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EX-32 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - AMERA LINK INCamerlinkexh321.htm
EX-31 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - AMERA LINK INCamerlinkexh31.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                                                          September 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                                                      000-32311

Ameralink, Inc.
(Exact name of registrant issuer as specified in charter)
   
Nevada
86-1010347
 (State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
   
1095 Myron Court, P.O. Box 10320, Zephyr Cove, NV  89448
         (Address of principal executive offices)


(916) 768-2160
(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. Yesx  Noo

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). Yesx  Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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).  Yesx  Noo

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  As of November 12, 2012, the Issuer had 7,425,000 shares of its common stock, par value $0.001 per share, issued and outstanding.
 
 
 
 

 

AMERALINK, INC.

FORM 10-Q


Table of Contents

   
Page
PART I – FINANCIAL INFORMATION
 
     
Item 1
Financial Statements
 1
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 7
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 8
     
Item 4.
Controls and Procedures
 9
     
PART II- OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
10
     
Item 1A.
Risk Factors
10
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
11
     
Item 3.
Defaults upon Senior Securities
11
     
Item 4.
Mine Safety Disclosures
11
     
Item 5.
Other Information
11
     
Item 6.
Exhibits
12
     
SIGNATURE
 
12

 
 
 
 

 
 
 

 
PART I
FINANCIAL INFORMATION

 


ITEM 1.  FINANCIAL STATEMENTS

 


Ameralink, Inc. has included its unaudited condensed balance sheets as of September 30, 2012 and December 31, 2011 (the end of its most recently completed fiscal year), its unaudited condensed statements of operations for the three months and nine months ended September 30, 2012 and 2011, and for the period from December 31, 1998 (date of inception) through September 30, 2012, and its unaudited condensed statements of cash flows for the nine months ended September 30, 2012 and 2011, and for the period from December 31, 1998 (date of inception) through September 30, 2012, together with unaudited condensed notes thereto.  In the opinion of management of Ameralink, Inc., the financial statements reflect all adjustments, all of which are normal recurring adjustments, necessary to fairly present the financial condition, results of operations, and cash flows of Ameralink, Inc. for the interim periods presented.  The financial statements included in this report on Form 10-Q should be read in conjunction with the audited financial statements of Ameralink, Inc. and the notes thereto for the year ended December 31, 2011 included in our annual report on Form 10-K.
 
 
1

 
 
AMERALINK, INC.
 
(A Development Stage Company)
 
CONDENSED BALANCE SHEETS
 
(Unaudited)
 
             
   
September 30,
2012
   
December 31,
2011
 
ASSETS
 
             
Current Assets
           
Receivable from attorney's trust account
  $ -     $ 2  
                 
Total Assets
  $ -     $ 2  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
                 
Current Liabilities
               
Accounts payable
  $ 3,895     $ 13,551  
Payable to officers/shareholders
    103,102       81,253  
Total Current Liabilities
    106,997       94,804  
                 
Stockholders' Deficit
               
Common stock, $0.001 par value; 25,000,000 shares authorized; 7,425,000 shares issued and outstanding
    7,425       7,425  
Additional paid-in capital
    36,100       36,100  
Deficit accumulated during the development stage
    (150,522 )     (138,327 )
Total Stockholders' Deficit
    (106,997 )     (94,802 )
                 
Total Liabilities and Stockholders' Deficit
  $ -     $ 2  


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


 
2

 
 
AMERALINK, INC.
 
(A Development Stage Company)
 
CONDENSED STATEMENTS OF OPERATIONS
 
(Unaudited)
 
                               
                           
For the period from
 
                           
December 31, 1998
 
   
For the Three Months Ended
   
For the Nine Months Ended
   
(date of inception)
 
   
September 30,
   
September 30,
   
through
 
   
2012
   
2011
   
2012
   
2011
   
September 30, 2012
 
                               
General and administrative expense
  $ 3,894     $ 4,110     $ 12,195     $ 11,191     $ 150,522  
                                         
Net Loss
  $ (3,894 )   $ (4,110 )   $ (12,195 )   $ (11,191 )   $ (150,522 )
                                         
Basic and Diluted Loss Per Common Share
  $ (0.0005 )   $ (0.0006 )   $ (0.0016 )   $ (0.0015 )        
                                         
Weighted-Average Common Shares Outstanding
    7,425,000       7,425,000       7,425,000       7,425,000          

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

 
3

 

AMERALINK, INC.
 
(A Development Stage Company)
 
CONDENSED STATEMENTS OF CASH FLOWS
 
(Unaudited)
 
   
 
   
For the period from
 
               
December 31, 1998
 
   
For the Nine Months Ended
   
(date of inception)
 
   
September 30,
   
through
 
   
2012
   
2011
   
September 30, 2012
 
Cash Flows From Operating Activities
                 
  Net loss
  $ (12,195 )   $ (11,191 )   $ (150,522 )
  Adjustments to reconcile net loss to net cash used in operating activities
                       
    Changes in assets and liabilities:
                       
      Receivable from attorney's trust account
    2       -       -  
      Accounts payable
    12,193       11,191       123,522  
  Net Cash Used In Operating Activities
    -       -       (27,000 )
                         
Cash Flows From Investing Activities
    -       -       -  
                         
Cash Flows From Financing Activities
                       
  Proceeds from the sale of common stock
    -       -       7,000  
  Advance received from 518 Media, Inc.
    -       -       20,000  
  Net Cash Provided By Financing Activities
    -       -       27,000  
Net Increase In Cash And Cash Equivalents
    -       -       -  
Cash At Beginning Of Period
    -       -       -  
Cash At End Of Period
  $ -     $ -     $ -  
                         
Supplemental disclosure of noncash investing and financing activities:
               
 
                       
   Accounts payable paid by increase in payable to officers/shareholders
  $ 21,849     $ 6,313          

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

 
4

 
 
AMERALINK, INC.
 (A Development Stage Company)
Notes to Condensed Financial Statements (Unaudited)


(A)  Organization, Change in Control and Significant Accounting Policies

Organization, Nature of Operations and Change in Control - Ameralink, Inc. ("the Company") was incorporated in the State of Nevada on December 31, 1998, organized to engage in any lawful corporate business, including but not limited to, participating in mergers with, and the acquisitions of, other companies.  The Company is in the development stage and has not yet commenced any formal business operations other than organizational matters.  On March 31, 2004, two individuals acquired 99.6% of the stock of the Company from shareholders of the Company for $225,000.  At that time, control of the Company was transferred to a new board of directors.  The change of control did not constitute a business combination or reorganization, and consequently, the assets and liabilities of the Company continued to be recorded at historical cost.

Condensed Interim Financial Statements The accompanying unaudited condensed financial statements of Ameralink, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q.  Accordingly, these financial statements do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements.  These financial statements should be read in conjunction with the Company’s annual financial statements and the notes thereto for the year ended December 31, 2011 and for the period from December 31, 1998 (date of inception) through December 31, 2011, included in the Company’s annual report on Form 10-K.  In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to fairly present the Company’s financial position as of September 30, 2012, its results of operations for the three months ended September 30, 2012 and 2011, and its results of operations and cash flows for the nine months ended September 30, 2012 and 2011 and for the period from December 31, 1998 (date of inception), through September 30, 2012. The results of operations for the three months and nine months ended September 30, 2012, may not be indicative of the results that may be expected for the year ending December 31, 2012.

Business Condition – 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 not yet been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management’s plans include seeking a merger or acquisition candidate, or raising additional funds to meet its ongoing expenses through shareholder loans or private placement of its equity securities.  There is no assurance that the Company will be successful in finding a merger or acquisition candidate or raising additional capital or loans, and if so, on terms favorable to the Company.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Basic Loss Per Share – Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during each period.  At September 30, 2012, there are no potentially dilutive common stock equivalents.

Fair Values of Financial Instruments – The carrying amounts reported in the balance sheets for receivable from attorney’s trust account, accounts payable, and payable to officers/shareholders approximate fair value because of the immediate or short-term maturity of these financial instruments.

 
5

 
 
Recently Issued Accounting Statements –  In July 2012, the Financial Accounting Standards Board issued updated guidance on the periodic testing of indefinite-lived intangible assets, other than goodwill, for impairment. This updated guidance will allow companies the option to first assess qualitative factors to determine if it is more-likely-than-not that an indefinite-lived intangible asset might be impaired and whether it is necessary to perform the quantitative impairment test required under current accounting standards. This guidance is applicable for reporting periods beginning after September 15, 2012, with early adoption permitted, and is applicable to the Company’s fiscal year beginning January 1, 2013. The Company currently does not have any indefinite-life intangible assets other than goodwill and does not expect the adoption of this guidance will have a material effect on its financial statements.
 
 (B)  Related Party Transactions

Since the inception of the Company through the date of the change of control described above, the operating expenses of the Company were paid by the former principal shareholder of the Company (with the exception of expenses paid by the initial proceeds from the sale of common stock).  The total amount paid by the former principal shareholder was $16,525 through the date of the change of control.  In connection with the change of control, the former principal shareholder contributed the amount owed to him by the Company totaling $16,525 back to the capital of the Company.  Since March 31, 2004, new officers and shareholders have advanced the Company $103,102 for the payment of expenses incurred since the change of control.

The Company neither owns nor leases any real or personal property.  Office services are provided without charge by an officer and director of the Company.  Such costs are not significant to the financial statements and accordingly, have not been reflected herein.


 
6

 
 

 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 

 
Forward Looking Statements

This discussion and analysis is designed to be read in conjunction with the Management’s Discussion and Analysis set forth in Ameralink, Inc.’s Form 10-K for the fiscal year ended December 31, 2011.  As used herein, “we,” “our,” “us” and the like refer to Ameralink, Inc.

This report and other information made publicly available by Ameralink, Inc. from time to time may contain certain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other information relating to Ameralink, Inc. and its business that are based on the beliefs of our management and assumptions made concerning information then currently available to management.  Such statements reflect the views of our management at the time they are made and may not be accurate descriptions of the future.  The discussion of future events, including the business prospects of Ameralink, Inc., is subject to material risks and based on assumptions made by management.  These risks include our ability to identify and negotiate transactions that provide the potential for future shareholder value, our ability to attract the necessary additional capital to permit us to take advantage of opportunities with which we are presented, and our ability to generate sufficient revenue such that we can support our current cost structure and planned future operations, as well as to pay prior liabilities incurred. Should one or more of these or other risks materialize or if the underlying assumptions of management prove incorrect, actual results of Ameralink, Inc. may vary materially from those described in the forward looking statements.  We do not intend to update these forward-looking statements, except as may occur in the regular course of our periodic reporting obligations.

Overview

Ameralink, Inc. was incorporated in the State of Nevada on December 31, 1998, organized to engage in any lawful corporate business, including but not limited to, participating in mergers with, and the acquisitions of, other companies.  We are in the development stage and have not yet commenced any formal business operations.  All activities since December 31, 1998 relate to our formation and the seeking of investment or merger opportunities.  On March 31, 2004, control of Ameralink, Inc. was transferred to a new board of directors.

Results of Operations

Plan of Operations.  We were formed to engage in a merger with or acquisition of an unidentified foreign or domestic company which desires to become a reporting ("public") company whose securities are qualified for trading in the United States secondary market. We meet the definition of a "blank check" company under the Securities Act of 1933, as amended. We have been in the developmental stage since inception and have no operations to date. We have considered certain acquisition candidates, but have not yet consummated any of these transactions.

We will not acquire or merge with any entity which cannot provide audited financial statements at or within a reasonable period of time after closing of the proposed transaction. We are subject to all the reporting requirements included in the Exchange Act. Included in these requirements is our duty to file audited financial statements as part of our Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as our audited financial statements included in our annual report on Form 10-K.  If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target business, the closing documents may provide that the proposed transaction will be voidable at the discretion of our present management.

 
7

 
 
We will not restrict our search for any specific kind of businesses, but may acquire a business 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 we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which we may offer.

A business combination with a target business will normally involve the transfer to the target business of the majority of our common stock, and the substitution by the target business of its own management and board of directors.

We have, and will continue to have, no capital with which to provide the owners of business opportunities with any cash or other assets. However, management believes we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. Our Chief Executive Officer has not conducted market research and is not aware of statistical data to support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.

Our financial statements reflects the fact that we have no current source of income.  Further, that without realization of additional capital, it would be unlikely for us to continue as a going concern.

General and Administrative Expense. Our general and administrative expense for the three months ended September 30, 2012 were $3,894 compared to $4,110 for the three months ended September 30, 2011, and were $12,195 for the nine months ended September 30, 2012 compared to $11,191 for the nine months ended September 30, 2011.  General and administrative expenses principally include expenses such as audit and accounting costs, legal costs, costs related to filing periodic reports with the Securities and Exchange Commission, and fees to maintain our existence.

Liquidity And Capital Resources

As of September 30, 2012, we had no cash and had a working capital deficit of $106,997.  Since inception, we have financed our ongoing expenses primarily from advances from our majority stockholders and from accounts payable.  Our majority stockholders have agreed that they will advance additional funds which are needed for operating capital and for costs in connection with searching for or completing an acquisition or merger. Such advances will be made without expectation of repayment unless the owners of the business which we acquire or merge with agree to repay all or a portion of such advances. There is no minimum or maximum amount such stockholder will advance to us. We will not borrow any funds for the purpose of repaying advances made by such stockholder, and we will not borrow any funds to make any payments to our promoters, management or their affiliates or associates.
  
We have no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 


Not applicable.

 
8

 
 


ITEM 4.  CONTROLS AND PROCEDURES



Evaluation Of Disclosure Controls.

Our management evaluated the effectiveness of the design and operation of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rule 13a-15(e)) as of the end of the period covered by this quarterly report, as required by the Exchange Act.
 
Based on that evaluation, we have concluded that as of the end of the period covered by this quarterly report, our disclosure controls and procedures are effective at a reasonable assurance level in ensuring that information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the required time periods and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.  The foregoing conclusion is based, in part, on the fact that we are a small public company in the development stage, with no current revenues, minimal expenses, and no employees. In addition, to date, we have outsourced all of our accounting and bookkeeping functions to a third-party accounting firm.

Changes in Internal Controls.

There was no change in the Company’s internal control over financial reporting during the three months ended September 30, 2012 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.


 
9

 

PART II - OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS



None



ITEM 1A.  RISK FACTORS



The material risks that we believe are faced by Ameralink as of the date of this report are set forth below.  This discussion of risks is not intended to be exhaustive.  The risks set forth below and other risks not currently anticipated or fully appreciated by the management could adversely affect the business and prospects of Ameralink.  These risks include:

Development Stage Company

We have no current operations, revenues, or significant assets.  We face all of the risks inherent in the start-up of a new business and do not have a historical basis on which to evaluate whether or not our proposed business can be successful, including whether we can implement a business model and pricing strategy that will permit us to operate profitably; hire and retain management and employees with the necessary skills to successfully implement our business strategy; and successfully develop and implement administrative and support systems such as personnel management, accounting records and controls, service and support, record keeping and office administration.

Dependence on Management

We are heavily dependent upon the skill, talents, and abilities of our president, Robert Freiheit. Mr. Freiheit will be primarily responsible for the decisions concerning the implementation of a business model. Mr. Freiheit will not devote his full business time to Ameralink and will continue to be engaged in outside business activities. We will be dependent upon the business acumen and expertise of management and the applicability of their backgrounds to the business decisions required to be made on our behalf.

No Trading Market for the Common Stock

There is no existing trading market for our common stock and it is unlikely that one will develop in the foreseeable future.  The shares of common stock may be subject to the Penny Market Reform Act of 1990 (the “Reform Act”). In October 1990, Congress enacted the Reform Act to counter fraudulent practices common in penny stock transactions. If the shares are determined to be subject to the Reform Act, this may also adversely affect the ability to sell shares in the future.

Lack of Dividends

It is anticipated that we will invest any profits generated from our operations, and therefore, it is unlikely that we will pay dividends on our common stock in the foreseeable future.
 
 
10

 
 
Control of Ameralink by Management

The two directors of Ameralink currently hold voting and dispositive power over an aggregate of 6,973,600 shares of our common stock, which represents 93.9% of the currently issued and outstanding common stock.  Since action by the stockholders on most matters, including the election of directors, only requires approval by a vote of the majority of shares voted on the matter, the current directors and executive officers of Ameralink will be able to significantly influence, if not control, the election of directors of Ameralink and the outcome of other matters submitted to the stockholders for consideration.

 Unforeseen Risks

In addition to the above risks, the future business of Ameralink will be subject to risks not currently foreseen or fully appreciated by our management.

Should one or more of these or other risks materialize, or if the underlying assumptions of management prove incorrect, actual results may vary materially from those described in the forward-looking statements.  We do not intend to update these forward-looking statements, except as may occur in the regular course of our periodic reporting obligations.



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



None.



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES



None.



ITEM 4.  MINE SAFETY DISCLOSURES



Not applicable.




ITEM 5.  OTHER INFORMATION



None.


 
11

 



ITEM 6.  EXHIBITS


 
31
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
101.INS
 
XBRL Instance Document
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document



SIGNATURE
 



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





 
AMERALINK, INC.
   
Dated:  November 13, 2012
By /s/ Robert Freiheit
 
     Robert Freiheit, President and Chief Executive Officer
 
     (Principal Executive Officer)

 
 
 
12