10-Q 1 v161053_10q.htm

 
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 March 31, 2009
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______ to  ______.
 
EMISSARY CAPITAL GROUP, 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.)

2800 East North Street, Ste 27
Greenville, S.C. 29615
 (Address of Principal Executive Offices)
 

 
(864) 292-3208
 (Issuer Telephone number)
 

 
Cavalier Holdings, Inc.
 (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 x No o 
 
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 o   Accelerated Filer o       Non-Accelerated Filero       Smaller Reporting Companyx
 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes xNoo
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of September 21, 2009: 16,272,500 shares of common stock.

 
 

 
 
EMISSARY CAPITAL GROUP, INC.
FORM 10-Q
March 31, 2009
INDEX

PART I— FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
1
Item 2.
Management’s Discussion and Analysis of Financial Condition
2
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
2
Item 4.
Control and Procedures
2
     
PART II— OTHER INFORMATION
3
     
 Item 1
Legal Proceedings
3
 Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
3
 Item 3.
Defaults Upon Senior Securities
3
 Item 4.
Submission of Matters to a Vote of Security Holders
3
 Item 5.
Other Information
3
 Item 6.
Exhibits and Reports on Form 8-K
3
     
SIGNATURE
4
 
 

 
 
 ITEM 1. Financial Information
 
EMISSARY CAPITAL GROUP, INC.
  
FINANCIAL STATEMENTS
Page #
   
Balance Sheets as of March 31, 2009 (Unaudited) and December 31, 2008
F-1
   
Statements of Operations for the Three Months Ended March 31, 2009 and 2008 (Unaudited)
F-2
   
Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008 (Unaudited)
F-3
   
Notes to the Financial Statements (Unaudited)
F-4
 
 
1

 

EMISSARY CAPITAL GROUP, INC.
Balance Sheets

   
March 31, 2009
   
December 31, 2008
 
   
(Unaudited)
       
ASSETS
           
             
CURRENT ASSETS:
           
     Cash
  $ 2,600     $ 2,600  
TOTAL  ASSETS
  $ 2,600     $ 2,600  
                 
LIABILITIES AND STOCKHOLDER’S DEFICIT
               
                 
CURRENT LIABILITIES:
               
Accrued expenses
  $ 39,996     $ 27,209  
Advance from related party
    9,509       11,059  
Total Current Liabilities
    49,505       38,268  
                 
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; 100,000,000 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
    (54,204 )     (42,967 )
                 
Stockholder’s Deficit
    (46,905 )     (35,668 )
                 
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT
  $ 2,600     $ 2,600  

See accompanying notes to the financial statements.

 
F-1

 

EMISSARY CAPITAL GROUP, INC.
Statements of Operations
 (Unaudited)

   
Three Months
Ended March
31, 2009
   
Three Months
Ended March
31, 2008
 
             
Revenues
  $ -     $ -  
                 
Operating expenses:
               
General and administrative
    11,237       9,638  
                 
Total operating expenses
    11,237       9,638  
                 
Loss before income taxes
    (11,237 )     (9,638 )
                 
Income tax provision
    -       -  
                 
Net loss
  $ (11,237 )   $ (9,638 )
                 
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.

 
F-2

 

EMISSARY CAPITAL GROUP, INC.
Statements of Cash Flows
 (Unaudited)

   
Three 
Months
Ended
March 31,
2009
   
Three
Months
Ended
March 31,
2008
 
             
Cash flow from operating activities:
           
Net loss
  $ (11,237 )   $ (9,638 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Increase in accrued expenses
    11,237       4,127  
                 
Net cash used in operating activities
    -       (5,511 )
                 
Cash flow from financing activities:
               
Advance from related party
    -       5,500  
                 
Net cash provided by financing activities
    -       5,500  
                 
Net (decrease) increase in cash
    -       (11 )
Cash at beginning of period
    2,600       100  
Cash at end of period
  $ 2,600     $ 89  
 
 
F-3

 

EMISSARY CAPITAL GROUP, INC.
 March 31, 2009 and 2008
Notes to Financial Statements
 (Unaudited)
 
1.
ORGANIZATION AND OPERATIONS

Cavalier Holdings, Inc. was incorporated in Delaware on February 7, 2007 to raise equity and search for a business. The Company is currently inactive. On August 28, 2009, the shareholders of the Company approved an amendment to its articles of incorporation to change the name of the Company to Emissary Capital Group, Inc. (“Emissary” or the “Company”).

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-K for the period ended December 31, 2008. 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.

 
F-4

 

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.

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.

On August 28, 2009, in association with the acquisition of Emissary Capital Group, LLC (see footnote 7), the shareholders of the Registrant approved an amendment to the Registrant’s articles of incorporation to (i) increase the number of authorized capital stock from 50,000,000 shares to 110,000,000 shares of which 100,000,000 shares will be Common Stock and 10,000,000 shares will be preferred stock par value $0.0001 per share (the “Preferred Stock”). The financial statements give effect to such amendment.
 
5. 
ADVANCE FROM RELATED PARTY

In 2008, the Company received advances from a related party in the amount of $5,500. The total amount of advances from the related party that remained unpaid at March 31, 2009 was $9,509. The advances are non-interest bearing and are included in current liabilities.

6. 
SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date but before the financial statements were available to be issued to determine if they must be reported.  The Management of the Company determined that there were certain reportable subsequent events to be disclosed as follows:

On August 28, 2009, the Company acquired Emissary Capital Group, LLC, a privately owned Delaware limited liability company (“Emissary”), pursuant to an Agreement and Plan of Share Exchange (the “Exchange”).  Emissary was organized under the laws of the State of Delaware on November 5, 2008.  Emissary is a company whose principal operations include providing strategic consulting and research services to emerging growth companies primarily based in India and China.  Upon consummation of the Exchange, the Registrant adopted the business plan of Emissary.

Pursuant to the terms of the Exchange, the Company acquired Emissary in exchange for an aggregate of 12,047,500 newly issued shares (the “Exchange Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), resulting in an aggregate of 16,047,500 shares of the Company  common stock issued and outstanding. As a result of the Exchange, Emissary became a wholly-owned subsidiary of the Company.  The Company shares were issued to the members of Emissary on a pro rata basis, on the basis of the membership interests of Emissary held by such Emissary member at the time of the Exchange. 

Immediately subsequent to the Exchange on August 28, 2009, the shareholders of the Registrant approved an amendment to the Registrant’s articles of incorporation to (i) increase the number of authorized capital stock from 50,000,000 shares to 110,000,000 shares of which 100,000,000 shares will be Common Stock and 10,000,000 shares will be preferred stock par value $0.0001 per share (the “Preferred Stock”), (ii) change the name of the Registrant to Emissary Capital Group, Inc., and (iii) authorize the Board of Directors to provide for the issuance of shares of preferred stock in series and, by filing a certificate pursuant to the General Corporation Law of the State of Delaware (hereinafter, along with any similar designation relating to any other class of stock that may hereafter be authorized, referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, power, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof.
 
 
F-5

 
 
At the effective time of the Acquisition, the board of directors was reconstituted by the resignation of Leo Mentzelopoulos from his role as the Registrant’s sole officer and director, and the appointment of: Amit Tandon as Chairman and Chief Executive Officer, Ajay Tandon as Director, President and Chief Financial Officer; Albert Lee as Executive Vice President, Research; and Charles J. Duff as Executive Vice President, Corporate Finance (each of whom served in similar capacities with Emissary immediately prior to the Exchange). In connection with his appointment, Charles J. Duff entered into an Option Agreement with the Registrant where upon the satisfaction of certain conditions precedent, he will receive the option to purchase up to 800,000 shares of Common Stock at $0.15 per share. The options must vest on or before April 1, 2010 and expire two years from the date of  the Agreement . 

Simultaneously with the issuance of the Exchange Shares, the Company accepted subscriptions to purchase 9 Units consisting of 225,000 shares of the Company’s Common Stock and a warrant to purchase an additional 67,500 shares of Common for an aggregate purchase price of $225,000.

The former holders of membership interests of Emissary now beneficially own approximately 74% of the outstanding shares of Company Common Stock on a fully diluted basis. Accordingly, the Exchange represents a change in control. As of the date of this report, there are 4,000,000 shares of Common Stock issued and outstanding.   For financial accounting purposes, the acquisition was a reverse acquisition of the Company by Emissary, under the purchase method of accounting, and was treated as a recapitalization with Emissary as the acquirer. Upon consummation of the Exchange, the Company adopted the business plan of Emissary.

 
F-6

 

Item 2. Management’s Plan of Operation.

Plan of Operation. We have not realized any revenues from operations for the six month period ended March 31, 2009 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 March 31, 2009, we had cash of $2,600 and through March 31, 2009, 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 March 31, 2009, 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 March 31, 2009.

 
2

 

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
 
Chairman of the Board and Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Director, President and Chief Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1
 
Chairman of the Board and Chief Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2
 
Director, President and Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
3

 

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.

 
EMISSARY CAPITAL GROUP, INC.
(Registrant)
   
  
Dated: September___, 2009
By:  
/s/  Leo Mentzelopoulos
 
President
 
 
4