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EX-32.1 - CERTIFICATE - Cyberfort Software, Inc.gaia_ex32.htm
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EX-31.2 - CERTIFICATE - Cyberfort Software, Inc.gaia_ex312.htm
EX-31.1 - CERTIFICATE - Cyberfort Software, Inc.gaia_ex311.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

 

FORM 10-Q

____________________________


[X]  QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934


For the quarterly period ended December 31, 2011


[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _______________ to _______________

 

Commission File # 333-174894

 

GAIA REMEDIES, INC.

(Exact name of small business issuer as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

 

38-3832726

(IRS Employer Identification Number)


13140 70th Lane NE, Kirkland, Washington 98034

 (Address of principal executive offices)


(425) 224-2471

(Issuer’s telephone number)

Indicate by check mark whether the registrant(1) has filed all reports required 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 day. [X]  Yes    [  ] 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 []


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

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The issuer had 5,557,500 shares of common stock issued and outstanding as of February 7, 2012.






















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 PART I - FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS


GAIA REMEDIES, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

As of December 31, 2011 and March 31, 2011



ASSETS

December

31, 2011

(unaudited)

March 31,

2011

Current assets

 

 

 

 

  Cash

$

15,305

$

41,822

Total current assets

 

15,305

 

41,822

Total assets

$

15,305

$

41,822

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

Current liabilities

 

 

 

 

  Accounts payable and accrued liabilities

$

-

$

-

Total current liabilities

 

-

 

-

Total liabilities

 

-

 

-

 

 

 

 

 

Commitments

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

  Common stock, $.001 par value, 100,000,000 shares authorized, 5,557,500 shares issued and outstanding



5,558

 


5,558

  Additional paid in capital

 

40,992

 

40,992

  Deficit accumulated during the development stage

 

(31,245)

 

(4,728)

Total stockholders’ equity

 

15,305

 

41,822

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

15,305

$

41,822







See accompanying notes to financial statements.




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GAIA REMEDIES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

For the three and nine months ended December 31, 2011 and

for the period from December 15, 2010 (Inception) through December 31, 2010 and 2011

(unaudited)


 

Three

months

ended

December

31, 2011

Inception

through

December

31, 2010

Nine months

ended

December

31, 2011

Inception

through

December

31, 2011

General and administrative expenses:

 

 

 

 

 

 

 

 

    Professional fees

$

4,407

$

-

$

23,492

$

27,261

 

 

 

 

 

 

 

 

 

    Other

 

618

 

-

 

3,025

 

3,984

Total general and administrative expenses

 

5,025

 

-

 

26,517

 

31,245

 

 

 

 

 

 

 

 

 

Net loss

$

(5,025)

$

-

$

(26,517)

$

(31,245)

 

 

 

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

 

  Basic and diluted

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 Weighted average shares outstanding:

 

 

 

 

 

 

 

 

    Basic and diluted

 

5,557,500

 

5,557,500

 

5,557,500

 

 












See accompanying notes to financial statements.




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GAIA REMEDIES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

For the nine months ended December 31, 2011 and

for the period from December 15, 2010 (Inception) through December 31, 2010 and 2011

(unaudited)


 

Nine months

ended

December 31,

2011

Inception

through

December 31,

2010

Inception

through

December 31,

2011

CASH FLOWS FROM OPERATNG ACTIVITIES

 

 

 

 

 

 

Net loss

$

(26,517)

$

-

$

( 31,245)

Adjustments to reconcile net loss to cash used by operating activities

 

 

 

 

 

 

Increase in accrued expenses

 

-

 

-

 

-

CASH FLOWS USED IN OPERATING ACTIVITIES

 

(26,517)

 

-

 

(31,245)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

  Proceeds from sale of common stock

 

-

 

11,000

 

46,550

 

 

 

 

 

 

 

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

 

-

 

11,000

 

46,550

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

(26,517)

 

11,000

 

15,305

 

 

 

 

 

 

 

Cash, beginning of  period

 

41,822

 

-

 

-

Cash, end of period

$

15,305

$

11,000

$

15,305

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION

  

 

 

 

 

 

 

  Interest paid

$

-

$

-

$

-

  Income tax paid

$

-

$

-

$

-







See accompanying notes to financial statements.




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GAIA REMEDIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

(unaudited)


NOTE 1 - BASIS OF PRESENTATION


The accompanying unaudited interim financial statements of Gaia Remedies, Inc. (“Gaia”) 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 financial statements and notes thereto contained in the Company’s registration statement filed with the SEC on Form S-1/A on August 25, 2011.  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 financial statements for the most recent fiscal year ended March 31, 2011 as reported in the Company’s registration statement, have been omitted.


NOTE 2 - GOING CONCERN


These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of December 31, 2011, the Company had no revenues, had an accumulated deficit of $31,245 and had working capital of $15,305, which may not be sufficient to sustain operations over the next 12 months, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances. There is no assurance, however, of additional funding being available.


NOTE 3 - COMMITMENTS


Gaia neither owns nor leases any real or personal property, an officer has provided office services without charge.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.


NOTE 4 - RELATED PARTY TRANSACTIONS


A shareholder (and sole executive officer and director) of the Company has offered a shareholder loan facility up to $100,000.  The loan facility is unsecured and bears interest at 5% per annum and is payable on demand after June 30, 2012. As of December 31, 2011, the amount outstanding under the shareholder loan facility was $ nil.



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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  


Forward-looking statements


This quarterly report on Form 10-Q contains "forward-looking statements" relating to the registrant which represent the registrant's current expectations or beliefs, including statements concerning registrant’s operations, performance, financial condition and growth.  For this purpose, any statement contained in this quarterly report on Form 10-Q that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "anticipation", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel and variability of quarterly results, ability of registrant to continue its growth strategy and competition, certain of which are beyond the registrant's control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.


The following discussion and analysis should be read in conjunction with the information set forth in the Company’s audited financial statements for the period ended March 31, 2011.


Overview


We are a development stage company with plans to enter into the business of the online retail sale of herbal and homeopathic pet remedies, healthy organic pet treats and pet accessories. We plan to sell products consisting of a wide variety of healthy living and wellness products for animals, such as vitamins, dietary supplements, herbal tinctures, flower remedies, homeopathic remedies, as well as pet treats like: chicken, liver, and beef dog treats, bully sticks and dog chews. We intend to sell these products through an internet website located at www.gaiaremedies.com (the "Website").


Our company, based in Kirkland, Washington, was incorporated under the laws of Nevada on December 15, 2010. Our principal executive offices are located at 13140 70th Lane NE, Kirkland, Washington and our telephone number is (425) 224-2471. Our website address is www.gaiaremedies.com.


Plan of Operation


Our plan of operation is to finish construction of our website and commence selling our product line.






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Results of Operations


Three Months Ended December 31, 2011


Revenues


We did not generate any revenues during the reporting period.


Expenses


We incurred operating expenses in the amount of $5,025 during the three months ended December 31, 2011.


Net Loss


We incurred a net loss of $5,025 during the three months ended December 31, 2011.


Nine Months Ended December 31, 2011


Revenues


We did not generate any revenues during the reporting period.


Expenses


We incurred operating expenses in the amount of $26,517 during the nine months ended December 31, 2011.


Net Loss


We incurred a net loss of $26,517 during the nine months ended December 31, 2011.


LIQUIDITY AND CAPITAL RESOURCES


Since its inception, the Company has financed its cash requirements from the sale of common stock. Uses of funds have included activities to establish our business, professional fees and other general and administrative expenses.


The Company’s principal sources of liquidity as of December 31, 2011 consisted of $15,305 in cash and cash equivalents and a shareholder loan facility up to $100,000 from a director and principal shareholder.


Under the shareholder loan facility from Peter P. Hedly, loan advances to or on behalf of the Company bear interest at 5% per annum. The Company is required to repay the outstanding principal and interest at any time after June 30, 2012, on demand. Prepayment of all or a portion of the outstanding principal and interest may be made by the Company at any time without notice, bonus or penalty.



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The amount outstanding under shareholder loan facilities was $ nil as of December 31, 2011.


We believe the Company will have adequate resources to implement its strategic objectives in upcoming quarters. Due to our lack of operating history and present inability to generate revenues, however, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern.


Material Events and Uncertainties


Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable exploration stage companies.


There can be no assurance that we will successfully address such risks, expenses and difficulties.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.


ITEM 4. CONTROLS AND PROCEDURES


Disclosure controls and procedures

 

As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of the Company's Principal Executive Officer and Principal Financial Officer (the “Certifying Officers”) of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e)) under the Exchange Act. Based on that evaluation, the Certifying Officers have concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were adequate to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations.


Internal control over financial reporting


The Certifying Officers reviewed our internal control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f)) under the Exchange Act as of the Evaluation Date and concluded that no changes occurred in such control or in other factors during the quarter ended December 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



 



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PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


There is no litigation pending or threatened by or against us.


ITEM 1A. RISK FACTORS


We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.


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


The Company did not make any sales of equity securities during the quarter.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


The Company has no senior securities outstanding.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


During the quarter ended December 31, 2011, no matters were submitted to a vote of the Company's security holders, through the solicitation of proxies or otherwise.


ITEM 5. OTHER INFORMATION


(a) No matters arose during the quarter which required the Company to report any information through the filing of a current report on Form 8-K.


(b) During the quarter there were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors.


ITEM 6. EXHIBITS

EXHIBIT INDEX


Number

Exhibit Description

 

 

3.1

Articles of Incorporation of Gaia Remedies, Inc. *

 

 

3.2

Bylaws of Gaia Remedies, Inc.*

 

 

31.1

Certificate of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

31.2

Certificate of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

32.1

Certificate of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


*    Filed as an exhibit to our registration statement on Form S-1 filed June 15, 2011 and incorporated herein by this reference



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SIGNATURES

 

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


GAIA REMEDIES, INC.


/s/  Peter P. Hedly

Peter P. Hedly

President (Principal Executive Officer) and Treasurer (Principal Financial Officer)


February 7, 2012






















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