Attached files
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| EX-32.1 - IVT SOFTWARE INC | exh_32-1.htm |
| EX-31.1 - IVT SOFTWARE INC | exh_31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarter Period Ended: October 31, 2010
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition Period from to
Commission File Number: 000-53437
IVT Software, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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8299
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74-3177586
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State or Other Jurisdiction of
Incorporation of Organization)
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Primary Standard
Industrial Code
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(I.R.S. Employer Identification No.)
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3840 South Water Street,
Pittsburgh Pa. 15203
(Address and Telephone Number of Registrants Principal Place of Business)
Tel: 412-884-3028
(Issuer’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
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. Yes x No ¨
Indicate by check mark if 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.
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Large Accelerated Filer ¨
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Accelerated Filer ¨
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Non-accelerated Filer ¨
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Smaller Reporting Company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
IVT Software, Inc. had 13,419,167 shares of common stock outstanding on December 12, 2010
1
FORM 10-Q
QUARTERLY PERIOD ENDED OCTOBER 31, 2010
INDEX
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PART I- FINANCIAL INFORMATION
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Item 1
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Unaudited Financial Statements
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2-5
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Item 2
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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8
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Item 3
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Quantitative and Qualitative Disclosures about Market Risk
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8
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Item 4
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Controls and Procedures
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8
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PART II - OTHER INFORMATION
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Item 1
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Legal Proceedings
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9
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Item 2
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Unregistered Sales of Equity Securities and Use of Proceeds
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9
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Item 3
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Defaults Upon Senior Securities
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9
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Item 4
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Submission of Matters to a Vote of Security Holders
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9
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Item 5
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Other Information
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9
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Item 6
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Exhibits
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9
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Signatures
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10
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2
PART 1
ITEM 1: FINANCIAL STATEMENTS
IVT Software, Inc
(A Development Stage Company)
Balance Sheets
(Unaudited)
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October 31,
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April 30,
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2010
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2010
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ASSETS
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Current Assets
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Cash and cash equivalents
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$ | 161 | $ | 286 | ||||
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Total Current Assets
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161 | 286 | ||||||
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Other Assets
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Property & Equipment
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- | 377 | ||||||
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Total Assets
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$ | 161 | $ | 663 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES
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Officer's Loan
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$ | 1,500 | $ | 9,550 | ||||
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Accounts Payable
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1,500 | 3,500 | ||||||
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Total Current Liabilities
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$ | 3,000 | $ | 13,050 | ||||
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COMMITMENTS AND CONTINGENCIES
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STOCKHOLDERS' EQUITY
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Preferred Stock $.0001 par value,
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Authorized 10,000,000 shares, none issued
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Common stock, $ .0001 par value ,
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Authorized 200,000,000 shares Issued &
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outstanding and 13,416,167 and 13,416,167 respectively
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1,341 | 1,341 | ||||||
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Additional paid in capital
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141,035 | 120,810 | ||||||
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Accumulated Deficit During the Developmental Stage
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(145,215 | ) | (134,538 | ) | ||||
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Total Stockholders' Equity
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$ | (2,839 | ) | $ | (12,387 | ) | ||
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Total Liabilities and Stockholders' Equity
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$ | 161 | $ | 663 | ||||
The accompanying notes are an integral part of these financial statements
3
IVT Software, Inc
(A Development Stage Company)
Statements of Operations
(Unaudited)
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Accumulated from
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Three Months Quarter Ended
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Six Month Ended
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Six Month Ended |
Inception ( March 15, 2006)
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October 31, 2010
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October 31, 2009
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October 31, 2010
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October 31, 2009
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to 10/31/2010
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REVENUES
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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OPERATING ACTIVITIES
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General and administrative
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2,575 | 1,500 | 5,125 | 3,462 | 56,662 | |||||||||||||||
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Officers' compensation & Rent
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- | 6,000 | 5,000 | 12,000 | 70,000 | |||||||||||||||
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Depreciation & Amortization
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- | 900 | 75 | 1,800 | 5,575 | |||||||||||||||
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Impairment
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302 | - | 302 | - | 12,427 | |||||||||||||||
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Total operating expenses
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$ | 2,877 | $ | 8,400 | $ | 10,502 | $ | 17,262 | $ | 144,664 | ||||||||||
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Interest Expense
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- | 87 | 175 | 156 | 551 | |||||||||||||||
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Loss from operations
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(2,877 | ) | (8,487 | ) | (10,677 | ) | (17,418 | ) | (145,215 | ) | ||||||||||
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Provision for Income Tax
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- | - | - | - | - | |||||||||||||||
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NET Loss
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$ | (2,877 | ) | $ | (8,487 | ) | $ | (10,677 | ) | $ | (17,418 | ) | $ | (145,215 | ) | |||||
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INCOME (LOSS) PER COMMON SHARE
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Basic and Diluted
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$ | - | $ | - | $ | - | $ | - | ||||||||||||
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WEIGHTED AVERAGE NUMBER
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OF SHARES OUTSTANDING
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13,419,167 | 13,419,167 | 13,419,167 | 13,419,167 | ||||||||||||||||
The accompanying notes are an integral part of these financial statements
4
IVT Software, Inc
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
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Accumulated from
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Six Month Ended
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Six Month Ended |
Inception ( March 15, 2006)
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October 31 2010
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October 31 2009
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to October 31, 2010
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Cash flows from operating activities
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Net Loss
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$ | (10,677 | ) | $ | (17,418 | ) | $ | (145,215 | ) | |||
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Officers compensation & rent charged to paid in capital
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6,000 | 12,000 | 84,000 | |||||||||
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Depreciation & Amortization
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75 | 1,800 | 5,575 | |||||||||
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Impairment of Intangible assets
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302 | 12,427 | ||||||||||
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Inputed interest for Officer Loan
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14,225 | 156 | 14,601 | |||||||||
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(Increase) decrease in accrued Expenses
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(2,000 | ) | (2,000 | ) | 1,500 | |||||||
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Net cash provided ( used) in operating activities
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$ | 7,925 | $ | (5,462 | ) | $ | (27,112 | ) | ||||
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Cash flows from investing activities
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Licensing Agreement
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- | - | (1,500 | ) | ||||||||
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Property & Equipment
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- | (1,502 | ) | |||||||||
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Net cash used in investing activities
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- | - | (3,002 | ) | ||||||||
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Cash flows from financing activities
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Officer's Loan
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(8,050 | ) | 5,500 | 1,500 | ||||||||
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Issuance of Shares for Officer
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- | - | 1,200 | |||||||||
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Sale of Common Shares
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- | - | 27,575 | |||||||||
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Net cash used in Financing Activities
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$ | (8,050 | ) | $ | - | $ | 30,275 | |||||
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Net increase (decrease) in cash
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(125 | ) | 38 | 161 | ||||||||
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Cash and cash equivalents, beginning of period
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286 | 1,168 | - | |||||||||
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Cash and cash equivalents, end of period
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$ | 161 | $ | 1,206 | $ | 161 | ||||||
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Supplemental Disclosures
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Cash Paid for Interest
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- | - | - | |||||||||
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Cash Paid for Income Taxes
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- | - | - | |||||||||
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Non-Cash Investing and Financing Activities:
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- | - | - | |||||||||
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Common stock issued for IP website development
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- | - | 15,000 | |||||||||
The accompanying notes are an integral part of these financial statements
5
IVT Software, Inc
(A Development Stage Company)
Notes to Financial Statements
October 31, 2010
The financial statements of IVT Software, Inc. (A Development Stage Company) (the “Company”), included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company as included in the Company’s Form 10K for the period ended April 30, 2010.
NOTE 1 – BASIS OF PRESENTATION
The unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Article 10 of Regulations S-X in the United States of America and are presented in United States dollars. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended April 30, 2010 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.
The interim unaudited consolidated financial statements should be read in conjunction with those consolidated financial statements included in Form 10-K. In the opinion of Management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended October 31, 2010 are not necessarily indicative of the results that may be expected for the year ending April 30, 2010
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since inception and no established source of revenue. This raises substantial doubt about the Company’s ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
NOTE 3- RELATED PARTY TRANSACTIONS
On August 11, 2010, $13,050 which the officer had advanced to the Company was forgiven and the amount was recorded as additional paid in capital. $1,500 has been advanced by , Mr. Martin Schwartz, interest free, during the three months ended October 31, 2010. As of October 31, 2010 Mr. Schwartz is owed $1,500. The loan is due on demand.
On August 11, 2010 the Company's former CEO, Martin Schwartz sold 10,133,335 of his common shares to Deric Haddad for $307,310, an unrelated party, resulting in a change of ownership and control. On the same date, Deric Haddad replaced Martin Schwartz as CEO and sole director.
NOTE 4 – SUBSEQUENT EVENTS
None
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Since our inception on March 15, 2006 our activities have been devoted primarily to developing a business plan, acquiring a licensing agreement for our computer tutorials, developing and designing our website, and raising seed capital for initiating our website and costs involved with this offering. We implemented our Phase 1 and Phase II of our website and launched our website April 1, 2009 which is located at www.computertutorialcds.com our domain location. Our website operates as our virtual business card and portfolio for our company as well as our online "home." It enables on line purchasing of the computer tutorials. The Company also implemented the on line study course infrastructure which enables a user to log on to our website and access the tutorials on line for a membership fee, and learn the tutorials at their own pace using our learning application infrastructure.
On March 16, 2006 we entered into a non-exclusive licensing agreement with Mario Rizzo, the owner of the intellectual properties which include a series of computer tutorials. The Company paid a one time fee of $1,500. The duration of this license is self renewing and will never expire. The agreement allows the Company to reproduce and sell unlimited copies of the CD'S without any further payments to the licensor. Company is not obligated to pay any royalties on the proceeds we generate from the sale of the CD's.
As of October 31, 2010 we have not generated any revenues to enable us to launch a broad marketing campaign to attract clients for our services in order to become a viable business. Furthermore, we failed in our attempts to raise capital to enable us to advertise and become a viable business. As of October 31, 2010, we had $161 in cash available to us.
On September 10, 2010 the Company announced that it is in merger discussions with Haddad Wylie, Industries, LLC, which company is currently undergoing audits in anticipation of the merger. the Company believes that the audits will be completed before the end of the year 2010. Deric Haddad, the CEO of the Company is also the CEO of Haddad Wylie Industries, Inc.
Results of Operations:
Revenues for the three month ended October 31, 2010 was 0 as compared to 0 for the three month ended October 31, 2009.
Operating expenses for the three months ending October 31, 2010 was $2,877 as compared to $8,487 for the three month ended October 31, 2009. Net loss for the period ending October 31, 2010 was $2,877 as compared to $8,487 for the three month ended October 31, 2009. Net Loss per Share was $0.00 for the three month ended October 31, 2010 and 2009 respectively.
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Liquidity and Capital Resources:
As of October 31, 2010 the Company had cash available of $161.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
We believe that our business operations are not exposed to market risk relating to interest rate, foreign currency exchange risk or commodity price risk.
Item 4. Controls and Procedures
The Company’s CEO has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of October 31, 2009 covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, the Chief Executive Officer who is also the Chief Financial Officer has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act due to the lack of segregation duties reliance on consultants involved in the accounting and reporting process. This conclusion by the Company’s Chief Executive Officer does not relate to reporting periods after October 31, 2010.
Changes in Internal Control over Financial Reporting
No change in the Company’s internal control over financial reporting occurred during the quarter ended October 31, 2010 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Item 1. Legal Proceedings
We are not aware of any pending or threatened litigation against us that we expect will have a material adverse effect on our business, financial condition, liquidity, or operating results.
Item 1A- Risk Factors
Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations, and trading price of our common stock. Please refer to our annual report on Form 10-K for fiscal year ending April 30, 2010 for additional information concerning these and other uncertainties that could negatively impact the Company.
Item 2. Default on Senior Securities
None
Item 3. Unregistered Sales of Equity Securities and Use of Proceeds
Item 4. Submission of Matters to A Vote Of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits
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(a) Exhibit
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Description of Exhibit
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31.1
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Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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9
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, IVT Software, Inc. has duly caused this Report to be signed on behalf of the undersigned thereunto duly authorized on December 14, 2010
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IVT SOFTWARE, INC.
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/s/ Deric Haddad
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Title
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Date
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Chairman of the Board
Chief Executive Officer , Chief Accounting Officer
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December 14, 2010
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