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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q
 
(Mark One)
 
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended  November 30, 2012
 
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
For the transition period from __________ to __________
 
Commission file number  333-102945
 
JETBLACK CORP.
(Exact name of small business issuer as specified in its charter)

Nevada
 
98-0379431
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)

20 Broadwick Street, West End, London, UK   W1F  8HT
(Address of principal executive offices)
 
011-44-870-888-8880
(Issuer's telephone number)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o
 
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 o
 
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
(Do not check if a smaller reporting company)      
 
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date  67,352,000 common shares issued and outstanding as of January 17, 2013
 
Check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x



 
 

 

PART 1 – FINANCIAL INFORMATION
 
Item 1. Financial Statements

Index to the Financial Statements
 
Consolidated Balance Sheets at November 30, 2012 (Unaudited)  and August 31, 2012     3  
         
Consolidated Statements of Operations (Unaudited)     4  
         
Consolidated Statements of Cash Flows (Unaudited)     5  
         
Notes to the Consolidated Financial Statements (Unaudited)     6  
 
 
2

 
 
JETBLACK CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS

   
November 30,
2012
$
   
August 31,
2012
$
 
    (Unaudited)        
ASSETS
           
             
CURRENT ASSETS
           
             
Cash
    14,893       21,645  
                 
Total Current Assets
    14,893       21,645  
                 
Total Assets
    14,893       21,645  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
                 
LIABILITIES
               
                 
CURRENT LIABILITIES
               
                 
Accounts payable and accrued liabilities
    5,760       7,711  
Shareholder advance
    910       910  
Total Current Liabilities
    6,670       8,621  
Total Liabilities
    6,670       8,621  
                 
SHAREHOLDERS’ EQUITY
               
                 
Common stock, $.001 par value, 1,350,000,000 shares authorized, 67,352,000 shares issued and outstanding
    67,352       67,352  
Additional paid in capital
    128,495       128,495  
Deficit accumulated during the development stage
    (187,624 )     (182,823 )
                 
Total Shareholders’ Equity
    8,223       13,024  
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
    14,893       21,645  

See accompanying notes to consolidated financial statements.
 
 
3

 

JETBLACK CORP.
 (A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

   
Three Months
Ended
November 30,
2012
$
   
Three Months
Ended
November 30,
2011
$
   
April 17, 2002 (Inception) to
November 30,
2012
$
 
                         
                         
REVENUE
                7,569  
                         
COST OF GOODS SOLD
                (1,333 )
                         
GROSS PROFIT
                6,236  
                         
EXPENSES
                       
                         
Inventory write-down
                1,400  
General and administrative
    4,801       5,524       192,460  
                         
Total Expenses
    4,801       5,524       193,860  
                         
Net Operating Loss
    (4,801 )     (5,524 )     (187,624 )
                         
NET LOSS
    (4,801 )     (5,524 )     (187,624 )
                         
NET LOSS PER SHARE: BASIC AND DILUTED
    (0.00 )     (0.00 )        
                         
WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED
      67,352,000         66,963,000          

See accompanying notes to the consolidated financial statements.
 
 
4

 

JETBLACK CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)

   
Three Months
Ended
November 30,
2012
   
Three Months
Ended
November 30,
2011
   
April 17, 2002 (Inception) to
November 30,
2012
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (4,801 )   $ (5,524 )   $ (187,624 )
Adjustments to reconcile net loss to cash used by
                       
operating activities:
                       
Common stock issued for services
                655  
Impairment
                1,800  
Change in current assets and liabilities
                       
Inventory
                (1,800 )
Accounts payable and accrued expenses
    (1,951 )     (10,575 )     7,157  
CASH FLOWS USED IN OPERATING ACTIVITIES
    (6,752 )     (16,099 )     (179,812 )
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Advances from shareholders
                910  
Proceeds from issuance of common stock
          30,000       193,795  
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
          30,000       194,705  
NET CHANGE IN CASH
    (6,752 )     13,901       14,893  
Cash, beginning of period
    21,645              
Cash, end of period
  $ 14,893     $ 13,901     $ 14,893  
                         
SUPPLEMENTAL CASH FLOW INFORMATION
                       
Interest paid
  $     $     $  
Income taxes paid
  $     $     $  
                         
Non Cash Transactions
                       
Contributed capital – forgiveness of accrued interest
  $     $     $ 1,397  
Issuance of Common Stock for Subscription Receivable
  $     $     $ 12,822  

See accompanying notes to the consolidated financial statements.
 
 
5

 

JETBLACK CORP.
 (A DEVELOPMENT STAGE COMPANY)
Notes to the Consolidated Financial Statements
(Unaudited)
 
NOTE 1 - BASIS OF PRESENTATION
 
The accompanying unaudited interim consolidated financial statements of Jetblack Corp. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended August 31, 2012 as reported in Form 10-K, have been omitted.

Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $187,624 as of November 30, 2012 and further losses are anticipated in the development of its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and advances from officers and/or issuance of common stock for cash.
 
 
6

 

Item 2.  Management's Discussion and Analysis or Plan of Operation.
 
FORWARD-LOOKING STATEMENTS
 
This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
 
Our financial statements are stated in United States Dollars (US$) and are prepared in conformity with generally accepted accounting principles in the United States of America for interim financial statements.  The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.
 
As used in this quarterly report, the terms "we", "us", "our company", and "Jetblack" mean Jetblack Corp., unless otherwise indicated.  All dollar amounts refer to US dollars unless otherwise indicated.

General

Our Business – General

We were incorporated on April 17, 2002, under the laws of the State of Nevada.   We have commenced limited operations, and have generated revenue of $7,569 to date.  We are still a development stage corporation. On January 30, 2007, we approved a nine (9) for one (1) forward stock split of our authorized, issued and outstanding shares of common stock. The Company amended its Articles of Incorporation by the filing of a Certificate of Change with the Nevada Secretary of State wherein it stated that it would issue nine shares for every one share of common stock issued and outstanding immediately prior to the effective date of the forward stock split. The change in the Articles of Incorporation was effected with the Nevada Secretary of State on March 1, 2007. As a result, the authorized capital of our company increased from 25,000,000 to 225,000,000 shares of common stock with a par value of $0.001.

Effective March 15, 2010, the Company changed its name from Tortuga Mexican Imports Inc. to Jetblack Corp., by way of a merger with the Company’s wholly owned subsidiary Jetblack Corp., which was formed solely for the change of name.

Effective March 15, 2010, the Company effected a six (6) for one (1) new forward stock split of the Company’s authorized and issued and outstanding common stock. As a result, the Company’s authorized capital increased from 225,000,000 to 1,350,000,000 shares, and outstanding shares increased from 25,435,450 shares of common stock to 152,612,700 shares of common stock, all with a par value of $0.001. The stock split is presented retroactively in these financial statements.

On May 4, 2011, Nigel Farnsworth returned 86,327,600 of his common shares to treasury.  As of January 17, 2013, there are 67,352,000 common shares of the Company issued and outstanding.

 
7

 
 
Until March 15, 2010 we had launched our e-commerce site on the Internet for the purpose of engaging in the business of selling jewelry and crafts online.  Our website was located at www.shoptortuga.com. Our initial website was located at www.tortuga-imports.com.
 
After reviewing the competitive market place of jewelry and giving consideration to the influx of much cheaper jewelry goods from areas such as China and Indonesia, management decided it was in the best interest of the Company to change business focus.  Management has decided to commence work on developing an online reservation system to access numerous private jet aircraft, airports worldwide and a network of pre-approved, safety-checked operators.  Management believes a strong market opportunity exists to develop such a business.  Our name was changed to Jetblack Corp. to better reflect this change of business focus.
 
Properties
 
Our office is located at 20 Broadwick Street, West End, London, UK. We do not have other properties.
 
History
 
From 1995 to 1997, Ms. Avila, our former President and director, traveled extensively throughout the country of Mexico.  During this time, Ms. Avila came in contact with various producers of fine furniture, jewelry and Mexican crafts.  Ms. Avila was impressed by the opportunity she saw to obtain exceptional Mexican furniture, jewelry and crafts and effect its reliable delivery to international buyers.  Initially Ms. Avila was traveling throughout Mexico in pursuit of personal purchases.  However, Ms. Avila soon realized that there was an opportunity to export these fine products abroad.  Ms. Avila cultivated relationships and contacts with various producers throughout Mexico.
 
On May 3, 2011, Vanessa Avila resigned as President, Secretary and Director of the Company. Effective May 3, 2011, Nigel Farnsworth was elected Director and appointed President, Secretary and Treasurer of the Company. Mr. Farnsworth is a graduate of The School of Business at The University of Exeter in Exeter, United Kingdom and has been involved with numerous business ventures in both the United Kingdom and the United States. From 2005 to present, Mr. Farnsworth has been a principal at Greenshoe Capital LLC.
 
We remain a development stage enterprise.
 
Current Business Operations
 
We have recently changed operations.  We intend to develop an online reservation system to access to numerous private jet aircraft, airports worldwide and a network of pre-approved, safety-checked operators.  We intend to develop a booking engine, which will provide real-time availability of small jets available for charter in certain areas and select the best option from the inventory of aircraft.
 
Products
 
As of November 30, 2012 we did not have a product line.  We are currently developing a booking engine, which will provide real-time availability of small jets available for charter in certain areas and select the best option from the inventory of aircraft.
 
Marketing, Advertising and Promotion
 
We intend to pursue strategic advertising and marketing campaigns.  We intend to implement an aggressive online advertising and marketing campaign to increase awareness of our new name and business plan to acquire new customers through multiple channels, including traditional and online advertising, direct marketing and expansion and strengthening of strategic relationships.  Initially, we will concentrate our efforts on the sale of private jet flight reservations on our e-commerce website which we have yet to complete.  We will seek to promote its website and attract visitors to it by becoming predominant on major search engines and banner advertisements on highly trafficked web sites that appeal to our target audience.  In addition, we will promote our website and our products by conventional advertising and marketing.
 
 
8

 
 
Product Research and Development
 
We anticipate that we will expend approximately $20,000 on research and development over the next 12 months.
 
Employees
 
Currently there are no full time or part-time employees of our company. However, our president, Nigel Fransworth, is a consultant of our company. We do not expect an increase in the number of employees over the next 12 month period. If business is successful and we experience rapid growth, our current officers and directors may be required to hire new personnel to improve, implement and administer our operational, management, financial and accounting systems.
 
Purchase or Sale of Equipment
 
In addition to purchasing computer and office equipment necessary for operating our business, intend to purchase computer software to develop a booking engine, which will provide real-time availability of small jets available for charter in certain areas and select the best option from the inventory of aircraft.  We also intend to purchase a new domain over the next 12 months.
 
Plan of Operations - Next 12 Months
 
We have commenced limited operations, and have generated revenue of $7,569 to date.  We are still a development stage corporation.
 
We have recently changed operations and management.  We intend to develop an online reservation system to access to numerous private jet aircraft, airports worldwide and a network of pre-approved, safety-checked operators.  We intend to develop a booking engine, which will provide real-time availability of small jets available for charter in certain areas and select the best option from the inventory of aircraft.
 
Prior to this we launched our e-commerce site on the Internet for the purpose of engaging in the business of selling jewelry and crafts online.  Our new website is located at www.shoptortuga.com. Our initial website was located at www.tortuga-imports.com.
 
Over the next twelve months we intend to use funds to develop our new reservation platform and website and for general and administrative expenditures, as follows:
 
Estimated Funding Required During the Next Twelve Months

General and Administrative
  $ 50,000  
Website Development and Promotion
    20,000  
Total
  $ 70,000  
 
Results of Operations
 
Three months ended November 30, 2012 and November 30, 2011
 
For the three months ended November 30, 2012, we generated no revenue and incurred expenditures of $4,801 and posted losses of $4,801. For the three months ended November 30, 2011, we incurred expenditures of $5,524 and posted losses of $5,524.  The expenses for both periods included administrative expenses and accounting and auditors’ fees.

 
9

 

Financial Condition, Liquidity and Capital Resources
 
Our principal capital resources have been through issuance of common stock and shareholder loans.
 
At November 30, 2012, we had a working capital of $8,223.
 
At November 30, 2012, our total current asset was cash of $14,893 and our total current liabilities were $6,670.

We will require additional financing before we generate significant revenues. We intend to develop an online reservation system to access to numerous private jet aircraft, airports worldwide and a network of pre-approved, safety-checked operators.  We intend to develop a booking engine, which will provide real-time availability of small jets available for charter in certain areas and select the best option from the inventory of aircraft.

We intend to raise the capital required through sales of our securities in secondary offerings or private placements.  We have no agreements in place to do this at this time.
 
There are no assurances that we will be able to obtain additional funds required for our continued operations. In such event that we do not raise sufficient additional funds by secondary offering or private placement, we will consider alternative financing options, if any, or be forced to scale down or perhaps even cease our operations.
 
Application of Critical Accounting Policies
 
Our unaudited consolidated financial statements and accompanying notes have been prepared in conformity with generally accepted accounting principles in the United States of America for interim financial statements.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.  These estimates and assumptions are affected by management's application of accounting policies.  We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risks
 
As a “smaller reporting company”, we are not required to provide the information under this Item 3.
 
Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures
 
Under the supervision and with the participation of our management, including our principal executive officer who is also our principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report.  Based on this evaluation, our principal executive officer who is also our principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.
 
Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect our internal control over financial reporting. 
 
 
10

 
 
PART II  -  OTHER INFORMATION
 
Item 1.  Legal Proceedings.
 
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
 
Item 1A. Risk Factors
 
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. 
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None.
 
Item 3.  Defaults Upon Senior Securities
 
None
 
Item 4.  Mine Safety Disclosures
 
None
 
Item 5.  Other Information
 
None.
 
 
11

 
 
Item 6.  Exhibits.
 
d) Exhibits
 
Exhibit  No.
 
Document Description
     
31.1*
 
Section 302 Certification of Chief Executive Officer and Chief Financial Officer
     
32.1*
 
Section 906 Certification of Chief Executive Officer and Chief Financial Officer
 
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
___________
*Filed herewith
 
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
12

 

SIGNATURES

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.
 
 
  JETBLACK CORP.  
       
Date:  January 17, 2013
By:
/s/ Nigel Farnsworth  
    Nigel Farnsworth, President, Treasurer, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)  
 
 
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