JAG MEDIA GROUP, INC. - FORM 10-Q - May 13, 2011

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EX-31.1 - CERTIFICATION - JAG MEDIA GROUP, INC.ex31one.htm
EX-31.2 - CERTIFICATION - JAG MEDIA GROUP, INC.ex31two.htm
EX-32.1 - CERTIFICATION - JAG MEDIA GROUP, INC.ex32one.htm
 
 
 
 
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 March 31, 2011
 
OR
 
[    ]  TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

From the transition period from ___________ to ____________.

Commission File Number 000-52521

SUBMICRON TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)

 Colorado
 27-0463459
 (State or other jurisdiction of incorporation or organization) 
 (IRS Employer Identification No.)

3767 Forest Lane, Suite 124 PMB-415 Dallas, Texas 75244

(Address of principal executive offices)

  (972) 386-7360
17120 North Dallas Parkway, Suite 235, Dallas, Texas 75248
 
N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:.  Yes [ X ]   No [     ].

Indicate by check mark whether the Registrant is a large accredited filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accredited filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 
Large Accredited Filer
[   ]
Accelerated Filer
[   ]
         
 
Non-Accredited Filer
[   ]
Smaller Reporting Company
[X]

Indicate by a check mark whether the company is a shell company (as defined by Rule 12b-2 of the Exchange Act:  Yes [X]   No [    ].

State the number of shares outstanding of each of the issuer's classes of common equity, as of May 13, 2011: 5,000,000 shares of common stock.
 
 
 

 
 
 
 
 
  
SUBMICRON TECHNOLOGIES, INC.
(A Development Stage Enterprise)
INDEX TO INTERIM AND UNAUDITED FINANCIAL STATEMENTS
March 31, 2011
(Unaudited)
 

 
Page
   
Financial Statements
  
   
Balance Sheets
F−1
   
Statements of Operations
F−2
   
Statements of Changes in Stockholder’s Deficit
F−3
   
Statements of Cash Flows
F−4
   
   
Notes to Financial Statements
F−5 − F−7





 












 
2
 

 
SUBMICRON TECHNOLOGIES, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
 
 

   
As of
March 31, 2011
    
As of
December 31, 2010
  
   
(Unaudited)
        
             
ASSETS
            
             
 Total Assets
  
$
0
    
$
0
  
                 
LIABILITIES AND STOCKHOLDER'S DEFICIT
                
                 
Accounts Payable
  
$
3,275
    
$
0
  
Due to Stockholder
    
21,016
      
21,016
  
Total Liabilities (All Current)
  
$
24,291
    
$
21,016
  
                 
Stockholder's Deficit
                
Preferred stock, $.001 par value,
                
 20,000,000 shares authorized, -0- shares issued and outstanding
    
0
      
0
  
Common stock, $.001 par value,
                
 100,000,000 shares authorized, 5,000,000 shares
    
5,000
      
5,000
  
 issued and outstanding
                
Additional paid in capital
    
0
      
0
  
Accumulated Deficit
    
(29,291
)
    
(26,016
)
                 
 Total Stockholder's Deficit
    
(24,291
)
    
(21,016
)
                 
                 
Total Liabilities and Stockholder’s Deficit
  
$
0
    
$
0
  

The accompanying notes are an integral part of these financial statements





 
F-1
 
 
 
SUBMICRON TECHNOLOGIES, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
 

   
 
For the
Three months ended
March 31, 2011
    
 
For the
Three months ended
March 31, 2010
    
For the period
February 16, 2007
 (Inception) through
 March 31, 2011
  
                   
Revenue
  
$
-
    
$
-
    
$
-
  
Operating Expenses
    
-
      
-
      
-
  
General and Administrative
    
3,275
      
2,683
      
29,291
  
Total Operating Expenses
  
$
3,275
    
$
2,683
    
$
29,291
  
                         
Net Loss
    
(3,275
)
    
(2,683
)
    
(29,291
)
Basic and diluted income (loss)
per share
  
$
(0.00
)
  
$
(0.00
)
  
$
    
Weighted average shares outstanding (basic and diluted)
    
 5,000,000
      
  5,000,000
          

The accompanying notes are an integral part of these financial statements

 
 
 
 
 
F-2
 
 
 
 
  
SUBMICRON TECHNOLOGIES, INC.
(A Development Stage Enterprise)
STATEMENTS OF CHANGES IN STOCKHOLDER’S DEFICIT
For the period from February 16, 2007 (Inception) to March 31, 2011
(Unaudited)
 
 
 
   
Common Stock
                          
   
Shares
    
Par
    
Additional
Paid-in Capital
    
Accumulated Deficit
    
Totals
  
Issuance of Common Stock
                              
Balance at February 16, 2007
    
0
    
$
0
    
$
0
    
$
0
    
$
0
  
                                         
Shares issued in Lieu of Services, February 16, 2007 
    
5,000,000
    
$ 
5,000
    
$ 
0
    
$ 
0
    
$ 
5,000
  
                                         
Net Loss
                          
$
(5,955
)
  
$
(5,955
)
                                         
Balance at December 31, 2007
    
5,000,000
    
$
5,000
    
$
0
    
$
(5,955
)
  
$
(955
)
                                         
Net Loss
                          
$
(6,243
)
  
$
(6,243
)
                                         
Balance at December 31, 2008
    
5,000,000
    
$
5,000
    
$
0
    
$
(12,198
)
  
$
(7,198
)
                                         
Net Loss
                          
$
(7,300
)
  
$
(7,300
)
                                         
Balance at December 31, 2009
    
5,000,000
    
$
5,000
    
$
0
    
$
(19,498
)
  
$
(14,498
)
                                         
Net Loss
                          
$
(6,518
)
  
$
( 6,518
)
                                         
Balance at December 31, 2010
    
 5,000,000
    
$
 5,000
    
$
 0
    
$
(26,016
)
  
$
(21,016
)
                                         
 Net Loss
                          
$
(3,275
)
  
$
 (3,275
)
                                         
Balance at March 31, 2011
    
 5,000,000
    
$
 5,000
    
$
 0
    
$
(29,291
)
  
$
(24,291
)
 
 
The accompanying notes are an integral part of these financial statements



 
F-3
 

 
  
SUBMICRON TECHNOLOGIES, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Unaudited)
 

   
For the three months ended March 31, 2011
    
For the three months ended March 31, 2010
    
For the period
February 16, 2007
(Inception) through
March 31, 2011
  
                   
Cash flows from operating activities
                  
Net Loss
  
$
(3,275
)
  
$
(2,683
)
  
$
(29,291
)
Shares issued in lieu of services
    
-
      
-
      
5,000
  
Increase in Accounts Payable
    
3,275
      
310
      
3,275
  
Increase in Stockholder Advances
    
-
      
2,373
      
21,016
  
 Cash flows from operating activities
    
-0-
      
-0-
      
-0-
  
                         
Net increase in cash
    
-
      
-
      
-
  
                         
Cash, beginning of period
    
-
      
-
      
-
  
                         
Cash, end of period
  
$
-
    
$
-
    
$
-
  
                         
SUPPLEMENTAL CASH FLOW INFORMATION:
                        
Interest paid
    
-
      
-
      
-
  
Income taxes paid
    
-
      
-
      
-
  


The accompanying notes are an integral part of these financial statements

 

 
F-4
 


 
  
SUBMICRON TECHNOLOGIES, INC.
(A Development Stage Enterprise)
NOTES TO INTERIM AND UNAUDITED FINANCIAL STATEMENTS
March 31, 2011
 

NOTE 1 - ORGANIZATION

Nature of Operations

SubMicron Technologies, Inc. (“the Company” or “SubMicron”) was incorporated in the State of Colorado on February 16, 2007 and has been inactive since inception.  The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. It is currently in its development stage.

As a blank check company, the Company’s business is to pursue a business combination through acquisition, or merger with, an existing company. As of the date of the financial statements, the Company has made no efforts to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business. No assurances can be given that the Company will be successful in locating or negotiating with any target company.
 
On May 18, 2010, the Company filed Articles of Amendment with the Colorado Secretary of State.  The Articles had the effect of changing the Company's name from JAG MEDIA GROUP, INC. to SubMicron Technologies, Inc.  An 8-K was filed on June 8, 2010.
 
Since inception, the Company has been engaged in organizational efforts.
 
General

The accompanying unaudited financial statements include all adjustments of a normal and recurring nature, which, in the opinion of Company’s management, are necessary to present fairly the Company’s financial position as of March 31, 2011, the results of its operations and cash flows for the three months ended March 31, 2011 and 2010, and from the date of inception (February 16, 2007) through March 31, 2011.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission.

The results of operations and cash flows for the period since inception (February 16, 2007) through March 31, 2011 are not necessarily indicative of the results to be expected for the full year’s operation and should be read in conjunction with the Company’s 2010 annual 10-K filed on March 31, 2011.






 
F-5
 



NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION – DEVELOPMENT STAGE COMPANY

The Company has not earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915. Among the disclosures required by ASC 915 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholder’s deficit and cash flows disclose activity since the date of the Company's inception.

ACCOUNTING METHOD

The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.

BASIC EARNINGS (LOSS) PER SHARE

In February 1997, the FASB issued ASC 260 ‘Earnings Per Share’, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260.

Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

IMPACT OF NEW ACCOUNTING STANDARDS

Management believes that all adjustments necessary for a fair statement of the results of the three months ended March 31, 2011 and 2010 have been made.
 
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.


NOTE 3 - GOING CONCERN
 
The Company’s financial statements have been presented on the basis that it is a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of the date of these financial statements, the Company has made no efforts to identify a possible business combination.

The Company’s shareholder shall fund the Company’s activities while the Company takes steps to locate and negotiate with a business entity through acquisition, or merger with, an existing company; however, there can be no assurance these activities will be successful.






 
F-6
 


NOTE 4 - SHAREHOLDER'S EQUITY

On February 16, 2007, the Board of Directors issued 5,000,000 shares of common stock for $5,000 in services to the founding shareholder of the Company to fund organizational start-up costs.

The stockholders' equity section of the Company contains the following classes of capital stock as of March 31, 2011:
 
   -   Common stock, $ 0.001 par value: 100,000,000 shares authorized;
       5,000,000 shares issued and outstanding;
 
   -   Preferred stock, $ 0.001 par value: 20,000,000 shares authorized; but
       none issued and outstanding.


NOTE 5 - DUE TO STOCKHOLDER

Since September 12, 2007, South Beach Live, Inc., the sole stockholder, has made advances to the Company for certain professional expenses while the Company is in the development stage.  Amounts advanced to the Company totaled $21,016 and $21,016 at March 31, 2011 and December 31, 2010, respectively.



 






 
F-7
 
 
 
ITEM 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations Plan of Operation

The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for- assets exchange (the "business combination"). In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.

The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance. However, if the Company cannot effect a non-cash acquisition, the Company may have to raise funds from a private offering of its securities under Rule 506 of Regulation D. There is no assurance the Company would obtain any such equity funding.

The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings.

Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.

Results of Operation

The Company did not have any operating income for the three months ended March 31, 2011 and 2010.

The Company incurred $3,275 of general and administrative expenses in the three months ended March 31, 2011 versus $2,683 in the three months ended March 31, 2010.  The expenses are related to accounting, auditing and filing costs.

 
 
 

 
10
 
 
 
Since inception, (February 16, 2007) through March 31, 2011, total general administrative costs were $22,773.  General and administrative expenses incurred since inception are primarily due to audit, accounting and other professional fees.
 
Liquidity and Capital Resources

At March 31, 2011, the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.

Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.

The Company and our shareholders will supervise the search for target companies as potential candidates for a business combination. The Company and our shareholders may pay as their own expenses any costs incurred in supervising the search for a target company. The Company and our shareholders may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants.


ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
 
Not applicable.
 

ITEM 4. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2011.  This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are not effective.
 
Based upon an evaluation conducted for the period ended March 31, 2011, our Chief Executive and Chief Financial Officer as of March 31, 2011 and as of the date of this Report, has concluded that as of the end of the periods covered by this report, we have identified the following material weakness of our internal controls:
 
 -
 Reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transaction.
 -
 Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.
 
In order to remedy our existing internal control deficiencies, as our finances allow, we will hire additional accounting staff.
 
Changes in Internal Control over Financial Reporting
 
We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-Q that has materially affected, or its reasonably likely to materially affect, our internal control over financial reporting.
 
 
 
 
11
 
 
 
PART II

Item 1.     Legal Proceedings.

The Company is currently not a party to any pending legal proceedings and no such action by or to the best of its knowledge, against the Company has been threatened.

Item 2.     Changes in Securities.

None

Item 3.     Defaults Upon Senior Securities.

None

Item 4.     Removed and Reserved

Item 5.     Change in Control of Registrant

No changes in the three or three months ended March 31, 2011.

Item 6.      Exhibits and Reports of Form 8-K.

(a)Exhibits
   
31.1
 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002
   
32.1
 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002
 
(b)Reports of Form 8-K

No form 8-K’s were filed in the three month period ended March 31, 2011.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Dated: May 13, 2011
 
SubMicron Technologies, Inc.
 
By: /s/ Charles Stidham
Charles Stidham
President
 
 
 
12
 
 
 

JAG MEDIA GROUP, INC. Reports