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EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - CLEANSPARK, INC.f10q063012_ex31z1.htm
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - CLEANSPARK, INC.f10q063012_ex32z1.htm



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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


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


For the transition period from _______________________ to ___________________________


Commission File Number: 000-53498


Smartdata Corporation

(Exact name of registrant as specified in its charter)


Nevada

87-0449945

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)


PO BOX 1593, Moab, Utah

84532

(Address of principal executive offices)

(Zip Code)


(801) 557-6748

(Registrant's telephone number, including area code)


_______________________________________________________

(Former name, former address and former fiscal year, if changed since last report)


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 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.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

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      .


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes      . No      .


APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of August 8, 2012: 37,076,779









PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2012 and 2011 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's September 30, 2011 audited financial statements. The results of operations for the period ended June 30, 2012 are not necessarily indicative of the operating results for the full year.




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Smartdata Corporation

[A Development Stage Company]


UNAUDITED CONDENSED FINANCIAL STATEMENTS


June 30, 2012






3








Smartdata Corporation

[A Development Stage Company]





CONTENTS

 

 

 

 

PAGE

 

 

Condensed Balance Sheets, June 30, 2012  and September 30, 2011 (Unaudited)

5

 

 

Condensed Statements of Operations, for the nine months ended June 30, 2012, and 2011, and for the period from Re-entering the Development Stage [October 1, 1991] through June 30, 2012 (Unaudited)

6

 

 

Condensed Statements of Operations, for the three months ended June 30, 2012, and 2011 (Unaudited)

7

 

 

Condensed Statements of Cash Flows, for nine months ended June 30, 2012, and 2011, and for the period from Re-entering the Development Stage [October 1, 1991] through June 30, 2012 (Unaudited)

8

 

 

Notes to Unaudited Condensed Financial Statements

9





4






Smartdata Corporation

[A Development Stage Company]

CONDENSED BALANCE SHEETS

As of June 30, 2012 and September 30, 2011

(Unaudited) 

 

 

 

 

 

Assets

 

June 30,

 2012

 

September 30, 2011

 

 

 

 

 

  Cash

 $

567

 $

208

  Total Current Assets

 

567

 

208

Total Assets

$

567

$

208

 

 

 

 

 

Liabilities and Stockholders' Deficit

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

Current Liabilities

 

 

 

 

  Accounts Payable

$

4,440

$

8,320

  Convertible Promissory Note

 

16,000

 

15,000

  Payable to Shareholder

 

56,819

 

42,817

Total Current Liabilities

 

77,259

 

66,137

Total Liabilities

 

77,259

 

66,137

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

Common Stock - 100,000,000 shares authorized having a par value of $0.001 per share; 37,076,779 shares issued and outstanding, as of June 30, 2012 and September 30, 2011; respectively

 

37,077

 

37,077

Capital in Excess of par value

 

213,552

 

209,607

Deficit accumulated during the development stage

 

(327,321)

 

(312,613)

Total Stockholders' Deficit

 

(76,692)

 

(65,929)

Total Liabilities and Stockholders' Deficit

$

567

$

208


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




5






Smartdata Corporation

[A Development Stage Company]

Condensed Statements of Operations

For the Nine-Month Periods Ended June 30, 2012 and 2011 and

for the Period from Re-entering the Development Stage [October 1, 1991] through June 30, 2012

 (Unaudited)

 

 

 

 

 

 

 

 

 

For the Nine Months Ended

 

For the Period

from re-entering

the development stage

[October 1, 1991]

 

 

June 30,

 

June 30,

 

Through June 30,

 

 

2012

 

2011

 

2012

Revenues

$

-

$

-

$

-

Operating Expenses

 

 

 

 

 

 

General and Administrative Expenses

 

10,613

 

11,531

 

320,147

Loss from Operations

 

(10,613)

 

(11,531)

 

(320,147)

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

  Gain on Forgiveness of Debt

 

-

 

-

 

2,353

  Interest Expense

 

(4,095)

 

(2,642)

 

(9,527)

Total Other Income (Expense)

 

(4,095)

 

(2,642)

 

(7,174)

 

 

 

 

 

 

 

Net Loss before income taxes  

 

(14,708)

 

(14,173)

 

(327,321)

Income Taxes  

 

-

 

-

 

-

 

 

 

 

 

 

 

Net Loss

$

(14,708)

$

(14,173)

$

(327,321)

 

 

 

 

 

 

 

Basic and Diluted Loss per share

$

(.01)

$

(.01)

 

 

 

 

 

 

 

 

 

Weighted average number

 

 

 

 

 

 

of common shares outstanding

 

37,076,779

 

35,976,781

 

 


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

 





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Smartdata Corporation

[A Development Stage Company]

Condensed Statements of Operations

For the Three-Month Periods Ended June 30, 2012 and 2011

 (Unaudited)

 

 

 

 

 

 

 

For the Three Months Ended

 

 

June 30,

 

June 30,

 

 

2012

 

2011

Revenues

$

-

$

-

Operating Expenses

 

 

 

 

General and Administrative Expenses

 

3,065

 

9,061

Loss from Operations

 

(3,065)

 

(9,061)

 

 

 

 

 

Other Income (Expense)

 

 

 

 

  Gain on Forgiveness of Debt

 

-

 

-

  Interest Expense

 

(1,422)

 

(957)

Total Other Income (Expense)

 

(1,422)

 

(957)

 

 

 

 

 

Net Loss before income taxes  

 

(4,487)

 

(10,018)

Income Taxes  

 

-

 

-

 

 

 

 

 

Net Loss

$

(4,487)

$

(10,018)

 

 

 

 

 

Basic and Diluted Loss per share

$

(.01)

$

(.01)

 

 

 

 

 

Basic and diluted weighted average number

 

 

 

 

of common shares outstanding

 

37,076,779

 

35,976,781


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

 




7






Smartdata Corporation

[A Development Stage Company]


Condensed Statements of Cash Flows

For the Nine-Month Periods Ended June 30, 2012 and 2011 and

for the Period from Re-entering the Development Stage [October 1, 1991] through June 30, 2012

(Unaudited)

 

 

 

 

 

 

 

 

 

For the Nine Months Ended

 

From Re-entering the Development Stage [October 1, 1991] through

 

 

June 30,

 

June 30,

 

June 30,

 

 

2012

 

2011

 

2012

Cash Flows From Operating Activities

 

 

 

 

 

 

  Net Loss

$

(14,708)

$

(14,173)

$

(327,321)

 Adjustments to reconcile Net Loss

 

 

 

 

 

 

 To net cash used by operating activities

 

 

 

 

 

 

  Gain on forgiveness of debt

 

-

 

-

 

(2,353)

  Non-cash interest expense

 

3,945

 

2,294

 

8,966

   Shares issued for services

 

-

 

-

 

22,450

  Changes in assets and liabilities

 

 

 

 

 

 

   Increase (decrease) in accounts payable

 

(3,878)

 

1,079

 

6,794

   Increase in debt - Related Party

 

14,000

 

6,483

 

75,881

Net Cash From Operating Activities

 

(641)

 

(4,317)

 

(215,583)

 

 

 

 

 

 

 

Cash Flows From Investing Activities

 

 

 

 

 

 

Net Cash From Investing Activities

 

-

 

-

 

-

 

 

 

 

 

 

 

Cash Flows From Financing Activities

 

 

 

 

 

 

 Issuance of Notes Payable

 

1,000

 

5,000

 

16,150

 Proceeds from issuances of common stock

 

-

 

-

 

200,000

Net Cash From Financing Activities

 

1,000

 

5,000

 

216,150

 

 

 

 

 

 

 

Net Increase in Cash

 

359

 

683

 

567

 

 

 

 

 

 

 

Beginning Cash Balance

 

208

 

40

 

-

 

 

 

 

 

 

 

Ending Cash Balance

$

567

$

723

$

567

 

 

 

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

  Interest paid

$

-

$

-

$

-

  Income taxes paid

$

-

$

-

$

-

 

 

 

 

 

 

 

Supplemental Schedule of Noncash Investing and Financing Activities:

 

 

 

 

 

 

 

 

 

  Common Stock issued for Debt

$

-

$

-

$

19,213


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




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Smartdata Corporation

[A Development Stage Company]

 

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The accompanying condensed financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the results for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report for the year ended September 30, 2011. The operating results for the periods presented are not necessarily indicative of the operating results for the full year.


NOTE 2 - GOING CONCERN


The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception and has no revenue-generating activities. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is seeking potential business opportunities and is proposing to raise any necessary additional funds not provided by operations through loans and/or through additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital or achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.


NOTE 3 - NOTES PAYABLE – RELATED PARTY


Through June 30, 2012, the Company had received $56,819 in advances from certain officers of the Company under promissory notes. A balance of $56,819 is still outstanding on these notes. The notes bear no interest and are payable on demand. Although the notes bear no interest, the Company imputed interest at a rate of 8% and during the nine month period ended June 30, 2012 recognized $4,095 in interest expense with an increase to additional paid in capital for the same amount.


NOTE 4 - NEW ACCOUNTING STANDARDS


From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date.  If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption.




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ITEM 2. PLAN OF OPERATIONS


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION


FORWARD-LOOKING STATEMENT NOTICE


This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate" or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.


PLAN OF OPERATION


Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.


During the next 12 months, our only foreseeable cash requirements, which may be advanced by our management or principal stockholders as loans to us, will relate to maintaining our good standing or the payment of expenses associated with legal, accounting and other fees related to our compliance with the Exchange Act requirements of being a reporting issuer and reviewing or investigating any potential acquisition or business combination candidate.  Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective acquisition or business combination candidate as of the date of this Quarterly Report, it is impossible to predict the amount of any such costs or required advances.  Any such loan will be on terms no less favorable to us than would have been made available to us from a commercial lender in an arm’s length transaction.   


LIQUIDITY AND CAPITAL RESOURCES


The Company remains in the development stage and has experienced no significant change in liquidity or capital resources or stockholders' equity since inception. The Company's balance sheet as of June 30, 2012, reflects a total asset value of $567. The Company has little cash and no line of credit, other than that which present management may agree to extend to or invest in the Company, nor does it expect to have one before a merger is effected. The Company will carry out its plan of business as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company may eventually acquire.


RESULTS OF OPERATIONS


We had no operations during the quarterly period ended June 30, 2012, nor do we have operations as of the date of this filing. General and administrative expenses for the nine month period ended June 30, 2012 were $10,613 compared to $11,531 for the June 30, 2011 period. General and administrative expenses for the nine months ended June 30, 2012, were comprised mainly of accounting and stock transfer fees. For the nine month period ended June 30, 2012 we had a net loss of $14,708 compared to a net loss of $14,173 in the June 30, 2011 period. The decrease in expense was due to a decrease in accounting fees.


General and administrative expenses for the three month period ended June 30, 2012 were $3,065 compared to $9,061 for the June 30, 2011 period. General and administrative expenses for the three months ended June 30, 2012, were comprised mainly of accounting and stock transfer fees. For the three month period ended June 30, 2012 we had a net loss of $4,487 compared to a net loss of $10,018 in the June 30, 2011 period. The decrease in expense was due to the delay in the preparation of 10-K and 10-Q reports during the prior year.


For the current fiscal year, the Company anticipates incurring a loss as a result of legal and accounting expenses, and expenses associated with locating and evaluating acquisition candidates. The Company anticipates that until a business combination is completed with an acquisition candidate, it will not generate revenues, and may continue to operate at a loss after completing a business combination, depending upon the performance of the acquired business.




10





NEED FOR ADDITIONAL FINANCING


Based upon current management's willingness to extend credit to the Company and/or invest in the Company until a business combination is completed, the Company believes that its existing capital will be sufficient to meet the Company's cash needs required for the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended, and for the costs of accomplishing its goal of completing a business combination, for an indefinite period of time. Accordingly, in the event the Company is able to complete a business combination during this period, it anticipates that its existing capital will be sufficient to allow it to accomplish the goal of completing a business combination. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow it to complete a business combination, and once a business combination is completed, the Company's needs for additional financing are likely to increase substantially. In addition, as current management is under no obligation to continue to extend credit to the Company and/or invest in the Company, there is no assurance that such credit or investment will continue or that it will continue to be sufficient for future periods.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not required by smaller reporting companies.


ITEM 4T. CONTROLS AND PROCEDURES.


(a) Evaluation of Disclosure Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission ("SEC"), and that such information is accumulated and communicated to management, including the President and Secretary, to allow timely decisions regarding required disclosures. Under the supervision and with the participation of our management, including our President and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based upon that evaluation, our President and Secretary concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective, but the costs of remediation would place further strain on the Company’s limited access to capital.


(b) Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.




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PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS.


No legal proceedings are threatened or pending against Smartdata Corporation, or any of our officers or directors. Further, none of our officers, directors or affiliates are parties against Smartdata Corporation, or have any material interests in actions that are adverse to our own.


ITEM 1A. RISK FACTORS


Smaller reporting companies are not required to provide the information required by this item.


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


None.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.


None


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.


No matters were submitted during the period covered by this report to a vote of security holders.


ITEM 5. OTHER INFORMATION.


None


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.


(a) Exhibits


Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.


 

 

 

Exhibit No.

Title of Document

Location

 

 

 

31.1

Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Attached

 

 

 

32.1

Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Attached



(b) Reports on Form 8-K


None


* The Exhibit attached to this Form 10-Q shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.




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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.




Smartdata Corporation

Date: August 20 , 2012



By: /s/ Burkeley Priest                               

Burkeley Priest, President, CEO and CFO






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