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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2011

¨ 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: 333-174240
 
Development Capital Group, Inc.
(Exact name of Registrant as specified in its charter)
 
Florida
 
27-3746561
(State of incorporation)
 
(IRS Employer ID Number)
 
6029 Paseo Acampo Carlsbad, California 92009
(Address of principal executive offices)
 
(760) 840-9409
(Registrant’s telephone number)
 
Not Applicable
(Former name, former address and former fiscal year, if changed 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. Yes x    No ¨
 
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 (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   o Yes  o No

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

Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
(Do not check if a smaller reporting company)
   

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of December 31, 2011, and as of February 10, 2012,  there were 11,320,000 shares of common stock, par value $0.001 per share outstanding.
 


 
 

 
TABLE OF CONTENTS
 
        Page  
  PART I        
           
Item 1. Financial Statements Unaudited December 31, 2011 and Audited March 31, 2011      F-1  
           
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
     3  
           
Item 3. Quantitative and Qualitative Disclosures About Market Risk     5  
           
Item 4(T). Controls and Procedures     5  
           
 
PART II
       
           
Item 1.
Legal Proceedings
   
6
 
           
Item 1A.
Risk Factors
   
6
 
           
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
   
6
 
           
Item 3.
Defaults Upon Senior Securities
   
6
 
           
Item 4.
Submission of Matters to a Vote of Security Holders
   
6
 
           
Item 5.
Other Information
   
6
 
           
Item 6.
Exhibits
   
7
 
           
 
Signatures
   
8
 
 
 
2

 
 
PART I
 
FINANCIAL INFORMATION

Item 1. Financial Statements.
 
TABLE OF CONTENTS

 
Condensed Financial Statements:   PAGE  
       
Condensed Balance Sheets at December 2011     F-2  
         
Condensed Statements of Operations for the Nine Months ended December 31, 2011 and for the Period from September 27, 2010 (Inception) to December 31, 2011     F-3  
         
Condensed Statements of Stockholders’ Equity from September 27, 2010 (Inception) to December 31, 2011     F-4  
         
Condensed Statements of Cash Flows for the Nine Months ended December 31, 2011 and for the Period from September 27, 2010 (Inception) to December 31, 2011     F-5  
         
Notes to Condensed Financial Statements     F-6  
 
 
F-1

 
                                                                         
DEVELOPMENT CAPITAL GROUP, INC. (A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
AT MARCH 31, 2011 AND DECEMBER 31, 2011

ASSETS
           
   
March 31, 2011
   
December 31, 2011
 
             
Current assets:
           
Cash and cash equivalents
  $ 16.930     $ 57,489  
Deposits
  $ -     $ -  
Total assets
  $ 16,930     $ 57,489  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Commitments and contingencies
               
                 
Stockholders' equity:
               
Common stock, $0.001 par value; 490,000,000 shares
               
  authorized; 11,320,000 shares issued and outstanding
  $ 11,220     $ 11,320  
Additional paid in capital
    44,880     $ 44,880  
Deficit accumulated during the development stage
    (39,170 )   $ 1,289  
Total stockholders' equity
    16,930     $ 57,489  
                 
Total liabilities and stockholders' equity
  $ 16,930     $ 57,489  
 
 
F-2

 
 
DEVELOPMENT CAPITAL GROUP, INC. (A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2011 AND
FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION) TO DECEMBER 31, 2011
 
   
Period Nine
Months Ended
December 31, 2011
   
Period from September 27, 2010 (Inception) to
December 31, 2011
 
             
Commissions revenue
    208,775       211,505  
                 
Operating expenses:
               
Compensation expense
    134,972       165,772  
Professional fees
    15,897       26,997  
General and administrative
    17,447       17,447  
Total operating expenses
    168,316       210,216  
                 
Net income (loss) from operations before income taxes
    40,459       1,289  
Issuance of Stock for Services
    100       100  
Income tax
    -       -  
                 
Net income (loss)
    40,559        1,389  
                 
Gain  per common share
    0. 0036       0 ,0001  
                 
Weights average of shares outstanding
    11,320,000       11,320,000  
 
 
F-3

 
 
DEVELOPMENT CAPITAL GROUP, INC. (A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
FROM SEPTEMBER 27, 2010 (INCEPTION) TO DECEMBER 31, 2011
 
               
Deficit
       
               
Accumulated
       
         
Additional
   
During the
   
Total
 
   
Common Stock
   
Paid in
   
Development
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Stage
   
Equity
 
                               
Balance, September 27, 2010 (Inception)
   
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                         
Sale of common stock
   
10,200,000
     
10,200
     
10,000
     
-
     
20,200
 
                                         
Share-based compensation
   
-
     
-
     
30,800
     
-
     
30,800
 
                                         
Issuance of common stock for services
   
1,020,000
     
1,020
     
4,080
     
-
     
5,100
 
                                         
Net loss
   
-
     
-
     
-
     
(39,170
)
   
(39,170
)
                                         
Balance, March 31, 2011
   
11,220,000
     
11,220
     
44,880
     
(39,170
)
   
16,930
 
                                         
Net income
   
-
     
-
     
-
     
14,402
     
14,402
 
                                         
Balance, June 30, 2011
   
11,220,000
     
11,220
     
44,880
     
(24,768
)
   
31,332
 
                                         
Net income
   
-
     
-
     
-
     
9,617
     
9,617
 
                                         
Balance, September 30, 2011
 
 
11,220,000
   
 
11,220
   
 
44,880
   
 
(15,151
)
 
 
40,949
 
                                         
Net income
           
-
     
-
     
  16,440
     
16,440
 
                                         
 Issuance of common stock for services         100,000        100       -       -            100  
                                         
Balance, December 31, 2011         11,320,000        11,320       44,880        1,289       57,489  
 
 
F-4

 
 
DEVELOPMENT CAPITAL GROUP, INC. (A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED DECEMBER 31, 2011
AND FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION) TO DECEMBER 31, 2011
 
   
Nine Months Ended
December 31, 2011
   
Period from September 27, 2010 (Inception) to
December 31, 2011
 
Cash flows from operating activities:
           
Net income (loss)
  $ 40,459     $ 1,289  
Adjustments to reconcile net income (loss) to
               
   net cash provided by (used in) operating activities
               
Issuance of stock for services
    100       5,200  
Share-based compensation
    -       30,800  
Increase in deposits
    -       -  
Net cash provided by operating activities
    40,559       37,289  
                 
Cash flows from investing activities:
    -       -  
Cash flows from financing activities:
               
Proceeds from sale of common stock
    -       20,200  
Net cash provided by financing activities
    -       20,200  
                 
Net increase in cash and cash equivalents
    40,559       57,489  
                 
Cash and cash equivalents, beginning of period
    16,930       -  
                 
Cash and cash equivalents, end of period
  $ 57,489     $ 57,489  
                 
Supplemental disclosure of cash flow information:
               
Cash paid for interest
  $ -     $ -  
Cash paid for taxes
  $ -     $ -  
    $ (0 )   $ (0 )
 
 
F-5

 
 
DEVELOPMENT CAPITAL GROUP, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

 
NOTE 1 – DESCRIPTION OF BUSINESS

Development Capital Group, Inc. (the "Company") was incorporated under the laws of the State of Florida on September 27, 2010. The Company provides transportation and logistics services for a wide range of manufacturing, industrial and retail customers. The Company is a development-stage enterprise company and its planned principal activities are to provide freight, logistics, truckload and other services for investors and truck owners.
 
As a development-stage enterprise, the Company had limited operating revenues through December 31, 2011. Recorded revenues were generated from commissions earned through contracted freight services. The Company is currently devoting substantially all of its present efforts to securing and establishing a new business.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Use of estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from these estimates.

Revenue recognition
The Company recognizes revenue when it is realized or realizable and earned. Revenue is considered realized and earned when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; fees to the customer are fixed or determinable; and collection of the resulting receivable is reasonably assured.

Cash equivalents
The Company considers all highly liquid instruments purchased with maturity of three months or less from the time of purchase to be cash equivalents.

Income Taxes
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and tax basis of assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settle. Deferred taxes are also recognized for operating losses that are available to offset future taxable income and tax credits that are available to offset future federal income taxes.

Long-Lived Assets
The Company will review its long-lived assets and certain identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, management will perform an analysis of the anticipated undiscounted future net cash flow of the individual assets over the remaining amortization period. The Company will recognize an impairment loss if the carrying value of the asset exceeds the expected future cash flows.

Revenues
Revenues from inception to December 31, 2011 ($211,505).
 
 
F-6

 
 
DEVELOPMENT CAPITAL GROUP, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents approximate their fair values due to their short-term nature.
 
NOTE 4 – CONCENTRATION OF CREDIT RISK
 
The Company maintains cash balances at a financial institution in Florida. The balance, at any given time, may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits of $250,000 per institution. The Company’s cash balances at December 31, 2011 were within FDIC insured limits.
 
NOTE 5 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of its business. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any other pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.
 
NOTE 6 – STOCKHOLDERS’ EQUITY
 
From the Company’s inception on September 27, 2010 through December 31, 2011, the Company has issued 11,320,000 shares of common stock with a $0.001 par value, inclusive of 8,000,000 shares issued to the Company founders and 1,120,000 shares issued to third parties for services. The financial statements include a non-cash compensation charge of $30,800, representing the difference between the market price of the shares and the price paid by the founders.
 
 
F-7

 

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

As used in this Form 10-Q, references to the Company,” “we,” “our” or “us” refer to Development Capital Group, Inc. a Florida Corporation unless the context otherwise indicates.

Forward-Looking Statements
 
The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the Report). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, should, expects, plans, anticipates, believes, estimates, predicts, potential or continue or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industrys actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
 
For a description of such risks and uncertainties, refer to our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 29, 2011, and declared effective on September 2, 2011. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
 
Business Overview.

We are a liaison between our customers who are in need of transportation services for their cargo and transportation needs and providers who will deliver our customers cargo. We match our customers with transportation providers who provide shipping by truckload and less than truckload within the United States based upon delivery requirements, transportation routes, type of shipment, equipment requirements, shipment size and price. Our prices are determined on a shipment-by-shipment basis to accommodate our customers needs based on the transportation provider selection, size and type of shipment, distance and route. We do not own transportation vehicles or equipment used to transport freight, including trucks and/or trailers.
 
Results of Operations For the three months ending September 30, 2011 compared to the three months ending December 31, 2011.

Revenues
 
Since our September 27, 2010 inception through December 31, 2011, we generated revenues of $211,505. We generated revenues for the three month period ending September 30, 2011 of $101,164 and $81,568 for the three-month periods ending December 31, 2011
 
 
3

 

Total operating expenses
 
During the three month periods ending December 31, 2011 and September 30, 2011, total operating expenses were $65,129 and $91,547. From our September 27, 2010 inception through December 31, 2011, our operating expenses were $210,216 include share-based compensation $30,800. We decrease the general and administrative expenses between the periods September 30, 2011 and December 31, 2011 to $6,411. In a previous quarter these expenses were $7,645.Also we decrease our compensation expense from 79,074 for the second quarter to $ 55,898 in third quarter.  Since our inception through December 31, 2011 our compensation expense was $165,772.
 
Net Profit/Loss
 
During the three-month periods ending December 31, 2011 we had a profit $16,440 and September 30, 2011,   $9,617, respectively.

Going Concern Consideration
 
Our auditor's report in our March 31, 2011 consolidated financial statements for our fiscal year ending March 31, 2011 expressed an opinion that our capital resources as of March 31, 2011, were
insufficient to sustain operations. Our last three quarters reflect net profit and our capital resources are adequate at December 31, 2011.

Liquidity and Capital Resources
 
As of September 30, 2011 and December 31, 2011, we had cash of $22,132 and $40,949 respectively. Cash provided by financing activities for the three-month periods ending September 30, 2011, and December 31, 2011.
 
Off Balance Sheet Arrangements
 
We do not have any 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 are material to investors.
 
 
4

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 4. Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

Changes in Internal Control Over Financial Reporting.
 
There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 240.15d-15 that occurred during the Company’s last fiscal quarter that has materially affected, or is reasonable likely to materially affect, the Company internal control over financial reporting.
 
 
5

 

PART II
OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings in which we are a party or in which any of our directors, officers or affiliates, any owner of record or beneficiary of more than 5% of any class of our voting securities is a party adverse to us or has a material interest adverse to us. Our property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors

Because we are classified as a Smaller Reporting Company under the federal securities laws, we are not required to include risk factors in this Form 10-Q; however, please note risk factors included in our S-1 Registration Statement.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
None.

Purchases of equity securities by the issuer and affiliated purchasers
 
None.

Use of Proceeds
 
None

Item 3. Defaults Upon Senior Securities.
 
None.

Item 4. Submission of Matters to a Vote of Security Holders.
 
None

Item 5. Other Information.

None.
 
 
6

 

Item 6. Exhibits

Exhibit No.
 
Description
     
31.1
 
Rule 13a-14(a)/15d14(a) Certifications of Andriy Korobkin, the President, Chief Executive Officer and Director (attached hereto)
     
31.2
 
Rule 13a-14(a)/15d14(a) Certifications of Viktoriya Korobkin, the Chief Financial Officer (attached hereto)
     
32.1
 
Section 1350 Certifications of Andriy Korobkin, the President, Chief Executive Officer and Director(attached hereto)
     
32.2
 
Section 1350 Certifications of Vikoriya Korobkin Chief Financial Officer, (attached hereto)
 
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document
____________
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
7

 

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.
 
 
Development Capital Group, Inc.
 
       
Dated: February 13 , 2012
By:
 
   
Andriy Korobkin,
 
    President, CEO  
 
 
8