10-Q 1 asdfeb2009q.htm A SUPER DEAL - FORM 10-Q - FEBRUARY 28, 2009 A Super Deal Form 10-Q February 28, 2009 Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
     
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended February 28, 2009

OR

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

For the transition period from                      to                     

Commission file number (000-51419)
A Super Deal.com, Inc.
(Exact name of registrant as specified in its charter)
     
Florida
(State or other jurisdiction
of incorporation or organization)
  20-1449410
(IRS Employer
Identification No.)
     
601 Seafarer Circle, Suite 402    
Jupiter, Florida   33477-9053
(Address of principal executive offices)   (Zip code)
(561) 249-1354
(Registrant's telephone number, including area code)

 

 

 

Table of Contents

     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 o   No x

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o   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 (as defined by Rule 12b-2 of the Exchange Act).

             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company x
        (Do not check if a smaller reporting company)    

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x   No o
     As of September 1, 2010 there were 35,928,665 common shares of the registrant's common stock, par value $.01 per share, outstanding.

 

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Table of Contents

A Super Deal.com, Inc.

 (A Development Stage Company)
INDEX

           
      Page  
         
Item 1     4  
      4  
      5  
      6  
      7  
      8  
Item 2.     13  
Item 3.     13  
Item 4.     14  
 
 
       
         
Item 1.     15  
Item 1A.     15  
Item 2.     15  
Item 3.     15  
Item 4.     15  
Item 5.     15  
Item 6.     16  
 
 
       
 

SIGNATURE

    16  

 

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PART 1. FINANCIAL INFORMATION
 
Item 1. Financial Statements
A Super Deal.com, Inc.
(A Development Stage Company)

Condensed Balance Sheets

 

      
   November 30, 2008      May 31, 2008

Assets

    

(unaudited)

          

Current Assets

                 

    Cash

   $ 3      $ 3  
                  Total current assets

3

3

                   

Total assets

   $ 3      $ 3  
                 

Liabilities and Stockholders' Deficit

                 

Current Liabilities

                 

     Accounts payable

   $ 110     $ 250  

     Stockholders loans

     150        0  

Total current liabilities

260

250

                 

Total liabilities

     260        250  
                 

Commitments and Contingencies

                 

   

                 

Stockholders' Deficit:

                 

Common stock, $.01 par value; 100,000,000 shares authorized; 33,403,665 and 31,888,665 shares issued and outstanding, respectively

     334,037        318,887  

Par value in excess of reorganization value

     (310,759

)

    (310,759

)

Deficit accumulated during the development stage

     (23,535 )     (8,375

)

                 

Total stockholders' deficit

     (257 )     (247

)

                 

Total liabilities and stockholders' deficit

   $ 3      $ 3  
                 

See accompanying notes to condensed financial statements.

 

 

4

 


 

A Super Deal.com, Inc.

(A Development Stage Company)

Condensed Statements of Operations

(unaudited)

 
            
   

New Super Deal

      Prior Super Deal
 

 

Three Months Ended February 28, 2009

 

Nine Months Ended February 28, 2009

    Period from March 28, 2008 (Date of Bankruptcy Effectiveness) Through February 28, 2009    

Three Months Ended February 29, 2008

   

Nine Months Ended February 29, 2008  

 

Net Sales

$ 0       $ 0       $ 0      $ 0      $ 0     

Cost of Sales

  0         0         0        0        0     
                                         

Gross profit

  0         0         0        0        0     
                                        

Operating expenses:

                                       

General & administrative (1)

  5,060         15,160         23,535        8,632        60,208     
     

Total operating expenses

  5,060         15,160         23,535        8,632        60,208     
                                         

Loss from operations

  (5,060      (15,160      (23,535     (8,632     (60,208  
                                        
                                                
Other Expense                                        

             Interest expense

  0        0        0       (197 )     (1,141 )  
                                          

Other Expense

  0         0         0       (197

)

    (1,141

)

 
                                         

Net Loss

$ (5,060    $ (15,160    $ (23,535   $ (8,829   $ (61,349  
                                         
                                         

Basic and Diluted

                                         

Net loss per common share

$ (.001    $ (.000    $ (.001   $ (.000   $ (.002  
                                         

 

                                              

Weighted-average shares outstanding:

  32,904,276         32,395,515         32,147,367        30,223,722        28,116,178     
                                         

 

(1) Includes stock based compensation of $5,050 and $15,160 for the three and nine months ended February 28, 2009, respectively; $23,275 for the period from March 28, 2008 (date of bankruptcy effectiveness) through February 28, 2009 and $8,627 and $60,869 for the three and nine months ended February 29, 2008, respectively.

See accompanying notes to condensed financial statements.

 

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A Super Deal.com, Inc.

(A Development Stage Company)

Condensed Statements of Stockholders' Deficit

 (unaudited)

 

  Common Stock      Par Value in Excess of Reorganization Value   
Deficit Accumulated During the Development Stage
  Total
Stockholders'
Deficit
   Number of Shares   at Par Value  $.01      

Balance March 28, 2008 (date of bankruptcy effectiveness)

  31,076,165     $ 310,762      $ (310,759 )   $ 0     $ 3  

Issuance of common stock for services

  812,500       8,125       0    

0

    8,125   

Net loss 2008

 

0

 

0

 

0

    (8,375     (8,375
                                 

Balance May 31, 2008

  31,888,665       318,887       (310,759 )    (8,375 )    (247 )

Issuance of common stock for services

  1,515,000       15,150       0    

0

    15,150   

Net loss nine months ended February 28, 2009

 

0

 

0

 

0

    (15,160 )    (15,160 )
         
                                 

Balance February 28, 2009

  32,898,665     $ 328,987     $ (310,759 )  $ (18,475 )  $ (247 )
                                 

See accompanying notes to condensed financial statements.

 

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A Super Deal.com, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

(unaudited)

 

  New Super Deal  

Prior Super Deal

 
    Nine Months Ended February 28, 2009     Period from March 28 2008 (Date of Bankruptcy Effectiveness) Through February 28, 2009     Nine Months Ended February 29, 2008  

Cash flows from operating activities:

           

Net loss

  $ (15,160 )   $ (23,535   $ (61,349 )

Adjustments to reconcile net loss to net cash provided by operating activities:

           

Stock-based compensation

    15,150        23,275        60,869   

Changes in operating assets and liabilities

                        

Increase in accounts payable and accrued expenses

    10       260       369  
                       

Net cash provided by operating activities

    0       0       (111 )
                       

Net decrease in cash

    0       0        (111 )

           

Cash at beginning of period

    3        3        114   
                       

Cash at end of period

  $ 3      $ 3      $ 3   
                        

           

           

Supplemental Disclosure of Cash Flow Information:

           

Interest paid

  $ 0      $ 0      $ 0   
                        

           

Income taxes paid

  $ 0      $ 0      $ 0   
                        

See accompanying notes to condensed financial statements.

 

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A Super Deal.com, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

 

Note A. Description of Business

A Super Deal.com, Inc. (the "Company" or "A Super Deal") was incorporated in the State of Florida on March 1, 2004 as a wholly owned subsidiary of eCom eCom.com, Inc. ("eCom").   A Super Deal.com's core business was the marketing of guaranteed authentic hand-signed sports memorabilia.

Pursuant to SEC Staff Legal Bulletin No. 4, eCom decided to spin off A Super Deal.com into a independent company in the belief that the independent company, with a distinct business, would be better able to obtain necessary funding and develop their business plans.

On June 4, 2004, the Board of Directors of eCom eCom.com, Inc., approved the spin-off of A Super Deal.com.

eCom eCom.com, Inc. spun off A Super Deal.com, Inc. on June 4, 2004.

As a result of the emergence of A Super Deal.com, Inc. (Prior Super Deal) from operating under Chapter 11 of the United States Bankruptcy Code on March 28, 2008 (the Effective Date), the Company is the successor registrant to Prior Super Deal pursuant to Rule 12g-3 under the Securities Exchange Act of 1934.

On July 8, 2010 the Company entered into an agreement to exchange eighty three percent (83%) of its outstanding commons stock for certain intellectual property, which it will utilize to process various biomass to produce commodities including paper and food supplements. The exchange will be treated as a reverse merger for financial reporting purposes.

Note B. Summary of Significant Accounting Policies

BASIS OF PRESENTATION

The Company maintains its accounts on the accrual basis of accounting. The preparation of financial statements in conformity with U.S. 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.

STOCK-BASED COMPENSATION

The accounting for common stock issued for services based the estimated fair value of the common stock issued as of the grant date. Because there is no market for the Company's common stock and no operations, the Company recorded the issuance of common stock for services at par value, which approximated the value of services received. 

INCOME TAXES

The Company accounts for income taxes in accordance with FASB Statement No. 109, Accounting for Income Taxes (FASB 109). Under FASB 109, income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses and tax credits that are available to offset future taxable income and income taxes, respectively. A Valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized.

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NET LOSS PER COMMON SHARE

Basic net loss per common share is computed using the weighted average number of common shares outstanding during each period presented. Diluted net loss per common share is computed by using the weighted average number of common shares and potential common shares outstanding during the period. The Company has not issued any instruments resulting in potential common shares outstanding.

RECENTLY ISSUED ACCOUNTING STANDARDS

            In December 2008, the FASB issued FSP FIN No. 48-3, "Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises." FSP FIN No. 48-3 defers the effective date of FIN No. 48, "Accounting for Uncertainty in Income Taxes," for certain nonpublic enterprises as defined in SFAS No. 109, "Accounting for Income Taxes." However, nonpublic consolidated entities of public enterprises that apply U.S. generally accepted accounting principles (GAAP) are not eligible for the deferral. FSP FIN No. 48-3 was effective upon issuance. The impact of adoption was not material to the Company's financial condition or results of operations.

            In December 2008, the FASB issued FSP FAS No. 140-4 and FIN No. 46(R) -8, "Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities." This FSP amends SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," to require public entities to provide additional disclosures about transfers of financials assets. FSP FAS No. 140-4 also amends FIN No. 46(R)-8, "Consolidation of Variable Interest Entities," to require public enterprises, including sponsors that have a variable interest entity, to provide additional disclosures about their involvement with a variable interest entity. FSP FAS No. 140-4 also requires certain additional disclosures, in regards to variable interest entities, to provide greater transparency to financial statement users. FSP FAS No. 140-4 is effective for the first reporting period (interim or annual) ending after December 15, 2008, with early application encouraged. The adoption of FSP FAS No. 140-4 did not have an impact on the Company's financial position and results of operations.

            In October 2008, the FASB issued FSP FAS No. 157-3, "Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active." This FSP clarifies the application of SFAS No. 157, "Fair Value Measurements," in a market that is not active. The FSP also provides examples for determining the fair value of a financial asset when the market for that financial asset is not active. FSP FAS No. 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The impact of adoption was not material to the Company's financial condition or results of operations.

            In June 2008, the FASB issued EITF Issue No. 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities." EITF No. 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The EITF 03-6-1 affects entities that accrue dividends on share-based payment awards during the awards' service period when the dividends do not need to be returned if the employees forfeit the award. EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008. The adoption of EITF 03-6-1 did not impact the Company's financial position and results of operations.

           In April 2008, the FASB issued FSP FAS No. 142-3, "Determination of the Useful Life of Intangible Assets", which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142 "Goodwill and Other Intangible Assets". The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of the expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007) "Business Combinations" and other U.S. generally accepted accounting principles. The adoption of FSP FAS No. 142-3 did not have a material impact on the Company's financial statements.

            In February 2008, the FASB issued FSP FAS No. 157-2, "Effective Date of FASB Statement No. 157". This FSP delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually). The impact of adoption was not material to the Company's consolidated financial condition or results of operations.

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RECENTLY ISSUED ACCOUNTING STANDARDS - (continued)

          

            In December 2007, the FASB issued SFAS No. 141(R) "Business Combinations." This Statement replaces the original SFAS No. 141. This Statement retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting (which SFAS No. 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of SFAS No. 141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, SFAS No. 141(R) establishes principles and requirements for how the acquirer:

a.

Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree.

b.     

Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase.

c.     

Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.

This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date. The adoption of SFAS No. 141(R) did not have a material impact on the Company's results of operations and financial condition.

            In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of SFAS No. 115," which becomes effective for the Company on February 1, 2008, permits companies to choose to measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument. There was no material impact on the Company's results of operations and financial condition due to the adoption of SFAS No. 159.

            In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. SFAS No. 157 addresses the requests from investors for expanded disclosure about the extent to which companies' measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and was adopted by the Company in the first quarter of fiscal year 2008. There was no material impact on the Company's results of operations and financial condition due to the adoption of SFAS No. 157.

            In April 2009, the Financial Accounting Standards Board issued Statement ("FASB") issued FASB Staff Position "FSP" No. SFAS 107-1 and APB 28-1, "Interim Disclosures about Fair Value of Financial Instruments".  This FSP amends SFAS No. 107 to require disclosures about fair values of financial instruments for interim reporting periods as well as in annual financial statements.  The FSP also amends Accounting Principles Board Opinions "APB Opinion" No. 28 to require those disclosures in summarized financial information at interim reporting periods.  This FSP becomes effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  The adoption of this FSP is not expected to have a material impact on our consolidated financial statements.

            In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS No. 165"). This Statement establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date and is effective for interim and annual periods ending after June 15, 2009.  The adoption of this standard did not have an impact on our financial position, results of operations or cash flows. 

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RECENTLY ISSUED ACCOUNTING STANDARDS - (continued)

            In October 2009, the FASB has published ASU 2009-13, "Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements", which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, "Revenue Recognition-Multiple-Element Arrangements", for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard did not have any impact on the Company's financial position and results of operations.

In June 2009, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 168, The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 ("FASB SFAS 168"). SFAS 168 establishes the FASB Accounting Standards Codification TM ("Codification") as the source of authoritative U.S. GAAP for nongovernmental entities. The Codification does not change U.S. GAAP. Instead, it takes the thousands of individual pronouncements that currently comprise U.S. GAAP and reorganizes them into approximately 90 accounting Topics, and displays all Topics using a consistent structure. Contents in each Topic are further organized first by Subtopic, then Section and finally Paragraph. The Paragraph level is the only level that contains substantive content. Citing particular content in the Codification involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure. FASB suggests that all citations begin with "FASB ASC," where ASC stands for Accounting Standards Codification. Changes to the ASC subsequent to June 30, 2009 are referred to as Accounting Standards Updates ("ASU").

In conjunction with the issuance of FASB SFAS 168, the FASB also issued ASU No. 2009-1, Topic 105—Generally Accepted Accounting Principles ("FASB ASU 2009-1"), which includes FASB SFAS 168 in its entirety as a transition to the ASC. FASB ASU 2009-1 is effective for interim and annual periods ending after September 15, 2009 and had no impact on the Company's financial position or results of operations but changed the referencing system for accounting standards.

In June 2009, the FASB issued additional guidance under ASC 860 "Accounting for Transfer of financial Assets and Extinguishment of Liabilities" which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial asset; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. This additional guidance requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor's beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. Enhanced disclosures are required to provide financial statement users with greater transparency about transfers of financial assets and a transferor's continuing involvement with transferred financial assets. This additional guidance must be applied as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This additional guidance must be applied to transfers occurring on or after the effective date. The adoption of this ASC 860 is not expected to have a material impact on the Company's financial statements and disclosures.

In January 2010, the FASB issued Accounting Standards Update ("ASU") 2010-06, "improving Disclosures about Fair Value Measurements," which clarifies certain existing requirements in ASC 820 "Fair Value Measurements and Disclosures," and required disclosures related to significant transfers between each level and additional information about Level 3 activity. FASB ASU 2010-06 begins phasing in the first fiscal period beginning after December 15, 2009. The Company is currently assessing the impact on its consolidated results of operations and financial conditions.

In February 2010, the FASB issued FASB ASU 2010-09, "Subsequent Events, Amendments to Certain Recognition and Disclosure Requirements," which clarifies certain existing evaluation and disclosure requirements in ASC 855 "Subsequent Events" related to subsequent events. FASB ASU 2010-09 requires SEC filers to evaluate subsequent events through the date in which the financial statements are issued and is effective immediately. The new guidance does not have an effect on the Company's consolidated results of operations and financial condition.

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RECENTLY ISSUED ACCOUNTING STANDARDS - (continued)

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

Note C. Involuntary Reorganization under Chapter 11

The Plan of Reorganization became effective and the Company emerged from Chapter 11 reorganization proceedings on March 28, 2008 (the "Reorganization Effective Date").  On the Reorganization Effective Date, the Company implemented fresh-start reporting in accordance with American Institute of Certified Public Accounts Statement of Position 90-7: Financial Reporting by Entities in Reorganization under the Bankruptcy Code ("SOP 90-7").

All conditions required for the adoption of fresh-start reporting were met upon emergence from the reorganization Proceedings on the Reorganization Effective Date.  As a result, the fair value of the Prior Super Deal assets became the new basis for the Company's statement of financial position as of the Fresh-Start Adoption Date, and all operations beginning on or after March 28, 2008 are related to the Successor Company.

As a result of the application of fresh-start reporting, the financial statements prior to and including March 28, 2008 represent the operations of the Prior Super Deal and are not comparable with the financial statements for periods on or after March 28, 2008.  References to "New Super Deal" refer to the Company on or after March 28, 2008, after giving effect to the application of fresh-start reporting. References to the "Prior Super Deal" refer to the Company prior to and including March 28, 2008.

Note D. Income Taxes

The Company is allocated certain expenses such as rent, travel and administrative that are paid on behalf of the Company by American Capital Holdings, Inc., a company that is related to the Company by mutual stockholders and Directors. The total expenses allocated to the Company in the nine months ended February 28, 2009 and for the period from March 28, 2008 (date of bankruptcy effectiveness) through February 28, 2009 is approximately $15,000 and $23,000, respectively.

These expenses were paid with the issuance of 1,515,000 and 2,327,500 shares of common stock for the nine months ended February 28, 2009 and for the period from March 28, 2008 (date of bankruptcy effectiveness) through February 28, 2009 respectively.  Because there is no market for the Company's common stock and the Company has no assets, shares were issued at the shares par value of $.01 per share, which approximated the value of services received.

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Note E. Subsequent Events

On July 8, 2010, the Company entered into an agreement to exchange, upon the completion of certain activities by the Company as defined in the agreement,  83% of its common stock for certain intellectual property that will allow the Company to produce various commodities through the process of biomass transformation.  The Company has yet to complete this transaction.

 

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

Revenue for the nine months ended February 28, 2009 was $0 and for the nine months ended February 29, 2008 was $0.

Total operating expenses for the nine months ended February 28, 2009 was $15,160 compared to $60,208 for the nine months ended February 29, 2008 resulting from lower rent, transfer agent fees and management expenses incurred during the nine months ended February 28, 2009.

The operations for the nine months ended February 28, 2009 resulted in a net loss of $15,160 versus a net loss of $61,349 recorded in the nine months ended February 29, 2008.

History of the Company

To review the History of the Company, see Part 1, Item 1 of our annual report filed for the Period May 31, 2008.  That note is hereby incorporated by reference into this Part 1, Item 2.

Impact of Inflation

Inflation of the costs of food, labor, fuel and energy impacts our operating expenses. However, we are able to effectively manage inflationary cost increases due to rapid inventory turnover.

Recently Adopted Accounting Pronouncements

For a discussion of recently adopted accounting pronouncements, see Note B to our  financial statements at Part 1, Item 1 to this quarterly report.

Accounting Pronouncements That We Have Not Yet Adopted

For a discussion of recently issued accounting pronouncements that we have not yet adopted, see Note B to our  financial statements at Part 1, Item 1 to this quarterly report.

Forward-Looking Statements

This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management's current expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws.  Actual results could differ materially from those set forth in the forward-looking statements.  

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have not entered into any financial derivative instruments that expose us to material market risk, including any instruments designed to hedge the impact of foreign currency exposures. We may, however, hedge such exposure to foreign currency exchange rate fluctuations in the future.

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Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures of a registrant designed to ensure that information required to be disclosed by the registrant in the reports that it files or submits under the Securities Exchange Act of 1934 (the "Exchange Act") are properly recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's ("SEC") rules and forms. Disclosure controls and procedures include processes to accumulate and evaluate relevant information and communicate such information to a registrant's management, including its principal executive and financial officers, as appropriate, to allow for timely decisions regarding required disclosures.

(b) CEO and CFO Certifications

Attached as Exhibit 31.1 and 31.2 to this quarterly report are certifications by our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). These certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. This portion of our quarterly report describes the results of our controls evaluation referred to in those certifications.

(c) Our Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we evaluated the effectiveness of the design and operation of A Super Deal's disclosure controls and procedures, as required by Rule 13a-15 of the Exchange Act. This evaluation was carried out under the supervision and with the participation of our management, including our CEO and CFO. Based on the evaluation as of the end of the period covered by this report, our CEO and CFO concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.

(d) Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting or in other factors that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the period covered by this report.

(e) Inherent Limitations of Any Control System

We do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected.

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PART 2. OTHER INFORMATION
Item 1. Legal Proceedings
None
 
Item 1A. Risk Factors
There have been no material changes to the risk factors presently disclosed in our May 31, 2008 Form 10-K.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matter to a Vote of Security Holders

There were no matters submitted to a vote by the security holders during the nine months ended February 28, 2009.

 
Item 5. Other Information
None

 

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Item 6. Exhibits
(a) Exhibits
 
Exhibit 31.1
  Certification pursuant to Rule 13a — 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Exhibit 31.2
  Certification pursuant to Rule 13a — 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Exhibit 32.1
  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
 
A Super Deal.com, Inc.
 
 
Date: September 9, 2010  By:   /s/ Richard C. Turner    
    Richard C. Turner    
    Chief Financial Officer
(Duly Authorized Officer and
Principal Financial and Accounting Officer) 
 
 

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