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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549





Form 10-Q


[mark one]

x           QUARTERLYREPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
 
For the quarterly period ended: March 31, 2012

 
o           TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
 
For the transition period from ___________ to ____________
   
Commission File Number: 000-52846

AMERELITE SOLUTIONS, INC.

 (Name of small business issuer in its Charter) 
 
 
Nevada
76-0766174
(State or other jurisdiction of
(I.R.S. Employer
Incorporation or organization)
Identification No.)


3122 W. Clarendon Ave.
Phoenix, AZ 85017

(Address of Principal Executive Offices)

602-233-0540

(Registrant’s Telephone Number including Area Code)

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.
x 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

 
 
 
 
 
1

 

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
o
 
Accelerated Filer
o
         
Non-accelerated filer
o
 
Smaller Reporting Company
x
 (Do not check if 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 o No x

As of April 30, 2012 the registrant had 14,181,088 shares of its common stock, $.00125 par value, issued and outstanding.

 
 
 
 
 
2

 


 
 
AmerElite Solutions, Inc.
(A Development Stage Company)
 
Table of Contents
 
   
Page
     
Part I - Financial Information
     
Item 1.
Financial Statements
4
     
 
Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011
4
     
 
Statements of Operations (Unaudited) for the Three Months Ended March 31, 2012 and 2011
5
     
 
Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2012 and 2011
6
     
 
Notes to Financial Statements
7
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
9
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
10
     
Item 4.
Controls and Procedures
12
     
Part II - Other Information
     
Item 1.
Legal Proceedings
13
     
Item 1A.
Risk Factors
13
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
13
     
Item 3.
Defaults Upon Senior Securities
13
     
Item 4.
Submission of Matters to a Vote of Security Holders
13
     
Item 5.
Other Information
13
     
Item 6.
Exhibits
14
     
Signatures
 
14
 

 
 
 
 
 
 
 
 
 

 
 
 
3

 
 
ITEM 1 FINANCIAL STATEMENTS
 

AmerElite Solutions, Inc.
(A Development Stage Company)
 
  Balance Sheets
             
             
             
   
March 31
   
December 31,
 
   
2012
   
2011
 
   
(Unaudited)
   
Audited
 
ASSETS
 
             
Current Assets:
           
Cash and Cash Equivalents
  $ 932     $ 610  
                 
Total Current Assets
    932       610  
                 
Other Assets:
               
Deposits
    1,335       1,335  
                 
Total Assets
  $ 2,267     $ 1,945  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
                 
Current Liabilities
               
Accounts Payable
  $ 238,485     $ 240,544  
Notes Payable
    63,575       55,300  
                 
Total Current Liabilities
    302,060       295,844  
                 
Total Liabilities
    302,060       295,844  
                 
Stockholders' Equity/(Deficit)
               
                 
Preferred Stock, authorized 2,000,000
               
shares, par value $0.001, issued and
               
outstanding 1,250,000 shares
    1,250       1,250  
 
               
                 
Common Stock, authorized 20,000,000
               
shares, par value $0.00125,
               
14,824,353 (2011) and 14,181,088 (2012)
               
shares issued and outstanding
    17,725       18,529  
Additional Paid-in Capital
    2,999,466       2,998,663  
Accumulated Deficit during Development Stage
    (3,318,235 )     (3,312,341 )
                 
Total Stockholders' Equity/(Deficit)
    (299,794 )     (293,899 )
                 
Total Liabilities and Stockholders' Equity
  $ 2,267     $ 1,945  
                 
                 
The accompanying notes are an integral part of these statements
 

 

 
4

 
AmerElite Solutions, Inc.
(A Development Stage Company)
 
 
  Statements of Operations
 
                   
         
July 26, 1994
 
   
Three Months Ended
   
(Inception)
 
   
March 31
     March 31    
to March 31
 
   
2012
   
2011
   
2012
 
         
 
       
                   
Revenue
  $ -     $ -     $ 21,759  
                         
Total Revenue
    -       -       21,759  
                         
Cost of Goods Sold
    -       -       5,320  
                         
Gross Profit
    -       -       16,439  
                         
Operating Expenses
                       
Salaries and Wages
    -       -       1,059,698  
General and Administrative
    635       926       914,137  
Professional and Consulting
    5,260       4,840       557,241  
Product Development
    -       -       84,851  
Marketing
    -       -       289,551  
Investor Relations
    -       -       465,672  
                         
Total Expenses
    5,895       5,766       3,371,150  
                         
(Loss) from Operations
    (5,895 )     (5,766 )     (3,354,711 )
                         
Other Income/(Expense)
                       
Other Income
    -       -       4,519  
Interest Income
    -       -       45,173  
Interest Expense
    -       -       (13,217 )
                         
Total Other Income/(Expense)
    -       -       36,475  
                         
Net Income/(Loss) Before Income Taxes
    (5,895 )     (5,766 )     (3,318,236 )
                         
Income Tax Expense
    -       -       -  
                         
Net Income/(Loss)
  $ (5,895 )   $ (5,766 )   $ (3,318,236 )
                         
Basic (Loss) per Share
  $ (0.00 )   $ (0.00 )        
                         
Weighted Average Number of Common Shares
    14,810,088       15,084,353          
shares, par value $0.00125,
                       

The accompanying notes are an integral part of these statements

 
5

 
 
 
 
AmerElite Solutions, Inc.
(A Development Stage Company)
 
 
 Statements of Cash Flows
 
 
                   
         
July 26, 1994
 
   
Three Months Ended
   
(Inception)
 
   
Mar. 31
     Mar. 31    
to Mar. 31
 
   
2012
   
2011
   
2012
 
Operating Activities
 
 
             
Net Loss
  $ (5,895 )   $ (5,766 )   $ (3,318,236 )
Adjustments to reconcile Net Loss:
                       
   Stock Issued for Service
    -       -       1,594,905  
   Depreciation and Amortization
    -       500       20,441  
Changes in Operating Assets and Liabilities
                       
   (Increase)/Decrease in Deposits
    -       -       (1,335 )
   Increase/(Decrease) in Accounts Payable
    (2,058 )     (2,108 )     793,453  
   Increase/(Decrease) in Accrued Liabilities
    -       -       70,000  
   Write Offs
    -       -       435,279  
                         
Net Cash (Used) by Operating Activities
    (7,953 )     (7,374 )     (405,493 )
                         
Investment Activities
                       
Investment in Trademarks and Trade Names
    -       -       (13,729 )
Purchase of Equipment
    -       -       (20,441 )
                         
Net Cash (Used) by Investment Activities
    -       -       (34,170 )
                         
Financing Activities
                       
Pre-Paid Expenses
    -       0       -  
Proceeds from Loans
    8,275       7,200       483,384  
(Repayment) of Loans
    -       -       (366,563 )
Proceeds from the Sale of Stock
    -       -       323,774  
                         
Net Cash Provided by Financing Activities
    8,275       7,200       440,595  
                         
Net Increase / (Decrease) in Cash
    322       (174 )     932  
                         
Cash, Beginning of Period
    610       757       -  
                         
Cash, End of Period
  $ 932     $ 583     $ 932  
                         
Supplemental Information:
                       
Interest Paid
  $ -     $ -     $ 13,217  
Income Taxes Paid
  $ -     $ -     $ -  
                         
Significant Non-Cash Transactions:
                       
Stock Issued for Services
  $ -     $ -     $ 1,594,905  
Stock issued to Convert Debt
  $ -     $ -     $ 553,232  
Paid in Capital - Debt Relief
  $ -     $ 82,031     $ 82,031  
Stock Issued to Acquire Assets
  $ -     $ -     $ 400,000  
                         
                         
The accompanying notes are an integral part of these statements

 
 
 
6

 
  
AMERELITE SOLUTIONS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

AmerElite Solutions, Inc. (the Company) was originally incorporated in the state of Nevada July 26, 1994 as ABC Home Care Specialists, Inc., and on May 18, 2005 changed its name to AmerElite Solutions, Inc. The Company is in the business of marketing and distributing skin care products.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Cash and cash equivalents

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

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.

Inventories

Inventories, consisting of building materials, are stated at the lower of cost or market (first-in, first-out method).

Property and equipment

Property and equipment are recorded at cost and depreciated under straight line methods over each item's estimated useful life.

Revenue recognition

Revenue is recognized on an accrual basis as earned under contract terms.





 
7

 


AMERELITE SOLUTIONS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)


NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income tax

The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Financial Instruments

The carrying value of the Company’s financial instruments as reported in the accompanying balance sheet, approximates fair value.








 
8

 


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

The following discussion is a discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2012 and significant factors that could affect our prospective financial condition and results of operations.  Historical results may not be indicative of future performance.
 
This report on Form 10-Q contains forward-looking statements within the meaning of and which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from historical results or from any results expressed or implied by such forward-looking statements.  Forward-looking statements generally are accompanied by words such as “anticipates”, “believes”, “estimates”, “expects”, “intends”, “plans” and similar statements and should be considered uncertain and forward-looking.  Any forward-looking statements speak only as of the date on which such statement is made, are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict.  Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements, whether as a result of new information, future events or otherwise.
 
Factors that could cause such results to differ materially from the results discussed in such forward looking statements include, without limitation; uncertain continued ability to meet our operational needs in view of continued severe ongoing working capital constraints; need for substantial additional capital to fully implement our plan of operations; no assurances of and uncertainty of profitability; no assurances of the Company’s ability to effect sufficient product sales so as to maintain exclusivity in certain territorial markets, the result of which could materially adversely affect the Company’s results of operations; need for additional management, sales and marketing personnel, which is contingent upon our receipt of additional capital; competition from companies having substantially greater financial, marketing and other resources than the Company, including name and brand recognition; the impact of competitive services and pricing; changing consumer tastes and trends; and the legal, auditing and administrative cost of compliance associated the Sarbanes Oxley Act.
 
Many of such factors are beyond our control.  New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each factor on our business or the extent to which any factor, or combination of factors may cause actual results to differ materially from those contained in any forward looking statements.  In light of these risks and uncertainties, there can be no assurance that the results anticipated in these forward-looking statements in this report will in fact occur.  All forward-looking statements wherever they may appear are expressly qualified in their entirety by the cautionary statements in this section.  We undertake no obligation to update any such forward-looking statements.

Overview

AmerElite Solutions, Inc. is a development stage company with limited operations and revenues to date, limited financial backing and its assets are predominately intangible.   The current stage of our Business Plan  is to establish ourselves as a company that has developed and manufactured and is attempting to obtain financing so that it can market and sell the Collesense™ Premium Skin Care Collection.  Distribution will initially be based on direct response and Internet based advertising campaign.  As a follow up, we plan to introduce Collesense™  on a kiosk program in high traffic, regional shopping centers across the country.  We are planning to target the rapidly growing baby boomers generation offering a full spectrum of skin care products designed to naturally improve skin wellness and provide anti-aging properties.  These markets continue to expand with double-digit annual growth.

As of March 31, 2011, the Company’s Notes Payable was $63,575.  Currently, the Company has an average of $1,200 per month in costs and expenses.  The Company’s President has made arrangements to borrow these funds on an interim basis until the Company can obtain funds to capitalize itself.

During the first stages of AmerElite’s growth, our officers and directors will provide the majority of all the labor required to execute our business plan.  The officers, directors and a key consultant have agreed to take the company’s restricted common stock in lieu of any monetary compensation.  Since we intend to operate with very limited administrative support, the officers and directors have decided to work with industry experts in order to produce and market our direct-response advertisements and Internet sales sites. In order to fully execute the business management will need to hire 2-3 part time workers to handle order confirmation, customer support and accounting.
 
During the first year of operations, we will rely on third party’s to properly analyze and select the necessary time slots, channels and regions in which to air our short and long form advertising.  In addition, we will contract with an outside expert to develop a comprehensive Internet eStrategy to capitalize of one of the fastest growing channels for cosmetic products.  At present, we have no plans to market our products outside of the United States.  

 
9

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

 In May 2005 AmerElite Solutions, Inc. purchased our intellectual property – the anti-aging ingredient we have named Collamin_G®.  This ingredient became the basis for our first product Serum_G®.  We conducted two separate studies to determine the efficacy of our anti-aging serum.  Over half of the participants volunteered to have before and after photos taken over the test period.  Participants in each of the studies were asked to fill out a subjective questionnaire daily in which they answered questions and were encouraged to write additional comments regarding the effects that resulted from using Serum_G® twice a day.

After the first two test groups completed their test period and the results were analyzed we contracted with a manufacturing firm based in Phoenix, AZ to produce a full line of skin care products.  An initial set of samples was produced in order to obtain feedback on the quality of each product.  We commissioned several focus groups comprised of cosmetologists, aestheticians and consumers.  Each of the individuals was presented product samples and then asked to evaluate and respond to the following:
 
 
·
Absorption
 
·
Fragrance
 
·
Texture
 
·
Color

The results of both the Serum_G® test and of the focus groups were valuable and overwhelmingly positive.  The study of the absorption of Serum_G® and the instant and lasting effect of Serum_G® on the appearance of fine lines and wrinkles showed encouraging results.  These positive responses have had a direct effect on the message that we are conveying to our target market.  The before and after photos that were taken are not retouched and show a significant improvement in the skin around the eyes.  These photos have also been used in our marketing materials, and promotional videos.  Several participants have given testimonials as to the results of using Serum_G® and have signed affidavits verifying the validity of such statements.

In January 2007 we manufactured the 6 products in the Collesense™ Premium Skin Care Collection.  In February 2007 we opened a kiosk in a local regional shopping center to run a market test and gain additional feedback regarding the products and price points.  In March 2007 we contracted with a local company to run short features on Saturday mornings on a local TV station.  We ran four different offers featuring various combinations of Collesense™ products at four price points.

Based on input from industry professionals, management is reviewing several alternative names for a product line that will consist of the same 6 products that made up the Collesense™  Premium Skin Care Collection.  The new product line will be manufactured and packaged for both domestic and international markets.

During the quarter ended March 31, 2012 we have continued the following steps to implement our business plans:

 
·
Conducted research on new products and packaging
 
·
Explored opportunities with other companies to distribute our product through a private label program
 
·
Met with public relation firms
 
·
Meeting with representatives of e-commerce firms in order to market our product

We are a startup business engaged in the development, manufacturing and marketing of a premium skin care collection designed to provide a full spectrum of skin care products that naturally improve skin wellness and provide anti-aging properties to a rapidly expanding health and wellness market.

We have earned no revenues in 2011 from our business operations.  Accordingly, we may be required to raise cash from sources other than our operations in order to continue our business plan.  We may raise this additional capital either through debt or equity.  No assurance can be given that such efforts will be successful.  We have no specific plans at present for raising additional capital.

Since our inception, we have been engaged in business planning activities, including the launch of our product line, product research with professional focus groups, production of an infomercial, launch of a e-commerce website, developing our economic models and financial forecasts.
 
 
 
 

 
10

 

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

Results of Operations:
 
Three Months Ended March 31, 2012 and March 31, 2011.
 
During the three months ended March 31, 2012 we generated $0 in revenue compared to revenues of $0 for the same period ending March 31, 2011.  Net losses for the three months ending March 31, 2012, were $(5,895) compared to net losses of $(5,766) for the same period ending March 31, 2011, and were primarily attributable to administrative expenses, professional and consulting fees.

For the quarter ended March 31, 2012 there were no sales of the Collesense™ Premium Skin Care Collection.  The company needs additional capital to manufacture product.  Cost of Goods for the period ending March 31, 2012 was $0.  The total Operating Expenses for the period ending March 31, 2012 were $5,895.  The increase in our Operating Expenses was attributable to the increase in Consulting fees.  With a Gross Profit of $0 and operating expenses totaling $5,895, the Company had a loss from operation in the three (3) months ending March 31, 2012 of $5,895.

Liquidity and Capital Resources:
 
At March 31, 2012, the company’s total assets of $2,267 were exceeded by total current liabilities of $302,080. The Company had cash on hand of $932.

We have limited capital resources, as, among other things, we are a startup company with a limited operating history.  We did not generate any revenues in 2011 or for the first three months of 2012, and may not be able to generate sufficient revenues to become profitable in the future.  The company does plan to restart production of the Collesense product line which will produce product for sale.  This production is predicated on financing or loans from various parties.

Our cash reserves are not sufficient to meet our obligations for the next 3-month period.  As a result, we may need to seek additional funding in the near future.  We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of loans or in the form of equity financing from the sale of our common stock, $.00125 par value, on best efforts to accredited investors only, pursuant to the exemptions from registration in Section 4 (2) and Regulation D adopted under the Securities Act of 1933 as amended.  We do not have any arrangements in place for any future equity financing or loans.

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

We do not anticipate any need to purchase any equipment the future.

We do not anticipate the need to hire employees over the next 3 months.  We believe that our operations are currently on a small scale and are manageable by one individual.


Item 3.  Quantitative and Qualitative Disclosers About Market Risk.

Not Applicable
 





 
 
11

 



Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures
 
Robert Knapp, the Company's Principal Executive Officer and Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15e and 15d-15e under the Securities Exchange Act of 1934 (the "Exchange Act") as of March 31, 2012. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported on a timely basis and that such information is accumulated and communicated to management, including the Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, the Company's Principal Executive Officer and Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective.
 
Material Weakness

Internal Controls Over Financial Reporting
 
In connection with the preparation of our financial statements for the quarter ended March 31, 2012, certain significant deficiencies in internal control became evident to management that represented material weaknesses, including:

i.   Lack of an audit committee. We did not have an audit committee who would be charged with the purpose of overseeing the accounting and financial reporting processes of the Company.

ii.   Insufficient segregation of duties in our accounting functions and limited personnel. During the year, we had limited staff that performed nearly all aspects of our financial reporting process including, but not limited to access to the underlying accounting records and systems, the ability to record journal entries and responsibility for the preparation of financial statements.
 
This created certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected. In addition, our Company's accounting personnel do not have sufficient technical accounting knowledge relating to accounting for complex generally accepted accounting principle matters. Management corrected any errors prior to the release of our Company's December 31, 2011 and March 31, 2012 financial statements.

CHANGES IN INTERNAL CONTROLS
During the three months ended March 31, 2012, the Company employed an outside accountant proficient in financial reporting and technical accounting on an ad-hoc hourly basis. As this person is interim to the hiring of a full time accounting professional and becoming familiar with the Company's accounting and financial reporting processes, management does not believe this material weakness is fully remediated as of March 31, 2012. Thus, management believes that there were no changes in the Company's internal controls over financial reporting that occurred during the three months ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.




















 
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Part II – Other Information
 
ITEM 1.  LEGAL PROCEEDINGS

None.


ITEM 1(A).  RISK FACTORS

Not Required.

 
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND 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

RECENT DEVELOPMENTS

JUMPSTART OUR BUSINESS STARTUPS (JOBS) ACT –

On April 5, 2012, President Obama signed the JOBS Act into law.
 
The JOBS Act is aimed at facilitating capital raising by smaller companies and banks and bank holding companies by implementing the following changes:
 
·
Raising the limit for Regulation A offerings from $5 million to $50 million per year and exempting some Regulation A offerings from state blue sky laws;
 
·
Permitting advertising and general solicitation in Rule 506 and Rule 144A offerings;
 
·
Allowing private companies to use “crowd funding” to raise up to $1 million in any 12-month period, subject to certain conditions; and
 
·
Creating a new category of issuer, called an “Emerging Growth Company”, for companies with less than $1 billion in annual gross revenue, which will benefit from certain changes that reduce the cost and burden of carrying out an equity initial public offering (IPO) and complying with public company reporting obligations for up to five years.

While the JOBS Act is not expected to have any immediate application to the Corporation, management will continue to monitor the implementation rules for potential effects which might benefit the Corporation.




 
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Part II – Other Information (continued)
 


ITEM 6.  EXHIBITS AND REPORTS

A.
 
 Exhibit No.
 Description
 31.1
 Certification of Principal Executive Officer and Principal Financial Officer
   
 32.1
 Certification Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
B.
None
 


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.
 
 
 
AMERELITE SOLUTIONS, INC.
 
       
Date:  May 10, 2012 
By:
/s/ Robert L. Knapp
 
   
Principal Executive Officer
 
   
Principal Financial Officer
 
       

 
 
 
 
 
 
 
 

 
 

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