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EX-31 - RULE 13(A)-14(A)/15(D)-14(A) CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER - Neurotrope, Inc.ex_31-2.htm
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EX-32 - SECTION 1350 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER - Neurotrope, Inc.ex_32-1.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 October 31, 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:  333-169805


BlueFlash Communications, Inc.

(Exact name of registrant as specified in its charter)


Florida

 

27-4562647

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)


Marissa Watson

1801 26th Street, Sacramento, CA 95816

                         916-396-3361                         

(Registrant’s telephone number, including area code)


Not Applicable

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


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [   ]


Indicate by check mark whether the registrant 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 [X]  No [   ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


 

Large accelerated filer

[   ]

Accelerated filer

[   ]

 

Non-accelerated filer

[   ]

Smaller reporting company

[X]

 

(Do not check if 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 [X]  No [   ]


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 10,200,000 shares of common stock are issued and outstanding as of November 30, 2012.




TABLE OF CONTENTS


 

 

Page
No.

PART I – FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements

 

 

Balance Sheets at October 31, 2012 (unaudited) and January 31, 2012

3

 

Statements of Operations

4

 

Statements of Cash Flows

5

 

Notes to Financial Statements (unaudited)

6

 

 

 

Item 2.

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

11

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

11

 

 

 

Item 4.

Controls and Procedures.

11

 

 

 

PART II – OTHER INFORMATION

 

 

 

Item 1.

Legal Proceedings.

13

 

 

 

Item 1A.

Risk Factors.

13

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

13

 

 

 

Item 3.

Defaults Upon Senior Securities.

13

 

 

 

Item 4.

Mine Safety Disclosures.

13

 

 

 

Item 5.

Other Information.

13

 

 

 

Item 6.

Exhibits.

13


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION


Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements 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. 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, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, 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 report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2012. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. 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.


OTHER PERTINENT INFORMATION


When used in this report, the terms, “we,” the “Company,” “our,” and “us” refers to BlueFlash Communications, Inc., a Florida corporation.


- 2 -



PART I – FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.


BlueFlash Communications, Inc.

(A Development Stage Company)

Balance Sheets


 

 

October 31,

 

 

 

 

 

2012

 

January 31,

 

 

 

(Unaudited)

 

2012

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,924

 

$

5,745

 

Total current assets

 

$

1,924

 

$

5,745

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

1,924

 

$

5,745

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Accounts payable & Accrued liabilities

 

$

36

 

$

 

Note Payable

 

 

6,200

 

 

 

Total liabilities

 

$

6,236

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIENCY)

 

 

 

 

 

 

 

Capital Stock (Note 4)

 

 

 

 

 

 

 

Authorized:

 

 

 

 

 

 

 

300,000,000 common shares, $0.0001 par value.

 

 

 

 

 

 

 

Issued and outstanding:

 

 

 

 

 

 

 

10,200,000 common shares at October 31, 2012 and January 31, 2012.

 

$

1,020

 

$

1,020

 

Additional paid-in capital

 

 

19,980

 

 

19,980

 

Deficit accumulated during the development stage

 

 

(25,312

)

 

(15,255

)

Total Stockholders’ Equity (Deficiency)

 

$

(4,312

)

$

5,745

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

1,924

 

$

5,745

 


The financial information presented herein has been prepared by management

without audit by independent certified public accountants.


The accompanying notes should be read in conjunction with the financial statements


- 3 -



BlueFlash Communications, Inc.

(A Development Stage Company)

Statement of Operations


 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

from Inception

 

 

 

For the Three

 

For the Three

 

For the Nine

 

For the Nine

 

January 11,

 

 

 

Months Ended

 

Months Ended

 

Months Ended

 

Months Ended

 

2011 to

 

 

 

October 31,

 

October 31,

 

October 31,

 

October 31,

 

October 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General & Administrative

 

$

2,250

 

$

1,482

 

$

5,257

 

$

4,683

 

$

13,801

 

Professional Fees

 

 

650

 

 

650

 

 

4,800

 

 

3,211

 

 

11,511

 

 

 

 

2,900

 

 

2,132

 

 

10,057

 

 

7,894

 

 

25,312

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss Before Income Taxes

 

$

(2,900

)

$

(2,132

)

$

(10,057

)

$

(7,894

)

$

(25,312

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(2,900

)

$

(2,132

)

$

(10,057

)

$

(7,894

)

$

(25,312

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PER SHARE DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted Average Common shares outstanding

 

 

10,200,000

 

 

10,200,000

 

 

10,200,000

 

 

9,703,297

 

 

 

 


The financial information presented herein has been prepared by management

without audit by independent certified public accountants.


The accompanying notes should be read in conjunction with the financial statements


- 4 -



BlueFlash Communications, Inc.

(A Development Stage Company)

Statement of Cash Flows


 

 

 

 

 

 

 

 

For the Period

 

 

 

 

 

 

 

 

 

from Inception

 

 

 

For The Nine

 

For The Nine

 

January 11,

 

 

 

Months Ended

 

Months Ended

 

2011 to

 

 

 

October 31, 2012

 

October 31, 2011

 

October 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(10,057

)

$

(7,894

)

$

(25,312

)

 

 

 

 

 

 

 

 

 

 

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in accounts payable and accrued liabilities

 

 

36

 

 

(2,950

)

 

36

 

Increase (decrease) in notes payable

 

 

6,200

 

 

 

 

6,200

 

Net cash used in operating activities

 

 

(3,821

)

 

(10,844

)

 

(3,821

)

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

 

 

 

13,000

 

 

21,000

 

Net cash provided by financing activities

 

 

 

 

13,000

 

 

21,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE IN CASH AND CASH EQUIVALENTS

 

 

(3,821

)

 

2,156

 

 

1,924

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

5,745

 

 

8,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

1,924

 

$

10,156

 

$

1,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

Interest expense

 

$

 

$

 

$

 

Income taxes

 

$

 

$

 

$

 


The financial information presented herein has been prepared by management

without audit by independent certified public accountants.


The accompanying notes should be read in conjunction with the financial statements


- 5 -



BlueFlash Communications, Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

October 31, 2012


NOTE 1. GENERAL ORGANIZATION AND BUSINESS


BlueFlash Communications, Inc. (the “Company”) is a development stage company, incorporated in the State of Florida on January 11, 2011. BlueFlash communications, Inc. intends to create, deliver and track all aspects of geo-location based mobile device coupon campaigns that could have a material impact on the young mobile advertising space. The Company’s management has chosen January 31st for its fiscal year end.


Through October 31, 2012 the Company was in the development stage and has not carried on any significant operations and has generated minimal revenues. The Company has incurred losses since inception aggregating $25,312. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES


Basis of Presentation


The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (US GAAP) for interim financial information and in accordance with professional standards promulgated by the Public Company Accounting Oversight Board (PCAOB). They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the nine months ended October 31, 2012, respectively along with the period March 16, 2011 (date of inception) to October 31, 2012.


Accounting Basis


The Company is currently a development stage enterprise reporting under the provisions of Accounting Standards Codification (“ASC”) 915, Development Stage Entity. These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.


Cash and Cash Equivalents


Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less.


Fair Value of Financial Instruments


The fair value of cash and cash equivalents and accounts payable approximates the carrying amount of these financial instruments due to their short maturity.


Earnings (Loss) per Share


The Company adopted ASC 260, Earnings per Share. Basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding for the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding.


Dividends


The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown


- 6 -



BlueFlash Communications, Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

October 31, 2012


Income Taxes


The Company adopted ASC 740, Income Taxes, at its inception. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of October 31, 2012.


Advertising


The Company will expense advertising as incurred. The advertising since inception has been zero.


Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.


Revenue and Cost Recognition


The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.


Related Parties


Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.


Property


The company does not own any real estate or other properties. The Company’s office is located 1801 26th Street, Sacramento, CA 95816. Our contact number is 916-396-3361. The business office is located at the home of Ms. Marissa Watson, the CEO of the company at no charge.


Recently Issued Accounting Pronouncements


In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162,” (“SFAS 168”). SFAS 168 establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative generally accepted accounting principles (“GAAP”) for nongovernmental entities. The Codification does not change GAAP. Instead, it takes the thousands of individual pronouncements that currently comprise GAAP and reorganizes them into approximately ninety accounting topics, and displays all topics using a consistent structure. Contents in each topic are further organized first by subtopic, then section and finally paragraph. The paragraph level is the only level that contains substantive content. Citing particular content in the Codification involves specifying the unique numeric path to the content through the topic, subtopic, section and paragraph structure. FASB suggests that all citations begin with “FASB ASC,” where ASC stands for Accounting Standards Codification. Changes to the ASC subsequent to June 30, 2009 are referred to as Accounting Standards Updates (“ASU”).


- 7 -



BlueFlash Communications, Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

October 31, 2012


In conjunction with the issuance of SFAS 168, the FASB also issued its first Accounting Standards Update No. 2009-1, “Topic 105 -Generally Accepted Accounting Principles” (“ASU 2009-1”) which includes SFAS 168 in its entirety as a transition to the ASC.


ASU 2009-1 is effective for interim and annual periods ending after September 15, 2009 and will not have an impact on the Company’s financial position or results of operations but will change the referencing system for accounting standards.


In February 2010, the FASB issued ASU 2010-09 “Subsequent Events - Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”), which amends FASB ASC Topic 855, Subsequent Events, so that SEC filers no longer are required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. ASU No. 2010-09 was effective immediately and the Company adopted these new requirements in the first quarter of 2010. The adoption did not have a material impact on the disclosures of the Company’s financial statements.


As of October 31, 2012, all citations to the various SFAS’ have been eliminated and will be replaced with FASB ASC as suggested by the FASB in future interim and annual financial statements.


As of October 31, 2012, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.


The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.


NOTE 3. INCOME TAXES


The Company provides for income taxes under ASC Topic 740 which requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.


ASC Topic 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset.


The Company utilizes the asset and liability method for financial reporting of income taxes. Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and the tax basis of assets and liabilities, and are measured by applying enacted rates and laws to taxable years in which such differences are expected to be recovered or settled. Any changes in tax rates or laws are recognized in the period when such changes are enacted.


As of October 31, 2012, the Company has $9,872 in gross deferred tax assets resulting from net operating loss carry-forwards. A valuation allowance has been recorded to fully offset these deferred tax assets because the Company’s management believes future realization of the related income tax benefits is uncertain. Accordingly, the net provision for income taxes is zero for the period March 16, 2012 (inception) to October 31, 2012. As of October 31, 2012, the Company has federal net operating loss carry forwards of approximately $25,312 available to offset future taxable income through 2031. The difference between the tax provision at the statutory federal income tax rate on October 31, 2012 and the tax provision attributable to loss before income taxes is as follows:


 

 

For the period

 

 

March 16, 2011

 

 

(Date of Inception)

 

 

through

 

 

October 31, 2012

 

 

 

Statutory federal income taxes

 

34.0%

State taxes, net of federal benefits

 

5.0%

Valuation allowance

 

-39.0%

Income tax rate

 

—   


- 8 -



BlueFlash Communications, Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

October 31, 2012


As of October 31, 2012, the Company had estimated net loss carry forwards of approximately $25,312 which expires through its tax year ending 2031. Utilization of these net operating loss carry forwards may be limited in accordance with IRC Section 382 in the event of certain shifts in ownership.


NOTE 4. STOCKHOLDERS’ EQUITY


Preferred Stock


As of October 31, 2012, the Company has no Preferred Shares authorized, with none issued nor outstanding.


Common Stock


On January 11, 2011, the Company issued 9,000,000 of its $0.0001 par value common stock for $8,000 cash and $1,000 in a stock subscription receivable to the founder of the Company. The issuance of the shares was made to the sole officer and director of the Company and an individual who is a sophisticated and accredited investor, therefore, the issuance was exempt from registration of the Securities Act of 1933 by reason of Section 4 (2) of that Act.


On June 24, 2011, the Company sold 1,200,000 shares of common stock, $0.0001 par value for $12,000. These shares were registered with the SEC on Form S-1 which was declared effective by the SEC on May 13, 2011.


As of October 31, 2012, there are 300,000,000 Common Shares at $0.0001 par value, authorized with 10,200,000 issued and outstanding.


NOTE 5. RELATED PARTY TRANSACTIONS


As of October 31, 2012, the sole officer and sole director of the Company was involved in other business activities and may, in the future, become involved in other business opportunities that become available. He may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.


NOTE 6. GOING CONCERN


As of October 31, 2012, the accompanying financial statements have been presented on the basis that it is a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.


For the period March 16, 2011 (date of inception) through October 31, 2012 the Company has had a net loss of $25,312 consisting of SEC audit and review fees, state taxes, incorporation fees for the Company to initiate its SEC reporting requirements, and general working capital needs.


As of October 31, 2012, the Company has not yet emerged from the development stage. In view of these matters, recoverability of any asset amounts shown in the accompanying audited financial statements is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities principally from the sale of equity securities. The Company intends on financing its future development activities and its working capital needs largely from loans and the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.


NOTE 7. CONCENTRATION OF RISKS


Cash Balances


The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC). All other deposit accounts at FDIC-insured institutions were insured up to at least $250,000 per depositor until December 31, 2009. On January 1, 2010, FDIC deposit insurance for all deposit accounts, except for certain retirement accounts, returned to $100,000 per depositor. The Company had no deposits in excess of insured amounts as of October 31, 2012.


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BlueFlash Communications, Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

October 31, 2012


NOTE 8. SUBSEQUENT EVENTS


The Company has evaluated events and transactions that occurred subsequent to October 31, 2012 through November 30, 2012, the date the interim financial statements were available to be issued, for potential recognition or disclosure in the accompanying financial statements. Other than the disclosures above, the Company did not identify any events or transactions that should be recognized or disclosed in the accompanying financial statements.


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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


Overview


BlueFlash Communications, Inc. is a development stage company and was incorporated in Florida on January 11, 2011, BlueFlash intends to develop software and systems to create, deliver and track all aspects of geo-location based mobile device coupon campaigns that could have a material impact on the young mobile advertising space.


Results of Operations


The following discussion should be read in conjunction with the condensed financial statements and segment data and in conjunction with the Company’s S-1 and amended S-1/A’s. Results or interim periods may not be indicative of results for the full year.


During the third quarter of the fiscal year 2013, the Company is designing a software prototype for demo purposes.  The Company also finished up the financial planning for the remaining of the fiscal year.  The Company also continued to conduct research on the product development, market analysis, and financial metrics.


The Company did not generate any revenue during the three or six months ended October 31, 2012.


Total expenses the three (3) months ending October 31, 2012 were $2,900 resulting in an operating loss for the period of $2,900 compared to an operating loss of $2,132 for the three (3) months ending October 31, 2011. The increase in expenses was due to XBRL filings.  Professional fees were $650 and $2,250 in general and administration expenses.  Basic net loss per share amounting to $.0003 for the three (3) months ending October 31, 2012.


Total expenses the nine (9) months ending October 31, 2012 were $10,057 resulting in an operating loss for the period of $10,057 compared to an operating loss of $7,894 for the nine (9) months ending October 31, 2011. The increase in expenses was due to the audit, SEC and XBRL filings.  Professional fees were $4,800 and $5,257 in general and administration expenses.  Basic net loss per share amounting to $.001 for the nine (9) months ending October 31, 2012.


Liquidity and Capital Resources


At October 31, 2012 we had working capital of -$4,312 consisting of cash on hand of $1,924 and $6,236 in current liabilities as compared to working capital of $9,506 and $10,156 of cash at October 31, 2011.


Net cash used in operating activities for the nine months ended October 31, 2012 was $3,821 as compared to $10,844 for the nine months ended October 31, 2011.  The decrease use of cash was due to the Company’s increase in accounts payable.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not applicable to a smaller reporting company.


ITEM 4. CONTROLS AND PROCEDURES


Management’s Report On Internal Control Over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:


 

·

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

 

 

 

 

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and


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·

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.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.


As of October 31, 2012 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.


The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of October 31, 2012.


Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.


Management’s Remediation Initiatives


In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:


We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.


Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.


We anticipate that these initiatives will be at least partially, if not fully, implemented by October 31, 2013. Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 2013.


Changes in internal controls over financial reporting


There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.


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PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.


None.


ITEM 1A. RISK FACTORS.


Not applicable to a smaller reporting company.


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.


ITEM 6.  EXHIBITS.


31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer

 

 

31.2

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer

 

 

32.1

Section 1350 Certification of principal executive officer and principal financial and accounting officer

 

 

101*

Interactive Data Files of Financial Statements and Notes.


* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.



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.


BlueFlash Communications, Inc.


BY: /s/ Marissa Watson

Marissa Watson

President, Secretary, Treasurer,

Principal Executive Officer,

Principal Financial and Accounting Officer and Sole Director


Dated: December 6, 2012


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