PinstripesNY, Inc. - FORM 10-Q/A

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - PinstripesNY, Inc.	Financial_Report.xls
EX-32.1 - CERTIFICATION - PinstripesNY, Inc.	f10q1211ex32i_pinstripeny.htm
EX-31.1 - CERTIFICATION - PinstripesNY, Inc.	f10q1211ex31i_pinstripeny.htm
EX-31.2 - CERTIFICATION - PinstripesNY, Inc.	f10q1211ex31ii_pinstripeny.htm
EX-32.2 - CERTIFICATION - PinstripesNY, Inc.	f10q1211ex32ii_pinstripeny.htm

FORM 10-Q/A

Amendment No. 1

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

o 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 000-54077

PinstripesNY, Inc.

(Exact name of registrant as specified in its charter)

Delaware		27-2447543
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

c/o Maxim Group LLC, 405 Lexington Avenue, New York, NY 10174

(Address of principal executive offices)

(212) 895-3863

(Registrant’s telephone number, including area code)

No change

(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 o.

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 (§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 o

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 (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 o.

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 o No o.

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 5,000,000 shares of common stock, par value $.0001 per share, outstanding as of February 14, 2012.

EXPLANATORY NOTE

This amendment on Form 10-Q/A (“Amendment No. 1”) to our quarterly report on Form 10-Q for the quarter ended December 31, 2011, as filed with the Securities and Exchange Commission on February 14, 2012 (the "Original Filing"), is filed solely for the purpose of incorporating the interactive data files required to be submitted pursuant to Rule 405 of Regulation S-T, which were inadvertently excluded from the Original filing.Item 1 and Item 6 of the Original Filing have been refiled in their entirety.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

WAGNER & ZWERMAN LLP

Certified Public Accountants

Mark Wagner, CPA

Andrew M. Zwerman, CPA

Vincent J. Preto, CPA

450 Wireless Boulevard, Hauppauge, NY 11788

(631) 777-1000 Fax (631) 777-1008

Email: staff@wzcpafirm.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of

PinstripesNY, Inc.

New York, NY

We have reviewed the accompanying balance sheet of PinstripesNY, Inc. (a development stage company) as of December 31, 2011, and the related statements of operations for the three-month and nine-month periods ended December 31, 2011 and 2010, and for the period from January 4, 2010 (Inception) through December 31, 2011, the statements of changes in stockholder’s (deficiency) equity for the nine-month period ended December 31, 2011 and for the period from January 4, 2010 (Inception) through December 31, 2011 and the statements of cash flows for the nine-month periods ended December 31, 2011 and 2010 and for the period from January 4, 2010 (Inception) through December 31, 2011. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the balance sheet of PinstripesNY, Inc. as of March 31, 2011, and the related statements of operations, changes in stockholder’s equity, and cash flows for the year then ended (not presented herein), and in our report dated June 15, 2011, we expressed an unqualified opinion on those financial statements.

WAGNER & ZWERMAN LLP

Certified Public Accountants

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the development stage and has not commenced operations. Its ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another company and ultimately achieve profitable operations. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Wagner & Zwerman LLP

WAGNER & ZWERMAN LLP

Certified Public Accountants

Hauppauge, NY

January 24, 2012

PINSTRIPESNY, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

	December 31, 2011
	(Unaudited)			March 31, 2011

ASSETS

CURRENT ASSETS
Cash	$	1,271		$	5,865
Prepaid expenses		-			3,500

Total current assets		1,271			9,365

TOTAL ASSETS	$	1,271		$	9,365



LIABILITIES AND STOCKHOLDER'S (DEFICIENCY) EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	4,500		$	2,000

Total current liabilities		4,500			2,000

TOTAL LIABILITIES		4,500			2,000

STOCKHOLDER'S (DEFICIENCY) EQUITY
Preferred stock, $0.0001 par value, 10,000,000 shares
authorized, none issued and outstanding		-			-
Common stock, $0.0001 par value, 100,000,000 shares
authorized, 5,000,000 issued and outstanding		500			500
Additional paid-in capital		52,000			44,500
Deficit accumulated during development stage		(55,729	)		(37,635	)

Total stockholder's (deficiency) equity		(3,229	)		7,365

TOTAL LIABILITIES AND STOCKHOLDER'S (DEFICIENCY) EQUITY	$	1,271		$	9,365

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

PINSTRIPESNY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2011 AND 2010
AND FROM JANUARY 4, 2010 (INCEPTION) TO DECEMBER 31, 2011




	(Unaudited) Three Months Ended December 31,						(Unaudited) Nine Months Ended December 31,						(Unaudited) From Inception to December 31,
	2011			2010			2011			2010			2011


Revenues	$	-		$	-		$	-		$	-		$	-


General and administrative expenses		3,020			19,932			18,094			37,936			55,729


Net (loss) before income taxes		(3,020	)		(19,932	)		(18,094	)		(37,936	)		(55,729	)


Provision for income taxes:
Federal		-			-			-			-			-
State		-			-			-			-			-


Net (loss)	$	(3,020	)	$	(19,932	)	$	(18,094	)	$	(37,936	)	$	(55,729	)


Basic net (loss) per common share	$	(0.001	)	$	(0.004	)	$	(0.004	)	$	(0.009	)	$	(0.013	)


Weighted average number of
common shares outstanding		5,000,000			5,000,000			5,000,000			4,444,444			4,166,667

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

PINSTRIPESNY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDER'S (DEFICIENCY) EQUITY
FROM JANUARY 4, 2010 (INCEPTION) TO DECEMBER 31, 2011



											Deficit
											Accumulated			Total
									Additional		During			Stockholder's
	Preferred Stock				Common Stock				Paid-in		Development			(Deficiency)
	Shares		Amount		Shares		Amount		Capital		Stage			Equity

Balance - January 4, 2010 (Inception)		-	$	-		-	$	-	$	-	$	-		$	-

Net (loss)		-		-		-		-		-		-			-

Balance - March 31, 2010		-	$	-		-	$	-	$	-	$	-		$	-

Issuance of 5,000,000 shares of common stock on April 30, 2010 for $0.005 cash per share		-		-		5,000,000		500		24,500		-			25,000

Additional capital provided by stockholder on October 11, 2010 (no shares issued)		-		-		-		-		20,000		-			20,000

Net (loss)		-		-		-		-		-		(37,635	)		(37,635	)

Balance - March 31, 2011		-	$	-		5,000,000	$	500	$	44,500	$	(37,635	)	$	7,365

Additional capital provided by stockholder on August 9, 2011 (no shares issued)		-		-		-		-		7,500		-			7,500

Net (loss)		-		-		-		-		-		(18,094	)		(18,094	)

Balance - December 31, 2011 (Unaudited)		-	$	-		5,000,000	$	500	$	52,000	$	(55,729	)	$	(3,229	)

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

PINSTRIPESNY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2011 AND 2010
AND FROM JANUARY 4, 2010 (INCEPTION) TO DECEMBER 31, 2011


	(Unaudited) Nine Months Ended December 31,						(Unaudited) From Inception to December 31, 2011
	2011			2010			(Unaudited) From Inception to December 31, 2011

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(18,094	)	$	(37,936	)	$	(55,729	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Decrease (increase) in prepaid expenses		3,500			(5,000	)		-
Increase in accounts payable and accrued expenses		2,500			10,000			4,500
Net cash (used in) operating activities		(12,094	)		(32,936	)		(51,229	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of common stock		-			25,000			25,000
Additional capital provided by stockholder		7,500			20,000			27,500
Net cash provided by financing activities		7,500			45,000			52,500

Net (decrease) increase in cash		(4,594	)		12,064			1,271

Cash, at beginning of period		5,865			-			-

Cash, at end of period	$	1,271		$	12,064		$	1,271


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-		$	-		$	-
Taxes paid	$	-		$	-		$	-

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

PINSTRIPESNY, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 1: HISTORY

PinstripesNY, Inc. (the “Company”), a development stage company, was incorporated under the laws of the State of Delaware on January 4, 2010. The Company is in the development stage as defined in Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 915, Development Stage Enterprises. The Company has selected March 31st as its fiscal year end. The Company is currently devoting its efforts to locating merger candidates.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of the major accounting policies is presented to assist the reader in evaluating the financial statements and other data contained herein.

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

GOING CONCERN AND PLAN OF OPERATIONS

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is in the development stage, has very little working capital, has incurred an aggregate net loss of $55,729, and has a total stockholder’s deficit of $3,229 at December 31, 2011. These conditions raise substantial doubt about its ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

PINSTRIPESNY, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

INCOME TAXES

The Company accounts for income taxes under the asset and liability method in accordance with FASB ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Accounting principles generally accepted in the United States of America require Company management to evaluate tax positions taken by the Company and recognize a tax liability or asset if the Company has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Company has concluded that as of March 31, 2011 and December 31, 2011, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability or asset or disclosure in the financial statements. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. Company management believes that the Company’s income tax returns for the years 2010 and 2011 remain subject to examination based on the normal statutory periods subject to audits, notwithstanding any events or circumstances that may exist which could expand the open period

BASIC NET LOSS PER COMMON SHARE

Basic loss per common share is computed based upon the weighted average number of common shares outstanding during the period.

SUBSEQUENT EVENTS

The Company has evaluated events and transactions that occurred through January 24, 2012 which is the date the financial statements were available to be issued, for possible disclosure and recognition in the financial statements and has determined no additional disclosures were required.

PINSTRIPESNY, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Company has adopted all applicable recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

NOTE 3: COMMON AND PREFERRED STOCK

COMMON STOCK

The Company is authorized to issue 100,000,000 shares of common stock at a par value of $0.0001 per share. Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholder’s meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights. On April 30, 2010, the Company issued 5,000,000 shares for $25,000.

PREFERRED STOCK

The Company is authorized to issue 10,000,000 shares of preferred stock at a par value of $0.0001 per share. The Preferred Stock of the Corporation shall be issued by the Board of Directors of the Corporation in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Corporation may determine, from time to time.

NOTE 4: RELATED PARTY TRANSACTIONS

Office space is provided by Maxim Group LLC. The majority member of Maxim Group LLC is the sole member of the stockholder of the Company. The Company’s Secretary is also the Chief Financial Officer of Maxim Group LLC. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become 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.

PINSTRIPESNY, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011

(CONTINUED)

NOTE 5: INCOME TAXES

No provision or benefit for Federal or state income taxes has been included in the financial statements because the Company has sustained cumulative losses since inception and has available to it net operating loss carryforwards to offset future taxable income. Such net operating loss carryforwards have been recorded as deferred tax assets amounting to $22,300 at December 31, 2011 and $15,100 at March 31, 2011; however, the Company has recorded a 100% valuation allowance to offset any benefit associated with these carryforwards. Management feels that it is more likely than not that the Company will not realize the tax benefits associated with these carryforwards. There are no other differences between the book and tax bases of assets or liabilities which would give rise to deferred tax assets or liabilities, nor are there any other differences between book and taxable income.

NOTE 6: COMMITMENTS AND CONTINGENCIES

The Company has engaged the services of a law firm to facilitate a private placement offering of common stock to accredited investors. The Company and the law firm have agreed to a flat fee of $8,333, of which $4,166 has been paid to date. As of the date of these financial statements, no placement has occurred.

Item 6. Exhibits.

(a) Exhibits required by Item 601 of Regulation S-K.

Exhibit No.		Description

*3.1		Certificate of Incorporation, as filed with the Delaware Secretary of State on January 4, 2010.

*3.2		By-laws.

31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2011.

31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2011.

32.1		Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

*	Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on August 11, 2010, and incorporated herein by this reference.

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.

	PINSTRIPESNY, INC.

Dated: February 14, 2012	By:	/s/ Clifford Teller
		Clifford Teller
		President and Director
		Principal Executive Officer
		Principal Financial Officer

PinstripesNY, Inc. - FORM 10-Q/A - February 14, 2012

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PinstripesNY, Inc. Reports