Attached files
| file | filename |
|---|---|
| EX-31.2 - EX-31.2 - GSRX INDUSTRIES INC. | d29484_ex31-2.htm |
| EX-32.1 - EX-32.1 - GSRX INDUSTRIES INC. | d29484_ex32-1.htm |
| EX-31.1 - EX-31.1 - GSRX INDUSTRIES INC. | d29484_ex31-1.htm |
| EXCEL - IDEA: XBRL DOCUMENT - GSRX INDUSTRIES INC. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter ended June 30, 2012
Commission File Number: 333-141929
CYBERSPACE VITA, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Nevada
14-1982491
_______________________ ____________________________________
(State of organization)
(I.R.S. Employer Identification No.)
56 Laenani Street
Haiku, HI 96708
________________________________________
(Address of principal executive offices)
(310) 396-1691
_______________________________________________
Registrant’s telephone number, including area code
______________________________________________
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 and (2) has been subject to such filing requirements for the past 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 and 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). 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 reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer o |
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Accelerated Filer o |
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Non-Accelerated Filer o (Do not check if a smaller reporting company) |
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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 [X] No [ ]
Securities registered under Section 12(g) of the Exchange Act:
Common Stock $.001 par value
There were 247,550 shares of common stock outstanding as of July 25, 2012.
TABLE OF CONTENTS
_________________
PART I - FINANCIAL INFORMATION |
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ITEM
1. |
INTERIM FINANCIAL STATEMENTS |
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ITEM
2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION |
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ITEM
3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
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ITEM
4. |
CONTROLS AND PROCEDURES |
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PART II - OTHER INFORMATION |
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ITEM
1. |
LEGAL PROCEEDINGS |
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ITEM
1A |
RISK FACTORS |
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ITEM
2. |
UNREGISTERED SALES OF EQUITY SECURITIES |
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ITEM
3. |
DEFAULTS UPON SENIOR SECURITIES |
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ITEM
4. |
(REMOVED AND RESERVED) |
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ITEM
5. |
OTHER INFORMATION |
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ITEM
6. |
EXHIBITS |
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SIGNATURES |
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PART I – FINANCIAL INFORMATION
ITEM 1. INTERIM FINANCIAL STATEMENTS
CYBERSPACE VITA, INC.
(A Development Stage Company)
Balance Sheets
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As of June 30, 2012 |
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As of December 31, 2011 |
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(Unaudited) |
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(Audited) |
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ASSETS |
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Current Assets |
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Cash |
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$ |
- |
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$ |
- |
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TOTAL CURRENT ASSETS AND TOTAL ASSETS |
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$ |
- |
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$ |
- |
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LIABILITIES & STOCKHOLDERS' DEFICIT |
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Current Liabilities |
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Accounts payable |
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$ |
- |
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$ |
4,540 |
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Accrued interest, related party |
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26,757 |
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20,554 |
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Loans due to shareholders |
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233,480 |
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200,743 |
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TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES |
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260,237 |
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225,837 |
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Stockholders' Deficit |
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Preferred stock, ($.001 par value, 10,000,000 shares authorized; none issued and outstanding) |
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- |
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- |
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Common stock, ($.001 par value, 100,000,000 shares authorized; 247,550 shares outstanding as of June 30, 2012 and December 31, 2011) |
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248 |
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248 |
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Additional paid-in capital |
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44,030 |
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44,030 |
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Deficit accumulated during development stage |
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(304,515) |
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(270,115 |
) |
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Total Stockholders' Deficit |
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(260,237) |
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(225,837 |
) |
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TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT |
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$ |
- |
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$ |
- |
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See accompanying notes to financial statements.
CYBERSPACE VITA, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
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Inception |
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Three Months |
Three Months |
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Six Months |
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Six Months |
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(Nov. 7, 2006) |
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Ended |
Ended |
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Ended |
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Ended |
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through |
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June 30, |
June 30, |
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June 30, |
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June 30, |
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June 30, |
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2012 |
2011 |
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2012 |
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2011 |
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2012 |
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Revenues |
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
- |
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Operating expenses |
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Professional fees |
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11,100 |
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12,250 |
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27,100 |
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28,550 |
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235,850 |
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General and administrative |
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277 |
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459 |
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1,097 |
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2,372 |
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41,908 |
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Operating loss |
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11,377 |
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12,709 |
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28,197 |
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30,922 |
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277,758 |
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Other expenses |
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Interest expense |
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3,200 |
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2,473 |
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6,203 |
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4,645 |
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26,757 |
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Total other expenses |
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3,200 |
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2,473 |
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6,203 |
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4,645 |
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26,757 |
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Net loss |
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$ |
(14,577) |
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$ |
(15,182) |
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$ |
(34,400) |
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$ |
(35,567) |
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$ |
(304,515) |
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Basic loss per share |
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$ |
(0.06) |
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$ |
(0.06) |
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$ |
(0.14) |
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$ |
(0.14) |
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Weighted average number of common shares outstanding - basic |
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247,550 |
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247,550 |
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247,550 |
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247,550 |
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See accompanying notes to financial statements
CYBERSPACE VITA, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
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Six Months Ended June 30, 2012 |
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Six Months Ended June 30, 2011 |
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Inception (Nov. 7, 2006) through June 30, 2012 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
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$ |
(34,400 |
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$ |
(35,567 |
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$ |
(304,515 |
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Changes in operating assets and liabilities: |
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Increase (decrease) in accounts payable |
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(4,540 |
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911 |
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- |
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Increase in accrued interest expense |
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6,203 |
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4,645 |
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26,757 |
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Net cash used in operating activities |
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$ |
(32,737 |
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$ |
(30,011 |
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$ |
(277,758 |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from shareholder loans |
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32,737 |
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30,011 |
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233,480 |
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Additional paid-in capital |
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- |
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- |
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30,768 |
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Proceeds from sale of common stock |
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- |
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- |
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13,510 |
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Net cash provided by financing activities |
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32,737 |
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30,011 |
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277,758 |
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Net increase (decrease) in cash |
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- |
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- |
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- |
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Cash at beginning of period |
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- |
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- |
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- |
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Cash at end of period |
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$ |
- |
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$ |
- |
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$ |
- |
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Supplemental cash flow information: |
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Cash paid during period for interest |
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$ |
- |
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$ |
- |
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$ |
- |
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Cash paid during period for income taxes |
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$ |
- |
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$ |
- |
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$ |
- |
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Cash contributed from cancellation of common stock |
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$ |
- |
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$ |
- |
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$ |
36,000 |
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See accompanying notes to financial statements
CYBERSPACE VITA, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2012
(Unaudited)
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. Operating results for the three and six months ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. For further information, refer to the financial statements and footnotes thereto included in the Form 10-K for the year ended December 31, 2011
Business description
The Company was incorporated under the laws of the State of Nevada on November 7, 2006. The purpose for which the Corporation is organized is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Nevada including, without limitation, to provide sales of vitamins and mineral supplements on the Internet.
The Company has been in the development stage since its formation on November 7, 2006. The Company has raised certain capital in an attempt to commence operation, however it has not done so. The Company’s current business plan is to explore potential targets for a business combination with the Company through a purchase of assets, share purchase or exchange, merger or similar type of transaction. As we have not yet commenced principal operations we consider ourselves a shell company and a Development Stage Company as defined by ASC 915 “Development Stage Entities.”
As used in these Notes to the Financial Statements, the terms the “Company”, “we”, “us”, “our” and similar terms refer to Cyberspace Vita, Inc.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the 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.
CYBERSPACE VITA, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2012
(Unaudited)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON’T)
B. BASIC EARNINGS PER SHARE
The FASB issued SFAS No. 128, (ASC Topic 260) "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share.
Basic net loss per share amounts is computed by dividing the net income 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. Common stock equivalents are excluded from the computation if their effect is anti-dilutive. For all periods presented the Company has sustained losses, which would make use of equivalent shares anti-dilutive.
C. NEW ACCOUNTING PRONOUNCEMENTS
From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $304,515 from Inception (November 7, 2006) to June 30, 2012. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.
The Company is dependent on loans from its principal shareholders for continued funding. There are no commitments or guarantees from any third party to provide such funding nor is there any guarantee that the Company will be able to access the funding it requires to continue its operations.
NOTE 4. RELATED PARTY TRANSACTIONS
At June 30, 2012, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $33,480, which represents amounts loaned to the Company to pay the Company’s expenses of operation. The notes bear interest at 6% per annum and are due on December 31, 2012.
CYBERSPACE VITA, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2012
(Unaudited)
NOTE 4. RELATED PARTY TRANSACTIONS (CON’T)
Pursuant to a Services Agreement with Fountainhead Capital Management Limited (“FHM”), a shareholder who holds approximately 80.8% of the Company’s issued and outstanding common stock the Company is obligated to pay FHM a quarterly fee in the amount of $10,000, in cash or in kind, on the first day of each calendar quarter commencing May 5, 2008 and expiring on December 31, 2012. Total fees paid to FHM for the six months ended June 30, 2012 were $20,000.
NOTE 5. INCOME TAXES
As a result of historical net operating losses, the Company currently provides a full valuation allowance against its net deferred tax assets.
As of June 30, 2012, the Company does not have any accrued interest or penalties related to uncertain tax positions. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company does not have any interest or penalties related to uncertain tax positions in income tax expense for the three and six months ended June 30, 2012 and 2011. The tax years 2008-2011 remain open to examination by the major taxing jurisdictions to which the Company is subject.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
The following discussion should be read in conjunction with our unaudited financial statements and the notes thereto.
Forward-Looking Statements
This quarterly report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words "believe," "anticipate," "expect," "estimate," “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management's current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed transactions that we desire to effect; Securities and Exchange Commission regulations which affect trading in the securities of "penny stocks,"; and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The accompanying information contained in this registration statement, including, without limitation, the information set forth under the heading “Management’s Discussion and Analysis and Plan of Operation -- Risk Factors" identifies important additional factors that could materially adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statement.
Overview
We are presently a shell company (as defined in Rule 12b-2 of the Exchange Act) whose plan of operation over the next twelve months is to seek and, if possible, acquire an operating business or valuable assets by entering into a business combination. We will not be restricted in our search for business combination candidates to any particular geographical area, industry or industry segment, and may enter into a combination with a private business engaged in any line of business, including service, finance, mining, manufacturing, real estate, oil and gas, distribution, transportation, medical, communications, high technology, biotechnology or any other. Management's discretion is, as a practical matter, unlimited in the selection of a combination candidate. Management will seek combination candidates in the United States and other countries, as available time and resources permit, through existing associations and by word of mouth. This plan of operation has been adopted in order to attempt to create value for our shareholders. For further information on our plan of operation and business, see PART I, Item 1 of our Annual Report on Form 10-K for the fiscal year ending 2011.
Plan of Operation
We do not intend to do any product research or development. We do not expect to buy or sell any real estate, plant or equipment except as such a purchase might occur by way of a business combination that is structured as an asset purchase, and no such asset purchase currently is anticipated. Similarly, we do not expect to add additional employees or any full-time employees except as a result of completing a business combination, and any such employees likely will be persons already then employed by the company acquired.
From inception, the Company’s business plan was to construct an e-commerce website by which we intended to engage in the sale of vitamins on the Internet. The Company has now discontinued its prior business and changed its business plan. The Company’s business plan now consists of exploring potential targets for a business combination through the purchase of assets, share purchase or exchange, merger or similar type of transaction. We anticipate no operations unless and until we complete a business combination as described above.
CRITICAL ACCOUNTING POLICIES
The methods, estimates and judgments we use in applying our accounting policies have a significant impact on the results we report in our financial statements, which we discuss under the heading “Results of Operations” following this section of our Plan of Operation. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Due to the life cycle stage of our Company every balance sheet account has inherent estimates.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2012 COMPARED TO JUNE 30, 2011.
As of June 30, 2012 and 2011, we have not generated any revenues.
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June 30, 2012 |
June 30, 2011 |
$ Change |
% Change |
Revenue |
$ - |
$ - |
$ - |
-% |
Professional fees |
11,100 |
12,250 |
(1,150) |
(9.4%) |
G & A |
277 |
459 |
(182) |
(39.7%) |
Loss |
$ (11,377) |
$ (12,709) |
(1,332) |
(10.5)% |
The Company’s operations for the quarter ended June 30, 2012 showed only nominal changes from its operations in the comparable quarter of 2011. Professional fees incurred in both the quarters ended June 30, 2012 and 2011 include $10,000 in management services fees paid to Fountainhead Capital Management Limited and fees paid to the Company’s outside auditors and legal counsel. The Company also incurred interest expense of $3,200 and $2,473 for the three months ended June 30, 2012 and 2011, respectively.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2012 COMPARED TO JUNE 30, 2011.
As of June 30, 2012 and 2011, we have not generated any revenues.
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June 30, 2012 |
June 30, 2011 |
$ Change |
% Change |
Revenue |
$ - |
$ - |
$ - |
-% |
Professional fees |
27,100 |
28,550 |
(1,450) |
(5.1%) |
G & A |
1,097 |
2,372 |
(1,275) |
(53.8%) |
Loss |
$ (28,197) |
$ (30,922) |
(2,725) |
(8.8)% |
The Company’s operations for the six-month ended June 30, 2012 showed only nominal changes from its operations in the comparable six months of 2011. Professional fees incurred in both the six months ended June 30, 2012 and 2011 include $20,000 in management services fees paid to Fountainhead Capital Management Limited and fees paid to the Company’s outside auditors and legal counsel. The Company also incurred interest expense of $6,203 and $4,645 for the six months ended June 30, 2012 and 2011, respectively.
LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations during the quarter through proceeds from a loan from a shareholder in the amount of $19,537.
No stock was issued in the second quarter of 2012.
We had $0 cash on hand as of June 30, 2012 compared to $0 as of June 30, 2011. We will continue to need additional cash during the following twelve months and these needs will coincide with the cash demands resulting from implementing our business plan and remaining current with our Securities and Exchange Commission filings. There is no assurance that we will be able to obtain additional capital as required, or obtain the capital on acceptable terms and conditions.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $304,515 from Inception (November 7, 2006) to June 30, 2012. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the
Company cannot continue in existence. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.
The Company is dependent on loans from its principal shareholders for continued funding. There are no commitments or guarantees from any third party to provide such funding nor is there any guarantee that the Company will be able to access the funding it requires to continue its operations.
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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2012. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are not designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.
Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Changes in Internal Control Over Financial Reporting
There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Securities Exchange Act) that occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.
ITEM 1A. RISK FACTORS.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
Except as may have previously been disclosed on a current report on Form 8-K or a quarterly report on Form 10-Q, we have not sold any of our securities in a private placement transaction or otherwise during the past three years.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. [REMOVED AND RESERVED]
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit No. |
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Description |
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31.1 |
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Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 |
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Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 |
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Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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CYBERSPACE VITA, INC. |
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Date: August 7, 2012 |
By: |
/s/ Geoffrey Alison |
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_____________________________ Geoffrey Alison |
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Director, CEO, President and Treasurer (Principal Financial Officer) |
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EXHIBIT INDEX
Exhibit No. |
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Description |
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31.1 |
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Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 |
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Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 |
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Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |