þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
98-0568153
|
|
(State of organization)
|
(I.R.S. Employer Identification No.)
|
Large Accelerated Filer
|
o
|
Non-Accelerated Filer
|
o
|
Accelerated Filer
|
o
|
Smaller Reporting Company
|
þ
|
(Do not check if a smaller reporting company)
|
PAGE
|
||||
PART I - FINANCIAL INFORMATION
|
||||
ITEM 1.
|
FINANCIAL STATEMENTS
|
3
|
||
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
11
|
||
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
15
|
||
ITEM 4.
|
CONTROLS AND PROCEDURES
|
15
|
||
PART II - OTHER INFORMATION
|
||||
ITEM 1.
|
LEGAL PROCEEDINGS
|
16
|
||
ITEM 1A.
|
RISK FACTORS
|
16
|
||
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
16
|
||
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
16
|
||
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
16
|
||
ITEM 5.
|
OTHER INFORMATION
|
16
|
||
ITEM 6.
|
EXHIBITS
|
16
|
||
SIGNATURES
|
17
|
|||
EXHIBIT 10.22
|
||||
EXHIBIT 31.1
|
||||
EXHIBIT 32.1
|
BLINK COUTURE, INC.
|
(A Development Stage Company)
|
CONSOLIDATED BALANCE SHEETS
|
April 30,
|
July 31,
|
|||||||
(in US$)
|
2012
|
2011
|
||||||
(Unaudited)
|
(Audited)
|
|||||||
Current Assets
|
||||||||
Cash
|
$ | – | $ | 0 | ||||
Prepaid Expense
|
12,500 | – | ||||||
Inventory
|
– | – | ||||||
Total Current Assets
|
12,500 | 0 | ||||||
Property and Equipment (net)
|
– | – | ||||||
TOTAL ASSETS
|
$ | 12,500 | $ | 0 | ||||
Current Liabilities
|
||||||||
Accounts Payable
|
$ | 315 | $ | 3,415 | ||||
Accrued Interest
|
32,191 | 20,313 | ||||||
Notes Due to Related Parties
|
327,995 | 226,973 | ||||||
Total Current Liabilities
|
360,501 | 250,701 | ||||||
Total Liabilities
|
360,501 | 250,701 | ||||||
Stockholders' Deficit
|
||||||||
Preferred stock, ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding)
|
– | – | ||||||
Common stock, ($.0001 par value, 100,000,000 shares authorized; 393,169 shares outstanding as of January 31, 2012 and July 31, 2011)
|
39 | 39 | ||||||
Additional Paid-in Capital
|
73,687 | 73,687 | ||||||
Accumulated Deficit
|
(421,727 | ) | (324,427 | ) | ||||
Total Stockholders' Deficit
|
(348,001 | ) | (250,701 | ) | ||||
Total Liabilities & Stockholders' Deficit
|
$ | 12,500 | $ | 0 |
October 23, 2003
thru April 30, 2012
Since Inception
|
||||||||||||||||||||||
3 Months Ended April 30,
|
9 Months Ended April 30,
|
|||||||||||||||||||||
(in US$)
|
2012
|
2011
|
2012
|
2011
|
||||||||||||||||||
Revenues
|
$ | – | $ | – | $ | – | $ | – | $ | – | ||||||||||||
Operating Expenses
|
||||||||||||||||||||||
Depreciation
|
– | – | – | – | 741 | |||||||||||||||||
General and Administrative
|
5,876 | 886 | 11,512 | 2,761 | 45,830 | |||||||||||||||||
Management Fees
|
10,000 | 10,000 | 30,000 | 30,000 | 177,500 | |||||||||||||||||
Marketing
|
– | – | – | – | 11,192 | |||||||||||||||||
Professional Fees
|
12,410 | 6,935 | 43,910 | 18,620 | 153,506 | |||||||||||||||||
Rent
|
– | – | – | – | 767 | |||||||||||||||||
Total Operating Expenses
|
28,286 | 17,821 | 85,422 | 51,381 | 389,536 | |||||||||||||||||
Other Expenses
|
||||||||||||||||||||||
Interest Expense
|
4,535 | 2,605 | 11,878 | 7,562 | 32,191 | |||||||||||||||||
Total Expenses
|
32,821 | 20,426 | 97,300 | 58,943 | 421,727 | |||||||||||||||||
Net Loss
|
$ | (32,821 | ) | $ | (20,426 | ) | $ | (97,300 | ) | $ | (58,943 | ) | $ | (421,727 | ) | |||||||
Basic Earnings/(Loss) per share
|
$ | (0.08 | ) | $ | (0.05 | ) | $ | (0.25 | ) | $ | (0.15 | ) | ||||||||||
Weighted Average Shares
|
393,169 | 393,169 | 393,169 | 393,169 |
October 23, 2003 thru
April 30, 2012
Since Inception
|
||||||||||||||||||||||
3 Months Ended April 30,
|
9 Months Ended April 30,
|
|||||||||||||||||||||
(in US$)
|
2012 | 2011 | 2012 | 2011 | ||||||||||||||||||
Cash Flows from Operating Activities:
|
||||||||||||||||||||||
Net Loss
|
(32,821 | ) | (20,426 | ) | (97,300 | ) | (58,943 | ) | (421,727 | ) | ||||||||||||
Amortization
|
– | – | – | – | 741 | |||||||||||||||||
Common Stock Issued for Services
|
– | – | – | – | 300 | |||||||||||||||||
Change in Operating Assets and Liabilities:
|
||||||||||||||||||||||
Change in Prepaid expense
|
– | – | (12,500 | ) | – | (12,500 | ) | |||||||||||||||
Change in Accounts Payable
|
– | – | (3,100 | ) | (3,150 | ) | 315 | |||||||||||||||
Change in Accrued Interest
|
4,535 | 2,605 | 11,878 | 7,562 | 32,191 | |||||||||||||||||
Net Cash used in Operating Activities
|
(28,286 | ) | (17,821 | ) | (101,022 | ) | (54,531 | ) | (400,680 | ) | ||||||||||||
Cash flow from Investing Activities:
|
||||||||||||||||||||||
Purchase of Property & Equipment
|
– | – | – | – | (741 | ) | ||||||||||||||||
Net Cash used in Investing Activities
|
– | – | – | – | (741 | ) | ||||||||||||||||
Cash flow from Financing Activities:
|
||||||||||||||||||||||
Changes in Notes Due to Related Parties
|
28,286 | 17,821 | 101,022 | 54,531 | 327,995 | |||||||||||||||||
Donated Capital
|
– | – | – | – | 23,636 | |||||||||||||||||
Proceeds from Common Stock
|
– | – | – | – | 49,790 | |||||||||||||||||
Net Cash from Financing Activities
|
28,286 | 17,821 | 101,022 | 54,531 | 401,421 | |||||||||||||||||
Net increase in Cash
|
– | 0 | 0 | 0 | 0 | |||||||||||||||||
Cash Beginning of Period
|
– | (0 | ) | – | (0 | ) | – | |||||||||||||||
Cash End of Period
|
$ | – | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
BLINK COUTURE, INC.
|
(A Development Stage Company)
|
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
|
Common Stock
#
|
Amount
$
|
Additional Paid-in Capital
$
|
Deficit Accumulated During the Development Stage
$
|
Total
$
|
||||||||||||||||
Balance – October 23, 2003 (Date of Inception)
|
– | – | – | – | – | |||||||||||||||
October 25, 2003 – issue of common stock for services at $0.0001 per share
|
45,717 | 5 | 235 | – | 240 | |||||||||||||||
July 25, 2004 – issue of common stock for services at $0.0001 per share
|
342,876 | 34 | 1,766 | – | 1,800 | |||||||||||||||
Net loss for the period
|
– | – | – | (3,075 | ) | (3,075 | ) | |||||||||||||
Balance – July 31, 2004
|
388,593 | 39 | 2,001 | (3,075 | ) | (1,035 | ) | |||||||||||||
Net loss for the year
|
– | – | – | (2,665 | ) | (2,665 | ) | |||||||||||||
Balance – July 31, 2005
|
388,593 | 39 | 2,001 | (5,740 | ) | (3,700 | ) | |||||||||||||
June 23, 2006 – issue of common stock for cash at $0.20 per share
|
2,552 | 0 | 26,800 | – | 26,800 | |||||||||||||||
July 26, 2006 – issue of common stock for cash at $0.20 per share
|
1,352 | 0 | 14,200 | – | 14,200 | |||||||||||||||
July 26, 2006 – issue of common stock for services at $0.20 per share
|
10 | 0 | 100 | – | 100 | |||||||||||||||
Net loss for the year
|
– | – | – | (6,201 | ) | (6,201 | ) | |||||||||||||
Balance – July 31, 2006
|
392,507 | 39 | 43,101 | (11,941 | ) | 31,199 | ||||||||||||||
August 23, 2006 – issue of common stock for cash at $0.20 per share
|
595 | 0 | 6,250 | – | 6,250 | |||||||||||||||
August 23, 2006 – issue of common stock for services at $0.20 per share
|
19 | 0 | 200 | – | 200 | |||||||||||||||
September 01, 2006 – issue of common stock for cash at $0.20 per share
|
38 | 0 | 400 | – | 400 | |||||||||||||||
September 01, 2006 – issue of common stock for services at $0.20 per share
|
10 | 0 | 100 | – | 100 | |||||||||||||||
Net loss for the year
|
– | – | – | (42,764 | ) | (42,764 | ) | |||||||||||||
Balance – July 31, 2007
|
393,169 | 39 | 50,051 | (54,705 | ) | (4,615 | ) | |||||||||||||
Donated capital
|
– | – | 23,636 | – | 23,636 | |||||||||||||||
Net loss for the year
|
– | – | – | (41,392 | ) | (41,392 | ) | |||||||||||||
Balance – July 31, 2008
|
393,169 | 39 | 73,687 | (96,097 | ) | (22,371 | ) | |||||||||||||
Net loss for the year
|
– | – | – | (59,121 | ) | (59,121 | ) | |||||||||||||
Balance – July 31, 2009
|
393,169 | 39 | 73,687 | (155,218 | ) | (81,492 | ) | |||||||||||||
Net loss for the year
|
– | – | – | (88,960 | ) | (88,960 | ) | |||||||||||||
Balance – July 31, 2010
|
393,169 | 39 | 73,687 | (244,178 | ) | (170,452 | ) | |||||||||||||
Net loss for the year
|
– | – | – | (80,249 | ) | (80,249 | ) | |||||||||||||
Balance – July 31, 2011
|
393,169 | 39 | 73,687 | (324,427 | ) | (250,701 | ) | |||||||||||||
Net loss for the year
|
– | – | – | (97,300 | ) | (97,300 | ) | |||||||||||||
Balance – April 30, 2012
|
393,169 | 39 | 73,687 | (421,727 | ) | (348,001 | ) |
(i)
|
filing Exchange Act reports, and
|
|
(ii)
|
investigating, analyzing and consummating an acquisition.
|
●
|
failure to make timely filings with the SEC as required by the Exchange Act, which may also result in suspension of trading or quotation of our stock and could result in fines and penalties to us under the Exchange Act;
|
●
|
curtailing or eliminating our ability to locate and perform suitable investigations of potential acquisitions; or
|
●
|
inability to complete a desirable acquisition due to lack of funds to pay legal and accounting fees and acquisition-related expenses.
|
Exhibit No.
|
Description
|
|
Supplement No. 1 to Sixth Amendment and Restatement of Loan Agreement and Promissory Note, dated as of April 30, 2012.
|
||
Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
BLINK COUTURE, INC.
|
|||
Date: June 13, 2012
|
By:
|
/s/ LAWRENCE D. FIELD
|
|
Lawrence D. Field,
|
|||
President, Chief Executive Officer, Chief Financial Officer and Secretary
(Principal Executive Officer and Principal Financial Officer)
|
BLINK COUTURE, INC.
|
|||
|
By:
|
/s/ Lawrence Field | |
Name: Lawrence Field | |||
Title: President & CEO | |||
REGENT PRIVATE CAPITAL, LLC
|
|||
|
By:
|
/s/ Cindy S. Field | |
Name: Cindy S. Field | |||
Title: Secretary | |||
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Blink Couture, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: June 13, 2012
|
/s/ Lawrence D. Field | ||
Lawrence D. Field
|
|||
Principal Executive Officer and Principal Financial Officer
|
|
1)
|
The Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: June 13, 2012
|
/s/ Lawrence D. Field | ||
Lawrence D. Field
|
|||
Principal Executive Officer and Principal Financial Officer
|
GOING CONCERN
|
9 Months Ended |
---|---|
Apr. 30, 2012
|
|
Notes to Financial Statements | |
GOING CONCERN |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $421,727 during the period of October 23, 2003 (inception) to April 30, 2012 and its current liabilities and total liabilities exceed its current assets and total assets by $348,001. These conditions, among others, raise substantial doubt about the Companys ability to continue as a going concern. The Companys continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company is dependent on advances from its principal shareholders for continued funding. There are no commitments or guarantees from any third party to provide such funding nor is there any guarantee that the Company will be able to access the funding it requires to continue its operations. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
9 Months Ended |
---|---|
Apr. 30, 2012
|
|
Notes to Financial Statements | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
A. BASIS OF ACCOUNTING AND PRESENTATION The accompanying consolidated balance sheet and consolidated statement of equity as of April 30, 2012 and the consolidated related statements of operations and cash flows for the three months and nine months ended April 30, 2012 and 2011, and October 23, 2003 (inception) through April 30, 2012, contain the accounts of Blink Couture, Inc. and its wholly owned subsidiary Latitude Global Acquisition Corp., and are unaudited. The unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (SEC) and, therefore, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included, Operating results for the three months and nine months ended April 30, 2012 are not necessarily indicative of the results that may be expected for the year ending July 31, 2012. For further information, refer to the financial statements and footnotes thereto for the year ended July 31, 2011.
B. CASH EQUIVALENTS The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
C. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
D. DEVELOPMENT STAGE The Company continues to devote substantially all of its efforts to exploring potential targets for a business combination through the purchase of assets, share purchase or exchange, merger or similar type of transaction.
E. BASIC EARNINGS PER SHARE Pursuant to the authoritative guidance, basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.
F. INCOME TAXES Income taxes are provided in accordance with the authoritative guidance. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. 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 effects of changes in tax laws and rates on the date of enactment.
G. REVENUE RECOGNITION The Company has not recognized any revenues from its operations.
H. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Companys accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented. |
Consolidated Balance Sheets (USD $)
|
Apr. 30, 2012
|
Jul. 31, 2011
|
---|---|---|
Current Assets | ||
Cash | $ 0 | $ 0 |
Prepaid Expense | 12,500 | 0 |
Inventory | 0 | 0 |
Total Current Assets | 12,500 | 0 |
Property and Equipment (net) | 0 | 0 |
TOTAL ASSETS | 12,500 | 0 |
Current Liabilities | ||
Accounts Payable | 315 | 3,415 |
Accrued Interest | 32,191 | 20,313 |
Notes Due to Related Parties | 327,995 | 226,973 |
Total Current Liabilities | 360,501 | 250,701 |
Total Liabilities | 360,501 | 250,701 |
Stockholders' Deficit | ||
Preferred stock, ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding) | 0 | 0 |
Common stock, ($.0001 par value, 100,000,000 shares authorized; 393,169 shares outstanding as of April 30, 2012 and July 31, 2011) | 39 | 39 |
Additional Paid-in Capital | 73,687 | 73,687 |
Accumulated Deficit | (421,727) | (324,427) |
Total Stockholders Deficit | (348,001) | (250,701) |
Total Liabilities & Stockholders' Deficit | $ 12,500 | $ 0 |
"+ text.join( "
\n" ) +"
" + text[p] + "
\n"; } } }else{ formatted = '' + raw + '
'; } html = ''+ "\n"+''+ "\n"+''+ "\n"+' formatted: '+ ( this.Default == 'raw' ? 'as Filed' : 'with Text Wrapped' ) +''+ "\n"+' | '+ "\n"+'
'+ "\n"+' | '+ "\n"+' '+ "\n"+'
'+ "\n"+' | '+ "\n"+' '+ "\n"+'
ORGANIZATION AND DESCRIPTION OF BUSINESS
|
9 Months Ended |
---|---|
Apr. 30, 2012
|
|
Notes to Financial Statements | |
ORGANIZATION AND DESCRIPTION OF BUSINESS |
Business description Blink Couture, Inc. (the Company) was originally incorporated as Fashionfreakz International Inc. on October 23, 2003 under the laws of the State of Delaware. On December 2, 2005, Fashionfreakz International Inc. changed its name to Blink Couture Inc. Until March 4, 2008, the Companys principal business was the online retail marketing of trendy clothing and accessories produced by independent designers. On March 4, 2008, the Company discontinued its prior business and changed its business plan. The Companys business plan now consists of exploring potential targets for a business combination through the purchase of assets, share purchase or exchange, merger or similar type of transaction. The Company has limited operations and in accordance with SFAS # 7, the Company is considered a development stage company. |
Consolidated Balance Sheets (Parenthetical) (USD $)
|
Apr. 30, 2012
|
Jul. 31, 2011
|
---|---|---|
Stockholders' Deficit: | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 393,169 | 393,169 |
Common stock, outstanding | 393,169 | 393,169 |
Document and Entity Information
|
9 Months Ended | |
---|---|---|
Apr. 30, 2012
|
Jun. 12, 2012
|
|
Document And Entity Information | ||
Entity Registrant Name | Blink Couture Inc. | |
Entity Central Index Key | 0001378125 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2012 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 393,169 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2012 |
Consolidated Statements of Operations (Unaudited) (USD $)
|
3 Months Ended | 9 Months Ended | 102 Months Ended | ||
---|---|---|---|---|---|
Apr. 30, 2012
|
Apr. 30, 2011
|
Apr. 30, 2012
|
Apr. 30, 2011
|
Apr. 30, 2012
|
|
Income Statement [Abstract] | |||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses | |||||
Depreciation | 0 | 0 | 0 | 0 | 741 |
General and Administrative | 5,876 | 886 | 11,512 | 2,761 | 45,830 |
Management Fees | 10,000 | 10,000 | 30,000 | 30,000 | 177,500 |
Marketing | 0 | 0 | 0 | 0 | 11,192 |
Professional Fees | 12,410 | 6,935 | 43,910 | 18,620 | 153,506 |
Rent | 0 | 0 | 0 | 0 | 767 |
Total Operating Expenses | 28,286 | 17,821 | 85,422 | 51,381 | 389,536 |
Other Expenses | |||||
Interest Expense | 4,535 | 2,605 | 11,878 | 7,562 | 32,191 |
Total Expenses | 32,821 | 20,426 | 97,300 | 58,943 | 421,727 |
Net Loss | $ (32,821) | $ (20,426) | $ (97,300) | $ (58,943) | $ (421,727) |
Basic Earnings/(Loss) per share | $ (0.08) | $ (0.05) | $ (0.25) | $ (0.15) | |
Weighted Average Shares | 393,169 | 393,169 | 393,169 | 393,169 |
SUBSEQUENT EVENTS
|
9 Months Ended |
---|---|
Apr. 30, 2012
|
|
Notes to Financial Statements | |
SUBSEQUENT EVENTS |
The Company has evaluated events occurring after the date of these financial statements through June 11, 2012, the date that these financial statements were issued. There were no material subsequent events as of that date which would require disclosure in or adjustment to the financial statements. |
INCOME TAXES
|
9 Months Ended |
---|---|
Apr. 30, 2012
|
|
Notes to Financial Statements | |
INCOME TAXES |
The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences 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. The Company has not incurred any income tax liabilities since its inception due to operating losses of approximately $422,000. The expected income tax benefit for the net operating loss carryforwards is approximately $118,000. The difference between the expected income tax benefit and non-recognition of an income tax benefit in each period is the result of a valuation allowance applied to deferred tax assets.
This results in a net deferred tax asset, assuming an effective tax rate of 28% or approximately $118,000 at April 30, 2012. A valuation allowance in the same amount has been provided to reduce the deferred tax asset, as realization of the asset is not assured. |
Consolidated Statements of Cash Flows (Unaudited) (USD $)
|
3 Months Ended | 9 Months Ended | 102 Months Ended | ||
---|---|---|---|---|---|
Apr. 30, 2012
|
Apr. 30, 2011
|
Apr. 30, 2012
|
Apr. 30, 2011
|
Apr. 30, 2012
|
|
Cash Flows from Operating Activities: | |||||
Net Loss | $ (32,821) | $ (20,426) | $ (97,300) | $ (58,943) | $ (421,727) |
Amortization | 0 | 0 | 0 | 0 | 741 |
Common Stock Issued for Services | 0 | 0 | 0 | 0 | 300 |
Change in Operating Assets and Liabilities: | |||||
Change in Prepaid expenses | 0 | 0 | (12,500) | 0 | (12,500) |
Change in Accounts Payable | 0 | 0 | (3,100) | (3,150) | 315 |
Change in Accrued Interest | 4,535 | 2,605 | 11,878 | 7,562 | 32,191 |
Net Cash used in operating activities | (28,286) | (17,821) | (101,022) | (54,531) | (400,680) |
Cash flow from Investing Activities: | |||||
Purchase of Property & Equipment | 0 | 0 | 0 | 0 | (741) |
Net cash used in investing activities | 0 | 0 | 0 | 0 | (741) |
Cash flow from Financing Activities: | |||||
Changes in Notes Due to Related Parties | 28,286 | 17,821 | 101,022 | 54,531 | 327,995 |
Donated Capital | 0 | 0 | 0 | 0 | 23,636 |
Proceeds from Common Stock | 0 | 0 | 0 | 0 | 49,790 |
Net Cash from financing activities | 28,286 | 17,821 | 101,022 | 54,531 | 401,421 |
Net increase in Cash | 0 | 0 | 0 | 0 | 0 |
Cash Beginning of Period | 0 | 0 | 0 | 0 | 0 |
Cash End of Period | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS
|
9 Months Ended |
---|---|
Apr. 30, 2012
|
|
Notes to Financial Statements | |
RELATED PARTY TRANSACTIONS |
On December 29, 2009, pursuant to that certain Stock Purchase Agreement (the Purchase Agreement) between Fountainhead Capital Management Limited (Fountainhead) and Regent Private Capital, LLC (Regent), Fountainhead sold an aggregate of 312,383 shares (the Fountainhead Shares) of common stock, par value $0.0001 of the Registrant (the Common Stock) to Regent in consideration for (i) Regents payment of $200,000 and (ii) Regents assignment to Fountainhead of all of Regents right, title and interest in a certain third party promissory note in the principal amount of $150,000. The Fountainhead Shares represent approximately 79.45% of the issued and outstanding shares of Common Stock of the Registrant. Additionally, and also included in the consideration paid by Regent, Fountainhead assigned to Regent all of Fountainheads right, title and interest in a certain promissory note of the Registrant having an outstanding principal balance of $90,453, along with accrued interest in the amount of $3,937.
On January 1, 2010, Regent amended and extended the promissory note in the amount of $90,453 bearing simple interest at 6% per annum to be due and payable on January 30, 2011 (the Note). On January 31, 2010, the parties further amended the Note increasing the principal balance to $123,946 representing amounts advanced to the Company by the payee during the period November 1, 2009 through January 31, 2010. At January 31, 2010, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $123,946, which represents amounts loaned to the Company to pay the Companys expenses of operation.
Effective as of January 1, 2010, the Company entered into a Services Agreement with Regent Private Capital, LLC (Regent). The term of the Services Agreement is one year and the Company is obligated to pay Regent a quarterly fee in the amount of $10,000, in cash or in kind, on the first day of each calendar quarter commencing November 1, 2009. During the fiscal quarter ended April 30, 2011, the Company paid a total of $10,000 in fees to Regent.
On April 30, 2010, the parties further amended the Note increasing the principal balance to $141,125 representing amounts advanced to the Company by the payee during the period February 1, 2010 through April 30, 2010. At April 30, 2010, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $141,125, which represents amounts loaned to the Company to pay the Companys expenses of operation.
On July 31, 2010, the parties further amended the Note increasing the principal balance to $156,502 representing amounts advanced to the Company by the payee during the period May 1, 2010 through July 31, 2010. At July 31, 2010, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $156,502, which represents amounts loaned to the Company to pay the Companys expenses of operation.
On October 31, 2010, the parties further amended the Note increasing the principal balance to $173,301 representing amounts advanced to the Company by the payee during the period August 1, 2010 through October 31, 2010. At October 31, 2010, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $173,301, which represents amounts loaned to the Company to pay the Companys expenses of operation.
On February 23, 2011, the parties further amended and extended the promissory note (i) increasing the principal balance amount to $193,212, representing amounts advanced to the Company by the payee during the period November 1, 2010 through January 31, 2011 and (ii) extending the maturity date of the promissory note through and until January 31, 2012. At January 31, 2011, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $193,212, which represents amounts loaned to the Company to pay the Companys expenses of operation.
On April 30, 2011, the parties further amended the Note increasing the principal balance to $211,023 representing amounts advanced to the Company by the payee during the period February 1, 2011 through April 30, 2011. At April 30, 2011, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $211,023, which represents amounts loaned to the Company to pay the Companys expenses of operation.
On July 31, 2011, the parties further amended the Note increasing the principal balance to $226,973 representing amounts advanced to the Company by the payee during the period May 1, 2011 through July 31, 2011. At July 31, 2011, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $226,973, which represents amounts loaned to the Company to pay the Companys expenses of operation.
On October 31, 2011, the parties further amended the Note increasing the principal balance to $258,773 representing amounts advanced to the Company by the payee during the period August 1, 2011 through October 31, 2011. At October 31, 2011, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $258,773, which represents amounts loaned to the Company to pay the Companys expenses of operation.
On January 31, 2012, the parties further amended the Note increasing the principal balance to $299,709 representing amounts advanced to the Company by the payee during the period November 1, 2011 through January 31, 2012. At January 31, 2012, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $299,709, which represents amounts loaned to the Company to pay the Companys expenses of operation.
On April 30, 2012, the parties further amended the Note increasing the principal balance to $327,995 representing amounts advanced to the Company by the payee during the period February 1, 2012 through April 30, 2012. At April 30, 2012, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $327,995, which represents amounts loaned to the Company to pay the Companys expenses of operation. |