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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 10-Q


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


For the quarterly period ended March 31, 2012


or


¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from __________________ to __________________________


Commission file number:  000-54403


PORTUS HOLDINGS INC.

(Name of registrant as specified in its charter)



Nevada

45-1283820

(State or other jurisdiction of incorporation or organization)

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


110 East Broward Blvd.  Suite 1700

Fort Lauderdale, Florida  33301

(Address of principal executive offices)(Zip Code)


(954)778-8211

(Registrant's telephone number, including area code)


N/A

(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 ¨  No þ


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 þ


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

¨

 

Small 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 þ   No ¨


APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock as of the latest practicable date:  118,975,000 shares of Common Stock as of September 24, 2012.

 

 

 





 

 

 

PART I. - FINANCIAL INFORMATION

Item 1.

Financial Statements

1

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

5

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

6

Item 4.

Controls and Procedures.

6

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

7

Item 1A.

Risk Factors.

7

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

7

Item 3.

Defaults Upon Senior Securities.

7

Item 4.

Mine Safety Disclosure.

7

Item 5.

Other Information.

7

Item 6.

Exhibits.

7



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


Certain statements in this quarterly report on Form 10-Q contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Generally, the words “believes”, “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements which include, but are not limited to, statements concerning the Company’s expectations regarding its working capital requirements, financing requirements, business prospects, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.





PART 1 - FINANCIAL INFORMATION


Item 1.

Financial Statements.


PORTUS HOLDINGS, INC.

F/K/A SOLIDO VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS


 

 

March 31,

2012

 

 

December 31,

2011

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

$

-

 

 

$

-

 

TOTAL ASSETS

 

$

-

 

 

$

-

 

  

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accounts Payable

 

$

83

 

 

$

85

 

TOTAL CURRENT LIABILITIES

 

 

83

 

 

 

85

 

  

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Preferred stock, $0.0001 par value, authorized: 75,000,000 shares, Issued and outstanding: None

 

 

-

 

 

 

-

 

Common stock, $0.0001 par value, authorized: 425,000,000 shares, Issued and outstanding: 112,500,000 shares issued and outstanding

 

 

11,250

 

 

 

11,250

 

Additional Paid in Capital

 

$

(7,500

)

 

$

(7,500

)

Deficit accumulated during the development stage

 

$

(3,833

)

 

$

(3,835

)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)

 

$

(83

)

 

$

(85

)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

$

-

 

 

$

-

 


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





1



PORTUS HOLDINGS, INC.

F/K/A SOLIDO VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)


 

 

 

For the

Three Months

Ended

March 31,

2012

 

 

 

For the

Period from

March 31,

2011

(Inception) to

March 31,

2011

 

 

 

For the

Period from

March 31,

2011

(Inception) to

March 31,

2012

 

REVENUE

 

$

-

 

 

$

-

 

 

$

-

 

  

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Finance & Accounting

 

 

-

 

 

$

3,000

 

 

$

3,000

 

Incorporation Expenses

 

 

-

 

 

$

750

 

 

$

750

 

Bank Charges

 

$

(2

)

 

 

-

 

 

$

83

 

Total Expenses

 

$

(2

)

 

$

3,750

 

 

$

3,833

 

NET INCOME (LOSS)

 

$

2

 

 

$

(3,750

)

 

$

(3,833

)

  

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER SHARE

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

0.00

 

 

$

(0.00

)

 

 

-

 

  

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

112,500,000

 

 

 

112,500,000

 

 

 

-

 


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




2



PORTUS HOLDINGS, INC.

F/K/A SOLIDO VENTURES, INC.

 (A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)


 

 

For the

Three Months

Ended

March 31,

2012

 

 

For the

Period from

March 31,

2011

(Inception) to

March 31,

2011

 

 

For the

Period from

March 31,

2011

(Inception) to

March 31,

2012

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$

2

 

 

$

(3,750

)

 

$

(3,833

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Increase / Decrease in accounts payable

 

 

(2

)

 

 

3,750

 

 

 

83

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

-

 

 

 

-

 

 

 

(3,750

)

  

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

 

-

 

 

 

3,750

 

 

 

3,750

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

-

 

 

 

3,750

 

 

 

3,750

 

  

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

 

-

 

 

 

3,750

 

 

 

-

 

  

 

 

 

 

 

 

 

 

 

 

 

 

CASH, BEGINNING OF PERIOD

 

 

-

 

 

 

-

 

 

 

-

 

  

 

 

 

 

 

 

 

 

 

 

 

 

CASH, END OF PERIOD

 

$

-

 

 

$

3,750

 

 

$

-

 

  

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid

 

$

-

 

 

$

-

 

 

$

-

 

Income taxes paid

 

$

-

 

 

$

-

 

 

$

-

 


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




3



PORTUS HOLDINGS INC.


NOTES TO THE UNAUDITED FINANCIAL STATEMENTS


For the Three Months Ended March 31, 2012


NOTE 1 BASIS OF PRESENTATION


The financial information included herein is unaudited and has been prepared consistent with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8, Rule 8.03 of Regulation S-K. Accordingly, these financial statements do not include all information required by generally accepted accounting principles for annual financial statements. These statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2011, from which the balance sheet information as of that date is derived. These interim financial statements contain all adjustments necessary in the opinion of management for a fair statement of results for the interim periods presented.


The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the results to be expected for the full year.


NOTE 2 - GOING CONCERN


The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred a net loss of $3,833 for the period from March 31, 2011 (inception) to March 31, 2012. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities.


The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.


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. 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.


NOTE 3 - SUBSEQUENT EVENTS


On June 5, 2012, Michael Burns entered into a stock purchase agreement (the “Agreement”) with Portus Inc., a Nevada corporation, whereby Portus acquired all of the Company’s issued and outstanding shares of common stock. In connection with this transaction, Mr. Burns tendered his resignation and Mr. George Dale Murray, II was appointed the Company’s sole officer and director.


On June 12, 2012 the Company approved a 3:1 forward split of the Company’s common stock. As a result of the foregoing the number of issued and outstanding shares of common stock increased from 37,500,000 to 112,500,000. All share and per share amounts have been restated to reflect this event from the first day of the first period presented.


The Company has issued a total of 6,475,000 shares of its common stock pursuant to the exemption from registration under Section 4(2) of the Securities Act.




4



Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operation


THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

 

Background


Portus Holdings Inc. f/k/a Solido Ventures, Inc. (“Portus” or the “Company”) was incorporated on March 31, 2011, under the laws of the State of Nevada to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Portus has been in the developmental stage since inception and has limited operations to date. The Company was formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.


In analyzing prospective business opportunities, management may consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which may be anticipated; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. This discussion of the proposed criteria is not meant to be restrictive of the virtually unlimited discretion of the Company to search for and enter into potential business opportunities.


The search for a target company will not be restricted to any specific kind of business entities, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which the Company may become engaged, whether such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.


In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, licensing agreement or other arrangement with another corporation or entity. On the consummation of a transaction, it is likely that the present management and stockholder of the Company will no longer be in control of the Company. In addition, it is likely that the officer and director of the Company will, as part of the terms of the business combination, resign and be replaced by one or more new officers and directors.


It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance.


The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms.


As of March 31, 2012, the Company had not generated revenues and had no income or cash flows from operations since inception. There is no assurance that the Company will identify an acquisition candidate, generate revenues or become profitable.


The Company has no employees and one officer, director and shareholder.




5



Our Business

 

Comparison of Operating Results for the Three Months ended March 31, 2012 and from Inception (March 31, 2011) through March 31, 2012.


Since Inception, we have not generated revenues and do not anticipate generating revenues unless we are successful in acquiring an operating company. Cost incurred to date were financed from the sale of our common stock. We incurred nominal expenses for the period ended March 31, 2012. Since Inception we incurred a total of $3,833 in total expenses including $3,000 in finance and accounting fees,$750 in incorporating expenses and $83.00 in bank charges. Our Net Loss since Inception totaled $(3,833).


Liquidity and Capital Resources


Assets and Liabilities


At March 31, 2012 and December 31, 2011 we had no asset. Accounts payable totaled $83.00 and $85.00 respectively.


Item 3.

Quantitative and Qualitative Disclosure About Market Risk

Foreign Currency Exchange Rate Risk

Interest Rate Risk


Not applicable.


Item 4.

Controls and Procedures


EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES


Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer have reviewed the effectiveness of our disclosure controls and procedures as of March 31, 20121and, based on his evaluation, and has concluded that the disclosure controls and procedures were effective.





6



PART II. OTHER INFORMATION


Item 1.

Legal Proceedings.


None.


Item 1A.

Risk Factors

There have been no material changes in our risk factors from those disclosed in our amended Annual Report filed with the Securities and Exchange Commission on September 9, 2012.


Item 2.

Unregistered Sales of Equity Securities.


During the three months ended March 31, 2012 we did not issue any shares of our common stock.


Item 3.

Defaults upon senior securities.


None.

 

Item 4.

Mine Safety Disclosure.


Not applicable.


Item 5.

Other information

None.

Item 6.

Exhibits


Exhibit No.

 

Description

 

 

 

31.1

 

Section 302 Certification of the Principal Executive Officer

31.2

 

Section 302 Certification of the Principal Financial Officer

32.1

 

Section 906 Certification of Principal Executive Officer

32.2

 

Section 906 Certification of Principal Financial and Accounting Officer

101

 

XBRL Interactive Data Files



 




7



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.


 

Portus Holdings Inc.

 

 

 

 

 

Date: September 24, 2012

 

 

 

 

 

 

 

 

By:

George Dale Murray, II

 

 

 

George Dale Murray, II

 

 

 

Chief Executive Officer

 

 



8