BARRICODE, INC. - FORM 10-Q/A

Attached files

file	filename
EX-32.1 - CERTIFICATION - BARRICODE, INC.	pwco_ex321.htm
EX-31.1 - CERTIFICATION - BARRICODE, INC.	pwco_ex311.htm
EX-31.2 - CERTIFICATION - BARRICODE, INC.	pwco_ex312.htm
EX-32.2 - CERTIFICATION - BARRICODE, INC.	pwco_ex322.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Amendment No. 1)

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

For the quarterly period ended: July 31, 2010

o 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 333-143750

POLAR WIRELESS CORP.

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

Nevada		20-4662814
(State of Incorporation or organization)		(I.R.S. Employer Identification No.)

4440 PGA Blvd Suit

600 Palm Beach Gardens,

FL 33410 USA 1-905-881-8444

(Address of principal executive offices)

(775) 284-3769

(Issuer’s telephone number)

Indicate by check 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. 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.

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 o No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of September 15, 2010, the registrant had 68,000,000 shares of common stock, $0.001 par value, issued and outstanding.

POLAR WIRELESS Corp.

(A Development Stage Company)

CONDENSED FINANCIAL STATEMENTS

July 31, 2010

Unaudited

CONDENSED BALANCE SHEETS			3

CONDENSED STATEMENTS OF OPERATIONS			4

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)			5

CONDENSED STATEMENTS OF CASH FLOWS			6

NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS			7

POLAR WIRELESS Corp.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
Unaudited


	July 31, 2010			April 30, 2010
				(Audited)
ASSETS

CURRENT ASSETS
Cash	$	122		$	158
TOTAL ASSETS	$	122		$	158

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	20,972		$	19,869
Loans from Related Party		39,998			60,350
TOTAL CURRENT LIABILITIES	$	60,970		$	80,219

STOCKHOLDER'S EQUITY ( DEFICIT )
Capital stock
Authorized
10,000,000 Preferred Shares, $0.001 par value, with zero issued and
outstanding
200,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
68,000,000 shares of common stock (189,500,000 on April 30, 2010)	$	68,000		$	189,500
Additional Paid in Capital		(23,723	)		(170,125	)
Deficit accumulated during the development stage		(105,125	)		(99,436	)
TOTAL STOCKHOLDER'S EQUITY/(DEFICIT)	$	(60,848	)	$	(80,061	)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)	$	122		$	158

The accompanying notes are an integral part of these financial statements

POLAR WIRELESS Corp.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
Unaudited

	Three months			Three months			Cumulative results from inception
	ended			ended			(April 3, 2006) to
	July 31, 2010			July 31, 2009			July 31, 2010
REVENUE

Revenues	$	-		$	-		$	-
Total Revenues	$	-		$	-		$	-

EXPENSES

Office and general	$	1,991		$	660		$	26,283
Professional Fees due to a related party		1,500			1,500			23,000
Professional Fees		2,198			1,500			55,842
Loss before income taxes	$	5,689		$	3,660		$	105,125
Provision for Income Taxes		-			-			-

NET LOSS	$	(5,689	)	$	(3,660	)	$	(105,125	)

BASIC AND DILUTED LOSS PER COMMON SHARE	$	-		$	-

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		118,184,783			189,500,000

The accompanying notes are an integral part of these financial statements

POLAR WIRELESS Corp.

(A Development Stage Company)

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

From inception (April 3, 2006) to July 31, 2010

Unaudited

	Common Stock						Additional			Share			Deficit accumulated
	Number						Paid-in						during the stage
	of shares			Amount			Capital			Receivable			development			Total
Balance, Inception April 3, 2006		-		$	-		$	-		$	-		$	-		$	-
Common Stock issued at $0.00005 per
share on April 26, 2006		300,000,000			300,000			(285,000	)		(15,000	)		-			-
Net loss for the year April 30, 2006														(1,279	)		(1,279	)
Balance, April 30, 2006		300,000,000		$	300,000		$	(285,000	)	$	(15,000	)	$	(1,279	)	$	(1,279	)
Proceeds from Subscription Receivable											15,000						15,000
Common Stock issued at $0.00025 per
share (May 1, 2006 & April 30, 2007)		49,500,000			49,500			(37,125	)								12,375
Net loss for the year April 30, 2007														(8,691	)		(8,691	)
Balance, April 30, 2007		349,500,000		$	349,500		$	(322,125	)	$	-		$	(9,970	)	$	17,405
Net loss for the year April 30, 2008														(25,000	)		(25,000	)
Balance, April 30, 2008		349,500,000		$	349,500		$	(322,125	)	$	-		$	(34,970	)	$	(7,595	)
Common Stock redeemed at $0.00005
on March 18, 2009		(160,000,000	)		(160,000	)		152,000									(8,000	)
Net loss for the year April 30, 2009														(37,303	)		(37,303	)
Balance, April 30, 2009		189,500,000		$	189,500		$	(170,125	)	$	-		$	(72,273	)	$	(52,898	)
Net loss for the year April 30, 2010														(27,163	)		(27,163	)
Balance, April 30, 2010		189,500,000		$	189,500		$	(170,125	)	$	-		$	(99,436	)	$	(80,061	)
Common Stock redeemed & cancelled
- June 8, 2010, for $100 per agreement		(121,500,000	)		(121,500	)		121,400									(100	)
Forgiveness of related party debt								25,002									25,002
Net loss for the period to July 30, 2010														(5,689	)		(5,689	)
Balance, July 31, 2010		68,000,000		$	68,000		$	(23,723	)	$	-		$	(105,125	)	$	(60,848	)

The accompanying notes are an integral part of these financial statements

POLAR WIRELESS Corp.
(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOW
Unaudited

	Three months			Three months			April 3, 2006(inception
	ended			ended			date) to
	July 31, 2010			July 31, 2009			July 31, 2010

NET CASH USED IN OPERATING ACTIVITIES
Net loss	$	(5,689	)	$	(3,660	)	$	(105,125	)
Expenses paid directly by related parties		4,650			2,909			65,000
Increase (decrease) in accrued expenses	$	1,003		$	716		$	20,872

	$	(36	)	$	(35	)	$	(19,253	)

FINANCING ACTIVITIES
Redemption of common stock		(100	)					(100	)
Proceeds from sale of common stock		-			-			19,375
Increase in Loans to accrued expenses		100						100

NET CASH FROM FINANCING ACTIVITIES	$	-		$	-		$	19,375

NET INCREASE ( DECREASE) IN CASH	$	(36	)	$	(35	)	$	122

CASH, BEGINNING OF PERIOD	$	158		$	301		$	-

CASH, END OF PERIOD	$	122		$	266		$	122


Supplemental cash flow information:
Cash paid for:
Interest	$	-		$	-		$	-

Income taxes	$	-		$	-		$	-

Non-Cash Activities:
Increase (Decrease) in Related Party Payable
from forgiveness of debt		(25,002	)					(25,002	)
from redemption of shares	$	100		$	-		$	8,100

The accompanying notes are an integral part of these financial statements

POLAR WIRELESS Corp.

(A Development Stage Company)

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

July 31, 2010

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 July 31, 2010, 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 April 30, 2010 audited financial statements. The results of operations for the periods ended July 31, 2010 and the same period last year are not necessarily indicative of the operating results for the full years.

NOTE 2 – REDEMPTION OF SHARES

On June 8, 2010 the Company redeemed 121,500,000 shares from the former President for $100, and he forgave the related party debt of $25,002.

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. As of July 31, 2010, the Company has an accumulated deficit of $105,125, and 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 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events since July 31, 2010 and has determined that there are no events to disclose.

ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

Polar Wireless Corp. (" the Company," “Polar,” "we," "us," “it” and "our" refer to Polar Wireless Corp.) was incorporated in the State of Nevada as a for-profit company on April 3, 2006. Polar is a development-stage company organized to enter into the computer security software industry specializing in the packaging, sales, distribution and support of user-friendly open-source network security software. Our low cost security software products and services will add value to open-source code supplied by independent third party providers.

The Company’s goal is to become a major supplier and supporter of easy-to-use open-source network security software that works seamlessly in the background to protect computers and computer networks. Our “set it and forget it” approach frees uses to concentrate on the work that makes them more productive while the security of their systems is monitored automatically without the user being required to actively monitor the process.

Polar plans to provide three network security products. The first will be ChainMail, an easy to use freeware document protection (encryption) application. ChainMail will allow users to encrypt outgoing email messages and decrypt incoming messages. The second product is ChainMail Pro, a retail version of ChainMail that will have more features and functionality than the freeware version. The third is Impasse, a network intrusion detection application which monitors networks and detects activity that indicates the presence of an intruder on the network.

We did not earn any revenues during the three-month period ending July 31, 2010. During the period we incurred operating expenses of $5,689 (July 31, 2009-$3,660) comprising of professional fees in the amount of $3,698 (July 31, 2009 - $3,000) and office and administrative expenses of $1,991 (July 31, 2009 - $660).

Plan of Operation

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.

This interim report contains forward looking statements relating to our future economic performance, the plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects”, “intends”, “believes”, “anticipates”, “may”, “could”, “should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.

We anticipate that our current cash and cash equivalents and cash generated from operations, if any, will be insufficient to satisfy our liquidity requirements for at least the next 12 months. We will require additional funds prior to such time and the Company will seek to sell additional capital through private equity placements, debt or other sources of financing. If we are unable to obtain sufficient additional financing, we may be required to reduce the scope of our business plan, which could harm our business, financial condition and operating results. Additional funding to meet our requirements may not be available on favourable terms, if at all.

Over the next 12 months the company must raise capital and start the procurement of our security software systems. We plan to first obtain open-source e-mail encryption and network intrusion software applications that we can customize to provide initial freeware security applications to a wide variety of computer users. The estimated cost to customize these applications is $7,000.

The company’s primary revenue stream will be derived from subscribers who will pay a recurring monthly fee to obtain security threat updates and computer protection software enhancements. We expect the majority of subscribers will pay for the material by using a credit card. A small percentage of the subscribers, less than two percent (2%), are expected to pay using a money order sent via the post office. We will contract with a third party e-commerce gateway provider to support our e-commerce transactions software required to distribute and receive payment for our proposed software products. We expect this license to cost $7,000.

Polar Wireless Corp., intends to develop and operate a website which will feature the current products and news of our future products. Product documentation including user’s manuals, product registration and other supporting documentation will also be delivered electronically from our web site in Adobe PDF format. Website development and content is anticipated to cost $6,000

The final activity will be to procure client functionality modules in order to augment the network intrusion systems with automatic periodic updates of resident threat signatures and website integration at an estimated cost of $8,000.

We also plan to initiate our marketing initiative out of which we expect to attract a large number of customers (personal and institutional computer network users) for our security systems. The marketing plan, which includes advertising in trade journals and attendance at industry trade shows, is estimated to cost $15,000.

At the present time, we have not made any arrangements to raise any additional cash to support and enhance product development. If we need additional cash but are unable to raise it, we will either suspend our development and marketing operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

If we are unable to complete any phase of our systems development or marketing efforts because we don’t have enough money, we will cease our development and or marketing operations until we raise sufficient funding. Attempting to raise capital after failing in any phase of our software procurement plan would be difficult. As such, if we cannot secure additional proceeds we will have to cease operations.

Management does not plan to hire employees at this time. Our officers and directors will be responsible for the initial product development. Once the company has product to market over the Internet, we will hire an independent consultant to build our website. The company also intends to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum.

We do not expect to purchase or sell plant or significant equipment in the next twelve months.

Off Balance Sheet Arrangements.

As of the date of this quarterly report, the current funds available to the Company will not be sufficient to continue operations. The cost to establish the Company and begin operations is estimated to be approximately $43,000 over the next twelve months and the cost of maintaining our reporting status is estimated to be $12,000 over this same period. Our former officer and director, Mr. Delaney, has undertaken to provide the Company with initial operating capital to sustain our business as the expenses are incurred in the form of a non-secured loan. However, there is no contract in place or written agreement securing this agreement. Management believes that if the Company cannot raise sufficient revenues or maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.

Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

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

- 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 July 31, 2010 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 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 Chief Executive Officer in connection with the review of our financial statements as of July 31, 2010.

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 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.

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. We have appointed outside directors to our board of directors and are in the process of setting up 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.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

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 1. LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

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

31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

32.1		Section 1350 Certification of Chief Executive Officer

32.2		Section 1350 Certification of Chief Financial Officer **

* Included in Exhibit 31.1
** Included in Exhibit 32.1

SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Polar Wireless Corp.

By:	/s/ G. Kelly O’Dea
	G. Kelly O’Dea
	President, Principal Executive Officer, Director

By:	/s/ Shane Carroll
	Shane Carroll
	Secretary and Principal Financial Officer, Director

By:	/s/ James Schroer
	James Schroer
	Director

By:	/s/ Paul Schaut
	Paul Schaut
	Director

Dated: December 3, 2010

Attached files

BARRICODE, INC. Reports

Also read