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EX-31 - RULE 13(A)-14(A)/15(D)-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER - SharkReach, Inc.exhibit31.htm
EX-32 - SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - SharkReach, Inc.exhibit32.htm

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: March 31, 2015


[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from: _____________  to ________________


Comission file number: 333-185509


________________________


ONLINE SECRETARY, INC.

(Exact name of registrant as specified in its charter)


Nevada

(State or Other Jurisdiction of Incorporation or Organization)

46-0912423

(IRS Employer Identification Number)


112 North Curry Street

Carson City, Nevada 89703

Telephone No.:  (775) 321-8234

(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)



____________________________



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes |X| No |_|

Check whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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 |_| No |X| (Not required by smaller reporting companies)


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 |X| No |_|

As of March 31, 2015, the aggregate value of voting and non-voting common equity held by non-affiliates was 12,740,000 shares of common stock, $0.001 par value, issued and outstanding.







Online Secretary, Inc.


Quarterly Report on Form 10-Q

Table of Contents





Page Number


PART I FINANCIAL INFORMATION





Item 1

Condensed Financial Statements

3




Item 2

Managements Discussion and Analysis of Financial Condition and Results of Operations

8




Item 3

Quantitative and Qualitative Disclosures About Market Risk

10




Item 4

Controls and Procedures

10








PART II OTHER INFORMATION





Item 1

Legal Proceedings

12




Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

12




Item 3

Defaults Upon Senior Securities

12




Item 4

(Removed and Reserved)

12




Item 5

Other Information

12




Item 6

Exhibits

12







2


Item 1. Financial Statements



 

 


 

 


 

 


 

 


 

 

ONLINE SECRETARY, INC.



CONDENSED FINANCIAL STATEMENTS


March 31, 2015


 

 

Unaudited

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 

CONDENSED BALANCE SHEETS

 

 


 

 

CONDENSED STATEMENT OF OPERATIONS

 

 


 

 

CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

 

 


 

 

CONDENSED STATEMENT OF CASH FLOWS

 

 


 

 

NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

 

 








3


ONLINE SECRETARY, INC.


CONDENSED BALANCE SHEETS




March 31, 2015


September 30, 2014

 

 

(Unaudited)

 

(Audited)






ASSETS










CURRENT ASSETS





Cash

$

414

$

1,414

Prepaid Expenses


-    


1,850

TOTAL ASSETS

$

414

$

3,264






LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)










CURRENT LIABILITIES





Accounts payable and accrued liabilities

$

19,575

$

12,175

Loans from related party

 

2,854

 

2,854

TOTAL CURRENT LIABILITIES

$

22,429

$

15,029






STOCKHOLDERS' EQUITY (DEFICIT)





Capital stock

Authorized





   75,000,000 shares of common stock, $0.001 par value,





Issued and outstanding





  12,740,000 shares as of March 31, 2015 and as of September 30, 2014

$

12,740

$

12,740

   Additional Paid in Capital


5,760


5,760

Deficit accumulated during the development stage

 

(40,515)

 

(30,265)

TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)

$

(22,015)

$

(11,765)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)

$

414

$

3,264








The accompanying notes are an integral part of these financial statements












4


ONLINE SECRETARY, INC.


CONDENSED STATEMENT OF OPERATIONS

Unaudited







Six months


Six months


Three months


Three months



ended


ended


ended


Ended

 

 

March 31, 2015

 

March 30, 2014

 

March 31, 2015

 

March 31, 2014

REVENUE


















Revenues

$

-    

$

-    

$

-    

$

-    

Total Revenues

$

-    

$

-    

$

-    

$

-    










EXPENSES

















Office and general

$

4,110

$

3,833

$

1,800

$

3,300

Professional Fees

6,140


6,000


1,840


2,000

Total Expenses

$

10,250

$

9,833

$

3,640

$

5,300










NET LOSS

$

(10,250)

$

(9,833)

$

(3,640)

$

(5,300)










BASIC AND DILUTED LOSS PER COMMON SHARE

$

-    

$

-    

$

-    

$

-    










WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

$

12,740,000

$

12,701,758

 

12,740,000

 

12,740,000






















The accompanying notes are an integral part of these financial statements











5


ONLINE SECRETARY, INC.


CONDENSED STATEMENT OF CASH FLOWS

Unaudited




Six months   


Six months   



ended


ended

 

 

 March 31, 2015

 

 March 31, 2014






OPERATING ACTIVITIES





Net loss

$

(10,250)

$

(9,833)

Adjustment to reconcile net loss to net cash





used in operating activities





Increase (decrease) in Prepaid expenses


1,850



Increase (decrease) in accrued expenses

 

7,400

 

5,212






NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

$

(1,000)

$

(4,620)






FINANCING ACTIVITIES





Proceeds from sale of common stock

 

-    

 

6,000






NET CASH PROVIDED BY FINANCING ACTIVITIES

$

-    

$

6,000






NET INCREASE (DECREASE) IN CASH

$

(1,000)

$

1,380






CASH, BEGINNING OF PERIOD

 

1,414

 

34



 

 

 

CASH, END OF PERIOD

$

414

$

1,414






Supplemental cash flow information and noncash financing activities:





Cash paid for:





Interest

$

-    

$

-    






Income taxes

$

-    

$

-    




The accompanying notes are an integral part of these financial statements

 


 

6






ONLINE SECRETARY, INC.


NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS


March 31, 2015


NOTE 1 CONDENSED FINANCIAL STATEMENTS


The accompanying financial statements have been prepared by the Company without audit.  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 at March 31, 2015, and for all periods presented herein, have been made.


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 Companys September 30, 2014 audited financial statements.  The results of operations for the periods ended March 31, 2015 and the same period last year are not necessarily indicative of the operating results for the full years.


NOTE 2 GOING CONCERN


The Companys financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $22,015, and net loss from operations since inception of $40,515.  The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company.  There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.  The Company is funding its initial operations by way of issuing Founders shares.


In order to continue as a going concern, the Company will need, among other things, additional capital resources. Managements plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.


The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.











7


ONLINE SECRETARY, INC.


NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS


March 31, 2015


NOTE 3 CAPITAL STOCK


On September 24, 2012 the Company issued 12,500,000 Founders shares at $0.001 per share for net funds to the Company of $12,500.


On December 17, 2013, the Company issued 240,000 common shares for $0.025 per share, for cash of $6,000


As of June 30, 2014 the Company had 12,740,000 shares of common stock issued and outstanding.



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


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


On August 31, 2012, Mr. Joshi, president and sole director, incorporated the Company in the State of Nevada and established a fiscal year end of September 30. The objective of this corporation is to provide online secretarial services through our developing website.


We plan on providing services to our clients such as: booking appointments, scheduling meetings, typing services, phone calls, text messages and or email reminders and confirming appointments. We also intend to provide live-person call service centers for personal and business use.


If a person needs to cancel or decline an appointment or invitation but wants to save time or avoid conversations, they can get our secretaries to make the call for them. This service will be available for personal or business use.


Plan of Operation


As of the date of this filing, the Company has generated no revenues and has not entered into any agreement, arrangement or understanding with any third party Company. Failure to raise funds will require the Company to cease operations.




8


As of March 31, 2015 we had $414 of cash on hand in the bank. We incurred operating expenses in the amount of $10,250 in the quarter ended March 31, 2015. These operating expenses were comprised of professional fees and office and general expenses.   Since inception we have incurred operating expenses of $40,515.


Our president and director has invested $12,500 in the Company. At the present time, we have $6,000 as received of the sales of common shares from 30 other investors during October 2013. No other arrangement was made to raise additional cash. We will need additional cash and if we are unable to raise it, we will either suspend marketing operations until we do raise the cash necessary to continue our business plan, or we cease operations entirely.


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 OLS 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 OLS 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 OLS 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 OLS 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 OLS common stock would lose all of their investment.


·

Equipment and software purchase: We plan on purchasing computers, printers, scanners and all the necessary equipment and software to develop our business. We may need to buy used equipment.


The company's president will be responsible for all the purchases and will consider input from the third party developer(s), but would be limited by our available funds.


·

Hire third party technicians, web developers and/or engineers to develop our systems: We plan on searching for, interviewing and hiring the suitable technician, web developer and/or engineer to develop our services. Our web site would also be developed in this stage.


The company's president would be responsible for carefully finding the suitable third party developer(s), according to our budget and would oversee all the steps of development.


·

Tests: After we have developed our systems and services protocol, we plan on testing it with different individuals and different situations. Changes and improvements may be necessary. At the end of this step, our web site should be fully developed.


The company's president would be responsible for finding the suitable people to test our services and would decide if changes and improvements should be necessary. Finding volunteers could be necessary.


·



9


Marketing: After we have all of our web site and services functional and approved, we plan on starting our Marketing campaign. We intend to advertise in magazines, other websites and in the social media.


The company's president would be responsible for selecting the best options for our Marketing campaign, according to our available funds.


·

Office supplies, Stationery, Telephone, Internet: Funds would be used to cover office supplies, stationary, telephone and internet costs.


We do not currently have any employees and management does not plan to hire employees at this time. We do not expect the purchase or sale of any significant equipment and has no current material commitments.


Limited Operating History; Need for Additional Capital


There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.



Off Balance Sheet Arrangement


The company is dependent upon the sale of its common shares to obtain the funding necessary to carry its business plan.  Our President, Vijay Joshi has undertaken to provide the Company with operating capital to sustain its business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing these agreements.  Investors should be aware that Mr. Joshi expression is neither a contract nor agreement between him and the company.


Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


Item 3. Quantitative and Qualitative Disclosures about Market Risk


Not required.


Item 4. Controls and Procedures


Evaluation of Disclosure Controls and Procedures


Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive and financial officer  has concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective.  As reported in our Annual Report on Form 10-K for the quarter ended September 30, 2014, the Companys principal executive and financial officer has determined that there are material weaknesses in our disclosure controls and procedures.




10


The material weaknesses in our disclosure control procedures are as follows:


1.           Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.


2.            Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.


We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:


 

 Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Companys corporate legal counsel.


 

 Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.




Changes in Internal Controls over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).  Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintain records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition , use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.


As reported in our Annual Report on Form 10-K for the year ended September 30, 2014, management is aware that there a significant deficiency and a material weakness in our internal control over financial reporting and therefore has concluded that the Companys internal controls over financial reporting were not effective as of March 31, 2015. The significant deficiency relates to a lack of segregation of duties due to the small number of employees involvement with general administrative and financial matters.  The material weakness relates to a lack of formal policies and procedures necessary to adequately review significant accounting transactions. 


There have been no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2015 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.




11


 

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 small business issuer or has a material interest adverse to the small business issuer.


Item 2. Unregistered Sales of Equity Securities and  Use of Proceeds


        None.



Item 3. Defaults Upon Senior Securities


        None


Item 4. (Removed and Reserved)



Item 5. Other Information


    None


Item 6. Exhibits




31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer



31.2

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *



32.1

Section 1350 Certification of Chief Executive Officer



32.2

Section 1350 Certification of Chief Financial Officer **



101.INS

XBRL Instance Document ***



101.SCH

XBRL Taxonomy Extension Schema Document ***



101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document ***



101.DEF

XBRL Taxonomy Extension Definition Linkbase Document ***



101.LAB

XBRL Taxonomy Extension Label Linkbase Document ***



101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document ***


*     Included in Exhibit 31.1

**    Included in Exhibit 32.1

*** Includes the following materials contained in this Quarterly Report on Form 10-Q ended March 31, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Changes in Equity, (iv) the Statements of Cash Flows, and (v) Notes.





                                   

SIGNATURES


Pursuant to the requirements 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.






Online Secretary, Inc.


BY:      /s/ Vijay Joshi

 ----------------------

Vijay Joshi

President, Principal Executive Officer, Principal Financial Officer,

Secretary, Treasurer and sole Director


Dated:  June 30, 2015



13