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EX-31.1 - CERTIFICATION - Blue Line Protection Group, Inc.egrv_ex311.htm
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EX-32 - CERTIFICATION - Blue Line Protection Group, Inc.egrv_ex32.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: September 30, 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: 000-52942

 

THE ENGRAVING MASTERS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

20-5543728

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

3717 W. Woodside, Spokane, WA

99208

(Address of principal executive offices)

(Zip Code)

 

 

(509) 599-2728

(Registrant's telephone number, including area code)

 

________________

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


Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 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 during the preceding 12 months (or for such shorter period that ht registrant was required to submit and post such files).  Yes [   ]   No [X]


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)

Yes [X]   No [   ]


Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:


Common Stock, $0.001 par value

7,630,000 shares

(Class)

(Outstanding as at November 14, 2011)




THE ENGRAVING MASTERS, INC.


Table of Contents


 

Page

 

 

PART I - FINANCIAL INFORMATION

3

   Unaudited Financial Statements

3

       Balance Sheets

4

       Statements of Operations

5

       Statements of Cash Flows

6

       Notes to Financial Statements

7

   Management's Discussion and Analysis of Financial Condition and Results of Operations

10

   Controls and Procedures

11

PART II - OTHER INFORMATION

12

   Exhibits and Reports on Form 8-K

12

SIGNATURES

13

















PART I - FINANCIAL INFORMATION


Unaudited Financial Statements


The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission").  While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company's December 31, 2010, Annual Report on Form 10-K previously filed with the Commission on March 30, 2011.



























3





The Engraving Masters, Inc.

(A Development Stage Company)

Balance Sheets


   

September 30,

 

December 31,

 

2011

 

2010

 

(unaudited)

 

(audited)

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

   Cash

$                 790

 

$                 191

      Total current assets

790

 

191

 

 

 

 

Fixed assets, net

-

 

242

 

 

 

 

Total assets

$                 790

 

$                 433

 

 

 

 

Liabilities and Stockholders’ Equity(Deficit)

 

 

 

 

 

 

 

Current liabilities:

 

 

 

   Accounts payable

$                      -

 

$                      -

   Note payable

2,000

 

-

      Total current liabilities

2,000

 

-

 

 

 

 

Total liabilities

2,000

 

-

 

 

 

 

Stockholders’ equity(deficit)

 

 

 

    Preferred stock, $0.001 par value, 100,000,000 shares

 

 

 

      authorized, no shares issued and outstanding

-

 

-

    Common stock, $0.001 par value, 100,000,000 shares

 

 

 

      authorized, 7,630,000 shares issued and outstanding

 

 

 

      as of 9/30/11 and 12/31/10

7,630

 

7,630

   Additional paid-in capital

59,645

 

49,645

   Deficit accumulated during development stage

(68,485)

 

(56,842)

   Total stockholders’ equity(deficit)

(1,210)

 

433

 

 

 

 

Total liabilities and stockholders’ equity(deficit)

$                 790

 

$                 433




The accompanying notes are an integral part of these financial statements.




4




The Engraving Masters, Inc.

(A Development Stage Company)

Statements of Operations

(Unaudited)


 

Three Months Ended

Nine Months Ended

Inception

 

September 30,

September 30,

(September 11, 2006) to

 

2011

2010

2011

2010

September 30, 2011

 

 

 

 

 

 

Revenue

$              -

$              -

$                -

$              -

$                        -

 

 

 

 

 

 

Expenses:

 

 

 

 

 

   Depreciation expense

-

127

242

380

1,521

   General and administrative expenses

3,056

2,553

11,401

9,818

66,964

      Total expenses

3,056

2,680

11,643

10,198

68,485

 

 

 

 

 

 

Loss before provision for income taxes

(3,056)

(2,680)

(11,643)

(10,198)

(68,485)

 

 

 

 

 

 

Provision for income taxes

-

-

-

-

-

 

 

 

 

 

 

Net loss

$    (3,056)

$    (2,680)

$    (11,643)

$  (10,198)

$             (68,485)

 

 

 

 

 

 

Weighted average number of

 

 

 

 

 

   common shares outstanding - basic

7,630,000

7,630,000

7,630,000

7,630,000

 

 

 

 

 

 

 

Net loss per share - basic

$      (0.00)

$      (0.00)

$        (0.00)

$      (0.00)

 









The accompanying notes are an integral part of these financial statements.





5




The Engraving Masters, Inc.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)


 

For the nine months ended

 

Inception

 

September 30,

 

(September 11, 2006) to

 

2011

 

2010

 

September 30, 2011

Operating activities

 

 

 

 

 

Net loss

$         (11,643)

 

$          (10,198)

 

$                           (68,485)

Adjustments to reconcile net loss to

 

 

 

 

 

  net cash used by operating activities:

 

 

 

 

 

      Depreciation

242

 

380

 

1,521

Changes in operating assets and liabilities:

 

 

 

 

 

      Increase in accounts payable

-

 

-

 

-

Net cash used by operating activities

(11,401)

 

(9,818)

 

(66,964)

 

 

 

 

 

 

Investing activities

 

 

 

 

 

   Purchase of fixed assets

-

 

-

 

(1,521)

Net cash used by investing activities

-

 

-

 

(1,521)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

   Proceeds from notes payable

2,000

 

-

 

2,000

   Donated capital

10,000

 

10,000

 

25,175

   Issuances of common stock

-

 

-

 

42,100

Net cash provided by financing activities

12,000

 

10,000

 

69,275

 

 

 

 

 

 

Net increase in cash

599

 

182

 

790

Cash - beginning of the period

191

 

553

 

-

Cash - end of the period

$                790

 

$            735

 

$                                  790













The accompanying notes are an integral part of these financial statements.




6




The Engraving Masters, Inc.

(A Development Stage Company)

Notes to Financial Statements

Unaudited


Note 1 - Basis of presentation


The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.


These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2010 and notes thereto included in the Company's annual report on Form 10-K.  The Company follows the same accounting policies in the preparation of interim reports.


Results of operations for the interim periods are not indicative of annual results.


Note 2 - History and organization of the company


The Company was organized September 11, 2006 (Date of Inception) under the laws of the State of Nevada, as The Engraving Masters, Inc.  The Company is authorized to issue up to 100,000,000 shares of its common stock and 100,000,000 shares of preferred stock, each with a par value of $0.001 per share.


The business of the Company is to sell engraved awards and collectibles via the Internet.  The Company has limited operations and in accordance with FASB ASC 915-10, “Development Stage Entities,” the Company is considered a development stage company.  


Note 3 - Going concern


The Company’s financial statements are prepared using generally accepted accounting principles 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 Company had an accumulated deficit of $68,485. 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.


In order to continue as a going concern, the Company will need, among other things, additional capital resources.  The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital.  The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing.  There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.


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. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.







7




The Engraving Masters, Inc.

(A Development Stage Company)

Notes to Financial Statements

Unaudited


Note 4 - Accounting Policies and Procedures


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 revenue and expenses during the reporting period.  Actual results could differ from those estimates.


Revenue recognition

The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the amount of fees to be paid by the customer is fixed or determinable; (3) the product has been provided to the customer; and (4) the collection of our fees is probable.  The Company will record revenue when it is realizable and earned and the product has been shipped to the customer.


Loss per share

Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”.  Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period.  Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company had no dilutive common stock equivalents, such as stock options or warrants as of September 30, 2011.


Recent Accounting Pronouncements

The Company has evaluated the recent accounting pronouncements through ASU 2011-07 and believes that none of them will have a material effect on the company’s financial statements.


Note 5 - Fixed assets


Fixed assets as of September 30, 2011 and 2010, consisted of the following:


 

September 30,

 

2011

2010

Computer equipment

$         1,521

$         1,521

 

 

 

Accumulated depreciation

(1,521)

(1,152)

 

$                0

$            369


During the three and nine months ended September 30, 2011 and 2010, the Company recorded depreciation expense of $0 and $127 and $242 and $380, respectively.


Note 6 - Debt and interest expense


Through September 30, 2011, a non-affiliated third-party loaned the Company an aggregate of $2,000 in cash.  The note bears no interest and is due upon demand.  







8




The Engraving Masters, Inc.

(A Development Stage Company)

Notes to Financial Statements

Unaudited


Note 7 - Stockholders’ equity


The Company is authorized to issue 100,000,000 shares of $0.001 par value common stock and 100,000,000 shares of $0.001 par value preferred stock.


During the nine months ended September 30, 2011, an officer and director of the Company donated cash in the amount of $10,000.  The entire amount is considered to be additional paid-in capital.


As of September 30, 2011, there have been no other issuances of common stock.


Note 8 - Warrants and options


As of September 30, 2011, there were no warrants or options outstanding to acquire any additional shares of common stock.


Note 9 - Related party transactions


Through September 30, 2011, an officer and director of the Company donated cash in the amount of $25,175.  The entire amount is considered to be additional paid-in capital.


The Company does not lease or rent any property.  Office services are provided without charge by an officer and director of the Company.  Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.  The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests.  The Company has not formulated a policy for the resolution of such conflicts.












9




Management's Discussion and Analysis of Financial Condition and Results of Operations


Forward-Looking Statements


This Quarterly Report contains forward-looking statements about The Engraving Masters, Inc.’s business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available.  We can give no assurance that the expectations indicated by such forward-looking statements will be realized.  If any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, The Engraving Master’s actual results may differ materially from those indicated by the forward-looking statements.


The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.


There may be other risks and circumstances that management may be unable to predict.  When used in this Quarterly Report, words such as,  "believes,"  "expects," "intends,"  "plans,"  "anticipates,"  "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.


Management’s Discussion and Results of Operation


We are an online retailer of engraved products and awards, consisting of trophies, plaques, medals, statuettes and other recognition awards capable of being engraved with various congratulatory or personal phrases, for the purpose of recognizing achievements in sports, academics or other celebrations.  Since our inception, we have worked with the singular goal of executing our business plan and establishing a base of operations.  Unfortunately, we generated no revenues in any period since our inception.  We have no sources of revenues and cannot forecast the amount, if any, of revenues we will generate for the foreseeable future.


In the execution of our business, we incur depreciation expense related to our computer equipment, as well as various general and administrative costs.  General and administrative expenses mainly consist of office expenditures and accounting and legal fees.  During the three months ended September 30, 2011, our expenses of $3,056 consisting solely of in general and administrative expenses.  In the comparable three month period ended September 30, 2010, we incurred $2,680 in total expenses, consisting of $127 in depreciation expense and $2,553 in general and administrative expenses.  


During the nine months ended September 30, 2011, total expenses were $11,643 which consisted of $242 in depreciation expense and $11,401 in general and administrative expenses.  Comparatively, in the nine months ended September 30, 2010, total expenses were $10,198 of which $380 was attributed to depreciation expense and $9,818 to general and administrative costs.  The increase in fees year-over-year is primarily attributed to increased accounting and professional fees related to fulfilling our public reporting requirements.  Aggregate operating expenses from our inception on September 11, 2006 through September 30, 2011 were $68,485, of which $1,521 is related to depreciation expense and $66,964 in general and administrative expenses.  No development related expenses have been or will be paid to our affiliates.  We expect to continue to incur general and administrative expenses for the foreseeable future, although we cannot estimate the extent of these costs.


As a result of our minimal level of revenues and incurring ongoing expenses related to the implementation of our business, we have experienced net losses in all periods since our inception on September 11, 2006.  In the three months ended September 30, 2011, our net loss totaled $3,056, compared to a net loss of $2,680 in the comparable three month period ended September 30, 2010.  For the nine month periods ended September 30, 2011 and 2010, our net loss was $11,643 and $10,198, respectively.  Since our inception, we have accumulated net losses in the amount of $68,485.  We anticipate incurring ongoing operating losses and cannot predict when, if at all, we may expect these losses to plateau or narrow.  We have not been profitable from our inception through the period ended September 30, 2011.  There is significant uncertainty projecting future profitability due to our history of losses, lack of revenues, and due to our reliance on the performance of third parties on which we have no direct control.  




10




Generating sales in the next 12 months is important to support our business.  In order for us to achieve profitability and support our planned ongoing operations, we estimate that we must begin generating a minimum of $25,000 in sales in the next 12 months.  However, we cannot guarantee that we will generate any sales, let alone achieve that target.  As of the date of this quarterly report, we are a development stage company with no revenues and a limited operational history.  We have a website located at www.engravingmasters.com to serve as our sole method of attracting customers and generating sales.  We intend to operate solely as an online company.  All sales are expected to be realized through our website.  To date, we have not received any orders via the website.  


Our management believes that most organizations are postponing or suspending purchasing engraved award products, such as we sell.  As a result, we have decided to delay all marketing and promotional efforts.  We intended to implement search engine placement and keyword submission optimization services to increase the visibility of our website.  To date, we have not developed or implemented any marketing strategy.  


As of September 30, 2011, we had $790 of cash on hand, which our management believes these funds are not sufficient to implement our planned strategies and establish a base of operations over the next 12 months.  Our management expects that we will experience net cash out-flows for the fiscal year 2011, given the developmental nature of our business.  We cannot predict the stability of current or projected overhead or that we will generate sufficient revenues to maintain our operations without the need for additional capital.  Our management believes we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern.  There are no formal or informal agreements to attain such financing.  We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.  As such, our principal accountants have expressed substantial doubt about our ability to continue as a going concern because we have limited operations and have not fully commenced planned principal operations.  If our business fails, our investors may face a complete loss of their investment.  


Our management does not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our current officers appear sufficient at this time.  Our officers work for us on a part-time basis, and are prepared to devote additional time, as necessary.  We do not expect to hire any additional employees over the next 12 months.  


No development related expenses have been or will be paid to our affiliates.


Our management does not expect to incur research and development costs.


We do not have any off-balance sheet arrangements.


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


We have not paid for expenses on behalf of our directors. Additionally, we believe that this fact shall not materially change.


We currently do not have any material contracts and or affiliations with third parties.


Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures


As of September 30, 2011, our management, with the participation of our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, 2011, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such material information is accumulated by and communicated to our management, including our President and Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.




11




Changes in internal controls over financial reporting  


There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 


PART II - OTHER INFORMATION

 

Exhibits and Reports on Form 8-K


Exhibit Number

Name and/or Identification of Exhibit

 

 

3

Articles of Incorporation & By-Laws

 

 

 

(a) Articles of Incorporation *

 

 

 

(b) By-Laws *

 

 

31

Rule 13a-14(a)/15d-14(a) Certifications

 

 

 

(a) David Uddman

 

 

 

(b) Jolene Uddman

 

 

32

Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)

 

 

*  Incorporated by reference herein filed as exhibits to the Company’s Registration Statement on Form 10 previously filed with the SEC on November 28, 2007, and subsequent amendments made thereto.
















12




SIGNATURES


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


THE ENGRAVING MASTERS, INC.

(Registrant)

 

Signature

Title

Date

 

 

 

/s/ David Uddman

President and

November 14, 2011

David Uddman

Chief Executive Officer

 

 

 

 

/s/ Jolene Uddman

Chief Financial Officer

November 14, 2011

Jolene Uddman

 

 

 

 

 

/s/ Jolene Uddman

Chief Accounting Officer

November 14, 2011

Jolene Uddman

 

 









 

 

 


 










13