10-Q 1 v156913_10q.htm Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2008
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to  ______.
 
CAVALIER HOLDINGS, INC.
(Exact name of registrant as specified in Charter
 
Delaware
  
000-52531
  
20-8429161
(State or other jurisdiction of
incorporation or organization)
  
(Commission File No.)
  
(IRS Employee Identification No.)

2808 East North Street, Ste 27
Greenville, S.C. 29615
(Address of Principal Executive Offices)
 
 
(864) 292-3208
(Issuer Telephone number)
 
 
(Former Name or Former Address if Changed Since Last Report)
 
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 (§232.405 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 x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer            ¨
Accelerated filer ¨
 Non-accelerated filer             ¨
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 o
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 7, 2009: 4,000,000 shares of common stock.

 
 
 
 
CAVALIER HOLDINGS, INC.
FORM 10-Q
September 30, 2008
INDEX

PART I— FINANCIAL INFORMATION
  
     
Item 1.
Financial Statements
4
Item 2.
Management’s Discussion and Analysis of Financial Condition
9
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
9
Item 4T.
Control and Procedures
9
     
PART II— OTHER INFORMATION
  
     
Item 1
Legal Proceedings
10
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
10
Item 3.
Defaults Upon Senior Securities
10
Item 4.
Submission of Matters to a Vote of Security Holders
10
Item 5.
Other Information
10
Item 6.
Exhibits and Reports on Form 8-K
10
     
SIGNATURE
11

 
2
 
 
ITEM 1. Financial Information
 
CAVALIER HOLDINGS, INC.
 
 
Page #
FINANCIAL STATEMENTS
 
   
Balance Sheets as of September 30, 2008 (Unaudited) and December 31, 2007
4
   
Statements of Operations for the Three Months Ended September 30, 2008 and 2007 (Unaudited)
5
   
Statements of Operations for the Nine Months Ended September 30, 2008 and for the period from February 7, 2007 (Inception) through September 30, 2007(Unaudited)
6
   
Statements of cash flows for the Nine Months Ended September 30, 2008 and for the period from February 7, 2007 (Unaudited) through September 30, 2007(Unaudited)
7
   
Notes to the Financial Statements (Unaudited)
8

 
3
 
 

ITEM 1 Financial Information

CAVALIER HOLDINGS, INC.
Balance Sheets

   
September 30, 2008
    
December 31, 2007
  
   
(Unaudited)
        
ASSETS
            
             
CURRENT ASSETS:
            
Cash
   $ 2,600     $ 100  
TOTAL  ASSETS
   $ 2,600     $ 100  
                 
LIABILITIES AND STOCKHOLDER’S DEFICIT
                
                 
CURRENT LIABILITIES:
                
Accrued expenses
   $ 24,049     $ 12,500  
Advance from related party
     9,509       4,009  
Total Current Liabilities
     33,558       16,509  
                 
STOCKHOLDER’S DEFICIT:
                
Preferred stock at $0.0001 par value; 10,000,000 shares authorized; no shares issued or outstanding
     -       -  
Common stock at $0.0001 par value; 50,000,000 shares authorized; 4,000,000 shares issued and outstanding
     400       400  
Additional paid-in capital
     6,899       6,899  
Deficit accumulated during the development stage
     (38,257 )     (23,708 )
                 
Stockholder’s Deficit
     (30,958 )     (16,409 )
                 
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT
   $ 2,600     $ 100  

See accompanying notes to the financial statements.

 
4
 

CAVALIER HOLDINGS, INC.
Statements of Operations
(Unaudited)

   
Three Months
Ended
September 30,
2008
    
Three Months
Ended
September 30,
2007
  
             
Revenues
   $ -     $ -  
                 
Operating expenses:
                
General and administrative
     3,122       8,500  
                 
Total operating expenses
     3,122       8,500  
                 
Loss before income taxes
     (3,122 )     (8,500 )
                 
Income tax provision
     -       -  
                 
Net loss
   $ (3,122 )   $ (8,500 )
                 
Net loss per common share – basic and diluted
   $ (0.00 )   $ (0.00 )
Weighted average number of common shares outstanding – basic and diluted
     4,000,000       4,000,000  

See accompanying notes to the financial statements.

 
5
 

CAVALIER HOLDINGS, INC.
Statements of Operations
 (Unaudited)

   
Nine Months
Ended
September 30,
2008
    
The Period
From
February 7,
2007
(Inception)
through
September
30, 2007
  
             
Revenues
   $ -     $ -  
                 
Operating expenses:
                
General and administrative
     14,549       19,708  
                 
Total operating expenses
     14,549       19,708  
                 
Loss before income taxes
     (14,549 )     (19,708 )
                 
Income tax provision
     -       -  
                 
Net loss
   $ (14,549 )   $ (19,708 )
                 
Net loss per common share – basic and diluted
   $ (0.00 )   $ (0.00 )
Weighted average number of common shares outstanding – basic and diluted
     4,000,000       4,000,000  

See accompanying notes to the financial statements.

 
6
 

CAVALIER HOLDINGS, INC.
Statements of Cash Flows
(Unaudited)

   
Nine
Months
Ended
September,
2008
    
The Period
From
February 7,
2007
(Inception)
through
September
30, 2007
  
             
Cash flow from operating activities:
            
Net loss
   $ (14,549 )   $ (19,708 )
Adjustments to reconcile net loss to net cash used in operating activities:
                
Increase in accrued expenses
     11,549       12,509  
                 
Net cash used in operating activities
     (3,000 )     (7,199 )
                 
Cash flow from financing activities:
                
Proceeds from issuance of common stock
     -       5,299  
Capital contribution
     -       2,000  
Advance from related party
     5,500       -  
                 
Net cash provided by financing activities
     5,500       7,299  
                 
Net increase in cash
     2,500       100  
Cash at beginning of period
     100       -  
Cash at end of period
   $ 2,600     $ 100  

See accompanying notes to the financial statements.

 
7
 

CAVALIER HOLDINGS, INC.
September 30, 2008 and 2007
Notes to Financial Statements
(Unaudited)
 
1.
ORGANIZATION AND OPERATIONS

Cavalier Holdings, Inc. (“Cavalier” or the “Company”) was incorporated in the State of Delaware on February 7, 2007 to raise equity and search for a business. The Company is currently inactive.

2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying interim unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and with the instructions to Form 10-Q and 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 for complete financial statement presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for the interim periods have been included. These financial statements should be read in conjunction with the financial statements of the Company, together with the Company’s Plan of Operations in the Company’s Transitional Report on Form 10-KSB for the period ended December 31, 2007. Interim results are not necessarily indicative of the results for a full year.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

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

3. GOING CONCERN AND MANAGEMENT’S PLAN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses and negative operating cash flow since inception and future losses are anticipated. The Company’s plan of operations, even if successful, may not result in cash flow sufficient to finance and expand its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Realization of assets is dependent upon management’s plans to meet its financing requirements and the success of its future operations. These financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue in existence.

4.
EQUITY

On February 7, 2007 (inception), as amended February 21, 2007, the Company has authorized 50,000,000 shares of common stock, $.001 par value, per share, and 10,000,000 shares of preferred stock, $.001 par value, per share.

 
8
 

On February 7, 2007, the Company issued 4,000,000 shares of common stock in exchange for an initial capital contribution of $5,299. In addition, all expenses incurred by the Company were paid by the sole stockholder and have been charged to additional paid-in-capital.
 
5. ADVANCE FROM RELATED PARTY

The total amount of advances from the related party that remained unpaid at September 30, 2008 was $9,509. The advances are non-interest bearing and are included in current liabilities.
 
 
9
 
 
Item 2. Management’s Plan of Operation.

Plan of Operation. We have not realized any revenues from operations for the nine month period ended September 30, 2008 and we are inactive. It is unlikely the Company will have any revenues unless we are able to effect an acquisition or merger with an operating company. As of September 30, 2008, we had cash of $2,600 and through September 30, 2008, all our operating expenses have been paid by our sole stockholder and through advances from a related party.

Our plan for the next twelve months shall be to continue efforts to locate suitable acquisition candidates. The Company can provide no assurance that a suitable candidate may be located or that a transaction may be consummated on terms that are favorable to the Company or that it can continue to satisfy its cash requirements for at least the next twelve months.

The Company has incurred operating losses and negative operating cash flow since inception and future losses are anticipated. The Company’s plan of operations, even if successful, may not result in cash flow sufficient to finance and expand its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Realization of assets is dependent upon management’s plans to meet its financing requirements and the success of its future operations. These financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue in existence.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is not exposed to market risk related to interest rates or foreign currencies.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed 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 (“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, 2008, 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 and financial officer concluded that our disclosure controls and procedures were effective.
 
This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this quarterly report on Form 10-Q.
 
Changes in internal controls. There have been no changes in our internal controls or in other factors that could significantly affect these controls and procedures during the period ended September  30, 2008.

 
10
 
 
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.

Exhibit
  
Description of Exhibit 
31.1
  
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
  
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
11
 

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.

 
CAVALIER HOLDINGS, INC.
(Registrant)
   
Dated: August 7, 2009
By:  
/s/ Leo Mentzelopoulos
 
Leo Mentzelopoulos
President

 
12