RVPlus Inc. - FORM 10-Q - March 17, 2011

Attached files

file	filename
EX-31.1 - SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - RVPlus Inc.	f10q0111ex31i_rvplus.htm
EX-31.1 - SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - RVPlus Inc.	f10q0111ex32i_rvplus.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended January 31, 2011

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 333-168768

RVPLUS, INC.

(Exact name of registrant as specified in its charter)

Delaware		27-1986126
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4278 S. Chegwidden Lane Taylorsville, Utah		84123
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (801) 674-3757

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o 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.

Large accelerated filer o Accelerated filer o

Non-accelerated filer o (Do not check if a 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 Act). Yes x No o

As of March 16, 2011, there were 9,380,000 shares of Common Stock, par value $0.0001 per share, outstanding.

RVPLUS, INC.

		Pages
Part I	FINANCIAL INFORMATION

Item 1.	Financial Statements.

	Balance Sheets as of January 31, 2011 (unaudited) and April 30, 2010	F-2

	Statement of Operations for the nine months ended January 31, 2011 (unaudited), for the period from January 29, 2010 (Inception) through January 31, 2010 (unaudited), and for the period from January 29, 2010 (Inception) through January 31, 2011(unaudited)	F-3

	Statement of Operations for the three months ended January 31, 2011 (unaudited) and for the period from January 29, 2010 (Inception) through January 31, 2010 (unaudited)	F-4

	Statement of Stockholder’s Equity for the period from January 29, 2010 (Inception) through January 31, 2011 (unaudited)	F-5

	Statement of Cash Flows for the nine months ended January 31, 2011 (unaudited) , for the period January 29, 2010 (Inception) through January 31, 2010 (unaudited), and for the period from January 29, 2010 (Inception) through January 31, 2011(unaudited)	F-6

	Notes to Financial Statements (Unaudited)	F-7 - F-12

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	6

Item 4.	Controls and Procedures.	6

Part II	OTHER INFORMATION

Item 1.	Legal Proceedings	7

Item 1A.	Risk Factors	7

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7

Item 3.	Defaults Upon Senior Securities	7

Item 4.	(Removed and Reserved)	7

Item 5.	Other Information	7

Item 6.	Exhibits	7

	Signatures	8

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

RVPLUS INC.

January 31, 2011 and 2010

Index to Financial Statements

Contents	Page(s)

Balance Sheets at January 31, 2011 (Unaudited) and April 30, 2010	F-2

Statements of Operations for the Nine Months Ended January 31, 2011, for the Period from January 29, 2010 (Inception) through January 31, 2010 and for the Period from January 29, 2010 (Inception) through January 31, 2011 (Unaudited)	F-3

Statement of Operations for the Three Months Ended January 31, 2011 and for the Period from January 29, 2010 (Inception) through January 31, 2010 (Unaudited)	F-4

Statement of Stockholders’ Equity for the Period from January 29, 2010 (Inception) through January 31, 2011 (Unaudited)	F-5

Statements of Cash Flows for the Nine Months Ended January 31, 2011, for the Period from January 29, 2010 (Inception) through January 31, 2010 and for the Period from January 29, 2010 (Inception) through January 31, 2011 (Unaudited)	F-6

Notes to the Financial Statements (Unaudited)	F-7 to F-11

F-1

RVPLUS INC.
( A Development Stage Company)
Balance Sheets


	January 31, 2011			April 30, 2010
	(Unaudited)

ASSETS
CURRENT ASSETS:
Cash	$	14,173		$	42,034

Total Current Assets		14,173			42,034

Total Assets	$	14,173		$	42,034

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued expenses	$	2,500		$	1,250

Total Current Liabilities		2,500			1,250

STOCKHOLDERS' EQUITY:
Preferred stock: $0.0001 par value; 100,000,000 shares authorized,;
none issued or outstanding

Common stock: $0.0001 par value; 200,000,000 shares authorized;
9,380,000 and 9,200,000 shares issued and outstanding, respectively		938			920
Additional paid-in capital		43,462			41,680
Deficit accumulated during the development stage		(32,727	)		(1,816	)

Total Stockholders' Equity		11,673			40,784

Total Liabilities and Stockholders' Equity	$	14,173		$	42,034

See accompanying notes to the financial statements.

F-2

RVPLUS INC.
( A Development Stage Company)
Statements of Operations


			For the Period from		For the Period from
	For the Nine Months		January 29, 2010		January 29, 2010
	Ended		(inception) through		(inception) through
	January 31, 2011		January 31, 2010		January 31, 2011
	(Unaudited)		(Unaudited)		(Unaudited)

OPERATING EXPENSES:
Professional fees	$	28,827	$	-	$	30,077
Professional fees - related party		1,150		-		1,150
General and administrative expenses		934		500		1,500

Total operating expenses		30,911		500		32,727

LOSS BEFORE INCOME TAXES		(30,911)		(500)		(32,727)

INCOME TAXES PROVISION		-		-		-

NET LOSS	$	(30,911)	$	(500)	$	(32,727)


NET LOSS PER COMMON SHARE
- BASIC AND DILUTED:	$	(0.00)	$	(0.00)	$	(0.00)

Weighted average common shares outstanding
- basic and diluted		9,327,818		5,000,000		8,369,198

See accompanying notes to the financial statements.

F-3

RVPLUS INC.
( A Development Stage Company)
Statement of Operations


	For the Three		For the Period from
	Months		January 29, 2010
	Ended		(inception) through
	January 31, 2011		January 31, 2010
	(Unaudited)		(Unaudited)

OPERATING EXPENSES:
Professional fees	$	5,529	$	-
Professional fees - related party		206		-
General and administrative expenses		919		500

Total operating expenses		6,654		500

LOSS BEFORE INCOME TAXES		(6,654)		(500)

INCOME TAXES PROVISION		-		-

NET LOSS	$	(6,654)	$	(500)


NET LOSS PER COMMON SHARE
- BASIC AND DILUTED:	$	(0.00)	$	(0.00)

Weighted average common shares outstanding
- basic and diluted		9,380,000		5,000,000

See accompanying notes to the financial statements.

F-4

RVPLUS INC.
( A Development Stage Company)
Statement of Stockholders' Equity
For the Period from January 29, 2010 (Inception) throughJanuary 31, 2011
(Unaudited)
							Deficit
							Accumulated
	Common Stock, $0.0001 Par Value				Additional		during the			Total
	Number of				Paid-in		Development			Stockholders'
	Shares		Amount		Capital		Stage			Equity

Balance, January 29, 2010 (Inception)		-	$	-	$	-	$	-		$	-

Issuance of common shares for incorporation
expenses at $0.0001 per share upon formation		5,000,000		500							500

Issuance of common shares for cash at $0.01 per
share on April 20, 2010		4,200,000		420		41,580					42,000

Capital contribution						100					100

Net loss								(1,816	)		(1,816	)

Balance, April 30, 2010		9,200,000		920		41,680		(1,816	)		40,784

Issuance of common shares for cash at $0.01 per
share on July 19, 2010		180,000		18		1,782					1,800

Net loss								(30,911	)		(30,911	)

Balance, January 31, 2011		9,380,000	$	938	$	43,462	$	(32,727	)	$	11,673

See accompanying notes to the financial statements.

F-5

RVPLUS INC.
( A Development Stage Company)
Statements of Cash Flows


			For the Period from		For the Period from
	For the Nine Months		January 29, 2010		January 29, 2010
	Ended		(inception) through		(inception) through
	January 31, 2011		January 31, 2010		January 31, 2011
	(Unaudited)		(Unaudited)		(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(30,911)	$	(500)	$	(32,727)
Adjustments to reconcile net loss to net cash
used in operating activities
Common shares issued for incorporating expenses				500		500
Changes in operating assets and liabilities:						-
Accrued expenses		1,250		-		2,500

NET CASH USED IN OPERATING ACTIVITIES		(29,661)		-		(29,727)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		1,800		-		43,800
Capital contribution		-		-		100

NET CASH PROVIDED BY FINANCING ACTIVITIES		1,800		-		43,900

NET CHANGE IN CASH		(27,861)		-		14,173

Cash at beginning of period		42,034		-		-

Cash at end of period	$	14,173	$	-	$	14,173

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	-	$	-	$	-
Income taxes paid	$	-	$	-	$	-

See accompanying notes to the financial statements.

F-6

RVPLUS INC.

(A Development Stage Company)

January 31, 2011 and 2010

Notes to the Financial Statements

(Unaudited)

NOTE 1 - ORGANIZATION

RVPLUS INC. a development stage company, (the “Company”), was incorporated on January 29, 2010 under the laws of the State of Delaware. Initial operations have included organization and incorporation, target market identification, marketing plans, and capital formation. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace. The Company plans to develop, manufacture and market products related to the recreational vehicle industry.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the period from January 29, 2010 (inception) through April 30, 2010 and notes thereto contained in the information filed as part of the Company’s Registration Statement on Form S-1 as filed with the SEC on September 28, 2010, which was declared effective on November 22, 2010.

Development stage company

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

Use of estimates

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

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Fiscal year end

The Company elected April 30 as its fiscal year end upon its formation.

Cash equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

F-7

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at January 31, 2011 or April 30, 2010, no gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the interim period ended January 31, 2011, for the period from January 29, 2010 (inception) through January 31, 2010 or for the period from January 29, 2010 (inception) through January 31, 2011.

Revenue recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Income taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Net loss per common share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period. There were no potentially dilutive shares outstanding for the interim period ended January 31, 2011, for the period from January 29, 2010 (inception) through January 31, 2010 or for the period from January 29, 2010 (inception) through January 31, 2011.

F-8

Commitments and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Cash flows reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently issued accounting pronouncements

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that require new disclosures as follows:

1.	Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
2.	Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:

1.	Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
2.	Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

In April 2010, the FASB issued ASU No. 2010-13, “Compensation—Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). This update provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010.

F-9

In August 2010, the FASB issued ASU 2010-21, “Accounting for Technical Amendments to Various SEC Rules and Schedules: Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies” (“ASU 2010-21”), was issued to conform the SEC’s reporting requirements to the terminology and provisions in ASC 805, Business Combinations, and in ASC 810-10, Consolidation. ASU No. 2010-21 was issued to reflect SEC Release No. 33-9026, “Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies,” which was effective April 23, 2009. The ASU also proposes additions or modifications to the XBRL taxonomy as a result of the amendments in the update.

In August 2010, the FASB issued ASU 2010-22, “Accounting for Various Topics: Technical Corrections to SEC Paragraphs” (“ASU 2010-22”), which amends various SEC paragraphs based on external comments received and the issuance of SEC Staff Accounting Bulletin (SAB) No. 112, which amends or rescinds portions of certain SAB topics. The topics affected include reporting of inventories in condensed financial statements for Form 10-Q, debt issue costs in conjunction with a business combination, sales of stock by subsidiary, gain recognition on sales of business, business combinations prior to an initial public offering, loss contingent and liability assumed in business combination, divestitures, and oil and gas exchange offers.

In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”).Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.

In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

NOTE 3 – GOING CONCERN

As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $32,727 at January 31, 2011, a net loss of $30,911 and cash used in operations of $29,661 for the interim period then ended, with no revenues earned during the period.

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-10

NOTE 4 - STOCKHOLDERS’ EQUITY

Common stock

The Company was incorporated on January 29, 2010 at which time 5,000,000 shares of common stock were issued to the Company’s founder at $0.0001 per share, or $500 for repayment of expenses associated with the incorporation of the Company.

On April 20, 2010, the Company sold 4,200,000 shares of its common stock in a private placement at $0.01 per share to 41 individuals for $42,000.

On July 19, 2010, the Company sold 180,000 shares of its common stock in a private placement at $0.01 per share to 6 individuals for $1,800.

Capital contribution

On March, 2010, the majority stockholder of the Company contributed $100 as an additional paid-capital.

NOTE 5 – RELATED PARTY TRANSACTIONS

Free office space

The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

Stock transfer agent services provided by a related party

A related party provided the stock transfer agent services to the Company whereby the president of the Company is an officer. The Company owed $1,150 for the stock transfer agent services to the related party for the interim period ended January 31, 2011.

NOTE 6 – SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.

F-11

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

The following discussion and analysis summarizes the significant factors affecting our condensed consolidated results of operations, financial condition and liquidity position for the three months ended January 31, 2011. These financial statements should be read in conjunction with the financial statements of the Company for the year ended April 30, 2010 and notes thereto contained in the information filed as part of the Company’s Registration Statement on Form S-1, which was declared effective on November 22, 2010. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Limited Operating History

We are a development stage company with very limited operating history and we have not generated any revenue since inception. We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

Plan of Operations

Our plan of business is to raise capital to further develop, test, manufacture, patent and market a number of products related to the recreational vehicle industry including: Class “A” diesel motorhomes, travel trailers and fifth wheels. Initially we are going to focus on three products that we have designed that are ready to develop when and if the company receives funding. We plan to sell RV products made by other manufacturers through our planned website. The marketing of other products made by other manufacturers is not part of our business plan and could only be accomplished if we can raise additional capital over and above what we need to execute this business plan so we could afford to stock a larger amount of inventory.

Using an annualized figure of $24,500 for our costs, including professional and legal services (e.g. bookkeeping, audit costs, attorney fees, advertising and EDGAR services), costs are approximately $2,040 a month. Given the amount of cash currently on hand, we expect our current cash reserves to last for 6-7 months.

We do not have enough capital at this time to commence business operations or to plan a time frame for future operations. We do not have any additional financing lined up at this time and cannot begin to develop a plan for future operations unless we receives additional financing.

Results of Operations

We have not generated any revenue since inception. We have already incurred significant net losses of $32,727 for the period from inception to January 31, 2011. We anticipate continuing to incur losses in the foreseeable future.

Nine Months ended January 31, 2011

For the nine months ended January 31, 2011, we did not generate any revenue. Total operating expenses for the period is $30,911, which results in a net loss of $30,911. Our operating expenses for the period consisted of $28,827 in professional fees, $1,150 in related party professional fees, and $934 for general and administrative expenses.

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Three Months ended January 31, 2011

For the three months ended January 31, 2011, we did not generate any revenue. Total operating expenses for the period is $6,654, which results in a net loss of $6,654. Our operating expenses for the period consisted of $5,529 in professional fees, $206 in related party professional fees, and $919 for general and administrative expenses.

Capital Resources and Liquidity

As of January 31, 2011 we had $14,173cash on hand.

Based upon the above, we believe that we have enough cash to support our daily operations while we are attempting to commence operations and produce revenues. However, if we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations.

We currently have no full-time employees and two part-time of employees who serve as our management team. Currently, our two part-time employees, also our directors and executive officers, devote approximately 10-20 hours per week to the company and will continue to dedicate that amount of time until such a time when they deem it is necessary to contribute more.

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, financings, or other relationships with unconsolidated entities known as ‘‘Special Purposes Entities.’’

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the amounts of revenues and expenses. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing the financial statements, we utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming our estimates and judgments, giving appropriate consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to other companies in our industry. We believe that of our significant accounting policies, the following may involve a higher degree of judgment and estimation, or are fundamentally important to our business.

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.

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Income taxes

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Net loss per common share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. There were no potentially dilutive shares outstanding as of January 31, 2011.

Recently Issued Accounting Pronouncements

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1.	Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
2.	Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:

1.	Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
2.	Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. Controls and Procedures.

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are ineffective at the reasonable assurance level due to the two material weaknesses described below:

(i) We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the interim period ended January 31, 2011. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

(ii) We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures, and concluded that the control deficiency that resulted represented a material weakness.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control over Financial Reporting

There were no changes in our system of internal controls over financial reporting during the three months ended January 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on the Company.

ITEM 1A. RISK FACTORS.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION.

There were no reportable events under this item during the quarterly period ended January 31, 2011.

ITEM 6. EXHIBITS.

Exhibit No.		Description
31.1		Section 302 Certification of Principal Executive Officer, Principal Financial Officer and Chief Accounting Officer

32.1		Section 906 Certification of Principal Executive Officer, Principal Financial Officer and Chief Accounting Officer

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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.

	RVPLUS, INC.

Date: March 16, 2011	By:	/s/ Christopher M. Day
		Christopher M. Day
		Director, President, Chief Executive Officer, Chief Accounting Officer, and Principal Financial Officer

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