Attached files
file | filename |
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EX-32.1 - ENTER CORP | v184138_ex32-1.htm |
EX-31.1 - ENTER CORP | v184138_ex31-1.htm |
EX-31.2 - ENTER CORP | v184138_ex31-2.htm |
UNITED
STATES
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 March 31, 2010
OR
o | TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the
transition period from ___________ to _____________
Commission
file number 333-164000
ENTER
CORP.
A
Delaware Corporation
|
I.R.S.
Employer No. 30-0457914
|
9 Hayarden
Street
Moshav
Yashresh
D.N. Emek
Sorek
Israel.
76838
Phone:
011-972-54-996-2967
Facsimile:
011-972-57-955-7292
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 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 o
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 o
|
Accelerated
filer o
|
Non-accelerated
filer o
|
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 o
As of May
6, 2010, 7,040,000 shares of Common Stock, par value $0.0001 per share, were
outstanding.
Table of
Contents
Description
|
Page
|
|||
PART
I - FINANCIAL INFORMATION
|
1
|
|||
Item
1.
|
Financial
Statements
|
1
|
||
Item
2.
|
Management's
Discussion and Analysis or Plan of Operation
|
2
|
||
Item
4T
|
Controls
and Procedures
|
5
|
||
PART
II - OTHER INFORMATION
|
||||
Item
1.
|
Legal
Proceedings
|
5
|
||
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
5
|
||
Item
3.
|
Defaults
Upon Senior Securities
|
5
|
||
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
5
|
||
Item
5.
|
Other
Information
|
6
|
||
Item
6.
|
Exhibits
|
6
|
||
Signatures
|
7
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|||
Exhibit
Index
|
1
INDEX
TO FINANCIAL STATEMENTS
MARCH
31, 2010
Financial
Statements-
|
||||
Balance
Sheets as of March 31, 2010 and December 31, 2009
|
F-2 | |||
Statements
of Operations for the Three Months Ended March 31, 2010 and
2009
|
||||
and
Cumulative from Inception
|
F-3 | |||
Statement
of Stockholders’ Equity for the Period from Inception
|
||||
Through
March 31, 2010
|
F-4 | |||
Statements
of Cash Flows for the Three Months Ended March 31, 2010 and
2009
|
||||
and
Cumulative from Inception
|
F-5 | |||
Notes
to Financial Statements
|
F-6 |
F-1
ENTER
CORP.
(A
DEVELOPMENT STAGE COMPANY)
AS
OF MARCH 31, 2010 AND DECEMBER 31, 2009
As
of
March
31,
2010
|
As
of
December
31,
2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 4,353 | $ | 7,075 | ||||
Total
current assets
|
4,353 | 7,075 | ||||||
Total
Assets
|
$ | 4,353 | $ | 7,075 | ||||
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 10,999 | $ | 7,915 | ||||
Due
to shareholders
|
284 | 284 | ||||||
Total
current liabilities
|
11,283 | 8,199 | ||||||
Total
liabilities
|
11,283 | 8,199 | ||||||
Commitments
and Contingencies
|
- | - | ||||||
Stockholders'
Equity (Deficit):
|
||||||||
Common
stock, par value $0.0001 per share, 100,000,000 shares authorized;
7,040,000 shares issued and outstanding
|
704 | 704 | ||||||
Additional
paid-in capital
|
148,296 | 148,296 | ||||||
(Deficit)
accumulated during development stage
|
(155,930 | ) | (150,124 | ) | ||||
Total
stockholders' equity (deficit)
|
(6,930 | ) | (1,124 | ) | ||||
Total Liabilities and
Stockholders' Equity
|
$ | 4,353 | $ | 7,075 |
The
accompanying notes to financial statements are
an
integral part of these statements.
F-2
ENTER
CORP.
(A
DEVELOPMENT STAGE COMPANY)
FOR
THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009, AND
CUMULATIVE
FROM INCEPTION (NOVEMBER 21, 2007)
THROUGH
MARCH 31, 2010
(Unaudited)
Three
Months Ended
March
31, 2010
|
Three
Months Ended
March
31, 2009
|
Cumulative
From
Inception
|
||||||||||
Revenues
|
$ | - | $ | - | $ | - | ||||||
Expenses:
|
||||||||||||
General
and administrative-
|
||||||||||||
Professional
fees
|
3,070 | - | 52,194 | |||||||||
Consulting
fees
|
- | - | 67,627 | |||||||||
Officers'
Compensation paid by issued shares
|
- | - | 8,000 | |||||||||
Travel
expenses
|
- | - | 19,791 | |||||||||
Filing
Fees
|
2,655 | - | 4,519 | |||||||||
Organization
Costs
|
- | - | 765 | |||||||||
Other
|
81 | - | 3,034 | |||||||||
Total
general and administrative expenses
|
5,806 | - | 155,930 | |||||||||
- | ||||||||||||
(Loss)
from Operations
|
(5,806 | ) | - | (155,930 | ) | |||||||
Other
Income (Expense)
|
- | - | - | |||||||||
Provision
for income taxes
|
- | - | - | |||||||||
Net
(Loss)
|
$ | (5,806 | ) | $ | - | $ | (155,930 | ) | ||||
(Loss)
Per Common Share:
|
||||||||||||
(Loss)
per common share - Basic and Diluted
|
$ | (0.00 | ) | $ | - | |||||||
Weighted
Average Number of Common Shares Outstanding - Basic and
Diluted
|
7,040,000 | 7,040,000 |
The
accompanying notes to financial statements are
an
integral part of these statements.
F-3
ENTER
CORP.
(A
DEVELOPMENT STAGE COMPANY)
FOR
THE PERIOD FROM INCEPTION (NOVEMBER 21, 2007)
THROUGH
MARCH 31, 2010
(Unaudited)
Common
stock
|
Additional
Paid-in
|
(Deficit)
Accumulated During the Development
|
||||||||||||||||||
Description
|
Shares
|
Amount
|
Capital
|
Stage
|
Totals
|
|||||||||||||||
Balance
- at inception
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common
stock issued for cash
|
5,000,000 | 500 | 99,500 | - | 100,000 | |||||||||||||||
Common
stock issued for cash
|
1,640,000 | 164 | 40,836 | - | 41,000 | |||||||||||||||
Common
stock issued for services
|
400,000 | 40 | 7,960 | - | 8,000 | |||||||||||||||
Net
(loss) for the period
|
- | - | - | (130,830 | ) | (130,830 | ) | |||||||||||||
Balance
- December 31, 2008
|
7,040,000 | $ | 704 | $ | 148,296 | $ | (130,830 | ) | $ | 18,170 | ||||||||||
Net
(loss) for the period
|
- | - | - | (19,294 | ) | (19,294 | ) | |||||||||||||
Balance
-December 31, 2009
|
7,040,000 | $ | 704 | $ | 148,296 | $ | (150,124 | ) | $ | (1,124 | ) | |||||||||
Net
(loss) for the period
|
(5,806 | ) | (5,806 | ) | ||||||||||||||||
Balance
-March 31, 2010
|
7,040,000 | $ | 704 | $ | 148,296 | $ | (155,930 | ) | $ | (6,930 | ) |
The
accompanying notes to financial statements are
an
integral part of these statements.
F-4
ENTER
CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
FOR
THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009, AND
CUMULATIVE
FROM INCEPTION (NOVEMBER 21, 2007)
(Unaudited)
Three
Months Ended
March
31, 2010
|
Three
Months Ended
March
31, 2009
|
Cumulative
From Inception
|
||||||||||
Operating
Activities:
|
||||||||||||
Net
(loss)
|
$ | (5,806 | ) | $ | - | $ | (155,930 | ) | ||||
Adjustments
to reconcile net (loss) to net cash provided by operating
activities:
|
||||||||||||
Common
stock issued for officer's compensation
|
- | - | 8,000 | |||||||||
Changes
in net assets and liabilities-
|
||||||||||||
Accounts
payable and accrued liabilities
|
3,084 | - | 10,999 | |||||||||
Net
Cash Used in Operating Activities
|
(2,722 | ) | - | (136,931 | ) | |||||||
Investing
Activities:
|
||||||||||||
Cash
provided by investing activities
|
- | - | - | |||||||||
Net
Cash Provided by Investing Activities
|
- | - | - | |||||||||
Financing
Activities:
|
||||||||||||
Proceeds
from stock issued
|
- | - | 141,000 | |||||||||
Proceeds
from shareholder loans
|
- | - | 284 | |||||||||
Net
Cash Provided by Financing Activities
|
- | - | 141,284 | |||||||||
Net
(Decrease) Increase in Cash
|
(2,722 | ) | - | 4,353 | ||||||||
Cash
- Beginning of Period
|
7,075 | 18,170 | - | |||||||||
Cash
- End of Period
|
$ | 4,353 | $ | 18,170 | $ | 4,353 | ||||||
Supplemental
Disclosure of Cash Flow Information:
|
||||||||||||
Cash
paid during the period for:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Income
taxes
|
$ | - | $ | - | $ | - |
The
accompanying notes to financial statements are
an
integral part of these statements.
F-5
ENTER
CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2010
Basis
of Presentation and Organization
Enter
Corp. (the “Company”) is in the development stage, and has limited operations.
The Company was incorporated under the laws of the State of Delaware on November
21, 2007 and began activity in 2008. The proposed business plan of the Company
is to use innovative agricultural technology and know-how to grow vegetables and
other crops, initially in the former Soviet Republic of Georgia, and later in
other selected locations. The accompanying financial statements of the Company
were prepared from the accounts of the Company under the accrual basis of
accounting.
Unaudited
Interim Financial Statements
The
interim financial statements of the Company as of March 31, 2010, and for the
periods then ended, and cumulative from inception, are unaudited. However, in
the opinion of management, the interim financial statements include all
adjustments, consisting of only normal recurring adjustments, necessary to
present fairly the Company’s financial position as of March 31, 2010, and the
results of its operations and its cash flows for the periods ended March 31,
2010, and cumulative from inception. These results are not necessarily
indicative of the results expected for the calendar year ending December 31,
2010. The accompanying financial statements and notes thereto do not reflect all
disclosures required under accounting principles generally accepted in the
United States. Refer to the Company’s audited financial statements as of
December 31, 2009, filed with the SEC, for additional information, including
significant accounting policies.
Cash and Cash
Equivalents
For
purposes of reporting within the statement of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity of
three months or less to be cash and cash equivalents.
Revenue
Recognition
The Company is in the development stage
and has yet to realize revenues from operations. Once the Company has commenced
operations, it will recognize revenues when delivery of goods or completion of
services has occurred provided there is persuasive evidence of an agreement,
acceptance has been approved by its customers, the fee is fixed or determinable
based on the completion of stated terms and conditions, and collection of any
related receivable is probable.
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Fully diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. There were no dilutive financial instruments issued or outstanding for
the period ended March 31, 2010.
F-6
Income
Taxes
The
Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets
and liabilities are determined based on temporary differences between the bases
of certain assets and liabilities for income tax and financial reporting
purposes. The deferred tax assets and liabilities are classified according to
the financial statement classification of the assets and liabilities generating
the differences.
The
Company maintains a valuation allowance with respect to deferred tax assets. The
Company establishes a valuation allowance based upon the potential likelihood of
realizing the deferred tax asset and taking into consideration the Company’s
financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carryforward period under the Federal tax
laws.
Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year of
the change in estimate.
Fair
Value of Financial Instruments
The
Company estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is required in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts the Company could realize in a current market
exchange. As of March 31, 2010 and December 31, 2009, the carrying
value of accounts payable-trade and accrued liabilities approximated fair value
due to the short-term nature and maturity of these instruments.
Deferred
Offering Costs
The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the completion of
the offering, the costs are charged against the capital raised. Should the
offering be terminated, deferred offering costs are charged to operations during
the period in which the offering is terminated.
Concentration
of Risk
As of
March 31, 2010, the Company maintained its cash account at one
commercial bank. The balance in the account was subject to FDIC
coverage.
Common
Stock Registration Expenses
The
Company considers incremental costs and expenses related to the registration of
equity securities with the SEC, whether by contractual arrangement as of a
certain date or by demand, to be unrelated to original issuance transactions. As
such, subsequent registration costs and expenses are reflected in the
accompanying financial statements as general and administrative expenses, and
are expensed as incurred.
Lease
Obligations
All
noncancellable leases with an initial term greater than one year are categorized
as either capital leases or operating leases. Assets recorded under capital
leases are amortized according to the methods employed for property and
equipment or over the term of the related lease, if shorter.
Estimates
The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of March 31, 2010 , and expenses for the three months ended March
31, 2010, and cumulative from inception. Actual results could differ from those
estimates made by management.
F-7
Fiscal
Year End
The
Company has adopted a fiscal year end of December 31.
2.
Development Stage
Activities and Going Concern
The
Company is currently in the development stage, and has not commenced operations.
The business plan of the Company is to use innovative agricultural technology
and know-how to grow vegetables and other crops, initially in the former Soviet
Republic of Georgia, and later in other selected locations.
During
the period ended December 31, 2008, the Company offered a capital formation
activity through a PPO, exempt from registration under the Securities Act of
1933, to raise up to $41,000 through the issuance of 1,640,000 shares of its
common stock, par value $0.0001 per share, at an offering price of $0.025 per
share. As of August 4, 2008, the Company raised $41,000 in proceeds with
the issuance of 1,640,000 shares of its common stock.
The Company also commenced an activity
to submit a Registration Statement on Form S-1 to the Securities and Exchange
Commission (“SEC”) to register 1,640,000 of its outstanding shares of common
stock on behalf of selling stockholders. The Company will not receive any of the
proceeds of this registration activity once the shares of common stock are
sold.
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which contemplate
continuation of the Company as a going concern. The Company has not established
any source of revenues to cover its operating costs, and as such, has incurred
an operating loss since inception. Further, as of March 31, 2010 the cash
resources of the Company were insufficient to meet its current business plan.
These and other factors raise substantial doubt about the Company’s ability to
continue as a going concern. The accompanying financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the Company to
continue as a going concern.
3.
Common
Stock
On
January 31, 2008, pursuant to the terms of a subscription agreement, the Company
sold 5,000,000 shares of common stock to the president and director of the
Company, for cash payment of $100,000.
On
February 4, 2008, the Company issued 400,000 shares of common stock, valued at
$8,000 to an officer of the Company for services rendered. The shares were
valued at $0.02 per share based on comparable sales of the Companies shares
close to the date these shares were issued.
On
February 26, 2008, the Company began a capital formation activity through a PPO,
exempt from registration under the Securities Act of 1933, to raise up to
$41,000 through the issuance of 1,640,000 shares of its common stock, par value
$0.0001 per share, at an offering price of $0.025 per share. As of August
4, 2008, the Company had received $41,000 in proceeds from the PPO
The
Company also commenced an activity to submit a Registration Statement on Form
S-1 to the Securities and Exchange Commission (“SEC”) to register 1,640,000 of
its outstanding shares of common stock on behalf of selling stockholders. The
Company will not receive any of the proceeds of this registration activity once
the shares of common stock are sold.
F-8
4.
Income
Taxes
The
provision (benefit) for income taxes for the three months ended March 31, 2010
and 2009, was as follows (assuming a 23% effective tax rate):
2010
|
2009
|
|||||||
Current
Tax Provision:
|
||||||||
Federal-
|
||||||||
Taxable
income
|
$ | - | $ | - | ||||
Total
current tax provision
|
$ | - | $ | - | ||||
Deferred
Tax Provision:
|
||||||||
Federal-
|
||||||||
Loss
carryforwards
|
$ | 1,335 | $ | - | ||||
Change
in valuation allowance
|
(1,335 | ) | - | |||||
Total
deferred tax provision
|
$ | - | $ | - |
The
Company had deferred income tax assets as of March 31, 2010 and December 31,
2009, as follows:
2010
|
2009
|
|||||||
Loss
carryforwards
|
$ | 35,864 | $ | 34,529 | ||||
Less
- Valuation allowance
|
(35,864 | ) | (34,529 | ) | ||||
Total
net deferred tax assets
|
$ | - | $ | - |
The
Company provided a valuation allowance equal to the deferred income tax assets
for the three months ended March 31, 2010 and the year ended December 31, 2009
because it is not presently known whether future taxable income will be
sufficient to utilize the loss carryforwards.
As of
March 31, 2010, the Company had approximately $ 155,929 in tax loss
carryforwards that can be utilized in future periods to reduce taxable income,
and expire by the year 2030.
5. Related
Party Loans and Transactions
As of
March 31, 2010, the Company owed $284 to Directors, officers, and principal
stockholders of the Company for working capital loans. These loans are without
interest and are due on demand.
On
January 31, 2008, pursuant to the terms of a subscription agreement, the Company
sold 5,000,000 shares of common stock to the Company's president and director,
for cash payment of $100,000.
On
February 4, 2008, the Company issued 400,000 shares of common stock, valued at
$8,000 to an officer of the Company for services rendered.
6.
Recent Accounting
Pronouncements
In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), codified
in FASB ASC 820-10-65, which provides additional guidance for estimating fair
value in accordance with ASC 820-10 when the volume and level of activity for an
asset or liability have significantly decreased. ASC 820-10-65 also includes
guidance on identifying circumstances that indicate a transaction is not
orderly. The adoption of ASC 820-10-65 did not have an impact on the Company's
results of operations or financial condition.
F-9
In May
2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165") codified in
FASB ASC 855-10-05, which provides guidance to establish general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. FASB
ASC 855-10-05 also requires entities to disclose the date through which
subsequent events were evaluated as well as the rationale for why that date was
selected. FASB ASC 855-10-05 is effective for interim and annual periods ending
after June 15, 2009. FASB ASC 855-10-05 requires that public entities evaluate
subsequent events through the date that the financial statements are
issued.
In June
2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets - an amendment of FASB Statement No. 140" ("SFAS 166"), codified as FASB
ASC 860, which requires entities to provide more information regarding sales of
securitized financial assets and similar transactions, particularly if the
entity has continuing exposure to the risks related to transferred financial
assets. FASB ASC 860 eliminates the concept of a "qualifying special-purpose
entity," changes the requirements for derecognizing financial assets and
requires additional disclosures. FASB ASC 860 is effective for fiscal years
beginning after November 15, 2009. The adoption of FASB ASC 860 did not have an
impact on the Company's financial condition, results of operations or cash
flows.
In June
2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No.
46(R)" ("SFAS 167"), codified as FASB ASC 810-10, which modifies how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. FASB ASC
810-10 clarifies that the determination of whether a company is required to
consolidate an entity is based on, among other things, an entity's purpose and
design and a company's ability to direct the activities of the entity that most
significantly impact the entity's economic performance. FASB ASC 810-10 requires
an ongoing reassessment of whether a company is the primary beneficiary of a
variable interest entity. FASB ASC 810-10 also requires additional disclosures
about a company's involvement in variable interest entities and any significant
changes in risk exposure due to that involvement. FASB ASC 810-10 is effective
for fiscal years beginning after November 15, 2009. The adoption of FASB ASC
810-10 did not have an impact on the Company's financial condition, results of
operations or cash flows.
In June
2009, the FASB issued FASB ASC 105, Generally Accepted Accounting Principles,
which establishes the FASB Accounting Standards Codification as the sole source
of authoritative generally accepted accounting principles. Pursuant to the
provisions of FASB ASC 105, we have updated references to GAAP in our financial
statements. The adoption of FASB ASC 105 did not impact the Company's financial
position or results of operations.
F-10
Item
2. Management's Discussion and Analysis or Plan of Operations
As used
in this Form 10-Q, references to the “Company,” “Enter,” “we,” “our” or “us”
refer to Enter Corp. unless the context otherwise indicates.
This
Management’s Discussion and Analysis or Plan of Operations should be read in
conjunction with the financial statements and the notes thereto included
elsewhere in this report and with the Management's Discussion and Analysis or
Plan of Operations and the financial statements for the year ended December 31,
2009 and the notes thereto included in our Registration Statement on Form S-1,
which became effective on April 21, 2010.
Forward-Looking
Statements
This
Management’s Discussion and Analysis or Plan of Operations contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements are based on current expectations,
estimates, forecasts and projections about us, our future performance, the
industry in which we operate our beliefs and our management’s assumptions. In
addition, other written or oral statements that constitute forward-looking
statements may be made by us or on our behalf. Words such as “expects,”
“anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” variations of such words and similar expressions are
intended to identify such forward-looking statements. These statements are not
guarantees of future performance and involve certain risks, uncertainties and
assumptions that are difficult to assess. Therefore, actual outcomes and results
may differ materially from what is expressed or forecasted in such
forward-looking statements.
For a
description of such risks and uncertainties refer to our Registration Statement
on Form S-1 (Registration No. 333-164000) filed with the Securities and Exchange
Commission, which became effective on April 21, 2010. Except as required under
the federal securities laws and the rules and regulations of the Securities and
Exchange Commission, we do not have any intention or obligation to update
publicly any forward-looking statements or risk factors included herein, whether
as a result of new information, future events, changes in assumptions or
otherwise.
Plan
of Operation
Results
of Operations
For the
period ended March 31, 2010, we had no revenues, similar to the period ended
March 31, 2009 in which we also had no revenues. Expenses increased
from $0 in the period ended March 31, 2009 to $5,806 in the period ended March
31, 2010. This increase was a result of the expenses of filing our Registration
Statement on Form S-1.
For the
period ended March 31, 2010, we incurred a net loss of $5,806, as compared to a
net loss of $0 in the period ended March 31, 2009. The increase in
losses resulted from the expenses of filing our Registration Statement. Our
cumulative net loss during the period from November 21, 2007 (inception) through
March 31, 2010 was $155,930.
Liquidity
and Capital Resources
As the
growing season begins in March, we missed the 2010 growing season; we anticipate
planting our Pilot Project in March 2011. Hence, 2010 will be devoted to
planning, to locating a joint venture partner, a suitable plot of land, an
agronomist, and a farm manager and to raising the necessary funding
to implement our Pilot Project. We estimate that we will require
approximately $67,200 for the next 12 months
of operations. We do not have sufficient resources to
effectuate our current business plan. As of May 13, 2010, we had $2,109
available in cash. Assuming that we lease land rather than buying it, expect to
incur a minimum of $67,200 in expenses during the next 12 months of operations,
including the following expenses:
Legal
and Accounting Fees
|
$ | 30,000 | ||
Advertising
|
$ | 2,000 | ||
Consulting
Fees
|
$ | 10,000 | ||
Soil
Analysis
|
$ | 2,000 | ||
Travel
Expenses
|
$ | 20,000 | ||
1/3
Land Lease
|
$ | 1,200 | ||
Land
Preparations
|
$ | 2,000 | ||
Total
|
$ | 67,200 |
2
Additionally,
$10,000 will be needed for general working capital.
Accordingly,
we will have to raise the funds to pay for these expenses. We hope to obtain
funding by locating an appropriate joint venture partner. If we are unable to
locate a joint venture partner, we may have to borrow money from our officers,
issue debt or equity securities or obtain government funding. There
can be no
assurance that additional capital will be available to us. We currently have no
agreements, arrangements or understandings with any person to obtain funds
through bank loans, lines of credit or any other sources. Unless we are able to
make arrangements to raise additional funds, our inability to raise funds will
have a severe negative impact on our ability to remain a viable
company.
Plan of
Operation
We intend
to locate a local, joint venture partner to co-invest with us in our pilot
project on a 30-hectare plot of land. If we do not locate a joint local, joint
venture partner but do raise funds, we will execute the Pilot Project on our
own. Our President, Mr. Ayalon, has the experience of setting up farming
operations
in
foreign countries and is capable of hiring local staff and managing them for our
farming operations.
Since the
growing season starts in March in most regions of Georgia, we have missed the
2010 growing season. Hence, 2010 will be dedicated to building our
infrastructure and locating the financing we require for our Pilot
Project.
We intend
advertise in local newspapers in Georgia in order to attract a possible local,
joint venture partner. If we do not locate a local, joint venture
partner, we intend to advertise in the local newspapers for a qualified farm
manager and agronomist for our operations. As soon as funding is available, Mr.
Ayalon will
travel to
Georgia to meet with potential joint venture partners, and if necessary, to
interview potential applicants for the agronomist and farm manager positions.
Mr. Ayalon will also scout several plots of land for leasing for our Pilot
Project. If we do not raise funding privately, we may re-approach the Small
Enterprise Assistance Funds (SEAF) and approach the Overseas Private Investment
Corporation (OPIC) and the IFC.
We intend
to begin our Pilot Project operation in March 2011. As such we will
finalize the plot of land for our Pilot Project and, assuming that we lease land
rather than buying it, we anticipate that we will make a 1/3 payment on the land
lease costs within the next 12 months. Towards the end of the first
quarter of
2011, we
will begin soil preparation and will have located a local office for our
operations in Georgia.
In March
2011 we hope we will begin our Pilot Project on the 30 Hectare plot we intend to
lease or purchase.
The Pilot
Project will have production cost of $236,860 and operational costs of $104,200
as illustrated below.
Production
Costs 2011
#
of Hectares
|
Crop
|
Cost
Per Hectare
|
Total
Costs
|
||||||||
14
|
Potato
|
$ | 7,995 | $ | 111,930 | ||||||
14
|
Onion
|
$ | 6,715 | $ | 94,010 | ||||||
2
|
Garlic
|
$ | 15,460 | $ | 30,920 | ||||||
Total
|
$ | 236,860 |
Operational
Costs 2011-2012
Farm
Manager
|
$ | 9,600 | ||
Agronomist
|
$ | 6,600 | ||
4X4
Vehicle
|
$ | 12,000 | ||
Land
Lease
|
$ | 3,600 | ||
Drivers
|
$ | 10,000 | ||
Labor
|
$ | 39,200 | ||
Guard
|
$ | 7,200 | ||
Contingent
Delivery Vehicle Cost
|
$ | 6,000 | ||
Miscellaneous
|
$ | 10,000 | ||
Total
Farm Costs
|
$ | 104,200 |
3
We intend
to begin our Pilot Project in March 2011 and to bring our vegetables to market
between October 2011- January 2012 when the local market relies on imported
produce and when the price of the vegetables are at their highest.
We
must take advantage of new demand
Local
Georgian growers do not supply the local market with enough produce on a
year-round basis. Therefore, large quantities of produce are imported from
Turkey at different times of the year. We believe that Georgians would prefer to
purchase local produce instead of imported produce if the local produce’s price
is not more than the imported produce. Since we plan to bring our crops to
market at the beginning and at the end of the growing season, we believe that we
will be competing mostly with Turkish imports and not with locally produced
Georgian produce. This should enable us to charge higher prices than would
otherwise be the case.
Georgia
is located on the shores of the Black Sea. If we ever wish to expand and sell
produce to non-Georgian markets, we will have access to shipping routes from
Georgia that will allow us to transport our produce in a cost effective manner,
which will keep our market prices competitive.
Additional
Equity Raises
On
January 31, 2008, Mr. Itzhak Ayalon, our President, Chief Executive Officer,
Treasurer and Director purchased 5,000,000 shares of our common stock for
$100,000 in a transaction that was exempt from the registration requirements of
the Securities Act pursuant to Regulation S. We have used those monies to
pay
for
start-up costs and for some of the expenses of our Registration
Statement.
On August
4, 2008, we raised $41,000 by selling 1,640,000 shares of our common stock to 41
investors in a series of transactions that were exempt from registration
pursuant to the exemption from the registration requirements of the Securities
Act provided by Regulation S. We have used those monies to pay for
start-up
costs and for some of the expenses of this Offering.
Despite
this, we still do not have sufficient resources to effectuate our business. As
of May 13, 2010 we had approximately $2,109 in cash. As noted above, we expect
to incur a minimum of $67,200 in expenses during the next twelve months of
operations.
4
Going
Concern Consideration
Our
registered independent auditors included an explanatory paragraph in their
report on the accompanying financial statements regarding concerns about
our ability to continue as a going concern. Our financial statements contain
additional note disclosures describing the circumstances that lead to this
disclosure by our registered independent auditors.
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements.
Evaluation
of Disclosure 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 officer have reviewed the effectiveness of our “disclosure
controls and procedures” (as defined in the Securities Exchange Act of 1934
Rules 13a-14(c) and 15d-14(c)) as of the end of the period covered by this
report and have concluded that the disclosure controls and procedures are not
effective to ensure that material information relating to the Company is
recorded, processed, summarized, and reported in a timely manner.
Changes
in Internal Controls
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.
OTHER
INFORMATION
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
2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item
3. Defaults upon Senior Securities
None.
Item
4. Submission of Mattes to a Vote of Security Holders
There was
no matter submitted to a vote of security holders during the fiscal quarter
ended March 31, 2010.
5
Item
5. Other Information
None.
Item
6. Exhibits
Exhibit
|
||
Number
|
Description
|
|
31.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
31.2
|
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
|
6
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this quarterly report on Form 10-Q to be signed on its behalf by the
undersigned thereunto duly authorized.
ENTER
CORP.
|
|||
Date: May
13, 2010
|
By:
|
/s/ Itzhak
Ayalon
|
|
Name:
Itzhak Ayalon
|
|||
Title:
President, Chief Executive Officer,
Treasurer and Director
(Principal Executive Officer
and Principal Financial and Accounting Officer)
|
|||
Date: May
13, 2010
|
By:
|
/s/
Nahman Morgenstern
|
|
Name:
Nahman Morgenstern
|
|||
Title:
Secretary and Director
|
7