Southern Concepts Restaurant Group, Inc. - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - Southern Concepts Restaurant Group, Inc.	Financial_Report.xls
EX-32 - CERTIFICATIONS - Southern Concepts Restaurant Group, Inc.	atdm_ex32.htm
EX-31.1 - CERTIFICATIONS - Southern Concepts Restaurant Group, Inc.	atdm_ex311.htm
EX-31.2 - CERTIFICATIONS - Southern Concepts Restaurant Group, Inc.	atdm_ex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

R Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2012

o Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission File Number: 000-53853

ART DIMENSIONS, INC.

(Exact name of registrant as specified in its charter)

Colorado		80-0182193
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3636 S. Jason St.

Englewood, CO 80113

(Address of principal executive offices, including Zip Code)

(303) 781-3377

(Issuer’s telephone number, including area code)

___________________________________

(Former name or former address if changed since last report)

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 past 90 days. Yes þ No o

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 (§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 þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	þ

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 1,082,600 shares of common stock as of May 15, 2012.

ART DIMENSIONS, INC.

(A Development Stage Company)

BALANCE SHEETS

	March 31,			December 31,
	2012			2011
	(Unaudited)
ASSETS

Current assets
Cash	$	343		$	443
Total current assets		343			443

Total Assets	$	343		$	443

LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities
Accounts payables	$	11,764		$	7,509
Accounts payable - related party		2,350			2,350
Accrued liabilities		462			183
Short term debt		3,250			3,250
Note payable related party		10,700			10,700
Payable to affiliated party		-			24,800
Total current liabilities		28,526			48,792

Total Liabilities		28,526			48,792

Stockholders' Equity
Preferred stock, no par value;
1,000,000 shares authorized;
no shares issued and outstanding		-			-
Common stock, no par value;
50,000,000 shares authorized;
1,082,060 shares
issued and outstanding		2,000			2,000
Additional paid in capital		36,665			11,865
Deficit accumulated during the dev. stage		(66,848	)		(62,214	)

Total Stockholders' Equity		(28,183	)		(48,349	)
Total Liabilities and Stockholders' Equity	$	343		$	443

The accompanying notes are an integral part of the unaudited financial statements.

ART DIMENSIONS, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

							Period From
	Three Month			Three Month			January 29, 2008
	Period Ended			Period Ended			(Inception)
	March 31,			March 31,			Through
	2012			2011			March 31, 2012
	(Unaudited)			(Unaudited)			(Unaudited)

Net Revenue	$	-		$	-		$	4,247

Operating expenses:
Accounting & legal		4,055			-			36,702
General and administrative		300			8,928			33,931
		4,355			8,928			70,633

Loss from operations		(4,355	)		(8,928	)		(66,386	)

Other income (expense):
Interest expense		(279	)		-			(462	)


Net loss	$	(4,634	)	$	(8,928	)	$	(66,848	)

Net loss per share
(Basic and fully diluted)	$	(0.00	)	$	(0.01	)

Weighted average number of
common shares outstanding		1,082,060			1,082,060

The accompanying notes are an integral part of the unaudited financial statements.

ART DIMENSIONS, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

							Period From
	Three Month			Three Month			January 29, 2008
	Period Ended			Period Ended			(Inception)
	March 31,			March 31,			Through
	2012			2011			March 31, 2012
	(Unaudited)			(Unaudited)			(Unaudited)
Cash Flows From Operating Activities:
Net loss	$	(4,634	)	$	(8,928	)	$	(66,848	)
Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Common stock issued for services		-			-			2,000
Warrant expense		-			-			3,407
Changes in operating assets and liabilities:
Accounts Receivable		-			533			-
Accounts payable		4,255						15,014
Accounts payable - related party		-			(798	)		10,808
Accrued liabilities		279			-			462
Net cash provided by (used for)
operating activities		(100	)		(9,193	)		(35,157	)

Cash Flows From Financing Activities:
Borrowings on debt - related party		-						10,700
Borrowing on debt - affiliated company		-			9,500			24,800
Net cash provided by (used for)
financing activities		-			9,500			35,500

Net Increase (Decrease) In Cash		(100	)		307			343
Cash At The Beginning Of The Period		443			736			-
Cash At The End Of The Period	$	343		$	1,043		$	343

Schedule Of Non-Cash Investing And Financing Activities
Conversion of accounts payable into notes payable	$	-		$	-		$	3,250
Debt forgiveness by shareholders	$	24,800		$	-		$	24,800

Supplemental Disclosure
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-

The accompanying notes are an integral part of the unaudited financial statements.

ART DIMENSIONS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012

(Unaudited)

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

Art Dimensions, Inc. (the “Company”), was incorporated in the State of Colorado on January 29, 2008. The Company was formed to provide art consulting and marketing services and advise or represent individuals who are in the business of creating, producing and selling art.

Basis of Presentation

The accompanying unaudited interim financial statements of Art Dimensions Inc. have been prepared in accordance with accounting principles generally accepted in 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 latest Annual Report filed with SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, 2011, as reported in Form 10-K, have been omitted.

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.

Reclassification

Certain prior year amounts have been reclassified to conform to the current year presentation.

Recent Accounting Pronouncements

The Company has evaluated all the recent accounting pronouncements through the filing date and believes that none of them will have a material effect on the Company.

Note 2. Going Concern

The Company has suffered recurring losses from operations and has a working capital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The company may raise additional capital through the sale of its equity securities, through offerings of debt securities, or through borrowings from financial institutions. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the company to continue as a going concern.

Note 3. Related Party Transactions

The Company’s major shareholder advanced $10,700 at 8% interest and is payable on demand. As of March 31, 2012 and December 31, 2011, the company has accrued interest of $279 and $118, respectively, on the note payable. Interest expense for the three months ended March 31, 2012 and 2011 was $279 and $0 respectively.

The Company has borrowed $24,800 from a company affiliated through common control at December 31, 2011. The loan does not bear interest and is payable upon demand. In connection with a change of control of the affiliated company, the outstanding payable to this affiliate was forgiven. The transaction was recorded as debt forgiveness by shareholders and was reflected in the change in equity as of March 31, 2012.

FORWARD LOOKING STATEMENTS

The information contained in this Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, including among other things, statements regarding our capital needs, business strategy and expectations. Any statement which does not contain a historical fact may be deemed to be a forward-looking statement. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. In evaluating forward looking statements, you should consider various factors outlined in our latest Form 10-K, filed with the U.S. Securities Exchange Commission (“SEC”) on March 31, 2012, and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between our actual results and those reflected in these statements.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION

The Company was incorporated in Colorado in January 2008. The Company has generated only limited revenues since its formation and has nominal assets. The Company has been inactive since the summer of 2010.

During the three months ended March 31, 2012:

Legal and Accounting expenses increased from the prior period since the Company changed auditors in late 2010. The Company’s new auditors charged more than the Company’s previous auditor for reviewing the Company’s 10-Q reports and auditing the Company’s financial statements for the years ended December 31, 2011 and 2010; and

·	General and Administrative expenses decreased from the prior period due to the costs associated with adding Interactive Data Files to the Company’s website and 1934 Act reports in 2011.

Contractual Obligations

The following table summarizes the Company’s contractual obligations as of March 31, 2012:

	Total		2012		2013		2014

Loan Payments	$	38,750	$	38,750		--		--

During the year ended December 31, 2011 and the three months ended March 31, 2012 the Company did not generate any revenue. The Company does not have any internal or external sources of liquidity. The Company does not have any commitments from any person to provide the Company with any capital.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonable likely to have a current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity or capital resources

ITEM 4. CONTROLS AND PROCEDURES.

(a) We maintain a system of controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (“1934 Act”), is recorded, processed, summarized and reported within time periods specified in the SEC's rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the 1934 Act is accumulated and communicated to our management, including our Principal Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of March 31, 2012, our Principal Executive and Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Principal Executive and Financial Officer concluded that our disclosure controls and procedures were effective.

(b) Changes in Internal Controls. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2012 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

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

ITEM 6. EXHIBITS

Exhibits

31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

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.

	ART DIMENSIONS, INC.

May 15, 2012	By:	/s/ Rebecca Gregarek
		Rebecca Gregarek,
		Chief Executive Officer


	By:	/s/ Kathy Sheehan
		Kathy Sheehan,
		Principal Financial and Accounting Officer

Southern Concepts Restaurant Group, Inc. - FORM 10-Q - May 15, 2012

Attached files

Southern Concepts Restaurant Group, Inc. Reports