program.
The BuyRite Membership Club program is primarily a web based retail mall
concept. Retail sellers of goods and services join the program as participating
merchants agreeing to pay savings to us for our members who purchase goods and
services through the program. We collect all savings paid by participating
merchants and retain a portion as our fee for operating the membership program.
Another portion of the savings (generally one-half), is designated as earned by
the member who made the purchase. In certain circumstances, we also pay a
portion of the savings as residual passive income to the organization or company
which enrolled the member in the program.
9
Members, merchants and member providers (member providers are companies,
organizations and groups that enroll their employees or members in the BuyRite
program) may view reports on-line indicating the total amount of purchases made
and of savings accumulated. At the present time, when a member elects to redeem
all or any portion of the savings which he or she has accumulated, the member
purchases certificates or gift cards on-line that are redeemable at
participating merchants or load their accumulated savings onto our stored value
MasterCard, Discover Card or participating affiliated cards that can be utilized
at certain online and in-store merchants for redemption.
We acquired a website (www.buyriteclub.com)and intend to market it through
effective use of internet advertising such as Pay-Per-Click. The internet is the
broadest medium in existence, so if you market something on the internet, it
will have the widest reach with the most effective cost basis. Internet sales
are in a rapidly increasing cycle.
We have not generated any revenues to date and our activities have been limited
to developing the Business Plan. We will not have the necessary capital to
develop our Business Plan until we are able to secure financing. There can be no
assurance that such financing will be available on suitable terms. See
"Managements Discussion and Analysis Plan of Operations" and "Liquidity and
Capital Resources." We have no revenues, have achieved losses since inception,
have no operations, have been issued a going concern opinion and rely upon the
sale of our securities to funds operations.
The following description of our business is intended to provide an
understanding of our Company and the direction of our strategy.
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.
We are a development stage company organized to market an internet private
membership club to offer a savings through internet purchases for our members at
over 850 merchants and over 100 gift cards.
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 to December 31, 2009, the company's business operations have
primarily been focused on developing our business plan and market research.
10
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 $2,750 for the three months ended December 31,
2009. These expenses consisted of 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 December 31, 2009 were
$41,749. As we were incorporated on August 31, 2008 and we are a development
stage company, there are no reliable comparative figures to previous years.
LIQUIDITY AND CAPITAL RESOURCES
We are a development stage company and have generated no revenue to date. At
December 31, 2009 our cash in the bank was $93.
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:
- 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
11
- 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 December 31, 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 in connection with the review of our financial statements as
of December 31, 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.
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:
12
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, 2010. 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 333-154931) on the website at www.sec.gov
13
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.
Buyrite Club Corp.
(Registrant)
February 12, 2010 By: /s/ Judith Adelstein
------------------------
Judith Adelstein, President, Director,
Principal Executive Officer and
Principal Financial and Accounting Officer
1