---

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended August 31, 2012

 

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

 

For the transition period from _______ to _______

 

Commission file number: 333-175667

 

PLESK CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		27-3848069
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

4014 14th Avenue

Brooklyn, NY 11218

(Address of principal executive offices)

 

(888) 414-1634

(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 issuer (1) 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 o No x

 

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 o      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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

  

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

 

As of October 18, 2012, 9,500,000 shares of common stock, par value $0.0001 per share, were issued and 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 Results of Operations			3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			7
Item 4.	Controls and Procedures			7
PART II  OTHER INFORMATION
Item 1.	Legal Proceedings			8
Item 1A.	Risk Factors			8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			8
Item 3.	Defaults Upon Senior Securities			8
Item 4.	Mine Safety Disclosures			8
Item 5.	Other Information			8
Item 6.	Exhibits			8

 

 

PART I  FINANCIAL INFORMATION

 

Item 1.      Financial Statements.

 

PLESK CORP.

(A DEVELOPMENT STAGE COMPANY)

 

INDEX TO FINANCIAL STATEMENTS

AUGUST 31, 2012

 

Financial Statements
Balance Sheets as of  August 31, 2012 (unaudited) and May 31, 2012 (audited)	F-2
Statements of Operations for the Three Months Ended August 31, 2012 and August 31, 2011 and from November 3, 2010 (Inception) Through August 31, 2012 (unaudited)	F-3
Statement of Stockholders’ Deficit for the Periods from November 3, 2010 (Inception) Through August 31, 2012 (unaudited)	F-4
Statements of Cash Flows for the Three Months Ended August 31, 2012 and 2011 and for the period November 3, 2010 (Inception) Through August 31, 2012 (unaudited)	F-5
Notes to Financial Statements	F-6

 

  

PLESK CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

 

ASSETS
		As of				As of
		August 31,				May 31,
		2012				2012
		(Unaudited)				(Audited)
Current Assets:
Cash and cash equivalents		$	406			$	-
Total current assets			406				-
Property and Equipment:
Computer equipment			2,034				2,034
Less: accumulated depreciation			(1,159	)			(989	)
Total property and equipment, net			875				1,045
Total Assets		$	1,281			$	1,045
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities		$	14,508			$	10,762
Loans from related parties - directors and stockholders			12,009				6,359
Total current liabilities			26,517				17,121
Total liabilities			26,517				17,121
Commitments and Contingencies
Stockholders' Deficit:
Common stock, par value $.0001 per share, 100,000,000 shares
authorized; 9,500,000 shares issued and outstanding			950				950
Additional paid-in capital			37,972				37,972
Deficit accumulated during the development stage			(64,158	)			(54,998	)
Total stockholders' deficit			(25,236	)			(16,076	)
Total Liabilities and Stockholders' Deficit		$	1,281			$	1,045

 

   

The accompanying notes to financial statements are

an integral part of these statements.

 

 

PLESK CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

 

										From
		Three Months				Three Months				November 3, 2010
		Ended				Ended				(inception) through
		August 31,				August 31,				August 31,
		2012				2011				2012
Revenues		$	-			$	-			$	5,916
Total revenues			-				-				5,916
Cost of Goods Sold			-				-				3,124
Total cost of goods sold			-				-				3,124
Gross Profit			-				-				2,792
Expenses:
General and administrative			1,109				562				8,984
Consulting			2,521				165				12,802
Filing Fees			-				1,503				2,837
Professional fees			5,369				7,000				35,144
Telephone			61				-				1,702
Travel expenses			100				2,764				5,481
Total expenses			9,160				11,994				66,950
Loss from Operations			(9,160	)			(11,994	)			(64,158	)
Provision for income taxes			-				-				-
Net Loss		$	(9,160	)		$	(11,994	)		$	(64,158	)
Loss Per Common Share:
Loss per common share - Basic and Diluted		$	(0.00	)		$	(0.00	)
Weighted Average Number of Common Shares
Outstanding - Basic and Diluted			9,500,000				9,500,000

 

  

The accompanying notes to financial statements are

an integral part of these statements.

 

 

PLESK CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' DEFICIT

FOR THE PERIODS FROM NOVEMBER 3, 2010 (INCEPTION)

THROUGH AUGUST 31, 2012

(Unaudited)

 

														Deficit
														Accumulated
										Additional				During the
		Common stock								Paid-in				Development
		Shares				Amount				Capital				Stage				Total
Balance - November 3, 2010 (Inception)			-			$	-			$	-			$	-			$	-
Common stock issued for cash ($.0001 per share)			7,500,000				750				-				-				750
Common stock issued for cash ($.02 per share)			2,000,000				200				39,800				-				40,000
Payment of common stock issuance costs			-				-				(1,828	)			-				(1,828	)
Net loss for the period			-				-				-				(18,392	)			(18,392	)
Balance - May 31, 2011			9,500,000				950				37,972				(18,392	)			20,530
Net loss for the period			-				-				-				(36,606	)			(36,606	)
Balance - May 31, 2012			9,500,000			$	950			$	37,972			$	(54,998	)		$	(16,076	)
Net loss for the period			-				-				-				(9,160	)			(9,160	)
Balance - August 31, 2012			9,500,000			$	950			$	37,972			$	(64,158	)		$	(25,236	)

 

  

The accompanying notes to financial statements are

an integral part of these statements.

 

  

PLESK CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

										From
		Three Months				Three Months				November 3, 2010
		Ended				Ended				(inception) through
		August 31,				August 31,				August 31,
		2012				2011				2012
Operating Activities:
Net loss		$	(9,160	)		$	(11,994	)		$	(64,158	)
Depreciation			170				-				1,159
Decrease in accounts receivable			-				2,958				-
Increase in accounts payable and accrued liabilities			3,746				(750	)			14,508
Net Increase in Cash Used in Operating Activities			(5,244	)			(9,786	)			(48,491	)
Investing Activities:
Purchase of computer equipment			-				-				(2,034	)
Net Cash Used in Investing Activities			-				-				(2,034	)
Financing Activities:
Advances from stockholders			5,650				-				12,009
Net proceeds from issuance of common stock			-				-				38,922
Net Cash Provided by Financing Activities			5,650				-				50,931
Net (Decrease) Increase in Cash			406				(9,786	)			406
Cash - Beginning of Period			-				13,641				-
Cash - End of Period		$	406			$	3,855			$	406
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest		$	-			$	-			$	-
Income taxes		$	-			$	-			$	-

 

 

The accompanying notes to financial statements are

an integral part of these statements.

 

 

PLESK CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2012

 

1.  Summary of Significant Accounting Policies

 

Basis of Presentation and Organization

 

Plesk Corp. (the “Company”) was incorporated under the laws of the State of Delaware on November 3, 2010. The business plan of the Company is to import consumer electronics, home appliances and plastic housewares. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.

  

Development Stage

 

As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

 

Cash and Cash Equivalents

 

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

 

Property and Equipment

 

Property and equipment consists of computer equipment, which is stated at cost and depreciated using the straight-line method based on an estimated useful life of three years.  Depreciation expense totaled $170 and $0 for the three months ended August 31, 2012, and August 31, 2011, respectively and $1,159 for the period from November 3, 2010 (inception) through August 31, 2012.

 

Expenditures for maintenance and repairs are charged to expense as incurred.  When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the statement of operations.

 

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.  An impairment loss is recognized if the carrying amount of the asset exceeds its fair value.

  

Revenue Recognition

 

The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

 

Shipping and Handling Costs

 

Shipping and handling costs are included in cost of goods sold on the accompanying statement of operations and totaled $574 for the period from November 3, 2010 (inception) through August 31, 2012. There were no such costs incurred during the three months ended August 31, 2012 and August 31, 2011 .

 

Advertising and Promotion Costs

 

Advertising and marketing costs are expensed as incurred and totaled $0 during the three months ended August 31, 2012 and $644 for the period from November 3, 2010 (inception) through August 31, 2012.

 

  

Loss per Common Share

 

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding during the period from November 3, 2010 (inception) through August 31, 2012.

 

Income Taxes

 

Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.

 

The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Accounting for Income Taxes.  It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties.  The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States.   All of the Company’s tax years since inception remain subject to examination by Federal and state jurisdictions.

 

The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the Statements of Operations.

 

Fair Value of Financial Instruments

 

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of August 31, 2012, the carrying value of accounts payable and accrued liabilities and loans from related parties approximated fair value due to the short-term nature of these instruments.

 

Estimates

 

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. 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 the disclosure of contingent assets and liabilities as of the date of the financial statements, and revenues and expenses for the periods from November 3, 2010 (inception) through August 31, 2012. Actual results could differ from those estimates made by management.

 

Fiscal Year End

 

The Company has adopted a fiscal year end of May 31.

 

Recent Accounting Pronouncements

  

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

 

  

2. Concentration of Credit Risk

 

All of the Company’s sales for the period from November 3, 2010 (inception) through August 31, 2012 are attributed to one customer.  All of the related purchases were from one vendor.

 

3.  Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has net losses for the period from November 3, 2010 (inception) to August 31, 2012 of $64,158.  Implementation of the Company’s business plan will require additional debt or equity financing and there can be no assurance that additional financing can be obtained on acceptable terms.  These conditions raise 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 that might result from the outcome of this uncertainty.

 

Management’s Plans

 

Management’s goal is to profitably sell a comprehensive supply of household appliances and electronic devices on its Internet website primarily to distributors and retailers of these products. The Company has begun to establish its office and acquire the equipment needed to begin operations. The Company does not intend to hire employees until it is fully operational. Its officers and directors will provide all necessary administrative services until such time.

 

The Company plans to complete construction of and continue enhancing its website. Management will focus its marketing and advertising efforts on promoting its website to prospective product distributors and retailers through traditional sources such as advertising in magazines, newspaper advertising, billboards, telephone directories and preparing and sending out flyers and mailers both through the regular mail and via email.

 

Once the website is fully functional, management intends to hire a team of 5-10 telemarketing agents who will act as sales representatives on behalf of the Company. This telemarketing team will target potential distributors or store owners in an attempt to introduce them to the website. Management will also hire additional employees on an as needed basis.

 

Management anticipates that the Company will generate revenues as soon as it is able to offer products for sale on its website.

 

There can be no assurance that the Company will be successful in implementing its plans or achieving profitable operations.

 

4.  Common Stock

 

On December 8, 2010, the Company issued 7,500,000 shares of common stock to the officers and directors of the Company for cash proceeds of $750.

 

During the period from November 3, 2010 (inception) through May 31, 2011 the company issued 2,000,000 shares of its common stock for net proceeds of $38,922, par value $0.0001 per share, at an offering price of $0.02 per share.

  

5.  Income Taxes

 

As of August 31, 2012 the Company had a net operating loss carry-forward of approximately $63,000 which may be used to offset future taxable income and expires in 2031. 

 

   

6.   Related Party and Transactions

 

On December 8, 2010, the Company issued 7,500,000 shares of common stock to the officers and directors of the Company for cash proceeds of $750.

 

During the period from November 3, 2010 (inception) through May 31, 2011, a stockholder advanced $13,525 to the Company for working capital purposes. These amounts were non-interest bearing, due on demand, and repaid during the year ended May 31, 2011.

 

During the year ended May 31, 2012, a stockholder advanced $6,359 to the Company for working capital purposes. These amounts are non-interest bearing, due on demand, and remain outstanding as of August 31, 2012.

 

During the three months ended August 31, 2012, a stockholder advanced $5,650 to the Company for working capital purposes. These amounts are non-interest bearing, due on demand, and remain outstanding as of August 31, 2012.

  

7.  Commitments

 

In November 2010, the Company entered into an agreement for website design and maintenance services to be provided over a two year period beginning in May 2011.  Pursuant to the terms of the agreement, the total fee of $20,000 is payable in four installments of $5,000 each in May 2012, August 2012, November 2012 and February 2013. The Company has accrued $12,521 for this agreement as of August 31, 2012. Total expenses recognized for this agreement totaled $2,521 for the three months ended August 31, 2012 and for the period from November 3, 2010 (inception) through August 31, 2012.

 

  

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

 

As used in this Quarterly Report on Form 10-Q, references to the “Company,” “Plesk”, “we,” “our” or “us” refer to Plesk Corp. unless the context otherwise indicates.

 

Forward-Looking Statements

 

The following discussion should be read in conjunction with the financial statements of the Company which are included elsewhere in this Form 10-Q. Certain statements contained in this report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the Company’s Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission on May 14, 2012.

 

All forward-looking statements speak only as of the date on which they are made.  We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law.

 

Overview

We were incorporated under the laws of the State of Delaware on November 3, 2010. We are a development stage company, which plans to engage in the marketing and distribution of consumer electronics, home appliances and plastic housewares, which are manufactured in China. Our product line will include fans, alarm clocks, DVD players, radiators, vacuum cleaners, irons, grills, juice squeezers, deep fryers, pancake makers, slow cookers, blenders, microwaves, sandwich makers, coffee makers, toaster ovens, toasters, MP3 & MP4 players, hot water kettles, USB flash drives, memory cards, folding tables and chairs, cutlery sets and disposable tableware, as well as other trendy small electronic gadgets that come to our attention. To date we had one sale in the amount of $5,916 which generated $2,792 in gross profits.

 

  

We have no plans to change our business activities or to combine with another business, and we are not aware of any events or circumstances that might cause our plans to change.

 

Our plan of operation is forward looking and there is no assurance that we will be able to implement it fully or in part. Our prospects for profitability are not favorable if you consider numerous Internet-based companies have failed to achieve profits with similar plans.

 

Plan of Operation

 

Our specific goal is to profitably sell a comprehensive supply of household appliances and electronic devices on our Internet website primarily to distributors and retailers of these products. We do not intend to hire employees until we are fully operational. Our officers and directors will handle our administrative duties.

 

The Company estimates that it will require an approximate minimum of $78,000 in the next 12 months to implement its activities. As of April 25, 2012, the Company memorialized an agreement with Mr. Bolotin, our Chief Executive Officer, to borrow up to $100,000 .provided that at no time can we owe more than $25,000 to Mr. Bolotin. Such funds will be needed for the following purposes:

 

Purpose			Allocated
Website Maintenance		$	20,000
Advertising / Marketing		$	23,000
Travel		$	10,000
Cost of operating as a public company		$	25,000
Total		$	78,000

 

Our website is currently functional but still under minor development. We intend to continue enhancing our website into a state of the art website to promote our products. We are contractually obligated to pay the following to Ulano Web Design (“Ulano”) for the design and maintenance of our web site:

  

May 1, 2012		$	5,000
August 1,2012		$	5,000
November 1, 2012		$	5,000
February 1, 2013		$	5,000

 

Currently, we have spent $10,281 developing our site. We offer consumer electronics, home appliances and plastic house wares products for sale on our website and/or provide direct links to other websites which we believe will stimulate and interest in our products. In addition to offering an ever-changing and continually growing array of products for sale, the website will also feature industry information about the products we sell. We will conduct research into existing databases available via the Internet to target and extract the applicable names and contacts to create our own customized database. We intend to look into the databases of suppliers and manufacturers of household appliances and small electronics. We believe that the cost of the foregoing will be up to $20,000.

 

Marketing and advertising will be focused on promoting our website to prospective product distributors and retailers. The advertising campaign may also include the design and printing of various sales materials. We intend to market our website through traditional sources such as advertising in magazines, newspaper advertising, telephone directories and preparing and sending out flyers and mailers both through the regular mail and via email. Advertising and promotion will be an ongoing effort but the initial cost of developing the campaign is estimated to cost between $15,000 and $30,000. This sum will be utilized to cover the following expenses:

 

¡

Approximately $13,000 will be needed for hiring WPRS (Website Promotion & Ranking Services) to promote the company’s website for a 24- month period. WPRS will be the priority component of our marketing strategy. Due to the extreme World Wide Web competition, website promotion is the most vital component to get our website on top of the list of competitors.

 

 

¡

Approximately $15,000 will be needed for a major advertising campaign in online and offline newspapers such as The New York Times, Washington Post, USA Today, Miami Herald. Online and offline newspapers are the second most important means of advertising.

 

¡

Approximately $2,000 will be needed for advertising on the USA Export Import Portal, a US-based Export Import Industry b2b Portal, Directory.

 

¡

Advertising on B2Byellowpages is free of charge.

 

If and when the Company generates revenues, we intend to hire a team of 5-10 telemarketing agents who will act as sales representatives on behalf of the Company. This telemarketing team will target potential distributors or store owners in an attempt to introduce them to our website. The telemarketing team will be compensated on a commission basis and will not be salaried employees. The exact amount of such commission will be determined upon the hiring of the team. Each telemarketing agent will have an option to work from home or any other location they choose, the Company will not have a separate office to host them. We will also hire additional employees as needed.

 

The Company anticipates requiring only a limited customer service upon the planned expansion of its operations, and consequently the Company will choose one of the telemarketing agents to act as the customer service representative, for which activity the representative will be paid a salary based on the Company’s financial situation at that time. The Company will add more customer service representatives as needed.

 

An important element of the Company’s marketing efforts will be the Company’s strategy to target professional distributors with extensive experience in distributing the products we will offer. Such professional distributors possess contacts and potential customers of their own. Furthermore, the Company will target retailers that operate country-wide store chains. Such retailers are a potential source of large-scale orders due to the scope of their operations.

 

The Company anticipates requiring a travel budget of $10,000. In order to build and maintain a better relationship with a distributor or retailer, if needed, the Company’s officers, Messrs. Bolotin and Mehl, will visit their offices for the purpose of signing an agreement. Depending on the importance of a transaction, the Company will determine whether both or one of the officers will represent the Company.

 

The Company anticipates that it will generate revenues as soon as its marketing strategy is implemented. The Company expects to implement its marketing strategy within the next 2 months.

 

The Company will not be conducting any research. The Company does not intend to buy or sell any plant or significant equipment during the next twelve months.

 

The Company currently does not have sufficient funds to implement its planned activities and will require additional financing. With adequate funding we feel that we will be well positioned to execute our business plan. If for any reason the Company is not able to obtain a loan in the amount of $85,000 from its officers, the Company will not be able to implement its business plan and expand its operations. In that case, the Company will not require any significant funds during the next 12 months other then the funds necessary to pay the legal fees estimated not to exceed $15,000 and the fee of $5,000 due in each of November 2012 and February 2013 to Ulano for the website design and maintenance, as described above. Mr. Bolotin, our President and Chief Executive Officer, has agreed to provide the Company with the funds needed to meet its current obligations for legal fees and payments to Ulano if the Company is unable to raise additional funding during the next two years. Mr. Bolotin has executed a promissory note as of April 25, 2012 in favor of the Company whereby he agreed to lend us up to $100,000 over the next two years. provided that at no time can we owe more than $25,000 to Mr. Bolotin. We are currently indebted to Mr. Bolotin in the amount of $12,009. No interest accrues on the outstanding principal under the terms of this note.

 

 

Results of Operations

 

For the three months ended August 31, 2012 and August 31, 2011

 

Revenues

 

The Company did not generate any revenues during the three months ended August 31, 2012. The Company also did not generate any revenues during the three months ended August 31, 2011.

 

Total operating expenses

 

During the three months ended August 31, 2012, total operating expenses were $9,160. The operating expenses consisted of professional fees of $5,369, general and administrative expenses of $1,109, consulting fees of $2,521 and telephone and travel expense of $161, as compared with total operating expenses of $11,994 during the three months ended August 31, 2011, which consisted of professional fees of $7,000, filing fees of $1,503, travel expenses of $2,764 and general and administrative and consulting expenses of $727.

 

Net loss

 

During the three months ended August 31, 2012, the Company had a net loss of $9,160 compared with a net loss of $11,994 for the three months ended August 31, 2011.

 

Liquidity and Capital Resources

 

As of August 31, 2012, the Company had a cash balance of $406. The Company does not have sufficient funds to fund its expenses over the next twelve months. Although the Company raised $40,000 in a fully subscribed private placement completed in May 2011, there can be no assurance that additional capital will be available to the Company. Mr. Bolotin, our President and Chief Executive Officer, has agreed to provide the Company with the funds needed to meet its current obligations for legal fees and payments to Ulano if the Company is unable to raise additional funding during the next two years Since the Company has no other financial arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company. The Company will not be able to continue or expand operations without the afore-mentioned loan,

 

Going Concern Consideration

 

We incurred a net loss of $64,158 for the period from November 3, 2010 (inception) through August 31, 2012. Our independent auditors have included an explanatory paragraph in their report on our financial statements for the fiscal year ending May 31, 2012 regarding concerns about our ability to continue as a going concern. Such financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

 

Implementation of our business plan will require additional debt or equity financing and there can be no assurance that additional financing can be obtained on acceptable terms. The Company is in the development stage, and has limited revenues to cover its operating costs. As such, it has incurred an operating loss since inception. This and other factors raise 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. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

  

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Item 3.      Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Item 4.      Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (“Exchange Act”) Rules 13a-15(e) or 15d-15(e)) as of August 31, 2012, the end of the period covered by this annual report, has concluded that our disclosure controls and procedures are not effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

 

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

Based upon information provided by the Company’s principal independent accountant, management believes that the Company’s internal control over financial reporting was not effective as of August 31, 2012, and that the following material weaknesses exist in our internal control over financial reporting as of such date:

 

(i) lack of personnel with sufficient knowledge of generally accepted accounting principles to enable the Company to record certain financial transactions appropriately;

 

(ii) lack of independent audit committee to oversee the Company’s independent audit process; and

 

(iii) lack of segregation of duties to reduce opportunities for fraud or error due to the Company’s President, Chief Executive Officer, Chief Financial Officer and Treasurer performing all transactional duties related to the financial statements.

 

Management is aware of the risks associated with the above weaknesses. Although management will periodically reevaluate this situation, at this point it considers the risks associated with such weaknesses and that the potential benefits of adding employees with greater knowledge of accounting principles and to segregate duties does not justify the substantial expense associated with such increases. It is also recognized that the Company has not designated an audit committee and no member of the board of directors has been designated or qualifies as a financial expert.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

    

PART II  OTHER INFORMATION

 

Item 1.      Legal Proceedings.

 

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

 

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.

 

Unregistered Sales of Equity Securities

 

None

 

Purchases of equity securities by the issuer and affiliated purchasers

 

None.

 

Item 3.      Defaults Upon Senior Securities.

 

None.

 

Item 4.      Mine Safety Disclosures

 

Not Applicable

  

Item 5.      Other Information

 

None.

 

 

Item 6.      Exhibits

 

Exhibit No.

Description

 

31

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

 

32

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

   

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

	PLESK CORP.
Dated: October 22, 2012	By	/s/Gavriel Bolotin
		Name: Gavriel Bolotin
		Title:    President, Chief Executive Officer, Chief Financial Officer, Treasurer and director (Principal Executive Officer and Principal Financial and Accounting Officer)