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EX-31.1 - iTalk Inc.ex31-1.txt
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EX-32.2 - iTalk Inc.ex32-2.txt
EX-32.1 - iTalk Inc.ex32-1.txt

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

                                    FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2012

                        Commission file number 333-138217


                         SOPAC CELLULAR SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                           4438 Vesper Avenue, Suite 2
                             Sherman Oaks, CA 91403
          (Address of principal executive offices, including zip code)

                                  (949)355-4559
                     (Telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 last 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 (ss.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,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          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 [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 1,700,000 shares as of April 16, 2012

ITEM 1. FINANCIAL STATEMENTS SOPAC CELLULAR SOLUTIONS INC. (A Development Stage Company) Balance Sheet -------------------------------------------------------------------------------- As of As of February 29, August 31, 2012 2011 -------- -------- (unaudited) ASSETS CURRENT ASSETS Cash $ 412 $ 1,637 -------- -------- TOTAL CURRENT ASSETS 412 1,637 -------- -------- TOTAL ASSETS $ 412 $ 1,637 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 2,705 $ 1,160 Accounts Payable - Related Party 2,400 1,800 Loan Payable - Related Party 26,978 22,978 -------- -------- TOTAL CURRENT LIABILITIES 32,083 25,938 -------- -------- TOTAL LIABILITIES 32,083 25,938 -------- -------- STOCKHOLDERS' EQUITY Common stock, ($0.001 par value, 75,000,000 shares authorized; 1,700,000 shares issued and outstanding as of February 29, 2012 and August 31, 2011 1,700 1,700 Additional paid-in capital 38,300 38,300 Deficit accumulated during development stage (71,671) (64,301) -------- -------- TOTAL STOCKHOLDERS' EQUITY (31,671) (24,301) -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 412 $ 1,637 ======== ======== See Notes to Financial Statements 2
SOPAC CELLULAR SOLUTIONS INC. (A Development Stage Company) Statement of Operations (unaudited) -------------------------------------------------------------------------------- July 10, 2006 Three Months Three Months Six Months Six Months (inception) Ended Ended Ended Ended through February 29, February 28, February 29, February 28, February 29, 2012 2011 2012 2011 2012 ---------- ---------- ---------- ---------- ---------- REVENUES Revenues $ -- $ -- $ -- $ -- $ -- ---------- ---------- ---------- ---------- ---------- TOTAL REVENUES -- -- -- -- -- OPERATING EXPENSES Professional Fees 1,500 1,500 5,000 5,000 42,250 General & Administrative Expenses 905 508 1,770 1,446 23,221 General & Administrative Expenses - Related Party 300 300 600 600 6,200 ---------- ---------- ---------- ---------- ---------- TOTAL OPERATING EXPENSES 2,705 2,308 7,370 7,046 71,671 Provision for Income Taxes -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- NET INCOME (LOSS) $ (2,705) $ (2,308) $ (7,370) $ (7,046) $ (71,671) ========== ========== ========== ========== ========== BASIC EARNING (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) ========== ========== ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 1,700,000 1,700,000 1,700,000 1,700,000 ========== ========== ========== ========== See Notes to Financial Statements 3
SOPAC CELLULAR SOLUTIONS INC. (A Development Stage Company) Statement of Cash Flows (unaudited) -------------------------------------------------------------------------------- July 10, 2006 Six Months Six Months (inception) Ended Ended through February 29, February 28, February 29, 2012 2011 2012 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (7,370) $ (7,046) $(71,671) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Accounts Payable 1,545 (1,100) 2,705 Accounts Payable - Related Party 600 600 2,400 -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (5,225) (7,546) (66,566) CASH FLOWS FROM INVESTING ACTIVITIES NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- -- -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Loan Payable - From Related Party 4,000 7,050 26,876 Loan Payable - Paid to Related Party 102 Proceeds from issuance of common stock -- -- 40,000 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 4,000 7,050 66,978 -------- -------- -------- NET INCREASE (DECREASE) IN CASH (1,225) (496) 412 CASH AT BEGINNING OF PERIOD 1,637 1,888 -- -------- -------- -------- CASH AT END OF YEAR $ 412 $ 1,392 $ 412 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- ======== ======== ======== Income Taxes $ -- $ -- $ -- ======== ======== ======== See Notes to Financial Statements 4
SOPAC CELLULAR SOLUTIONS INC. (A Development Stage Company) Notes to Unaudited Condensed Interim Financial Statements February 29, 2012 NOTE 1 - CONDENSED FINANCIAL STATEMENTS The accompanying financial statements have been prepared by SOPAC Solutions Inc. (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 February 29, 2012, and for all periods presented herein, 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 Company's August 31, 2011 audited financial statements. The results of operations for the period ended February 29, 2012 is not necessarily indicative of the operating results for the full year. NOTE 2 - 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 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. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and 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. NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS The company has evaluated the recent accounting pronouncements issued through the issuance of these financial statements, and the Company does not expect that the effectiveness of any of these changes will have a material impact on the Company's financial position, or statements. 5
NOTE 4 - BASIC EARNINGS PER SHARE ASC No. 260, "Earnings Per Share", specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260. Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. NOTE 5 - RELATED PARTY TRANSACTIONS From January 1, 2007 to present the Company paid its sole officer and director, Ezra E. Ezra, $100 per month for use of office space and services. As of February 29, 2012 there was an account payable - related party of $2,400 reflecting unpaid rent of $600 for the last six months, $1,200 and $600 from fiscal years 2011 and 2010 respectively. As of February 29, 2012, there was a loan payable due to Ezra E. Ezra for $26,978, which is non-interest bearing with no specific repayment terms. NOTE 6 - SUBSEQUENT EVENTS The Company has evaluated subsequent events from the balance sheet date through the issuance of these financial statements and determined there are no items to disclose. 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION FORWARD LOOKING STATEMENTS Some of the statements contained in this Form 10-Q that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-Q, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. All written forward-looking statements made in connection with this Form 10-Q that are attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements. RESULTS OF OPERATIONS We are still in our development stage and have generated no revenues to date. We incurred operating expenses of $2,705 for the three month period ended February 29, 2012. These expenses consisted of general operating expenses incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. Our net loss for the three months ended February 29, 2012 and February 28, 2011 was $2,705 and $2,308, respectively, with no revenues for either period. Our net loss for the six months ended February 29, 2012 and February 28, 2011 was $7,370 and $7,046, respectively, with no revenues for either period. Our net loss from inception through February 29, 2012 was $71,671. As of February 29, 2012, there is a total of $26,978 in a loan payable that is owed by the company to Eric Ezra, the sole officer and director, for expenses that he has paid on behalf of the company. The loan is interest free and payable on demand. Cash provided by financing activities from inception through the period ended November 30, 2011 was $40,000 resulting from the sale of common stock to our director, Mr. Ezra E. Ezra, who purchased 1,000,000 shares of our Common Stock at $0.005 per share on July 10, 2006 for proceeds of $5,000 and the sale of 700,000 shares at $0.05 pursuant to our SB-2 Registration Statement filed with the SEC under file number 333-138217, which became effective on November 17, 2006. On April 10, 2007 the offering was completed for proceeds of $35,000. 7
Our auditors have expressed their doubt about our ability to continue as a going concern unless we are able to generate profitable operations. LIQUIDITY AND CAPITAL RESOURCES We had $412 in cash at February 29, 2012, and there were outstanding liabilities of $32,083, $26,978 of that amount is owed by the company to Eric Ezra, the sole officer and director, for funds he has loaned the company and expenses that he has paid on behalf of the company. The loan, in the amount of $26,978, is interest free and payable on demand. Our director has verbally agreed to continue to loan the company funds for operating expenses in a limited scenario, but he has no legal obligation to do so. We are a development stage company and have generated no revenue since inception to February 29, 2012. PLAN OF OPERATION The company has not been successful in establishing partnerships with suppliers such as Sprint/Nextel, AT&T and Verizon Wireless. Due to the economic conditions over the past year, the Company has been unable to attain any level of success despite the continued efforts of our director. We are now considering available options to maximize shareholder value. Our management has been analyzing various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included sourcing additional forms of financing to continue our business as is and also looking for other opportunities including business combinations. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our future prospects for our business are not good without further financing. In implementing a structure for a particular business combination or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. At this stage, we can provide no assurance that we will be able to raise funding to continue our business as is or locate compatible business opportunities, what additional financing we will require to complete a combination with another business opportunity or whether the opportunity's operations will be profitable. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have more difficulties raising capital for our existing operations than for a new business opportunity. We have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission. If we are unable to secure adequate capital to continue our business or alternatively, complete a combination or acquisition, our shareholders will lose some or all of their investment and our business will likely fail. 8
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 is material to investors. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Management maintains "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of February 29, 2012. Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission's rules and forms. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING As of the end of the period covered by this report, there have been no changes in SoPac Cellular Solutions' internal controls over financial reporting during the quarter ended February 29, 2012, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management's last evaluation. 9
PART II. OTHER INFORMATION ITEM 6. EXHIBITS The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement, filed under SEC File Number 333-138217, at the SEC website at: Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31.1 Sec. 302 Certification of Principal Executive Officer 31.2 Sec. 302 Certification of Principal Financial Officer 32.1 Sec. 906 Certification of Principal Executive Officer 32.2 Sec. 906 Certification of Principal Financial Officer 101 Interactive data files pursuant to Rule 405 of Regulation S-T. 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. Sopac Cellular Solutions, Inc. Registrant Date April 16, 2012 By /s/ Ezra E. Ezra ------------------------------------- Ezra E. Ezra (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer & Sole Director) 1