UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

[X]	Quarterly Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934
	For the quarterly period ended November 30, 2013
[  ]	Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934
	For the transition period from _________ to ________
	Commission file number: 333-184881

 

Camp Nine, Inc.

(Exact name of registrant as specified in its charter)

 

NV	45-5401931
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

 

1065 Kawaiahao St Ste 2207, Honolulu, Hawaii

(Address of principal executive offices)

 

(803) 226-7944

(Registrant’s telephone number)

___________________________

(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 [X] Yes [ ] 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.

 

[ ] Large accelerated filer	[ ] Accelerated filer
[ ] Non-accelerated filer	[X] Smaller reporting company

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 28,500,000 as of January 10, 2014.

 

	TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4:	Controls and Procedures	10
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	11
Item 1A:	Risk Factors	11
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	11

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:

 

F-1	Condensed Consolidated Balance Sheets as of November 30, 2013 and 2012 (unaudited);
F-2	Condensed Consolidated Statements of Operations for the three months ended November 30, 2013 2012 and period from May 23, 2011 (Inception) to November 30, 2013 (unaudited);
F-4	Condensed Consolidated Statements of Cash Flows for the three months ended November 30, 2013 and 2012 and period from May 23, 2011 (Inception) to November 30, 2013 (unaudited);
F-5	Notes to Condensed Consolidated Financial Statements.

 

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended November 30, 2013 are not necessarily indicative of the results that can be expected for the full year.

 

CAMP NINE, INC.

(A Development Stage Company)

Condensed Consolidated Balance Sheets

  

		November 30,				August 31,
		2013				2013
ASSETS
CURRENT ASSETS
Cash		$	6,166			$	15,290
Inventory			4,734				3,169
Total Current Assets			10,900				18,459
Property, Plant and Equipment, net			1,400				1,550
TOTAL ASSETS		$	12,300			$	20,009
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable		$	40,331			$	33,666
Total Current Liabilities			40,331				33,666
STOCKHOLDERS' EQUITY
Preferred stock: $0.001 par value, 10,000,000 shares authorized, no shares issued or outstanding			—				—
Common stock: $0.001 par value, 90,000,000 shares authorized, 28,500,000 shares issued and outstanding for both periods			28,500				28,500
Additional  Paid-in Capital			15,000				15,000
Deficit accumulated during the development stage			(71,531	)			(57,157	)
Total Stockholders' Equity			(28,031	)			(13,657	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	12,300			$	20,009

  

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

CAMP NINE, INC.

(A Development Stage Company)

Condensed Consolidated Statements of Operations

 

		For the Three Months Ended				For the Three Months Ended				From Inception on May 23, 2011 Through
		November 30,				November 30,				November 30,
		2013				2012				2013
REVENUES		$	1,850			$	2,149			$	14,920
COST OF GOODS SOLD			1,686				1,850				11,521
GROSS MARGIN			164				299				3,399
OPERATING EXPENSES
Advertising and promotion			—				309				5,759
Loss on impairment of inventory			—				—				377
General and administrative			14,538				9,010				68,794
Total Operating Expenses			14,538				9,319				74,930
LOSS FROM OPERATIONS			(14,374	)			(9,020	)			(71,531	)
NET LOSS		$	(14,374	)		$	(9,020	)			(71,531	)
BASIC AND DILUTED LOSS PER COMMON SHARE		$	(0.00	)		$	(0.00	)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			28,500,000				23,500,000

 

 

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

CAMP NINE, INC.

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows

 

		For the Three Months Ended				For the Three Months Ended				From Inception on May 23, 2011 Through
		November 30,				November 30,				November 30,
		2013				2012				2013
OPERATING ACTIVITIES
Net loss		$	(14,374	)		$	(9,020	)		$	(71,531	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation			150				—				400
Changes in operating assets and liabilities:
Inventory			(1,565	)			1,850				(4,734	)
Other current assets			—				3,000				—
Accounts payable			6,665				5,667				40,331
Net Cash Used in Operating Activities			(9,124	)			1,497				(35,534	)
INVESTING ACTIVITIES
Purchase of property, plant and equipment			—				—				(1,800	)
Net Cash Used in Investing Activities			—				—				(1,800	)
FINANCING ACTIVITIES
Proceeds from the issuance of common stock			—				—				43,500
Net Cash Provided by Financing Activities			—				—				43,500
NET INCREASE (DECREASE) IN CASH			(9,124	)			1,497				6,166
CASH AT BEGINNING OF PERIOD			15,290				8,949				—
CASH AT END OF PERIOD		$	6,166			$	10,446			$	6,166
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest		$	—			$	—			$	—
Income Taxes		$	—			$	—			$	—

  

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

CAMP NINE, INC.

Notes to Condensed Consolidated Financial Statements

November 30, 2013 (Unaudited)

 

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

 

The accompanying unaudited interim financial statements of Camp Nine, Inc. and Subsidiary (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, and should be read in conjunction with the Company’s audited 2013 annual financial statements and notes thereto filed on Form 10-K with the SEC. In the opinion of management, all adjustments, consisting of normal reoccurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods present have been reflected herein. The results of operation 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 disclosure required in the Company’s fiscal 2012 financial statements have been omitted.

 

NOTE 2 - GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company has accumulated deficit of $71,531 as of November 30, 2013.  The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

 

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

 

NOTE – SUBSEQUENT EVENT

 

The Company has evaluated events from November 30, 2013 through the date the financial statements were issued. There were no subsequent events that need disclosure.

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

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Company Overview

 

We were incorporated as Camp Nine, Inc. in the State of Nevada on May 31, 2012, for the purpose of designing, manufacturing, marketing and selling surfboards. In an attempt to limit our liability, the actual designing, manufacturing, marketing and selling of surfboards occurs in our wholly owned subsidiary, Camp Nine, LLC, a Hawaii limited liability company. We believe that by having all of the foregoing occur in Camp Nine, LLC, lawsuits would be confined to Camp Nine LLC and not the parent company, Camp Nine Inc. Camp Nine, LLC, was organized on May 23, 2011, in the State of Hawaii.

 

Products and Pricing

 

We offer two lines of surfboards, the “Throwback Line” and the “Pop Art Line”. The models in the Throwback Line consist of the: SM1 and SM2. The Pop Art Line consists of the: Ace 1, Bandito and Hot Pocket. The “Pop Art Line” contains both “performance shortboards” and “fun shortboards”. The “Throwback Line” consists of “fun shortboards”.

 

A performance shortboard is intended for those surfers who are more experienced, accomplished surfers. These parties generally have no trouble with the basics of surfing such as catching a wave, and thus want a performance surfboard that is highly maneuverable and responsive. Less accomplished surfers will generally gravitate towards the species of shortboard known as the fun shortboard. Fun shortboards are less maneuverable than performance boards once you are on the wave, but are designed to facilitate the catching of the wave. Fun shortboards are also used by all levels of surfers when the waves are too small to support performance surfing. Our current surfboard models for each line are as follows:

 

Pop Art Line

 

·

Ace 1

 

o

We believe that the Ace 1 is a high performance shortboard.  We designed this surfboard for the more advanced surfer that excels at catching waves in all conditions. We emphasized performance in designing this model. We believe that this is a good surfboard for waves up to 8-10 feet but is not suitable for waves beyond that height.

  

o

The model has historically been priced at $675.  The majority of our sales have occurred as that price point. However, we have had sales wherein this model was sold for as little as $400 and will likely reduce the sales price for our two remaining models to $450-475.   The Ace 1 will still be featured as a surfboard on our website. However, as we believe the market for high and medium performance shortboards is more competitive, we will only be manufacturing these boards if requested by a customer.

 

·

Bandito

 

o

We believe that the Bandito is a medium performance shortboard. We designed this model to allow the surfer to more easily catch waves than with the Ace 1.  Its greater wave catching capacity does come at a cost though as we consider it to be less maneuverable than is the Ace 1 once the surfer is on the wave.  Although less maneuverable, we believe that it is still a good surfboard for waves up to 8-10 feet.

 

o

The model is generally priced at $675.  The majority of our sales have occurred as that price point. However, we have had sales wherein this model was sold for as little as $550.

 

The Bandito will still be featured as a surfboard on our website. However, as we believe the market for high and medium performance shortboards is more competitive, we will only be manufacturing these boards if requested by a customer.

 

·

Hot Pocket

 

o

We believe the Hot Pocket is a fun shortboard. As such we designed this surfboard with an emphasis on making it easy to catch waves and ride them without worrying about maneuverability on the wave.  We believe that this is a good surfboard for waves up to 6 feet but is not suitable for waves beyond that height.

 

o

It is available in the following heights:

 

§

5’7”, 5’9”, 5’11” and 6’1”.

 

o

The model is generally priced at $675.  The majority of our sales have occurred as that price point. However, we have had sales wherein this model was sold for as little as $450.   We believe the market for fun shortboards is strong and less competitive. We may continue to manufacture and maintain a small inventory of Hot Pocket.

 

·

We had previously anticipated creating a surfboard model referred to as The Classic. We have decided not to create The Classic.

 

Throwback Line

 

·

SM2

o

We believe the SM2 is a fun surfboard. Like other fun surfboards it was designed with an emphasis on making it easy to catch waves and ride them without worrying about maneuverability on the wave. An additional emphasis on this model was speed which is why it has a square nose. We consider this surfboard to a very fast surfboard.  We believe that this is a good surfboard for waves up to 6 feet but is not suitable for waves beyond that height.

 

o

It is currently available only in a 5’5” height.

 

o

The model is generally priced at $975.

 

o

We have manufactured two of these surfboards. We have a small initial production as we want to gauge the market reaction to it prior to committing to it. We may carry a small inventory of these if the response to it is positive.

 

o

Though the same design, the two surfboards are listed on the website as the Koa and SM2. We will be using the SM2 designation for this model surfboard going forward.

 

·

SM1

o

We believe the Koko is a fun surfboard. Like our other fun surfboards it was designed with an emphasis on making it easy to catch waves and ride them without worrying about maneuverability on the wave. The largest distinguishing factor between this model and the Koko is the nose. The nose for this board is more rounded, which gives it less speed but more maneuverability. We believe that this is a good surfboard for waves up to 6 feet but is not suitable for waves beyond that height.

 

o

It is currently available only in a 5’4” height.

 

o

The model is generally priced at $975.

 

o

We have manufactured two of these surfboards. We have a small initial production as we want to gauge the market reaction to it prior to committing to it. We may carry a small inventory of these if the response to it is positive.

 

o

Though the same design, the two surfboards are listed on the website as the Koko and SM1. We will be using the SM1 designation for this model surfboard going forward.

 

Surfboard Manufacturing Process

 

Our surfboards consist of polyurethane foam, fiberglass and epoxy resin. The first step in manufacturing a surfboard is to purchase a blank piece of polyurethane foam from a supplier. This piece of foam is referred to as a blank. The second step is to shape the blank into the dimensions desired for the surfboard. After the blank has been shaped to the desired dimensions, the next step is to apply an initial coat of fiberglass on the surface of the surfboard. Once the initial coat of fiberglass has been applied, then the graphics are applied to the surfboard. After the graphics have been applied to the surfboard, a coat of fiberglass and resin is applied to the surface of the surfboard.

 

We have independent contractors perform all of the foregoing work. The party that shapes the blank to our desired dimensions is referred to as the shaper. The party that applies the fiberglass, resin and graphics is referred to as the glasser. To date, it has taken approximately 4-6 weeks from the time we order a surfboard from our independent contractors until we receive a completed surfboard.

 

Although we plan to pursue written agreements with our independent contractors to provide goods and services to us at their respective and customary rates upon request, we do not currently have a written agreement in place with our independent contractors. Each of these functions requires the services of persons in high demand and these persons may not always be available. The implementation of our business plan and ability to services our customers may be impaired if we are not able to secure written agreements with our independent contractors. In addition, because we do not have written agreements with our independent contractors, they could refuse to produce surfboards, reduce the number of surfboards that they provide or change the terms and prices under which they normally supply our surfboards. The occurrence of any such conditions will have a materially negative effect upon our reputation and our ability to distribute our surfboards, which will cause a material reduction in our revenues.

 

Competition

 

To date we have sold all of our surfboards on Oahu, Hawaii. We anticipate that all of our sales in the immediate future will also occur on Oahu. We face a tremendous amount of competition from other surfboard manufacturers, both local and national, in this market.

 

The surfboard manufacturing market is characterized by a few global competitors that sell their product in every market in which surfing is popular, and local competitors that manufacturer and sell surfboards to parties in the immediate geographic vicinity in which they reside. National manufacturers enjoy the competitive advantage of brand recognition. National manufacturers achieve brand recognition by placing advertisements in national magazines such as Surfer, Surfing and Transworld Surf and sponsoring high profile surfers. Further brand recognition is gained when these high profile surfers appear in the foregoing magazines and surf videos.

 

Although local manufacturers enjoy brand recognition, it is not as great. We believe that manufacturers do possess a high degree of brand loyalty though. Local manufacturers frequently custom shape surfboards to the particular requests of their customers. It is our belief that if a customer is pleased with the surfboard, then they will generally return to that manufacturer when they need a new surfboard. We also believe that, for this same reason, national manufacturers also enjoy brand loyalty.

 

We do not have the resources to compete with the marketing done by national competitors. With respect to local competitors, we face the obstacle of having to move customers away from a product they know that they enjoy surfing. In attempt to overcome the obstacles presented by national and local surfboard manufacturers we have emphasized surfboard graphics.

 

Our surfboards have designs, graphics or colors that we believe are unique. We emphasize this in the promotion of our surfboards by referring to them as art. We believe that our graphics and colors will serve to attract customers who appreciate extensive graphics and colors. Additionally, while we are primarily targeting customers who will use our surfboards to surf, we hope that by promoting our surfboards as art that some individuals may buy the surfboards as decorative pieces to be displayed and not surfed. At this point however, this would merely be a collateral benefit.

 

Plan of Operation

 

Current Inventory and Product Development

 

Currently, we have inventory of 7 surfboards consisting of:

 

·

2 of the Ace 1

 

·

1 of the Bandito

  

·   ·   ·   ·

1 of the Koa   1 of the Koko   1 of the SM1   1 of the SM2

 

Our current manufacturing plan is to wait and gauge the response generated by the Koa and Koko models. If we receive positive feedback from them on our website and from the customers in the surf shop, then we will likely manufacture more of them and maintain a small inventory. If the response is not positive, then we will likely look for a different board design.

 

Should we decide to increase our inventory, then we plan to finance our planned manufacture of additional inventory through the use of cash on hand as well as funds to be raised. Capital plans include selling equity securities and obtaining debt financing to fund capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

  

Marketing Efforts

 

To date our marketing efforts have consisted of a website, campnine.com, displaying our surfboards in retail stores, social media, advertising boards for sale on craigslist.org and print advertising.

 

Website.

Customers can view the surfboard models and 1) purchase them directly from us via the website or 2) locate a surf shop that carries our surfboards. Under the Board Models tab, individuals can view all of the types of board models and dimensions. Customers can also take a look at our existing boards for sale, and the dimensions and graphics of each, under the Shop tab. We also offer a list of the surf shops that carry our surfboards and pictures, length and cost of the surfboards at the surf shop. In addition to our product information the website has a photo gallery page and a blog page with announcements on regarding upcoming sales on surfboards and placement of the surfboards in the surf shops. Our President, Michael Garcia designed the website and maintains it. We pay approximately $100 to maintain the website.

 

Retail Surf Shops.

We currently have our surfboards in one surf shop, Surf Garage in Honolulu, Hawaii. The surfboards are offered for sale in this surf shop on a consignment basis. To date we have provided the surf shop 20% of the gross sales price of each board. Although this lowers our return on each surfboard, we believe that having the surfboard on display increases our overall product and brand awareness in the local surf community and increases the chance of the surfboard being sold.

 

Social Media.

We have both a Facebook page, CampNine BoardLine, and a Twitter account, @campnine.com. Our Facebook page has over 500 friends. We attempt to regularly post product available for sale and direct people to our website for further product information. We have over 450 followers and almost 2,000 people following us on our twitter account. We attempt to direct people to our website by advising them of new posts on our blog. Currently, there is no charge from either Facebook or Twitter to maintain a webpage or account, respectively.

 

Craigslist.

We post our surfboards for sale on the craigslist.org page for Hawaii. The posts generally provide a link to our website, a picture of the board for sale, its cost and dimensions. If a model is for sale at one of the retail surf shops that is carrying our product, then we generally provide the location of the surf shop as well. Currently, there is no charge for advertising surfboards for sale on craigslist.org. 

 

T Shirts.

In order to promote our visibility, we printed t-shirts with our name and logo. These will be given to surf shop owners, parties that purchase surfboards, and may be given away at surf contests.

 

Results of operations for the three months ended November 30, 2013 and 2012 and for the period from May 23, 2011 (date of inception) through November 30, 2013.

 

We generated $1,850 and $2,149 in revenue for the three months ended November 30, 2013 and 2012. We generated $14,920 in revenue from Inception on May 23, 2011 through November 30, 2013.

 

Our cost of goods sold for the three months ended November 30, 2013 and 2012 was $1,686 and $1,850. Our cost of goods sold from Inception on May 23, 2011 through November 30, 2013, was $11,521.

 

Our operating expenses for the three months ended November 30, 2013 and 2012 were $14,538 and $9,319, respectively. Our operating expenses from Inception on May 23, 2011 through November 30, 2013, were $74,930.

 

The operating expenses for the three months ended November 30, 2013 and 2012, consisted primarily of general and administrative fees of $14,538 and $9,010, respectively. The operating expenses for the period from Inception on May 23, 2011 through November 30, 2013, consisted primarily of general and administrative fees of $68,794 and advertising and promotion costs of $5,759.

 

We recorded a net loss of $14,374 and $9,020 for the three months ended November 30, 2013 and 2012. We recorded a net loss of $71,531 from Inception on May 23, 2011 through November 30, 2013.

 

Liquidity and Capital Resources

 

As of November 30, 2013, we had total current assets of $10,900 including cash of $6,166, and total current liabilities of $40,331. Thus, as of November 30, 2013, we had a capital deficit of $29,431.

 

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

 

Off Balance Sheet Arrangements

 

As of November 30, 2013 there were no off balance sheet arrangements.

 

Going Concern

 

Our financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred cumulative losses of $71,531 for the period November 30, 2013 expect to incur further losses in the development of our business and have been dependent on funding operations through the issuance of convertible debt and private sale of equity securities. These conditions raise substantial doubt about our ability to continue as a going concern. Management’s plans include continuing to finance operations through the private or public placement of debt and/or equity securities and the reduction of expenditures. However, no assurance can be given at this time as to whether we will be able to achieve these objectives. The financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

 

Recently Issued Accounting Pronouncements

 

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarter report, being November 30, 2013. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A: Risk Factors

 

A smaller reporting company is not required to provide the information required by 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

 

Not applicable.

 

Item 5. Other Information

 

None

 

Item 6. Exhibits, Financial Statements Schedules  

 

Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	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**	The following materials from the Company’s Annual Report on Form 10-Q for the quarter ended November 30, 2013 formatted in Extensible Business Reporting Language (XBRL).

 

**Provided herewith

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CAMP NINE, INC.

 

By:	/s/ Michael Garica
	Michael Garcia
Title:	Chief Executive Officer Chief Financial Officer, Principal Accounting Officer, and sole Director
Date:	January 10, 2014

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:	/s/ Michael Garica
	Michael Garcia
Title:	Chief Executive Officer Chief Financial Officer, Principal Accounting Officer, and sole Director
Date:	January 10, 2014