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EX-31.1 - EXHIBIT 31.1 - STATIONDIGITAL CORPv374859_ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - STATIONDIGITAL CORPv374859_ex32-1.htm

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: February 28, 2014

 

or

  

ALARMING DEVICES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 26-3062327

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

 

112 North Curry Street

Carson City, NV 89703-4934

(Address of principal executive office and zip code)

 

(775) 284-3707
(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the issuer (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

 

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

 

As of April 16, 2014, 5,340,000 shares of the Registrant’s common stock, par value $0.001 per share, were issued and outstanding.

 

 
 

 

ALARMING DEVICES, INC.

FORM 10-Q

For the period ended February 28, 2014

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION  
Item 1. Financial Statements F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 3
Item 3. Quantitative and Qualitative Disclosures About Market Risk 4
Item 4. Controls and Procedures 4
PART II - OTHER INFORMATION  
Item 1. Legal Proceedings 5
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 5
Item 3. Defaults Upon Senior Securities 5
Item 4. Mine Safety Disclosures 5
Item 5. Other Information 5
Item 6. Exhibits 5
SIGNATURES 6

 

2
 

 

Item 1. Financial Statements.

 

 

Alarming Devices, Inc.

 

February 28, 2014 and 2013

 

Index to the Financial Statements

  

Contents   Page(s)
     
Balance Sheets at February 28, 2014 (Unaudited) and August 31, 2013   F-2
     
Statements of Operations for the Three and Six Months Ended February 28, 2014 and 2013 (Unaudited)   F-3
     
Statement of Stockholders’ Deficit for the Interim Period Ended February 28, 2014 (Unaudited) and for the Fiscal Year Ended August 31, 2013   F-4
     
Statements of Cash Flows for the Six Months Ended February 28, 2014 and 2013 (Unaudited)   F-5
     
Notes to the Financial Statements (Unaudited)   F-6

 

F-1
 

 

Alarming Devices, Inc.

Balance Sheets

 

   February 28, 2014   August 31, 2013 
   (Unaudited)     
         
Assets          
Current assets          
Cash  $-   $- 
           
Total current assets   -    - 
           
Total assets  $-   $- 
           
Liabilities and stockholders' deficit          
Current liabilities:          
Accounts payable and accrued liabilities  $32,426   $35,245 
Advances from stockholder   85,837    71,971 
           
Total current liabilities   118,263    107,216 
           
Total Liabilities   118,263    107,216 
           
Stockholders' deficit          
Common stock par value $0.001: 75,000,000 shares authorized; 5,340,000 shares issued and outstanding   5,340    5,340 
Additional paid-in capital   9,860    9,860 
Accumulated deficit   (133,463)   (122,416)
           
Total stockholders' deficit   (118,263)   (107,216)
           
Total liabilities and stockholders' deficit  $-   $- 

 

See accompanying notes to the financial statements.

 

F-2
 

 

Alarming Devices, Inc.

Statements of Operations

 

   For the Three Months   For the Three Months   For the Six Months   For the Six Months 
   Ended   Ended   Ended   Ended 
   February 28, 2014   February 28, 2013   February 28, 2014   February 28, 2013 
   (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited) 
                 
Revenues earned during the development stage  $-   $-   $-   $- 
                     
Operating expenses                    
Professional fees   5,174    4,063    11,047    4,063 
                     
Total operating expenses   5,174    4,063    11,047    4,063 
                     
Loss before income tax provision   (5,174)   (4,063)   (11,047)   (4,063)
                     
Income tax provision   -    -    -    - 
                     
Net loss  $(5,174)  $(4,063)  $(11,047)  $(4,063)
                     
Net loss per common share:                    
- Basic and diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
Weighted average common shares outstanding                    
- basic and diluted   5,340,000    5,340,000    5,340,000    5,340,000 

 

See accompanying notes to the financial statements.

 

F-3
 

 

Alarming Devices, Inc.

Statement of Stockholders' Deficit

For the Interim Period Ended February 28, 2014 (Unaudited) and for the Fiscal Year Ended August 31, 2013

  

               Total 
   Common Stock Par Value $0.001   Additional   Accumulated   Stockholders' 
   Number of Shares   Amount   paid-in Capital   Deficit   Deficit 
                     
 Balance, August 31, 2012   5,340,000   $5,340   $9,860   $(98,156)  $(82,956)
                          
 Net loss                  (24,260)   (24,260)
                          
 Balance, August 31, 2013   5,340,000    5,340    9,860    (122,416)   (107,216)
                          
 Net loss                  (11,047)   (11,047)
                          
 Balance, February 28, 2014   5,340,000   $5,340   $9,860   $(133,463)  $(118,263)

  

See accompanying notes to the financial statements.

 

F-4
 

 

 Alarming Devices, Inc.

Statements of Cash Flows

 

   For the Six Months   For the Six Months 
   Ended   Ended 
   February 28, 2014   February 28, 2013 
   (Unaudited)   (Unaudited) 
         
Cash flows from operating activities:          
Net loss  $(11,047)  $(4,063)
           
Adjustments to reconcile net loss to net cash used in operating activities:          
Changes in operating assets and liabilities:          
Accounts payable and accrued liabilities   (2,819)   (1,346)
           
Net cash used in operating activities   (13,866)   (5,409)
           
Cash flows from financing activities:          
Advances from stockholder   13,866    5,409 
           
Net cash provided by financing activities   13,866    5,409 
           
Net change in cash   -    - 
           
Cash, beginning of reporting period   -    - 
           
Cash, end of reporting period  $-   $- 
           
Supplemental disclosure of cash flows information:          
Interest paid  $-   $- 
Income tax paid  $-   $- 

 

See accompanying notes to the financial statements.

 

F-5
 

 

Alarming Devices, Inc.

February 28, 2014 and 2013

Notes to the Financial Statements

(Unaudited)

 

Note 1 – Organization and Operations

 

Alarming Devices, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on July 22, 2008. The Company intended to import from China and supply a reliable and affordable home and commercial wireless alarm system.

 

The Company is currently inactive and is seeking a suitable candidate for a business combination.

 

Note 2 – Significant and Critical Accounting Policies

 

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

 

Basis of Presentation – Unaudited Interim Financial Information

 

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended August 31, 2013 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on December 16, 2013.

 

Fiscal Year-End

 

The Company elected August 31st as its fiscal year ending date.

 

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

 

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

 

(i)Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business;
(ii)Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

 

F-6
 

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

 

Level 1   Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2   Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3   Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued liabilities, approximate their fair values because of the short maturity of these instruments.

 

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 

F-7
 

 

Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

 

Related Parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Commitments and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

F-8
 

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

Revenue Recognition

 

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

Income Tax Provision

 

The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

Uncertain Tax Positions

 

The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the reporting period ended February 28, 2014 or 2013.

 

Net Income (Loss) per Common Share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

 

There were no potentially outstanding dilutive shares for the reporting period ended February 28, 2014 or 2013.

 

F-9
 

 

Cash Flows Reporting

 

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

 

Subsequent Events

 

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

 

Recently Issued Accounting Pronouncements

 

In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The ASU adds new disclosure requirements for items reclassified out of accumulated other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal years beginning after December 15, 2013.

 

In February 2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date." This ASU addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013.

 

In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013.

 

In March 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks). The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted.

 

F-10
 

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

 

Note 3 – Going Concern

 

The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. 

 

As reflected in the financial statements, the Company had an accumulated deficit at February 28, 2014, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company is seeking a suitable candidate for a business combination; however the Company’s cash position may not be sufficient to support the Company’s daily operations. While the Company believes in the viability of its strategy to find a suitable candidate and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to find a suitable candidate and in its ability to raise additional funds.

 

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Note 4 – Related Party Transactions

 

Advances from Stockholder

 

From time to time, stockholders of the Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.

 

Note 5 – Stockholders’ Deficit

 

Shares Authorized

 

Upon formation the total number of shares of common stock which the Company is authorized to issue is Seventy Five Million (75,000,000) shares, par value $0.001 per share.

 

Note 6 – Subsequent Events

 

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were certain reportable subsequent events to be disclosed as follows:

 

On March 11, 2014, Steel Pier Capital Advisors LLC (“Steel Pier”) consummated the sale of Andre Luis Nascimento Moreira’s Five Million (5,000,000) shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) in exchange for the retirement of advances in the amount of $79,837 made by Steel Pier to fund the Registrant. Also, on March 11, 2014, Mr. Moreira resigned as the Registrant’s President, Secretary/ Treasurer, Chief Financial Officer and Chairman of the Board of Directors.

 

On March 13, 2014, Timothy M. Roberts was appointed as the Registrant’s Director, Chief Executive Officer, Treasurer and Secretary.

 

F-11
 

 

On March 13, 2014 Steel Pier entered into a Stock Purchase Agreement (the “Agreement”) with StationDigital, Inc., a Delaware corporation (“StationDigital”) to acquire 4,850,400 shares (the “Shares”) of Steel Pier’s 5,000,000 shares of Common Stock. The purchase price for the Shares was Two Hundred Thousand Dollars ($200,000) in two non-refundable installments. The first installment of Fifty Thousand Dollars ($50,000) was made upon execution of the Agreement and immediately deliverable to Steel Pier. The second installment of One Hundred Fifty Thousand Dollars ($150,000) is due within sixty (60) days and is also non-refundable. The delivery of the Shares to StationDigital is subject to the consummation of the Merger between the Registrant and StationDigital for 52,800,000 post-split shares of Common Stock within Seventy-Five (75) Days of the execution of the Agreement. The acquisition of the Shares, which represent approximately 91% of the Registrant’s shares of outstanding Common Stock, resulted in a change in control of the Registrant.

 

F-12
 

 

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

 

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

 

Overview

 

Alarming Devices, Inc. (“Alarming Devices,” the “Company,” “our” or “we”) was incorporated in the State of Nevada as a for-profit company on July 22, 2008. We are a development stage company that intends to import from China and supply a reliable and affordable home and commercial wireless alarm system to resellers and distributors in North America. The company will import and distribute through certified resellers that will install and provide end user support. The company will also allow resellers to customer label the products so they could have the opportunity to create their own “house” brand. The Company plans to import and hold products with a shipping agent that would pick and ship for the company contractually to help control fixed costs.

 

The Company intends to seek a master distributor in North America who already supplies the alarm industry. The Master Distributor will have exclusive reseller rights throughout the territory; product manufactured specifically for Alarming Devices will be shipped directly from the manufacturer to the master distributor.

 

Plan of Operation

 

The Company has not yet generated any revenue from its operations. As of February 28, 2014, we had no cash on hand. We incurred operating expenses in the amount of $119,089 since July 22, 2008 to February 28, 2014. These operating expenses were comprised of professional fees and office and general expenses.

 

Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities. We have registered 2,000,000 of or our common stock for sale to the public. Our registration statement became effective on November 30, 2009, and we are in the process of seeking equity financing to fund our operations over the next 12 months.

 

Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

 

If Alarming Devices is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering described herein and failure thereof would result in Alarming Devices having to seek capital from other resources such as debt financing, which may not even be available to the company. However, if such financing were available, because Alarming Devices is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Alarming Devices cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Alarming Devices common stock would lose all of their investment.

 

Prior to March 13, 2014, our specific goal was to import and supply an affordable wireless alarm system through:

 

1. Securing a licensing/purchase agreement with a company that owns some proprietary radio technology that would become the backbone of the Company’s product line.

 

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2. To order some of alarms and have them shipped from China and stored for future sales.

 

3. To market product on TV commercials after our website was operational.

 

We anticipated that we would be fully operational within 360 days after having raised enough funds.

 

As of the date of this filing, the principal stockholder of Alarming Devices has entered into a Stock Purchase Agreement (the “Agreement”) with StationDigital, Inc., a Delaware corporation (“StationDigital”) to sell 4,850,400 shares (the “Shares”) of Steel Pier’s 5,000,000 shares of Common Stock. StationDigital intends to consummate a Merger into Alarming Devices for 52,800,000 post-split shares of Common Stock (the “Merger”). Following the Merger, which would result in a change in control of Alarming Devices, Alarming Devices intends to adopt the business plan of StationDigital, an Internet broadcasting platform for music, music video, TV and movies, which is completely free to the consumer and 100% supported by advertising revenues. StationDigital is attempting to capitalize on the technology driven market opportunity of expanding the distribution of media content to users, principally on 4G wireless and mobile devices, which have previously been predominantly available only through terrestrial, satellite, and land line based content providers..

  

The Company incurred a net loss of $5,174 for the three-month period ended February 28, 2014, compared with a net loss of $4,063 for the three month period ended February 28, 2013.

 

The Company incurred a net loss of $11,047 for the six-month period ended February 28, 2014, compared with a net loss of $4,063 for the six-month period ended February 28, 2013.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risks.

 

Not required for smaller reporting companies.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”), who is also our Chief Financial Officer (“CFO”), the Company’s principal executive officer and principal financial officer, of the design and effectiveness of our “disclosure controls and procedures” (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our CEO/CFO concluded that as of the end of the period covered by this report these disclosure controls and procedures were not effective. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in disclosure controls and procedures which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment as the Company had only one officer (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC Guidelines; and (iii) inadequate security and restricted access to computer systems including insufficient disaster recovery plans; and (iv) no written whistleblower policy. Our CEO/CFO plans to implement appropriate disclosure controls and procedures to remediate these material weaknesses, including (i) appointing additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting and a whistle blower policy; and (iii) implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan.

 

Changes in Internal Controls over Financial Reporting

 

There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

 

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the company or has a material interest adverse to the 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 and Reports on Form 8-K.

 

(a) Exhibit Index

 

Exhibit No.   Description
     
31.1   Certification of Chief Executive and Acting Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended. *
     
32.1   Certification of Chief Executive Officer and Acting Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

 

* filed herewith

 

(b) Reports on Form 8-K. During the fiscal quarter ending February 28, 2014, the Company did not file any Current Reports on Form 8-K.

 

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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.

 

Dated: April 16, 2014 /s/ Timothy M. Roberts
  Name: Timothy M. Roberts
  Title: Chairman, Chief Executive and Acting Chief Financial Officer, Treasurer, Secretary
  (Principal Executive Officer)
  (Principal Financial Officer)
  (Principal Accounting Officer)

 

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