RegalWorks Media, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER - RegalWorks Media, Inc.	exhibit_31-1.htm
EX-32.1 - CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - RegalWorks Media, Inc.	exhibit_32-1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

AMENDED

[mark one]

x QUARTERLYREPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2010

o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________

Commission File Number:

AMERELITE SOLUTIONSä, INC.

(Name of small business issuer in its Charter)

Nevada	76-0766174
(State or other jurisdiction of	(I.R.S. Employer
Incorporation or organization)	Identification No.)

3122 W. Clarendon Ave.

Phoenix, AZ 85017

(Address of Principal Executive Offices)

602-233-0540

(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 o 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	o		Accelerated Filer	o

Non-accelerated filer	o	(Do not check if smaller reporting company)	Smaller Reporting Company	x

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

As of December 15, 2010 the registrant had 15,084,353 shares of its common stock, $.00125 par value, issued and outstanding.

AmerElite Solutions, Inc.

(A Development Stage Company)

Table of Contents

		Page

Part I - Financial Information

Item 1.	Financial Statements	3

	Balance Sheets as of March 31, 2010 (Unaudited) and December 31, 2009	3

	Statements of Operations (Unaudited) for the Three Months Ended March 31, 2010 and 2009 and from July 26, 1994 (Inception) to March 31, 2010	4

	Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2010 and 2009 and from July 26, 1994 (Inception) to March 31, 2010	5

	Notes to Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	7

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8

Item 4T.	Controls and Procedures	8

Part II - Other Information

Item 1.	Legal Proceedings	9

Item 1A.	Risk Factors	9

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9

Item 3.	Defaults Upon Senior Securities	9

Item 4.	Submission of Matters to a Vote of Security Holders	9

Item 5.	Other Information	9

Item 6.	Exhibits	9

Signatures		10

AmerElite Solutions, Inc.

(A Development Stage Company)

Balance Sheets

	March 31,			December 31,
	2010			2009
				Audited & Restated
ASSETS

Current Assets:
Cash and Cash Equivalents	$	760		$	1,915
Accounts Receivable		-			-
Inventory		-			-

Total Current Assets		760			1,915

Fixed Assets:
Furniture and Equipment, net		3,441			3,941
Other Assets:
Pre-Paid Expenses		5,000
Deposits		1,135			1,135

Total Assets	$	10,336		$	6,991

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable	$	249,743		$	193,229
Accrued Payroll-Directors		-			-
Notes Payable		36,100			23,650
Related Party Payables		70,000			70,000

Total Current Liabilities		355,843			286,879

Total Liabilities		355,843			286,879

Stockholders' Equity/(Deficit)

Preferred Stock, authorized 2,000,000
shares, par value $0.001, issued and
outstanding 1,250,000 shares		1,250			1,250


Common Stock, authorized 20,000,000
shares, par value $0.00125, issued and
oustanding 16,778,633 shares		20,972			20,972


Additional Paid-in Capital		2,990,415			2,990,415
Subscriptions (Receivable)		(76,226	)		(76,226	)
Accumulated Deficit during Development Stage		(3,281,918	)		(3,216,299	)

Total Stockholders' Equity/(Deficit)		(345,507	)		(279,888	)

Total Liabilities and Stockholders' Equity	$	10,336		$	6,991


The accompanying notes are an integral part of these statements

AmerElite Solutions, Inc.

(A Development Stage Company)

Statements of Operations

							July 26, 1994
	March 31,			March 31,			(Inception)
							to Mar. 31,
	2010			2009			2010


Revenue	$	-		$	-		$	21,759

Total Revenue		-			-			21,759

Cost of Goods Sold		-			-			5,320

Gross Profit		-			-			16,439

Operating Expenses
Salaries and Wages		57,500			57,500			1,059,698
General and Administrative		7,228			9,223			906,296
Professional and Consulting		891			7,088			528,764
Product Development								84,851
Marketing								289,551
Investor Relations		-			-			465,672

Total Expenses		65,619			73,811			3,334,832

(Loss) from Operations		(65,619	)		(73,811	)		(3,318,393	)

Other Income/(Expense)
Other Income		-			-			4,519
Interest Income		-			-			45,173
Interest Expense								(13,217	)

Total Other Income/(Expense)		-			-			36,475

Net Income/(Loss) Before Income Taxes		(65,619	)		(73,811	)		(3,281,918	)

Income Tax Expense		-			-			-

Net Income/(Loss)	$	(65,619	)	$	(73,811	)	$	(3,281,918	)

Basic (Loss) per Share	$	(0.00	)	$	(0.01	)

Weighted Average Number of Common Shares		16,778,633			8,665,247


The accompanying notes are an integral part of these statements

AmerElite Solutions, Inc.

(A Development Stage Company)

Statements of Cash Flows

							July 26, 1994
	March 31,			March 31,			(Inception)
							to March. 31,
	2010			2009			2010
Operating Activities
Net Loss	$	(65,619	)	$	(73,811	)	$	(3,281,918	)
Adjustments to reconcile Net Loss:
Stock Issued for Service		-			-			1,594,905
Depreciation and Amortization		500			1,334			17,000
Changes in Operating Assets and Liabilities
(Increase)/Decrease in Deposits		-			(200	)		(1,135	)
Increase/(Decrease) in Accounts Payable		56,514			65,961			795,179
Increase/(Decrease) in Accrued Liabilities		-			-			70,000
Write Offs		-			-			435,279

Net Cash (Used) by Operating Activities		(8,605	)		(6,716	)		(370,690	)

Investment Activities
Investment in Trademarks and Trade Names		-			(150	)		(13,729	)
Purchase of Equipment		-			-			(20,441	)

Net Cash (Used) by Investment Activities		-			(150	)		(34,170	)

Financing Activities
Pre-Paid Expenses		(5,000	)					(5,000	)
Proceeds from Loans		12,450			5,800			453,409
(Repayment) of Loans		-			-			(366,563	)
Proceeds from the Sale of Stock		-			-			323,774

Net Cash Provided by Financing Activities		7,450			5,800			405,620

Net Increase / (Decrease) in Cash		(1,155	)		(1,066	)		760

Cash, Beginning of Period		1,915			1,892			-

Cash, End of Period	$	760		$	826		$	760

Supplemental Information:
Interest Paid	$	-		$	-		$	13,217
Income Taxes Paid	$	-		$	-		$	-

Significant Non-Cash Transactions:
Stock Issued for Services	$	-		$	-		$	1,594,905
Stock issued to Convert Debt	$	-		$	-		$	553,232
Stock Issued to Acquire Assets	$	-		$	-		$	400,000

The accompanying notes are an integral part of these statements

AMERELITE SOLUTIONS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

AmerElite Solutions, Inc. (the Company) was originally incorporated in the state of Nevada July 26, 1994 as ABC Home Care Specialists, Inc., and on May 18, 2005 changed its name to AmerElite Solutions, Inc. The Company is in the business of marketing and distributing skin care products.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.

Inventories

Inventories, consisting of building materials, are stated at the lower of cost or market (first-in, first-out method).

Property and equipment

Property and equipment are recorded at cost and depreciated under straight line methods over each item's estimated useful life.

Revenue recognition

Revenue is recognized on an accrual basis as earned under contract terms.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income tax

The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Financial Instruments

The carrying value of the Company’s financial instruments as reported in the accompanying balance sheet, approximates fair value.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion is a discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2010 and significant factors that could affect our prospective financial condition and results of operations. Historical results may not be indicative of future performance.

This report on Form 10-Q contains forward-looking statements within the meaning of and which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from historical results or from any results expressed or implied by such forward-looking statements. Forward-looking statements generally are accompanied by words such as “anticipates”, “believes”, “estimates”, “expects”, “intends”, “plans” and similar statements and should be considered uncertain and forward-looking. Any forward-looking statements speak only as of the date on which such statement is made, are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements, whether as a result of new information, future events or otherwise.

Factors that could cause such results to differ materially from the results discussed in such forward looking statements include, without limitation; uncertain continued ability to meet our operational needs in view of continued severe ongoing working capital constraints; need for substantial additional capital to fully implement our plan of operations; no assurances of and uncertainty of profitability; no assurances of the Company’s ability to effect sufficient product sales so as to maintain exclusivity in certain territorial markets, the result of which could materially adversely effect the Company’s results of operations; need for additional management, sales and marketing personnel, which is contingent upon our receipt of additional capital; competition from companies having substantially greater financial, marketing and other resources than the Company, including name and brand recognition; the impact of competitive services and pricing; changing consumer tastes and trends; and the legal, auditing and administrative cost of compliance associated the Sarbanes Oxley Act.

Many of such factors are beyond out control. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each factor on our business or the extent to which any factor, or combination of factors may cause actual results to differ materially from those contained in any forward looking statements. In light of these risks and uncertainties, there can be no assurance that the results anticipated in these forward-looking statements in this report will in fact occur. All forward-looking statements wherever they may appear are expressly qualified in their entirety by the cautionary statements in this section. We undertake no obligation to update any such forward-looking statements.

General

We are a start up business engaged in the development, manufacturing and marketing of a premium skin care collection designed to provide a full spectrum of skin care products that naturally improve skin wellness and provide anti-aging properties to a rapidly expanding health and wellness market.

We have earned no revenues in 2010 from our business operations. Accordingly, we may be required to raise cash from sources other than our operations in order to continue our business plan. We may raise this additional capital either through debt or equity. No assurance can be given that such efforts will be successful. We have no specific plans at present for raising additional capital.

Since our inception, we have been engaged in business planning activities, including the launch of our product line, product research with professional focus groups, production of an infomercial, launch of a e-commerce website, developing our economic models and financial forecasts.

Recent Developments

On March 26, 2010 the company filed an 8K disclosing the termination of Seale Beers, CPA as the companies auditing firm and the engagement of Ronald R. Chadwick, P.C., CPA as its new Auditor. There were no disagreements with previous accountants on accounting policies.

In 2009, the Company restated its December 31, 2008 financial statements to account for a $413,729 write down of intangible assets and a $12,778 write down of inventory.

Results of Operations:

Three Months Ended March 31, 2010 and March 31, 2009.

During the three months ended March 31, 20010, we generated $0 in revenue compared to revenues of $0 for the same period ending March 31, 2009. Net losses for the three months ending March 31, 2010, were $(65,619) compared to net losses of $ (73,811) for the same period ending March 31, 2009, and were primarily attributable to administrative expenses, professional and consulting fees.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. - continued

For the quarter ended March 31, 2010 there were no sales of the Collesense™ Premium Skin Care Collection. The company needs additional capital to manufacture product. Cost of Goods for the period ending March 31, 2010 was $0. The total Operating Expenses for the period ending March 31, 2010 were $65,619. These expenses were comprised of $57,500 for salaries and wages; $891 for professional and consulting fees; $7228 for general and administrative expense. With a Gross Profit of $0 and operating expenses totaling $65,619 the Company had a loss from operation in the three (3) months ending March 31, 2009 of $65,619.

Liquidity and Capital Resources:

At March 31, 2010 the company’s total assets of $10,336 were exceeded by total current liabilities of $355,843. We had cash on hand of $ 760.

We have limited capital resources, as, among other things, we are a start up company with a limited operating history. We have not generated any revenues in 2009 or for the first three months of 2010 and may not be able to generate sufficient revenues to become profitable in the future.

Our cash reserves are not sufficient to meet our obligations for the next 6-month period. As a result, we may need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of loans or in the form of equity financing from the sale of our common stock, $.00125 par value, on best efforts to accredited investors only, pursuant to the exemptions from registration in Section 4 (2) and Regulation D adopted under the Securities Act of 1933 as amended. We do not have any arrangements in place for any future equity financing or loans.

We do not currently own any significant plant or equipment that we will seek to sell in the near future.

We do not anticipate the need to hire employees over the next 12 months We believe that our operations are currently on a small scale and are manageable by one individual.

Item 3. Quantitative and Qualitative Disclosers About Market Risk.

Not Applicable

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective as at the end of the period covered by this quarterly report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the rules and forms of the SEC.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There were no significant changes in our internal controls or in other factors that could significantly affect those controls since the most recent evaluation of such controls.

Part II – Other Information

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1(A). RISK FACTORS

Not Required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

31.1	Certification of Principal Executive Officer and Principal Financial Officer

32.1	Certification Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

None

SIGNATURES

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

	AMERELITE SOLUTIONS, INC.

Date: December 15, 2010	By:	/s/ Robert L. Knapp
		Principal Executive Officer
		Principal Financial Officer

RegalWorks Media, Inc. - FORM 10-Q - December 17, 2010

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RegalWorks Media, Inc. Reports