Attached files
| file | filename |
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| EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - BCI HOLDING INC | f10q093013_ex32z1.htm |
| EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - BCI HOLDING INC | f10q093013_ex31z1.htm |
U.S. 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 September 30, 2013
Transition Report under Section 13 or 15(d) of the Exchange Act
For the Transition Period from ________to __________
Commission File Number: 333-169960
BAUMAN ESTATE PLANNING, INC. |
(Exact Name of Registrant as Specified in its Charter) |
NEVADA | 27-3387893 |
(State of other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification Number) |
9500 W. Flamingo Rd. Suite 205 |
|
Las Vegas, NV | 89147 |
(Address of principal executive offices) | (Zip Code) |
|
|
(800) 581-1522 | |
Registrant's Phone | |
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No X .
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 | . (Do not check if a smaller reporting company) | 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 No X
As of May 28, 2015 the issuer had 11,558,000 shares of common stock issued and outstanding.
TABLE OF CONTENTS
2
ITEM 1. FINANCIAL STATEMENTS
Bauman Estate Planning, Inc.
CONDENSED UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2012
C O N T E N T S
Condensed Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012 | 4 |
Condensed Statements of Operations for the three and nine month periods ended |
|
September 30, 2013 and 2012 (unaudited) | 5 |
Condensed Statements of Cash Flows for the nine month periods ended |
|
September 30, 2013 and 2012 (unaudited) | 6 |
Notes to the Condensed Financial Statements (unaudited) | 7 |
3
Bauman Estate Planning, Inc.
Condensed Balance Sheets
|
| September 30, |
| December 31, |
|
| 2013 |
| 2012 |
|
| (unaudited) |
|
|
ASSETS |
| $ |
| $ |
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
Cash |
| 16,530 |
| 3,598 |
Accounts receivable |
| 5,160 |
| 295 |
Total Current Assets |
| 21,690 |
| 3,893 |
|
|
|
|
|
TOTAL ASSETS |
| 21,690 |
| 3,893 |
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
Accounts payable |
| 1,684 |
| 3,677 |
Tax payable |
| 18 |
| - |
Related party loans |
| 2,485 |
| 5,443 |
Total Current Liabilities |
| 4,186 |
| 9,120 |
|
|
|
|
|
Total Liabilities |
| 4,186 |
| 9,120 |
|
|
|
|
|
STOCKHOLDERS' EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
Common stock: $0.001 par value, 75,000,000 shares authorized 10,940,000 and 10,800,000 shares issued and outstanding as of September 30, 2013 (unaudited) and December 31, 2012 |
| 10,940 |
| 10,800 |
Additional paid-in capital (Discount on common stock issued) |
| 6,460 |
| (400) |
Retained earnings (accumulated deficit) |
| 103 |
| (15,627) |
Total Stockholders' Equity (Deficit) |
| 17,504 |
| (5,227) |
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
| 21,690 |
| 3,893 |
The accompanying notes are an integral part of these condensed unaudited financial statements.
4
Bauman Estate Planning, Inc.
Condensed Statements of Operations (unaudited)
|
| For Three Months Ended |
| For Nine Months Ended | ||||
|
| September 30, |
| September 30, | ||||
|
| 2013 |
| 2012 |
| 2013 |
| 2012 |
|
| $ |
| $ |
| $ |
| $ |
|
|
|
|
|
|
|
|
|
REVENUES |
| 11,795 |
| 10,533 |
| 61,153 |
| 32,027 |
Cost of Revenue |
| 2,850 |
| - |
| 5,650 |
| - |
Gross Profit |
| 8,945 |
| 10,533 |
| 55,503 |
| 32,027 |
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
General and administrative |
| 12,433 |
| 3,104 |
| 36,687 |
| 20,229 |
Professional fees |
| 1,735 |
| 4,225 |
| 3,068 |
| 12,620 |
Total operating expenses |
| 14,168 |
| 7,328 |
| 39,755 |
| 32,849 |
|
|
|
|
|
|
|
|
|
OPERATING INCOME (OPERATING LOSS) |
| (5,223) |
| 3,204 |
| 15,748 |
| (823) |
|
|
|
|
|
|
|
|
|
Tax Expense |
| 783 |
| - |
| (18) |
| - |
|
|
|
|
|
|
|
|
|
Net Income |
| (4,440) |
| 3,204 |
| 15,730 |
| (823) |
|
|
|
|
|
|
|
|
|
Net Income Per Share - Basic and Diluted |
| (0.00)* |
| 0.00* |
| 0.00* |
| (0.00)* |
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding - |
|
|
|
|
|
|
|
|
Basic and Diluted |
| 10,824,239 |
| 10,000,000 |
| 10,808,168 |
| 10,000,000 |
|
|
|
|
|
|
|
|
|
* denotes income (loss) of less than $0.01 per share |
|
|
|
| ||||
The accompanying notes are an integral part of these condensed audited financial statements.
5
Bauman Estate Planning, Inc.
Condensed Statements of Cash Flows (unaudited)
|
| For Nine Months Ended | ||
|
| September 30, | ||
|
| 2013 |
| 2012 |
|
| $ |
| $ |
OPERATING ACTIVITIES |
|
|
|
|
Net gain (loss) |
| 15,730 |
| (3,323) |
Adjustments to reconcile net loss to net cash |
|
|
|
|
provided by (used in) operating activities: |
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
Increase in accounts receivable |
| (4,865) |
| - |
(Decrease) / Increase in accounts payable |
| (1,993) |
| - |
(Decrease) / Increase in tax payable |
| 18 |
| - |
Net Cash Provided by (Used in) Operating Activities |
| 8,890 |
| (3,323) |
|
|
|
|
|
INVESTING ACTIVITIES |
| - |
| - |
Net Cash Provided by (Used in) Investing Activities |
| - |
| - |
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
Proceeds from short term debt, related party |
| - |
| 2,500 |
Repayment on short term debt, related party |
| (2,958) |
| - |
Shares of common stock sold for cash |
| 7,000 |
| - |
Net Cash Provided by (Used in) Financing Activities |
| 4,042 |
| 2,500 |
|
|
|
|
|
Increase in cash |
| 12,932 |
| (823) |
|
|
|
|
|
Cash - Beginning of Period |
| 3,598 |
| 12,540 |
|
|
|
|
|
Cash - End of Period |
| 16,530 |
| 11,717 |
|
|
|
|
|
Non Cash Financing and Investing Activities: |
|
|
|
|
Supplemental Disclosures: |
|
|
|
|
Interest paid |
| - |
| - |
Income Taxes Paid |
| - |
| - |
The accompanying notes are an integral part of these condensed unaudited financial statements.
6
Bauman Estate Planning, Inc.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2012
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Bauman Estate Planning, Inc. (“the Company”, “we”, “us” or “our”) was incorporated in the state of Nevada on August 27, 2010. The Company engages in the business of estate planning. The Company is a one-stop, full service estate planning and an asset protection company. The Company’s staff of professional, dedicated, experienced, knowledgeable and highly competent personnel are trained and licensed to offer a broad range of estate planning services. The Company can assist their customers from minimizing or eliminating probate and/or federal estate taxes to highly sophisticated estate planning tools. The Company’s fiscal year is December 31.
NOTE 2 - GOING CONCERN
These 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. While the Company has started to achieve a profitable business, it has yet to demonstrate sustainable profitability where revenue consistently exceeds its operating expenses and it does not currently have the funding to fully implement its business plan. Future losses are anticipated in the continued development of its business, raising 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, obtaining 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, loans from directors or stockholders or through debt or equity financings.
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end.
Interim Financial Statements
The accompanying financial statements have been prepared by the Company without audit in accordance with SEC rules for quarterly reports on form 10-Q. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the three and nine months ended September 30, 2013 and 2012.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2012 audited financial statements. The results of operations for the three and nine periods ended September 30, 2013 and 2012 are not necessarily indicative of the operating results for the full years.
Use of Estimates
The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. We regularly evaluate estimates and assumptions related to the useful life and recoverability of long-lived assets and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
7
Bauman Estate Planning, Inc.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2012
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Development Stage Company
The Company is in the development stage as defined under the then current Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 “Development-Stage Entities,” and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, changes in stockholders’ equity and cash flows disclosed activity since the date of our inception (August 27, 2010) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. However, the Company has elected to early adopt these provisions and consequently these additional disclosures have not been included in these financial statements.
Cash and Cash Equivalents
Cash and cash equivalents include cash on deposit in overnight deposit accounts and investments in money market accounts. At September 30, 2013 and December 31, 2012, we had no cash equivalents.
Accounts Receivable
Accounts receivable are carried at the expected net realizable value. The allowance for doubtful accounts, if deem necessary, is based on management's assessment of the collectability of specific customer accounts and the aging of the accounts receivables. If there were a deterioration of a major customer's creditworthiness, or actual defaults were higher than historical experience, our estimates of the recoverability of the amounts due to us could be overstated, which could have a negative impact on operations. There was $5,160 and $295 in accounts receivable as of September 30, 2013 and December 31, 2012, respectively.
Financial Instruments
ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.
Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs.
Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.
Our financial instruments consist of cash, accounts receivable, accounts payable and advances, related party which approximate their fair value due to their short maturities.
8
Bauman Estate Planning, Inc.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2012
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED
Long-Lived Assets
We account for our long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. We assess recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. As of September 30, 2013 and December 31, 2013 we did not have any long-lived assets.
Income Taxes
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely that not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, such as when a purchase order or contract is received from a customer, the price is fixed, title to the goods has passed, and there is reasonable assurance of collection. Specifically, revenue is recognized when products are shipped, which is when title and risk of loss pass to the customer. The Company classifies selling discounts and rebates, if any, as a reduction of revenue.
Concentration of Business and Credit Risk
No single customer represents more than 5% of our total sales
Advertising, Promotion and Marketing
We recognize advertising, promotion and marketing costs as incurred. The amount of advertising, promotion and marketing expense recognized for the three and nine month periods ended September 30, 2013 was $10,742 and $32,320 (2012 - $2,397 and $17,260), respectively.
Basic and Diluted Net Income (Loss) Per Share
The Company computes income loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic income loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
No potential dilutive debt or equity instruments were issued or outstanding during the three and nine month periods ended September 30, 2013 and 2012.
9
Bauman Estate Planning, Inc.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2012
Recent Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations.
Subsequent Events
In accordance with FASB ASC 855, Subsequent Events, we evaluated subsequent events from September 30, 2013 to the date the financial statements were available for issue.
NOTE 4 - RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
During the nine months ended September 30, 2013 and 2012, the President was (repaid) or advanced to the Company $(2,958) and $0 respectively.
As of September 30, 2013 and December 31, 2012, the balances on the advances were $2,485 and $5,443 respectively. The advances are non-interest bearing, unsecured and due on demand.
NOTE 5 – COMMON STOCK
In The Company is authorized by its Article of Incorporation and Bylaws to issue up to 75,000,000 Common Stock.
Between September 9, 2013 and September 18, 2013 the Company sold 140,000 shares of its $0.001 par value common stock at $0.05 per share to 4 investors for consideration of $7,000 in cash.
As at September 30, 2013, there were 10,940,000 shares of common stock issued and outstanding.
Between October 16, 2013 and December 12, 2013 the Company sold 190,000 shares of its $0.001 par value common stock at $0.05 per share to 10 investors for consideration of $9,500 in cash.
Between January 15, 2014 and March 24, 2014 the Company sold 428,000 shares of its $0.001 par value common stock at $0.05 per share to 24 investors for consideration of $21,400 in cash.
As at May 19, 2015, there were 11,558,000 shares of common stock issued and outstanding.
10
Bauman Estate Planning, Inc.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2012
NOTE 6 – INCOME TAXES
The Company accounts for income taxes using the liability method; under which deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
Deferred taxes will be provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
As of December 31, 2012, the Company had net operating loss carry forwards of $15,627 that may be available to reduce future years’ taxable income through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a 100% valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
As of September 30, 2013, the Company had net accumulated operating income of $122 on which we accrued a tax provision of $18 calculated at 15%.
NOTE 7 – SUBSEQUENT EVENTS
Between October 16, 2013 and December 12, 2013 the Company sold 190,000 shares of its $0.001 par value common stock at $0.05 per share to 10 investors for consideration of $9,500 in cash.
Between January 15, 2014 and March 24, 2014 the Company sold 428,000 shares of its $0.001 par value common stock at $0.05 per share to 24 investors for consideration of $21,400 in cash.
We have evaluated all subsequent events through the date these financial statements were issued and determined that, other than as disclosed above, there are no subsequent events to disclose:
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); finding suitable merger or acquisition candidates; expansion and growth of the Company's business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.
These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.
Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.
The Company has a limited operating history upon which an evaluation of the Company, its current business and its prospects can be based. The Company's prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. Such risks include inadequate funding the company's inability to anticipate and adapt to a developing market, the failure of the company's infrastructure, changes in laws that adversely affect the company's business, the ability of the Company to manage its operations, including the amount and timing of capital expenditures and other costs relating to the expansion of the company's operations, the introduction and development of different or more extensive communities by direct and indirect competitors of the Company, including those with greater financial, technical and marketing resources, the inability of the Company to attract, retain and motivate qualified personnel and general economic conditions.
The Company expects that its operating expenses will increase significantly, especially as it implements its business plan. To the extent that increases in its operating expenses precede or are not followed by commensurate increases in revenues, or that the Company is unable to adjust operating expense levels accordingly, the Company's business, results of operations and financial condition would be materially and adversely affected. There can be no assurances that the Company can achieve or sustain profitability or that the Company's operating losses will not increase in the future.
GENERAL DESCRIPTION OF BUSINESS
Bauman Estate Planning, Inc. “(BEP”) was formed in August 2010. BEP is a unique, full service, one-stop, and estate planning and asset protection company. Our team of dedicated, experienced and knowledgeable personnel is trained to offer a broad range of estate planning and asset protection services. We can assist you from minimizing or eliminating probate, and/or federal estate taxes to highly sophisticated asset protection tools. Our number one priority is to protect what you have.
12
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2012
Revenue
During the three months ended September 30, 2013 we generated $11,795 in revenues (2012 - $10,533) the increase in sales between the two periods was due to the increase in advertising and an increase in referrals from outside sources.
Cost of revenue
Our cost of revenue was $2,850 for the three months ended September 30, 2013 (2012 - $0). We recognized cost of revenue in the three months ended September 30, 2013 because cost of revenue is incurred on complex trust that require outside legal assistance. Most simple trust do not require legal assistance.
Operating Expenses
During the three months ended September 30, 2013, we incurred $14,168 in operating expenses (2012 - $7,328). During the three months ended September 30, 2013 our operating expenses consisted of: $10,742 (2012 - $2,397) in advertising and marketing expenses and $1,735 (2012 - $4,225) in professional fees.
Income tax
As of September 30, 2013, the Company had net accumulated operating income of $122 on which we accrued a tax provision of $18.
Net Income (Loss)
Our net loss for the three months ended September 30, 2013 was $4,440 compared to net income of $3,204 for the three months ended June, 30, 2012, a variance of $7,236 due to the factors discussed above.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2012
Revenue
During the nine month period ended September 30, 2013 we generated $61,153 in revenues (2012 - $32,027) the increase in sales between the two periods was due to the increase in advertising and an increase in referrals from outside sources.
Cost of revenue
Our cost of revenue was $5,650 for the nine months ended September 30, 2013 (2012 - $0). We recognized cost of revenue in the nine months ended September 30, 2013 because cost of revenue is incurred on complex trust that require outside legal assistance. Most simple trust do not require legal assistance.
Operating Expenses
During the nine month period ended September 30, 2013, we incurred $39,755 in operating expenses (2012 - $32,849). During the period ended September 30, 2013 our operating expenses consisted of: $32,320 (2012 - $17,260) in advertising and marketing expenses and $3,068 (2012 - $12,620) in professional fees.
Income tax
As of September 30, 2013, the Company had net accumulated operating income of $122 on which we accrued a tax provision of $18.
Net Income (Loss)
Our net income for the nine months ended September 30, 2013 was $15,730 compared to a net loss of $823 for the nine months ended June, 30, 2012, a variance of $16,553 due to the factors discussed above.
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LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2013 we had $21,690 in current assets compared to $3,893 at December 31, 2012. Current liabilities at September 30, 2013 totaled $4,187 compared to $9,120 at December 31, 2012.
These 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. While the Company has started to achieve a profitable business, it has yet to demonstrate sustainable profitability where revenue consistently exceeds its operating expenses and it does not currently have the funding to fully implement its business plan. Future losses are anticipated in the continued development of its business, raising 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, obtaining 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, loans from directors or stockholders or through debt or equity financings.
Cash Flows from Operating Activities
For the period ended September 30, 2013, net cash flows provided by operating activities was $8,890 compared to $3,323 used by operating activities for the period ended September 30, 2012, an increase of $12,213. During the nine month period ended September 30, 2013, the Company generated income of $15,730, which was offset for cash flow purposes by an increase in accounts receivable of $4,865, a decrease in accounts payable of $1,994, and an increase in tax payable of $18. By comparison during the nine month period ended September 30, 2012 the Company generated a loss of $3,323.
Cash Flows from Investing Activities
We neither used, nor provided cash flow from investing activities during the nine month periods ended September 30, 2013 or 2012.
Cash Flows from Financing Activities
During the nine month period ended September 30, 2013, the Company received $7,000 from the sale of shares of its common stock and repaid $2,958 to related parties compared to related party advances of $2,500 in cash flows generated in financing activities during the nine months ended September 30, 2012.
CRITICAL ACCOUNTING POLICIES
In Financial Reporting release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and Exchange Commission suggested that companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include: non-cash compensation valuation that affects the total expenses reported in the current period and the valuation of shares. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we report in our financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
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CONTROLS AND PROCEDURES
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.
As of September 30, 2013 we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer and our chief financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our President and Chief Financial Officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our corporate reporting as of the end of the period covered by this Quarterly Report due to certain deficiencies that existed in the design or operation of our internal controls over financial reporting and that may be considered to be material weaknesses.
CHANGES IN INTERNAL CONTROLS.
There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company was not subject to any legal proceedings during the nine month periods ended September 30, 2013 or 2012 and, to the best of its knowledge; no legal proceedings are pending or threatened.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Between September 9, 2013 and September 18, 2013 the Company sold 140,000 shares of its $0.001 par value common stock at $0.05 per share to 4 investors for consideration of $7,000 in cash.
The above transactions were exempt under Section 4(2) and 3(b) of the Securities Act of 1933, as amended, and the rules and regulations promulgated there under, including Regulations D, due to the fact that each of the investors were accredited investors, had acquired the shares for investment purposes and not with a view for re-distribution, had access to sufficient information concerning the Company, and the certificate(s) representing such shares will bear a restrictive legend.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no senior securities issued or outstanding during the nine month periods ended September 30, 2013 or 2012.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
The following documents are included or incorporated by reference as exhibits to this report.
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
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 28, 2015
Bauman Estate Planning, Inc
Registrant
By: /s/ Todd Bauman
Todd Bauman
Chief Executive Officer
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