Attached files
file | filename |
---|---|
EXCEL - IDEA: XBRL DOCUMENT - Portus Holdings Inc. | Financial_Report.xls |
EX-32.2 - CERTIFICATION - Portus Holdings Inc. | portus_ex32z2.htm |
EX-31.2 - CERTIFICATION - Portus Holdings Inc. | portus_ex31z2.htm |
EX-31.1 - CERTIFICATION - Portus Holdings Inc. | portus_ex31z1.htm |
EX-32.1 - CERTIFICATION - Portus Holdings Inc. | portus_ex32z1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
þ 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 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 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 Section 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 issuers classes of Common Stock as of the latest practicable date: 112,900,000 shares of Common Stock as of November 13, 2012.
TABLE OF CONTENTS
|
|
|
| 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. | Removed and Reserved | 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 Companys 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.
PORTUS HOLDINGS, INC.
F/K/A SOLIDO VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
|
| September 30, 2012 |
|
| December 31, 2011 |
| ||
ASSETS |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
CURRENT ASSETS |
|
|
|
|
|
| ||
Cash |
| $ | 147,621 |
|
| $ | - |
|
Acquisition Deposit |
|
| 40,000 |
|
|
|
|
|
TOTAL ASSETS |
| $ | 187,621 |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Accounts Payable |
| $ | - |
|
| $ | 85 |
|
TOTAL CURRENT LIABILITIES |
|
| - |
|
|
| 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: 112,900,000 and 112,500,000 shares issued and outstanding respectively |
|
| 11,290 |
|
|
| 11,250 |
|
Additional Paid in Capital |
|
| 392,460 |
|
|
| (7,500 | ) |
Deficit accumulated during the development stage |
|
| (216,129 | ) |
|
| (3,835 | ) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) |
|
| 187,621 |
|
|
| (85 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
| $ | 187,621 |
|
| $ | - |
|
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)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
| For the three months ended September 30, 2012 |
|
| For the three months ended September 30, 2011 |
|
| For the nine months ended September 30, 2012 |
|
| For the period from March 31, 2011 (inception) to September 30, 2011 |
|
| For the period from March 31, 2011 (inception) to September 30, 2012 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Finance & Accounting |
| $ | 27,608 |
|
| $ | - |
|
| $ | 27,608 |
|
| $ | 3,000 |
|
| $ | 30,608 |
|
Legal |
|
| 10,000 |
|
|
| - |
|
|
| 10,000 |
|
|
| - |
|
|
| 10,000 |
|
General and Administrative |
|
| 174,690 |
|
|
| 55 |
|
|
| 174,686 |
|
|
| 805 |
|
|
| 175,521 |
|
Total Expenses |
|
| 212,298 |
|
|
| 55 |
|
|
| 212,294 |
|
|
| 3,805 |
|
|
| 216,129 |
|
NET INCOME (LOSS) |
| $ | (212,298 | ) |
| $ | (55 | ) |
| $ | (212,294 | ) |
| $ | (3,805 | ) |
| $ | (216,129 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS PER SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
|
| n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
| 112,645,652 |
|
|
| 112,500,000 |
|
|
| 112,548,905 |
|
|
| 112,500,000 |
|
|
| n/a |
|
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 Nine Months Ended September 30, 2012 |
|
| For the period from March 31, 2011 (Inception) to September 30, 2011 |
|
| For the period from March 31, 2011 (Inception) to September 30, 2012 |
| |||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
| |||
Net loss |
|
| $ | (212,294 | ) |
| $ | (3,805 | ) |
| $ | (216,129 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase / (Decrease) in accounts payable |
|
|
| (85 | ) |
|
| 3,750 |
|
|
| - |
|
NET CASH USED IN OPERATING ACTIVITIES |
|
|
| (212,379 | ) |
|
| (55 | ) |
|
| (216,129 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for deposit on acquisition |
|
|
| (40,000 | ) |
|
| - |
|
|
| (40,000 | ) |
NET CASH USED IN INVESTING ACTIVITIES |
|
|
| (40,000 | ) |
|
| - |
|
|
| (40,000 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of common stock |
|
|
| 400,000 |
|
|
| 3,750 |
|
|
| 403,750 |
|
NET CASH PROVIDED BY FINANCING ACTIVITIES |
|
|
| 400,000 |
|
|
| 3,750 |
|
|
| 403,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCREASE (DECREASE) IN CASH |
|
|
| 147,621 |
|
|
| 3,695 |
|
|
| 147,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH, BEGINNING OF PERIOD |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH, END OF PERIOD |
|
| $ | 147,621 |
|
| $ | 3,695 |
|
| $ | 147,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Nine Months Ended September 30, 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 nine months ended September 30, 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 $112,110 for the period from March 31, 2011 (inception) to September 30, 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 CAPITAL TRANSACTIONS
On July 27, 2012, G. Dale Murray II, the companys CEO and President opened a checking account in the name of Portus Holdings Inc for one hundred dollars ($100).
On August 22, 2012, the company received Three Hundred Thousand Dollars ($300,000) in exchange for Three Hundred Thousand shares of Portus Holdings Inc.s common stock.
On September 13, 2012, the company received an additional One Hundred Thousand Dollars in exchange for One Hundred Thousand shares of Portus Holding Inc.s common stock.
NOTE 4 SUBSEQUENT EVENTS
On October 12, 2012 Portus and Portus Acqusition Corp., our wholly owned subsidiary, entered into a Share Exchange Agreement with Surequest Systems, Inc., a Delaware Corporation, (SureQuest) and its wholly owned subsidiary Surequest Systems, Inc., a Texas corporation, (SureQuestTX)
The Agreement provides in part for the Company to acquire all of the issued and outstanding shares of common stock of SureQuestTX in exchange for all of the issued and outstanding shares of common stock of Portus Acquisition Corp. A good faith deposit in the amount of $40,000 was issued at that time.
4
ITEM 2.
MANAGEMENTS 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.
The Company is a shell corporation whose sole objective is identify a prospective acquisition candidate.
On October 12, 2012 Portus and Portus Acqusition Corp., our wholly owned subsidiary, entered into a Share Exchange Agreement with Surequest Systems, Inc., a Delaware Corporation, (SureQuest) and its wholly owned subsidiary Surequest Systems, Inc., a Texas corporation, (SureQuestTX)
The Agreement provides in part for the Company to acquire all of the issued and outstanding shares of common stock of SureQuestTX in exchange for all of the issued and outstanding shares of common stock of Portus Acquisition Corp.
At Closing, Portus Acquisition Corp. is to have cash assets totaling $5,000,000. We will not be able to close on this transaction without securing additional financing. There is no current commitment to fund this acquisition nor can there be any assurance that Portus will be successful in securing additional financing.
SureQuestTX is a Software-as-a-Service (SaaS) Company utilizing cloud computing to bring its suite of products to multiple markets. SureQuestTX provides dietary and food service management software, menu services and dietary consulting to the institutional food service industry. SureQuestTX has focused on developing a client base in healthcare food service, concentrating on the Long-Term Care segment of the industry represented by nursing homes and assisted living facilities. The SureQuestTX software and other products are also used in other institutional settings including hospitals, continuing care retirement communities, correctional facilities and educational facilities.
Currently Portus has one officer and one director.
Our Business
Comparison of Operating Results for the Three Months ended September 30, 2012 and 2011, for the Nine Months ended September30, 2012 and from Inception, March 31, 2011, through September30, 2012.
Since Inception, we have not generated revenues and do not anticipate generating revenues unless we are successful in securing additional funding to acquire SureQuestTX. Our sole business has been to search for and identify potential acquisition candidates.
Comparison of Operating Results for the Three Months Ended September 30, 2012 and 2011
For the three months ended September 30, 2012 our focus has been completing our due diligence investigation of SureQuestTX and identifying potential financing activities. In connection with our due diligence investigation we incurred significant legal, accounting and administrative expenses. These expenses totaled $10,000, $27,608 and $ 174,841 respectively. Total expenses during this quarter were $212,449. During the three months ended September 30, 2011 total expenses were $3,750 consisting of accounting fees totaling $3,000 and $750 in incorporating expenses. During this period, no expenses were incurred in connection with the Company looking for potential business acquisitions.
Our Net Loss for these periods was $(212,449) as compared to $(3,750).
5
Comparison of Operating Results for the Nine Months Ended September 30, 2012 and 2011
Most of the expenses that we incurred were in connection with our due diligence investigation of SureQuestTX occurred during the three months ended September 30, 2012. As a result, there are few expenses that we incurred prior to the most recently completed fiscal quarter. For the nine months ended September 30, 2012 total expenses were $212,449 consisting of $30,608 in finance and accounting fees, $10,000 in legal fees, $174,841 for general and administrative fees. There were nominal expenses attributable to incorporating expenses and bank fees. For the nine months ended September 30, 2011 expenses totaled $3,750 consisting of finance and accounting totaling $3,000 and $750 attributable to incorporating expenses.
We had a net loss of $(212,449) and $(3,750) respectively.
Operating Results since Inception
We have never generated revenues. Our total expenses were $216,280 consisting primarily of finance and accounting fees totaling $30,000, legal fees totaling $10,000 and general and administrative expenses totaling $174,841. Net loss since Inception totaled $(216,280).
Liquidity and Capital Resources
Assets and Liabilities
At September30, 2012 we had cash of $147,622 and account deposits totaling $40,000. Our total assets were $187,622 and we have no liabilities. At December 31, 2011 we had no assets and limited liabilities. .
If we are not successful in securing additional financing to acquire SureQuestTX, we believe that we have sufficient assets to continue to look for other business opportunities.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Foreign Currency Exchange Rate Risk
Interest Rate Risk
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 September30, 2012 and, based on his evaluation, and has concluded that the disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the six months ended September30, 2012 that materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
6
PART II. - OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS.
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 quarter ended September 30, 2012 we issued a total of 400,000 shares of common stock to an investor in exchange for $400,000.
At all times relevant:
the sale was made to a sophisticated or accredited investor;
we gave the purchaser the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which we possessed or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished;
at a reasonable time prior to the sale of securities, we advised the purchaser of the limitations on resale of the securities; and
neither we nor any person acting on our behalf sold the securities by any form of general solicitation or general advertising
In issuing the foregoing securities, we relied on the exemptive provisions of Section 4(2) of the Securities Act.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.
None.
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: November 15, 2012 |
|
|
|
|
|
|
|
| By: | George Dale Murray, II |
|
|
| George Dale Murray, II |
|
|
| Chief Executive Officer |
|
8