UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

 

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2012

 

OR

 

[  ]

TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________________________ to ___________________________

 

Commission file number: 333-167130

 

SAVVY BUSINESS SUPPORT, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada		27-2473958
(State of Other Jurisdiction of Incorporation or		(I.R.S. Employer Identification Number)
Organization)
The Courts of Red Bank
130 Maple Avenue, Suite 9B2
Red Bank, NJ		07701
(Address of Principal Executive Offices)		(Zip Code)

 

(732) 530-9007

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

 

Copies to:

The Sourlis Law Firm

The Courts of Red Bank

130 Maple Avenue, Suite 9B2

Red Bank, New Jersey 07701

T: (732) 530-9007

F: (732) 530-9008

Virginia@SourlisLaw.com

www.SourlisLaw.com

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

 

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 [ ] No [X]

 

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. (Check one):

 

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 [ ]

 

As of August 14, 2012, there were 5,055,000 shares of common stock outstanding and no shares of preferred stock outstanding.

 

 

 

TABLE OF CONTENTS

 

				Page
PART I - FINANCIAL INFORMATION
Item 1.		Financial Statements		F-1
Item 2.		Management’s Discussion and Analysis of Financial Condition and Plan of Operations		3
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		8
Item 4.		Controls and Procedures		8
PART II - OTHER INFORMATION
Item 1.		Legal Proceedings		8
Item 1A.		Risk Factors		8
Item 2.		Unregistered Sale of Equity Securities and Use of Proceeds		9
Item 3.		Defaults Upon Senior Securities		9
Item 4.		Submission of Matters to a Vote of Security Holders		9
Item 5.		Other Information		9
Item 6.		Exhibits		9
SIGNATURES				10

 

 

PART I

 

Item 1. Financial Statements.

 

Savvy Business Support, Inc.

(A Development Stage Company)

Balance Sheets

 

			06/30/2012				09/30/2011
			(Unaudited)				(Audited)
ASSETS
Current assets
Cash		$	90			$	4
Total current assets			90				4
Total assets		$	90			$	4
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable		$	7,700			$	4,000
Due to related party			21,206				12,760
Total current liabilities		$	28,906			$	16,760
Stockholders’ deficit
Preferred stock, $.0001 par value, authorized 10,000,000 shares,  none issued and outstanding			-				-
Common stock, $.0001 par value, authorized 100,000,000 shares; 5,055,000 issued and outstanding			506				506
Additional paid-in capital			9,994				9,994
Deficit accumulated during the development stage			(39,316	)			(27,256	)
Total stockholders’ deficit			(28,816	)			(16,756	)
Total liabilities and stockholders’ deficit		$	90			$	4

 

See accompanying notes to financial statements.

 

 

Savvy Business Support, Inc.

(A Development Stage Company)

Statements of Operations

 

		For the three months ended								For the nine months ended								From April 30, 2010
		June 30,								June 30,								(Inception) to
		2012				2011				2012				2011				June 30, 2012
		Unaudited				Unaudited				Unaudited				Unaudited				Unaudited
Revenue		$	-			$	-			$	-			$	-			$	-
Cost of goods sold			-				-				-				-				-
Gross profit			-				-				-				-				-
General and administrative expenses			5,560				4,107				12,060				8,671				39,316
Net loss		$	(5,560	)		$	(4,107	)		$	(12,060	)		$	(8,671	)		$	(39,316	)
Weighted average number of common shares outstanding (basic and fully diluted)			5,055,000				5,050,000				5,055,000				5,042,491				5,041,101
Basic and diluted (loss) per common share		$	-			$	-			$	-			$	-			$	-

 

See accompanying notes to financial statements.

 

 

Savvy Business Support, Inc.

(A Development Stage Company)

Statements of Cash Flows

 

		For the nine months ended								From April 30, 2010
		June 30,								(Inception) to
		2012				2011				June 30, 2012
		(Unaudited)				(Unaudited)				(Unaudited)
Cash flows from operating activities
Net loss		$	(12,060	)		$	(8,671	)		$	(39,316	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Stock issued for services			-				500				500
Changes in operating assets and liabilities:
Increase in prepaid expense			-				(260	)			-
Increase in accounts payable			5,200				(500	)			7,700
Net cash used in operating activities			(6,860	)			(8,931	)			(31,116	)
Cash flows from financing activities
Proceeds from issuance of common stock			-				4,127				10,000
Proceeds from related party advances			6,946				5,000				21,206
Net cash provided by financing activities			6,946				9,127				31,206
Net increase in cash			86				196				90
Cash - beginning of period			4				1,936				-
Cash - end of period		$	90			$	2,132			$	90
Supplemental disclosure of cash flow information:
Taxes paid		$	-			$	-			$	-
Interest paid		$	-			$	-			$	-

 

  See accompanying notes to financial statements.

 

 

SAVVY BUSINESS SUPPORT, INC.

A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS

 

NOTE 1 - Organization

 

Savvy Business Support, Inc. (“the Company”) was incorporated in State of Nevada on April 30, 2010 and is authorized to do business in the State of New Jersey.

 

The Company is a development stage business consulting company with a principal business of offering general business services/support to start-up companies, small and medium business planning to expand, individuals, and other business and organizations.

 

NOTE 2 – Basis of Presentation and Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The interim unaudited financial statements should be read in conjunction with the financial statements included in the Form 10-K for the year ended September 30, 2011. In the opinion of management, all adjustments considered necessary for the fair presentation consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine months ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ended September 30, 2012.

 

Going Concern

 

As of June 30, 2012, the accompanying financial statements have been presented on the basis that it is a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

For the period from April 30, 2010 (inception) to June 30, 2012, the Company incurred losses of $39,316 consisting of professional and SEC audit fees for the Company to maintain its SEC reporting requirements.

 

The ability of the Company to continue as a going concern is dependent upon its ability to obtain financing and upon future operations from the development of its planned business as well as to raise additional capital from the sale of Common Stock and, ultimately, the achievement of significant operating revenues. There can be no assurance that the Company will be successful in obtaining financing at the level needed or on terms acceptable to the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of June 30, 2012, the Company maintained one bank account with a financial institution located in New Jersey.

 

Fair Value of Financial Instruments

 

The fair value of cash and cash equivalents and accounts payable approximates the carrying amount of these financial instruments due to their short maturity.

 

 

Net Loss per Share Calculation

 

Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

 

Revenue Recognition

 

For the period April 30, 2010 (inception) to June 30, 2012, the Company did not realize any revenue

 

Income Taxes

 

Income taxes are provided for using the liability method of accounting. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. 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 effect of changes in tax laws and rates on the date of enactment.

 

Recently Issued Accounting Pronouncements

 

In September 2011, the FASB issued an accounting standard update that amends the accounting guidance on goodwill impairment testing. The amendments in this accounting standard update are intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The amendments in this accounting standard update are effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of this accounting standard update will become effective for the reporting period beginning October 1, 2012. The adoption of this guidance will not have a material impact on the Company’s financial position, result of operations or cash flows.

 

As of June 30, 2012, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

 

NOTE 3 – Related Party Transactions

 

Office Rent

 

As of June 30, 2012, the Company operated out of the premises of The Sourlis Law Firm offices on a rent-free basis for administrative purposes. There is no written agreement or other material terms or arrangements relating to this office space arrangement. For the period April 30, 2010 (date of inception) to June 30, 2012, the rent expense was zero.

 

Due to Related Party

 

As of March 31, 2012, the Company owed Virginia Sourlis, the majority shareholder of the Company and the Sourlis Law Firm, $21,206 consisting of advances that Ms. Sourlis made on behalf of the Company in the form of direct payments to certain vendors and accrued legal fees owed to the Sourlis Law Firm. There is no written agreement or other material terms or arrangements relating to the advances that Ms. Sourlis made on behalf of the Company.

 

NOTE 4 − Preferred Stock

 

As of June 30, 2012, the Company is authorized to issue 10,000,000 shares of Preferred Stock, par value of $0.0001 per share; no preferred stock was issued and outstanding.

 

NOTE 5 − Common Stock

 

As of June 30, 2012, the Company is authorized to issue 100,000,000 shares of Common Stock, par value of $0.0001 per share; 5,055,000 shares of common stock were issued and outstanding.

 

NOTE 6 – Subsequent Events (Unaudited)

 

As of August 14, 2012, the date the interim financial statements were available to be issued, there are no other subsequent events that are required to be recorded or disclosed in the accompanying financial statements as of and for the nine months ended June 30, 2012.

 

 

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

 

Forward-Looking Statements

 

This Report contains statements that we believe are, or may be considered to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report regarding the prospects of our industry or our prospects, plans, financial position or business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plans,” “forecasts,” “continue” or “could” or the negatives of these terms or variations of them or similar terms. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Report.

 

Business Overview

 

General Information about the Company

 

Savvy Business Support, Inc. (the “Company” or “Savvy”) was incorporated in the State of Nevada on April 30, 2010. The Company is offering general business services/support to start-up companies, small and medium business planning to expand, individuals, and other business and organizations. From the date of formation, the Company commenced operations, discussing and offering its business consulting services to prospective clients. Because we currently have nominal operations and minimal assets, we are currently considered to be a shell company under the Securities Exchange Act of 1934, as amended. Therefore, an investment in our Company should be considered extremely risky, and an investment suitable only for those who can afford to lose the entirety of their investment.

 

We offer comprehensive services tailored to the client’s desired goal and needs. The documentation we intend to produce may be for a client’s internal use, compliance reporting or documentation supporting a business opportunity. The advantage we have over the competition is that we offer an all-encompassing solution with emphasis on due diligence, competition analysis, strategy and implementation, market analysis and wide-ranging pro-forma financial projections.

 

Savvy’s operations to date have been devoted primarily to start-up and development activities, which include the following:

 

1.

Formation of the Company;

 

2.

Development of the Savvy Business Support, Inc. business plan;

 

3.

Initiated working on sales and marketing material;

 

4.

Conducted due diligence and identified four major classifications of market segmentation to target and adopted a focused marketing strategy. These classifications include:

 

●

Individual Entrepreneurs;

 

●

Small - Large Privately Held Companies;

 

●

Small to Large Publicly Traded Corporations; and

 

●

Small to Large Going Public Companies.

  

 

The Company anticipates sales to begin approximately within one year following this Report. In order to generate revenues, Savvy Business Support, Inc. must address the following areas:

 

1.

Finalize and implement our marketing plan: In order to effectively market our services, the Company has adopted a focused marketing strategy that it needs to finalize and implement. This all-encompassing strategy is broken down into four major market segmentations. While client satisfaction is paramount and an underscoring philosophy, the marketing strategy varies based on the size of the targeted client.

 

2.

Promoting our services as mutually beneficial: Referral relationships will be one key to our success. One of our strategies is to offer our services to business where their clients require services that are beyond their internal manpower. Savvy will portray a professional image and complete the services efficiently and cost effectively. Conducting business in this manner will result in a positive reflection on our Company as well as the referring client.

 

3.

Constantly monitor our market: We plan to constantly monitor our targeted market segmentations and adapt to consumers’ needs, wants and desires. To be successful we plan to evolve and diversify or expand our scope of services to satisfy our clients.

 

The Company believes that raising $200,000 through the sale of common equity will be sufficient for the Company to become operational and sustain operations through the next twelve (12) months. We believe that the recurring revenues from services performed will be sufficient to support ongoing operations. Unfortunately, this can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flow from services will be adequate to maintain our business. Our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in the Report, for the period April 30, 2010 (inception) to September 30, 2011.

 

The Company currently has one officer and director. This individual allocates time and personal resources to the Company on a part-time basis.

 

As of the date of this Report, the Company has 5,050,000 shares Common Stock issued and outstanding.

 

The Company has administrative offices located at The Courts of Red Bank, 130 Maple Avenue, Suite 9B2, Red Bank NJ 07701. We use this office space free of charge from our sole director and officer.

 

Savvy’s fiscal year end is September 30th.

 

Status as a Shell Company

 

Because we have nominal operations and minimal assets, we are considered to be a “shell company” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Because the Company is considered a “shell company,” the Company’s securities sold in previous offerings can only be resold through registration under the Securities Act of 1933, as amended (the “Securities Act”); Section 4(1) of the Securities Act, if available, for non-affiliates; or by meeting the conditions of Rule 144(i) of the Securities Act. Therefore, an investment in our Company’s securities should be considered extremely risky, and an investment suitable only for those who can afford to lose the entirety of their investment.

 

Rule 419

 

The Company is not a “blank check company” as defined by Rule 419 of the Securities Act (“Rule 419”), and therefore the Report need not comply with the requirements of Rule 419.

 

Rule 419 defines a “blank check company” as a company that:

 

i.

is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and

 

ii.

is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act.

 

The Company has a very specific business purpose and a bona fide plan of operations. Its business plan and purpose is to provide a broad range of business support and consulting services, including specific business advice, and third party service provider and financing referrals to entrepreneurs, small, medium and large companies, including both privately held and publicly traded entities. The Company offers comprehensive services tailored to each client’s desired goals and needs. The Company offers an all-encompassing solution to every potential client’s need with emphasis on due diligence, research on competitor analysis, strategy and implementation, market analysis and wide-ranging pro-forma financial projections. Due to the nature of the business, fees are generally individually negotiated, billed on a case-by-case basis or as a monthly flat rate fee.

 

As of the date of this Report, the Company has not generated revenues, as it has only been operating for a relatively short period of time. However, the Company is in contact with and has been actively negotiating with potential clients. Upon the receipt of adequate funding, the Company intends to implement a wider marketing campaign in an effort to generate further business leads and expand its base of clientele, and intends to hire personnel who can devote their efforts on a fulltime basis. Lastly, the Company does not have any plans or intentions to engage in a merger or acquisition with an unidentified company or companies or other entity or person.

 

 

Organizational History

 

We were incorporated in State of Nevada on April 30, 2010. The Company is authorized to issue one hundred ten million (110,000,000) shares of capital stock, one hundred million (100,000,000) shares of which are designated as Common Stock, and ten million (10,000,000) shares of preferred stock, $0.0001 par value, which can be designated by the Board of Directors in one or more classes with voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions without stockholder approval.

 

There are currently an aggregate of 5,055,000 shares of the Company’s Common Stock issued and outstanding. Because we currently have nominal operations and minimal assets, we are currently considered to be a “shell company” as defined in Rule 12b-2 of the Exchange Act.

 

On May 27, 2010, the Company filed a Registration Statement on Form S-1 (File No.: 33-167130) with the Securities and Exchange Commission therein registering under the Securities Act an aggregate of 2,000,000 shares of Common Stock for sale by the Company for $0.10 per share. The SEC declared the Registration Statement effective on August 12, 2010. The Company sold an aggregate of 50,000 of Common Stock pursuant to the Registration Statement.

 

The Company’s Common Stock is quoted on the OTC Bulletin Board under the symbol “SYVB.”

 

Plan of Operations

 

We will provide the following consulting services to start-up companies for a flat monthly fee or individually negotiated one-time fee:

 

●

General Business Education and Advice for novice entrepreneurs including Q&A sessions;

●

Business plan writing;

●

Determination of which type of entity would be best for the proposed business;

●

Support and assistance with the formation of the new business entity;

●

Providing corporate accounting and bookkeeping referrals; and

●

Support for corporate structuring and financing;

 

We will provide the following consulting services to going public companies for a flat monthly fee or individually negotiated one-time fee:

 

●

Provide at least 3 Market Makers referrals* (complimentary service);

▪

We will not be accepting any compensation for market maker referrals, and this service will be complementary. Our role in referring clientele to market makers will be solely introductory, in the form of a phone call or email linking the two parties. After such introductions are made, we will have no further direct dealings in such a context with the market maker.

●

Education - Explaining the role of the Market Makers, PCAOB auditors, transfer agents and the like to our clients to enable them to make informed decisions;

●

Provide at least 3 PCAOB Auditors referrals*;

●

Provide at least 3 qualified/accredited individual and/or institutional investors referrals*;

●

Support and explanation of going public;

●

Support for corporate structuring and financing; and

●

Support for filing of Form 211 (Rule 15c2-11).

 

*Referrals made by our Company to clients may involve certain conflicts of interest between the Company, Ms. Sourlis individually, Ms. Sourlis’ law firm, and the client. We will make every attempt to ensure that all known and possible conflicts of interest are disclosed to each client upon making such referral and, if not waived by the client, cease working with the client in one or more capacities.

 

Our Company believes that we have formulated a business model to succeed in a downsizing corporate America and a turbulent economy. We have conducted the necessary due diligence and we believe we tailored a multifaceted business model to compete in the business services sector.

 

Fees

 

Revenues will be derived from fees we will charge our clientele in the form of cash and on a case-by-case basis. In certain favorable circumstances, we may negotiate with the client and receive all or a portion of payment in the form of equity in such client’s company. We intend to offer clients our comprehensive services for a flat monthly fee, or on a project-by-project “à la carte” basis. At no time will we charge any client for referrals of market makers.

 

 

At the present time, we intend to charge clients a flat rate fee per month for comprehensive services. The amount of the monthly fee will vary and may increase based on the size and complexity of such client, the amount and skill of work involved, and based on individual negotiations with a particular client.

 

Fees for clients who elect to retain our services on a project-by-project basis shall be individually negotiated and will vary based on the size and complexity of such client, the amount and skill of work involved, and with consideration to rates being charged throughout the industry for similar services.

 

Our fee structure is subject to current market conditions and is therefore subject to change. However, at no point will the client be unaware of any rate change.

 

In certain situations, we may negotiate with our clients to receive all or a portion of payment owed to us for services rendered in the form of equity in that client’s company. Such determination will be made by our sole officer, Virginia K. Sourlis. While we generally prefer to receive cash compensation, our officer may believe that certain situations require the receipt of restricted equity as compensation. Risks associated with receiving restricted equity compensation include, but are not limited to, 1) problems of liquidity where no market exists for such equity and therefore the Company cannot sell such equity and realize cash; 2) the client goes out of business and such equity is rendered worthless; 3) the equity is sold for less than the value of services provided by us to the client.

 

We believe that it is necessary to receive a limited amount of equity in order to hedge the associated risks involved with such form of payment. However, any loss we experience related to equity compensation could have a material effect on our ability to become profitable, and in the long term, to continue as a going concern.

 

Going Concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has a negative current ratio and Company has incurred an accumulated deficit of $39,316 for the period from April 30, 2010 (inception) to June 30, 2012. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

The following table provides selected financial data about our company for the period from the date of inception through June 30, 2012. For detailed financial information, see the financial statements included in this Report.

 

Balance Sheet Data:

 

Cash		$	90
Total assets		$	90
Total liabilities		$	28,906
Total stockholders’ deficit		$	28,816

 

If we experience a shortfall in operating capital, our majority shareholder has verbally agreed to advance the Company funds to fund operations.

 

The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its planned business. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.

 

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.

 

Results of Operations

 

At June 30, 2012, our total assets consisted solely of cash on hand which was $90 compared to $4 at September 30, 2011.

 

At June 30, 2012, our total current liabilities were $28,906 and consisted of $7,700 in accounts payable and $21,206 in amounts due to a related party. As of September 30, 2011, our total current liabilities were $16,760 and consisted of $4,000 in accounts payable and $12,760 in amounts due to a related party. The accounts payable primarily consist of audit and SEC filing fees as the Company commenced its SEC reporting requirements after the SEC declared the Company’s Registration Statement on Form S-1 (File No.: 333-16713) on August 12, 2010.

 

Our Total Stockholders’ Deficit was $28,816 as of June 30, 2012, compared to $16,756 at September 30, 2011.

 

 

Three Months Ended June 30, 2012 compared to Three Months due June 30, 2011.

 

Revenues. We had no revenues for the three months ended June 30, 2012 or June 30, 2011. To date, we have not attained any revenues.

 

Net Loss. We had a net loss of $5,560 for the three months ended June 30, 2012, compared to $4,107 for the three months ended June 30, 2011. Net Loss was comprised solely of General and Administrative Expenses which consisted of legal and professional fees.

 

Nine Months Ended June 30, 2012 Compared to Nine Months Ended June 30, 2011

 

Revenues. We had no revenues for the nine months ended June 30, 2012 or June 30, 2011. To date, we have not attained any revenues.

 

Net Loss. We had a net loss of $12,060 for the nine months ended June 30, 2012, compared to $8,671 for the nine months ended June 30, 2011. Net Loss was comprised solely of General and Administrative Expenses which consisted of legal and professional fees.

 

Liquidity and Capital Resources

 

At June 30, 2012, we had $90 in cash on hand and an accumulated deficit of $39,316 and have not generated any revenues to date. In their report for the fiscal year ended September 30, 2011, our auditors have expressed that there is substantial doubt as to our ability to continue as a going concern.

 

To date, our operations have been funded by Virginia K. Sourlis, our sole officer and director, pursuant to a verbal, non-binding agreement. Ms. Sourlis has agreed to personally fund the Company’s operating and SEC reporting expenses until the Company can achieve revenues sufficient to sustain its operational and regulatory requirements, of which there can be no assurances. Future contributions by Ms. Sourlis to the Company, pursuant to the verbal and non-binding agreement, will be reflected on the financial statements of the Company as current liabilities under due from related party.

 

The Company has also raised money from the public and private sales of its Common Stock. On May 20, 2010, the Company issued a total of 5,000,000 shares of Common Stock to Ms. Sourlis for aggregate cash consideration of $5,000. Also, on May 27, 2010, the Company filed a Registration Statement on Form S-1 (File No.: 33-167130) with the Securities and Exchange Commission therein registering under the Securities Act an aggregate of 2,000,000 shares of Common Stock for sale by the Company for $0.10 per share. The SEC declared the Registration Statement effective on August 12, 2010 and the Company sold an aggregate of 50,000 of Common Stock pursuant to the Registration Statement for aggregate gross proceeds of $5,000.

 

We believe that we will start to generate revenue within the next 12 months and that we will need at least $200,000 to sustain our operations during such period.

 

As stated above and throughout this Report, in certain situations, we may negotiate with our clients to receive all or a portion of payment owed to us for services rendered in the form of equity in that client’s company. Such determination will be made by our sole officer, Virginia K. Sourlis. While we generally prefer to receive cash compensation, our officer may believe that certain situations require the receipt of restricted equity as compensation. Risks associated with receiving restricted equity compensation include, but are not limited to, 1) problems of liquidity where no market exists for such equity and therefore the Company cannot sell such equity and realize cash; 2) the client goes out of business and such equity is rendered worthless; 3) the equity is sold for less than the value of services provided by us to the client.

 

We believe that it is necessary to receive a limited amount of equity in order to hedge the associated risks involved with such form of payment. However, any loss we experience related to equity compensation could have a material effect on our ability to generate revenues, become profitable, and to continue as a going concern.

 

Off -Balance Sheet Operations

 

The Company does not have any off-balance sheet operations.

 

CRITICAL ACCOUNTING POLICIES

 

The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (US GAAP) for financial information and in accordance with the Securities and Exchange Commission’s Regulation S-X. They reflect all adjustments which are, in the opinion of the Company’s management, necessary for a fair presentation of the financial position and operating results as of and for the period April 30, 2010 (date of inception) to June 30, 2012.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates.

 

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of June 30, 2012, the Company maintained one bank account with a financial institution located in New Jersey.

 

Fair Value of Financial Instruments

 

The fair value of cash and cash equivalents and accounts payable approximates the carrying amount of these financial instruments due to their short maturity.

 

Net Loss per Share Calculation

 

Basic net loss per common share (“EPS”) is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

 

Revenue Recognition

 

For the period April 30, 2010 (inception) to June 30, 2012, the Company did not realize any revenue

 

Income Taxes

 

Income taxes are provided for using the liability method of accounting. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. 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 effect of changes in tax laws and rates on the date of enactment.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

N/A.

 

Item 4T. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures.

 

In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required to perform an evaluation under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period.

 

Based upon that evaluation, our management has concluded that, as of June 30, 2012, our disclosure controls and procedures were not effective.

 

Changes in Internal Controls.

 

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II

OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None

 

Item 1A. Risk Factors.

 

N/A

 

 

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

 

None

 

Item 3. Defaults Upon Senior Securities.

 

N/A

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

N/A

 

Item 5. Other Information.

 

N/A

 

Item 6. Exhibits.

 

Index to Exhibits

 

Exhibit		Description
31.1(1)		Certification of the Company’s Principal Executive Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934, as amended
32.1(1)		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer).

  

(1)

Filed herewith.

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

Date: August 14, 2012	By:	/s/ VIRGINIA K. SOURLIS
		Name: Virginia K. Sourlis
		Title: President and Director
		(Principal Executive Officer,
		Principal Financial Officer
		and Principal Accounting Officer)