Attached files
file | filename |
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EX-31 - SILICON SOUTH INC | exhibit312.htm |
EX-31 - SILICON SOUTH INC | exhibit311.htm |
EX-32 - SILICON SOUTH INC | exhibit322.htm |
EX-32 - SILICON SOUTH INC | exhibit321.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 March 31, 2011
or
. 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: 000-51906
SILICON SOUTH, INC.
(Exact name of registrant as specified in its charter)
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Nevada | 77-0458478 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Suite 1500 - 701 West Georgia Street |
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Vancouver, B.C. | V7Y 1C6 |
(Address of principal executive offices) | (Zip Code) |
604-601-8503
(Registrants telephone number, including area code)
9160 Diamond Road, Richmond, BD, Canada V7E 1P3 |
(Former name, former address, and former fiscal year, if change 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. X . Yes . No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 X . 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 .
Accelerated filer .
Non-accelerated filer . (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 Exchange Act).
1
. Yes X . No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. . Yes . No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of May 20, 2011: 47,315,500
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2011 and 2010, and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the Securities and Exchange Commission on May 20, 2011.
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SILICON SOUTH, INC.
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2011
PAGE | |
CONSOLIDATED BALANCE SHEETS | 5 |
CONSOLIDATED STATEMENTS OF OPERATIONS | 6 |
CONSOLIDATED STATEMENTS OF CASH FLOWS | 7 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 8 - 9 |
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SILICON SOUTH, INC. | |||||||
(A Development Stage Company) | |||||||
Consolidated Balance Sheets | |||||||
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ASSETS | |||||||
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| March 31, |
| December 31, | |
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| 2011 |
| 2010 | |
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| (Unaudited) |
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CURRENT ASSETS |
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| Cash |
| $ 60,087 |
| $ 143,186 | ||
| Restricted cash | 1,000,000 |
| 1,000,000 | |||
| Other current assets | 9,523 |
| 2,549 | |||
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TOTAL ASSETS | $ 1,069,610 |
| $ 1,145,735 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
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CURRENT LIABILITIES |
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| Accounts payable | $ 27,100 |
| $ 37,144 | |||
| Due to related parties | 164,934 |
| 162,843 | |||
| Promissory notes, net of discounts | 194,443 |
| 188,946 | |||
| Subscriptions received | 1,000,000 |
| 1,000,000 | |||
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TOTAL LIABILITIES | 1,386,477 |
| 1,388,933 | ||||
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STOCKHOLDERS' EQUITY (DEFICIT) |
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| Capital Stock |
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| Authorized: |
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| 50,000,000 common shares, $0.001 par value |
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| Common stock |
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| 47,315,500 common shares issued and outstanding |
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| on March 31, 2011 and December 31, 2010 respectively | 47,316 |
| 47,316 | |
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| Additional paid-in capital | 357,745 |
| 357,745 | ||
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| Accumulated other comprehensive income | (708) |
| (27,425) | ||
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| Accumulated deficit | (721,220) |
| (620,834) | ||
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| Total Stockholders' Equity Deficit | (316,867) |
| (243,198) | |||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 1,069,610 |
| $ 1,145,735 | ||||
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- The accompanying notes are an integral part of these financial statements - |
SILICON SOUTH, INC. | ||||||
(A Development Stage Company) | ||||||
Consolidated Statements of Operations | ||||||
(Unaudited) | ||||||
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| Cumulative from |
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| For the Three |
| For the Three |
| Inception |
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| Months Ended |
| Months Ended |
| Through |
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| March 31, |
| March 31, |
| March 31, |
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| 2011 |
| 2010 |
| 2011 |
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REVENUES | $ - |
| $ - |
| $ - | |
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OPERATING EXPENSES |
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| Salaries and wages | - |
| - |
| 251,854 |
| Consulting and professional fees | 40,862 |
| 961 |
| 248,635 |
| General and administrative | 22,828 |
| 9,202 |
| 180,859 |
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Total Operating Expenses | 63,690 |
| 10,163 |
| 681,348 | |
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OPERATING LOSS | (63,690) |
| (10,163) |
| (681,348) | |
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OTHER INCOME (EXPENSE) |
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| Interest expense | (5,497) |
| - |
| (8,673) |
| Loss on foreign currency transactions | (31,199) |
| - |
| (31,199) |
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Total Other Income (Expense) | (36,696) |
| - |
| (39,872) | |
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NET LOSS | $ (100,386) |
| $ (10,163) |
| $ (721,220) | |
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OTHER COMPREHENSIVE INCOME (LOSS) |
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| Foreign currency translation adjustment | 26,717 |
| (216) |
| (708) |
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TOTAL COMPREHENSIVE LOSS | $ (73,669) |
| $ (10,379) |
| $ (721,928) | |
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PER SHARE DATA: |
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| Basic and diluted (loss) per share | $ (0.00) |
| $ (0.00) |
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| Weighted average number of |
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| shares outstanding | 47,315,500 |
| 40,000,000 |
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- The accompanying notes are an integral part of these financial statements - |
SILICON SOUTH, INC. | |||||||
(A Development Stage Company) | |||||||
Statements of Cash Flows | |||||||
(Unaudited) | |||||||
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| Cumulative from |
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| For the Three |
| For the Three |
| Inception |
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| Months Ended |
| Months Ended |
| Through |
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| March 31, 2011 |
| March 31, 2010 |
| March 31, 2011 |
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OPERATING ACTIVITIES |
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| Net loss | $ (100,386) |
| $ (10,163) |
| $ (721,220) | |
| Items not involving cash |
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| Amortization of discount on promissory notes | 5,497 |
| - |
| 8,673 |
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| Expenses paid by related parties | (2,287) |
| - |
| 578,911 |
| Adjustments to reconcile net loss |
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| to cash used in operating activities: |
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| Restricted cash | - |
| - |
| (1,000,000) |
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| Other current assets | (6,805) |
| - |
| (9,354) |
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| Accounts payable | (10,044) |
| 10,379 |
| (2,899) |
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| Net cash flows used in Operating Activites | (114,025) |
| 216 |
| (1,145,889) |
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INVESTING ACTIVITIES | - |
| - |
| - | ||
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FINANCING ACTIVITIES |
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| Proceeds from option exercise | - |
| - |
| 2,475 | |
| Promissory note | - |
| - |
| 200,000 | |
| Subscriptions received | - |
| - |
| 1,000,000 | |
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| Net cash flows provided by financing activities | - |
| - |
| 1,202,475 |
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EFFECT OF EXCHANGE RATES ON CASH | 30,926 |
| (216) |
| 3,501 | ||
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NET CHANGE IN CASH | (83,099) |
| - |
| 60,087 | ||
CASH AT BEGINNING OF PERIOD | 143,186 |
| - |
| - | ||
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CASH AT END OF PERIOD | $ 60,087 |
| $ - |
| $ 60,087 | ||
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| Supplemental Cash Flow Disclosures: |
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| Cash paid for Interest | $ - |
| $ - |
| $ - |
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| Cash paid for Income Taxes | $ - |
| $ - |
| $ - |
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| Non-Cash Investing and Financing Activities: |
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| Common stock issued for debt | $ - |
| $ - |
| $ 518,356 |
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| Common stock issued in reverse merger | $ - |
| $ - |
| $ (130,000) |
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- The accompanying notes are an integral part of these financial statements - |
7
SILICON SOUTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2011
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated interim financial statements of Silicon South, Inc. (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year 2010 as reported in Form 10-K, have been condensed or omitted.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The Company has had no revenues and has generated an accumulated deficit of approximately $721,220 and $620,834 as of March 31, 2011 and December 31, 2010, respectively.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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NOTE 3 SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
Certain comparative figures have been reclassified to conform to the current periods presentation.
Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Companys financial position, or statements.
NOTE 4 RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2011 a private Nevada company wholly owned by two directors of the Company made net payments of $2,091 on behalf of the Company, which was added to the promissory note payable to the related party. As at March 31, 2011 the balance of the promissory note was $156,290, which is unsecured, non-interest bearing and repayable by December 31, 2011.
During the three months ended March 31, 2011, the Company paid total consulting fees of $15,000 to the President of the Company and consulting fees of $6,000 to the Chief Financial Officer of the Company. The transactions were in the normal course of operations and are recorded at their exchange amounts.
NOTE 5 PROMISSORY NOTES
On November 10, 2010 the Company issued a promissory note of $200,000, which is unsecured, non-interest bearing and payable by June 30, 2011. The promissory note was discounted at an imputed interest rate of 12 percent per annum. During the three months ended March 31, 2011 the Company recorded interest expense of $5,497.
NOTE 6 SUBSEQUENT EVENTS
In accordance with ASC 855, management evaluated subsequent events through the date these financial statements were issued and determined the Company had no additional material subsequent events to report.
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ITEM 2. PLAN OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENT NOTICE
This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as may, will, expect, believe, anticipate, estimate or continue or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.
Results of Operations
Three months ended March 31, 2011 compared to three months ended March 31, 2010
| Three Months Ended March 31, | |||
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| 2011 |
| 2010 |
Revenue | $ | Nil | $ | Nil |
Operating Expenses | $ | (63,690) | $ | (10,163) |
Interest expense | $ | (5,497) | $ | - |
Loss on foreign currency transactions | $ | (31,199) | $ | - |
Net Loss | $ | (100,386) | $ | (10,163) |
For the three months ended March 31, 2011 we recorded imputed interest expense of $5,497 on promissory note of $200,000 issued on November 10, 2010. During the three months ended March 31, 2010 we did not incur such interest expense.
Revenue
We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.
Operating Expenses
Our total expenses for the three months ended March 31, 2011 and 2010 are outlined in the table below:
| Three Months Ended March 31, | |||
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| 2011 |
| 2010 |
Consulting and professional fees | $ | 40,862 | $ | 961 |
General and administrative | $ | 22,828 | $ | 9,202 |
| $ | 63,690 | $ | 10,163 |
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General and administrative expenses and consulting and professional fees increased significantly from the three months ended March 31, 2010 to 2011 due to increased activities in 2011.
We had foreign exchange loss of $31,199 during the three months ended March 31, 2011, due to the depreciation of our current assets held in the U.S. dollar by our subsidiary China Wastewater, Inc., whose functional currency is Canadian dollar as a result of the depreciation of U.S. dollar against Canadian dollar.
Liquidity and Capital Resources
Working Capital
Cash Flows
| Three Months Ended March 31, | |||
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| 2011 |
| 2010 |
Cash Used in (from) Operating Activities | $ | (114,025) | $ | 216 |
Cash Used in Investing Activities | $ | Nil | $ | Nil |
Cash Provided by Financing Activities | $ | Nil | $ | Nil |
Effect of foreign exchange rates on cash | $ | 30,926 | $ | (216) |
Net Increase in Cash During the Period | $ | (83,099) | $ | Nil |
We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.
Contractual Obligations
As a smaller reporting company, we are not required to provide tabular disclosure obligations.
Going Concern
The accompanying financial statements have been prepared assuming that our company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2011, our company had a working capital deficit of $316,867 and an accumulated deficit of $721,220.
The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.
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These factors, among others, raise substantial doubt about our companys ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
We have identified certain accounting policies that are most important to the portrayal of our current financial condition and results of operations. Please refer to our Form 10-K for the year ended December 31, 2010 filed with the SEC for our critical accounting policies, from which there has been no change as of the date of this file.
Recent Accounting Pronouncements
During the period ended March 31, 2011 and subsequently, the Financial Accounting Standards Board (FASB) has issued a number of financial accounting standards, none of which did or are expected to have a material impact on our companys results of operations, financial position, or cash flows.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required by smaller reporting companies.
ITEM 4T. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term disclosure controls and procedures to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. 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 Securities Exchange Act of 1934 is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified. Our principal executive officer and principal financial officer also concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.
The management and board of directors strive to remedy the deficiencies by thoroughly reviewing the requirements for filings and the contents of filings. We have consulted accounting and legal experts on disclosure requirements for this filing. In addition, we are in the process of engaging financial and legal experts internally to ensure we will meet all future reporting and filing requirements.
Changes in Internal Control over Financial Reporting
There has been no change in the Company's internal control over financial reporting during the period ended March 31, 2011, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The Company did not sell or issue any securities during the period covered by this report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted during the period covered by this report to a vote of security holders.
ITEM 5. OTHER INFORMATION.
None
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.
(a)
The following exhibits are filed herewith:
31.1
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certifications 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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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.
SILICON SOUTH, INC.
By: /s/ Brian Hauff
Brian Hauff, Chief Executive Officer
Date: May 20, 2011
By: /s/ Shengfeng Wang___________________
Shengfeng Wang, Chief Financial Officer
Date: May 20, 2011
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