10QSB 1 v093521_10qsb.htm
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended September 30, 2007

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

For the transition period from ____________ to ____________

Commission file number 000-52102

SRKP 12, INC.
(Exact name of small business issuer as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

20-4062623
(I.R.S. Employer Identification Number)

4737 North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308
(Address of Principal Offices)

(310) 203-2902
(Issuer’s Telephone Number)

No change
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o.

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.

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 5,400,000 shares of common stock, par value $.0001 per share, outstanding as of November 13, 2007.

Transitional Small Business Disclosure Format (Check one): Yes o No x


SRKP 12, INC.

- INDEX -

   
Page
   
PART I- FINANCIAL INFORMATION:
  
     
Item 1.
Financial Statements:
1
     
 
Balance Sheet - September 30, 2007 (Unaudited)
2
     
 
Statements of Operations (Unaudited) for the Three Months Ended September 30, 2007 and 2006, the Nine Months Ended September 30, 2007, the Period from January 3, 2006 (Inception) to September 30, 2006 and for the Cumulative Period from January 3, 2006 (Inception) to September 30, 2007
3
     
 
Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2007, the Period from January 3, 2006 (Inception) to September 30, 2006 and for the Cumulative Period from January 3, 2006 (Inception) to September 30, 2007
4
     
 
Notes to Financial Statements
5
     
Item 2.
Management’s Discussion and Analysis or Plan of Operation
7
     
Item 3.
Controls and Procedures
7
     
PART II - OTHER INFORMATION:
  
     
Item 1.
Legal Proceedings
8
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
8
     
Item 3.
Defaults Upon Senior Securities
8
     
Item 4.
Submission of Matters to a Vote of Security Holders
8
     
Item 5.
Other Information
8
     
Item 6.
Exhibits
8
     
Signatures
9

 
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the period ended September 30, 2007 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-KSB filed with the Securities and Exchange Commission for the period ended December 31, 2006.

1
 
SRKP 12, INC.
(A Development Stage Company)
BALANCE SHEET
 
   
September 30,
  
   
2007
  
   
(Unaudited)
  
ASSETS
  
       
CURRENT ASSETS:
      
Cash
  
$
6,353
  
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
         
CURRENT LIABILITIES:
        
Due to Stockholders
  
$
53,000
  
         
COMMITMENTS AND CONTINGENCIES
        
         
STOCKHOLDERS' EQUITY (DEFICIT):
        
Preferred stock, $.0001 par value
        
10,000,000 shares authorized, none issued
    
—
  
Common stock, $.0001 par value
        
100,000,000 shares authorized, 5,400,000 issued and
        
outstanding
    
540
 
Additional paid-in capital
    
1,627
 
(Deficit) accumulated during development stage
    
(48,814
)
         
Total Stockholders' Equity (Deficit)
    
(46,647
)
         
   
$
6,353
  

SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS

2
 
SRKP 12, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
 
   
 
 
 
 
 
 
Period From
 
Cumulative from
 
 
 
Three Months
 
Three Months
 
Nine Months
 
January 3, 2006
 
January 3, 2006
 
 
 
Ended
 
Ended
 
Ended
 
(Inception) to
 
(Inception) to
 
 
 
September 30, 2007
 
September 30, 2006
 
September 30, 2007
 
September 30, 2006
 
September 30, 2007
  
                       
REVENUE
  
$
—
  
$
—
  
$
—
  
$
—
  
$
—
  
                                 
EXPENSES
    
8,886
   
13,797
   
16,062
   
30,377
   
48,814
 
                                 
NET (LOSS)
  
$
(8,886
)
$
(13,797
)
$
(16,062
)
$
(30,377
)
$
(48,814
)
                                 
NET (LOSS) PER COMMON SHARE-BASIC
  
$
*
  
$
*
  
$
*
  
$
*
        
                                 
WEIGHTED AVERAGE NUMBER OF
                               
COMMON SHARES OUTSTANDING
    
5,400,000
   
5,400,000
   
5,400,000
   
5,400,000
       
 
* Less than $.01

SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS

3
 
SRKP 12, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
      
Period From
  
Cumulative from
  
 
  
Nine Months
  
January 3, 2006
  
January 3, 2006
  
 
  
Ended
  
(Inception) to
  
(Inception) to
  
   
September 30, 2007
  
September 30, 2006
  
September 30, 2007
  
               
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
              
Net (loss)
  
$
(16,062
)
$
(30,377
)
$
(48,814
)
                     
Net Cash (Used In) Operating Activities
    
(16,062
)
  
(30,377
)
  
(48,814
)
                     
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
                    
                     
Common stock issued for cash
    
-
   
2,167
   
2,167
 
Advances from Stockholders
    
20,000
   
32,250
   
53,000
 
                     
Net Cash Provided by Financing Activities
    
20,000
   
34,417
   
55,167
 
                     
NET INCREASE/(DECREASE) IN CASH AND CASH
                    
EQUIVALENTS:
    
3,938
   
4,040
   
6,353
 
                     
CASH AND CASH EQUIVALENTS, BEGINNING
                    
OF PERIOD
    
2,415
   
-
   
-
 
                     
CASH AND CASH EQUIVALENTS, END
                    
OF PERIOD
  
$
6,353
  
$
4,040
  
$
6,353
  

SEE ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS

4
 
SRKP 12, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History
 
SRKP 12, Inc. (the Company), a development stage company, was organized under the laws of the State of Delaware on January 3, 2006. The Company is in the development stage as defined in Financial Accounting Standards Board Statement No. 7. The fiscal year end is December 31.

The Company filed a Form 10-SB registration statement with the Securities and Exchange Commission (SEC) pursuant to Section 12(g) of the Securities Exchange Act of 1934. The registration statement has been declared effective as of September 4, 2006.

Going Concern and Plan of Operation
 
The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is in the development stage and has negative working capital, negative stockholders’ equity and has not earned any revenues from operations to date. These conditions raise substantial doubt about it’s ability to continue as a going concern.

The Company is currently devoting its efforts to locating merger candidates. The Company's ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Income Taxes
 
The Company uses the liability method of accounting for income taxes pursuant to Statement of Financial Accounting Standards No. 109.  Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of temporary differences between the tax basis of the assets and liabilities and their financial amounts at year-end.      

For federal income tax purposes, substantially all startup and organizational expenses must be deferred until the Company commences business.  The Company may elect a limited deduction of up to $5,000 in the taxable year in which the trade or business begins.  The $5,000 must be reduced by the amount of startup costs in excess of $50,000.  The remainder of the expenses not deductible must be amortized over a 180-month period beginning with the month in which the active trade or business begins.  These expenses will not be deducted for tax purposes and will represent a deferred tax asset.  The Company will provide a valuation allowance in the full amount of the deferred tax asset since there is no assurance of future taxable income.  Tax deductible losses can be carried forward for 20 years until utilized.

Deferred Offering Costs
 
Deferred offering costs, consisting of legal, accounting and filing fees relating to an offering will be capitalized. The deferred offering costs will be offset against offering proceeds in the event the offering is successful. In the event the offering is unsuccessful or is abandoned, the deferred offering costs will be expensed.

Cash and Cash Equivalents
 
Cash and cash equivalents consist primarily of cash in banks and highly liquid investments with original maturities of 90 days or less.

5
 
SRKP 12, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentrations of Credit Risk
 
The Company maintains all cash in deposit accounts, which at times may exceed federally insured limits. The Company has not experienced a loss in such accounts.

Earnings Per Common Share
 
A basic earnings per common share is computed based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share consists of the weighted average number of common shares outstanding plus the dilutive effects of options and warrants calculated using the treasury stock method. In loss periods, dilutive common equivalent shares are excluded as the effect would be anti-dilutive.

Use of Estimates in the Preparation of Financial Statements
 
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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

Recently Issued Accounting Pronouncements
 
The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements is not anticipated to have a material effect on the operations of the Company.

NOTE 2 - STOCKHOLDERS' EQUITY

During January 2006, the Company sold for $2,167 cash 5,400,000 shares of its $.0001 par value common stock to various investors.

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. Most office services are provided without charge by WestPark Capital.  The Company’s President is also the CEO of WestPark Capital. Such costs are immaterial to the financial statements. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. Such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 4 - DUE TO STOCKHOLDERS

Since inception certain stockholders have advanced the Company $53,000 to pay for operating expenses. These funds have been advanced interest free, are unsecured, and are due on demand.

6

Item 2. Management’s Discussion and Analysis or Plan of Operation.

Plan of Operation 

SRKP 12, Inc. (“we”, “our”, “us” or the “Company”) incurred a net loss of $(8,886) for the three months ended September 30, 2007 and $(48,814) for the cumulative period from January 3, 2006 (inception) to September 30, 2007.  It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern.  The Company has not realized any revenues from operations since inception, and its plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates. 

Liquidity and Capital Resources

As of September 30, 2007, the Company had assets equal to $6,353 consisting exclusively of cash.  The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.
 
Results of Operations

The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates.  No revenue has been generated by the Company from January 3, 2006 (inception) to September 30, 2007.  It is unlikely the Company will have any revenues unless it is able to effect an acquisition, or merger with an operating company, of which there can be no assurance.

Off-Balance Sheet Arrangements

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 is material to investors.  

Item 3. Controls and Procedures.

Evaluation of disclosure controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's (the “SEC”) rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of September 30, 2007, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

7
 
Changes in internal controls.

There have been no changes in our internal controls over financial reporting or in other factors during our most recent fiscal quarter that could significantly affect these controls and procedures during the quarterly period ended September 30, 2007.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

To the best knowledge of the officers and directors, the Company is not a party to any legal proceeding or litigation.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.  None.

Item 3. Defaults Upon Senior Securities. None.

Item 4. Submission of Matters to a Vote of Security Holders. None.

Item 5. Other Information. None.

Item 6. Exhibits.

(a) Exhibits required by Item 601 of Regulation S-B.

Exhibit No.
  
Description
     
*3.1
  
Certificate of Incorporation, as filed with the Delaware Secretary of State on January 3, 2006.
     
*3.2
  
By-Laws.
     
31.1
  
Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 2007.
     
31.2
  
Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 2007.
     
32.1
  
Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2
  
Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
*
Filed as an exhibit to the Company's Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on July 5, 2006, and incorporated herein by this reference.

8
 
SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
Dated: November 13, 2007 SRKP 12, INC.
 
 		  
 		  
 
By:   /s/ Richard A. Rappaport
 
Name: Richard A. Rappaport
  Title: President


9