-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WwW5vAkSMMDjOU/Xmj6gC55HBH+k1JrV7dwQxfDwc6mRmpYaTjxFB1aI/rR+6arv 8HYD6xwB2tq98Mc56w2w9w== 0001144204-08-033901.txt : 20080605 0001144204-08-033901.hdr.sgml : 20080605 20080605173006 ACCESSION NUMBER: 0001144204-08-033901 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20080605 DATE AS OF CHANGE: 20080605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Adrenalina CENTRAL INDEX KEY: 0001398235 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 208837626 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52675 FILM NUMBER: 08883903 BUSINESS ADDRESS: STREET 1: 20855 NE 16 AVE STREET 2: SUITE C-16 CITY: MIAMI STATE: FL ZIP: 33179 BUSINESS PHONE: 305-770-4488 MAIL ADDRESS: STREET 1: 20855 NE 16 AVE STREET 2: SUITE C-16 CITY: MIAMI STATE: FL ZIP: 33179 FORMER COMPANY: FORMER CONFORMED NAME: Basic Services, Inc. DATE OF NAME CHANGE: 20070502 10QSB/A 1 v116638_10qsba.htm
U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
Form 10-QSB/A
 
(Mark One)
[x] Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 2007
 

[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________

 
ADRENALINA
formerly known as Basic Services, Inc.
(Name of Small Business Issuer in its Charter)
 
Nevada
 
000-52675
 
20-8837626
(State or other jurisdiction
of incorporation)
 
(Commission 
File Number)
 
(IRS Employer
 Identification No.)
 
20855 NE 16 Avenue, Suite #C-16
Miami, Florida 33179

(Address of principal executive offices)
(305) 770-4488
(Issuer's telephone number)

 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or 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 [ ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [ ] Yes [ ] No [X] N/A
 
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:
 
As of June 2, 2008, the registrant's outstanding common stock consisted of 10,873,750 shares, $0.001 par value. Authorized - 70,000,000 common voting shares. No preferred shares issued, 5,000,000 authorized.
 
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


PART I. FINANCIAL INFORMATION

Item 1.
Financial Statements
3
 
Balance Sheets
3
 
Statements of Operations (unaudited)
4
 
Statement of Stockholders’ Equity (unaudited)
5
 
Statement of Cash Flows (unaudited)
6
 
Notes to Financial Statements
7
     
Item 2.
Management’s Discussion and Analysis
 
 
 of Plan of Operation
11
     
Item 3.
Controls and Procedures
14
 
 
PART II. OTHER INFORMATION

Item 1.
Legal Proceedings
15
     
Item 2.
Changes in Securities and Use of Proceeds
15
     
Item 3.
Defaults upon Senior Securities
15
     
Item 4.
Submission of Matters to a Vote
 
 
of Security Holders
15
     
Item 5.
Other Information
15
     
Item 6.
Exhibits and Reports on Form 8-K
15
     
Signatures
 
16
 
2


PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
(A Development Stage Company)
Condensed Balance Sheets
As of September 30, 2007 and April 30, 2007

   
September 30,
 
April 30,
 
   
2007
 
2007
 
   
(Unaudited)
     
Assets
         
Current assets:
         
Cash and equivalents
 
$
1
 
$
1
 
Total current assets
   
1
   
1
 
Total assets
 
$
1
 
$
1
 
Liabilities and Stockholders' Equity
             
Stockholders' equity:
             
Common stock, $0.001 par value, 70,000,000
             
shares authorized, 10,873,750, issued and
             
outstanding
   
10,873
   
10,873
 
 Subscription note receivable
   
(8,695
)
 
(10,547
)
 Deficit accumulated during development
             
stage
   
(2,177
)
 
(325
)
               
Total stockholders’ equity
   
1
   
1
 
               
Total liabilities and stockholders’ equity
 
$
1
 
$
1
 
 
 
3

 
(A Development Stage Company)
Condensed Statements of Operations
 
For the two and five months ended September 30, 2007 and
 
For the period March 28, 2007 (Inception) to September 30, 2007
 
(Unaudited)
 
   
For the two 
 
For the five
 
March 28, 2007
 
   
months ended 
 
months ended
 
(inception) to
 
   
September 30,
 
September 30
 
September 30,
 
   
2007
 
2007
 
 2007
 
Revenue
 
$
-
  $ -    
-
 
                     
Expenses:
                   
Organizational Costs
   
-
    -    
325
 
General & Administrative
   
-
    1,852    
1,852
 
                     
 Total expenses
   
-
    1,852    
2,177
 
Net loss
 
$
-
 
$
(1,852
)
 
(2,177
)
                     
Weighted average number of
                   
 common shares outstanding
   
10,873,750
   
10,873,750
   
10,873,000
 
                     
Net loss per share
 
$
(0.00
)
$
(0.00
)
$
(0.00
)
 
 
4

 
(A Development Stage Company)
Statement of Stockholders' Equity
 
For the period from March 28, 2007 (Inception) to September 30, 2007
 
(Unaudited)
 
              
Deficit Accumulated
     
 
Common Stock
 
Subscription
 
During the
     
 
Shares
 
 Amount
 
Receivable
 
Development Stage
 
Stockholders’ Equity
 
                     
March 28, 2007 - Issuance of
                    
Common Stock
 
10,873,000
 
$
10,873
 
$
(10,873
)
$
-
 
$
-
 
                               
August 13, 2007 - Stock Dividend
                             
1-for-1 stock split
 
10,873,000
   
10,873
   
-
   
(10,873
)
 
-
 
                               
August 13, 2007 - Spin off of
                             
subsidiary Generic Marketing
                             
Services, Inc.
 
(10,873,000
)
 
(10,873
)
 
-
   
10,873
   
-
 
                               
Repayment of Subscription note
 
-
   
-
   
2,178
   
-
   
2,178
 
                               
Net Loss
 
-
   
-
   
-
   
(2,177
)
 
(2,177
)
                               
Balance - September 30, 2007
 
10,873,000
 
$
10,873
 
$
(8,695
)
$
(2,177
)
$
1
 
 
See accompanying notes to the condensed financial statements. 
 
5

 
 
Basic Services, Inc.
(A Development Stage Company)
Statement of Cash Flow
 
For the five months ended September 30, 2007 and for the period from March 28, 2007 (Inception) to September 30, 2007
 
(Unaudited)

   
For the five
 
 March 28, 2007
 
   
months ended
 
 (inception) to
 
   
September 30,
 
 September 30,
 
   
2007
 
 2007
 
Cash flows from operating activities:
          
Net loss
 
$
(1,852
)
$
(2,177
)
               
Adjustments to reconcile net
             
 loss to net cash used by
             
 operating activities
   
-
   
-
 
               
Net cash used by operating activities
   
(1,852
)
 
(2,177
)
               
Cash flows from operating activities:
             
               
Repayment of subscription note
   
1,852
   
2,178
 
               
Net cash provided by financing activities
   
1,852
   
2,178
 
               
Net increase in cash
   
-
   
1
 
Cash - beginning
   
1
   
-
 
               
Cash - ending
 
$
1
   
1
 
               
Supplemental disclosures of non-cash items:
             
 Issuance of common stock
 
$
-
 
$
10,873
 
               
 Issuance of subscription note
             
 for common stock
 
$
-
 
$
10,873
 
 
See accompanying notes to the condensed financial statements. 
 
6

 
 
Basic Services, Inc.
(a development stage company)
 
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies
 
Description of Business
 
The accompanying condensed financial statements for the two months and five months ended September 30, 2007, are unaudited except for the balance sheet information at April 30, 2007, which is derived from the audited financial statements filed on May 9, 2007 in the Company’s SB-2 registration statement for the period ended April 30, 2007. These statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information 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 GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the financial statements included in the Company’s SB-2 registration statement for the year ended April 30, 2007.
 
Basic Services, Inc. (“BSI”), a Nevada corporation, was organized March 28, 2007 (Date of Inception) and incorporated as a subsidiary of Eaton Laboratories, Inc., ("Eaton"), also a Nevada corporation. On March 30, 2007, BSI's parent corporation, Eaton entered into an Acquisition Agreement and Plan of Merger ("Agreement") with Hydrogen Hybrid Technologies, Inc. ("HHT"), a privately-held Canadian corporation. Pursuant to the terms of the Agreement, HHT acquired Eaton, and Eaton agreed to spin off its wholly-owned subsidiary, Basic Services, Inc. On April 30, 2007, the record shareholders of Eaton received one unregistered, par value $0.001, share of Basic Services, Inc. common stock for every share of Eaton Laboratories common stock owned. The Basic Services, Inc. stock dividend was based on 10,873,750 shares of Eaton common stock that were issued and outstanding as of the record date. The spin off did not include any stock issued to the shareholders of Hydrogen Hybrid Technologies, Inc., who received Eaton shares pursuant to the Agreement with Eaton. Eaton retained no ownership in BSI following the spin off. Further, BSI was no longer a subsidiary of Eaton.
 
On August 13, 2007, the Company formed and spun-off a wholly-owned subsidiary, Generic Marketing Services, Inc. a Nevada corporation to its shareholders of record, in a one-for-one special stock dividend. Following the spin-off, the Company did not retain any ownership in Generic Marketing Services, Inc.
 
On September 30, 2007 the Company changed its year-end to December 31 from April 30. As such the corresponding unaudited financial statements are based on a two month interim period.
 
Earnings per share
 
The Company computed basic and diluted loss per common share by dividing the losses applicable to common stock by the weighted average number of basic and diluted common shares outstanding. The Company’s basic and fully diluted EPS calculation for the two months and five months ended September 30, 2007, respectively are the same since the Company did not have any dilutive common stock equivalents in each of the periods shown.
 
Reclassifications

Certain amounts from prior financial statements and related notes have been reclassified to conform to the current period presentation.
 
7


Basic Services, Inc.
(a development stage company)
Condensed Notes to the Financial Statements - continued
 
Note 2 - Going concern
 
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As at September, 2007, the Company has recognized no revenues and has accumulated operating losses of approximately $2,177 since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management is currently evaluating other sources to raise equity capital and finance the operating and capital requirements of the Company. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.
 
These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.
 

On March 28, 2007, the company issued a $10,873, non-interest bearing, demand note to its shareholders related to the issuance of their common shares. During the period ended September 30, 2007, $2,178 of this note was repaid.

On August 13, 2007, the Company formed and spun-off our wholly-owned subsidiary, Generic Marketing Services, Inc. to its shareholders of record, in a one-for-one special stock dividend. As of the date of the spin-off, Generic Marketing Services, Inc. did not have any assets, liabilities or operations. Additionally, the Company did not retain any ownership in Generic Marketing Services, Inc.
 
Note 4 - Subsequent Events

Business Combination

On October 26, 2007, BSI and a newly formed subsidiary of BSI ("Merger Sub") and Adrenalina entered into an Acquisition Agreement and Plan of Merger ("Acquisition") pursuant to which BSI, through its wholly-owned subsidiary, Merger Sub, acquired 100% of the membership interests in Adrenalina in exchange for 18,000,000 shares of the BSI common stock which were issued to the owners of the membership interests in Adrenalina. Immediately after the Acquisition was consummated and further to the Acquisition Agreement, the four largest shareholders of BSI cancelled 9,773,750 shares of the BSI Common Stock held by them. Immediately prior to the Acquisition, BSI was a reporting corporation with limited activity.

For accounting purposes, this transaction was accounted for as a reverse acquisition, since the stockholders of Adrenalina own a majority of the issued and outstanding shares of common stock of BSI and the directors and executive officers of Adrenalina became the directors and executive officers of BSI. Immediately prior to the acquisition the Company distributed of all the assets and liabilities of the pharmaceutical operations to its shareholders, which had no carrying value.

The following tables summarize the (unaudited) pro forma consolidated balance sheet and statement of operations of BSI and LQD Adrenalina LLC assumes the merger with LQD Adrenalina occurred on January 1, 2007.

The Company will include the results of operations of LQD Adrenalina, LLC in their 10-KSB for the year ended December 31, 2007.
 
8


Basic Services, Inc.
(a development stage company)
Condensed Notes to the Financial Statements - continued

Note 4 - Subsequent Events - continued

Basic Services, Inc. (BICV) Pro Forma Combined Balance Sheet as of September 30, 2007
 
            
 Pro Forma
 
 Pro Forma
 
   
BICV
 
  ADRE
 
 Adjustments
 
 Combined
 
Assets
                   
 Current assets
                   
 Cash and cash equivalents
 
$
1
 
$
6,427
   
(1)
(A)
$
6,427
 
 Accounts receivable, net
   
   
19,258
   
   
19,258
 
 Inventory and film costs, net
   
   
1,338,225
   
   
1,338,225
 
 Notes receivable - related party
   
   
728,518
   
   
728,518
 
 Other assets
   
   
1,384,354
   
   
1,384,354
 
 Total current assets
   
1
   
3,476,782
         
3,476,782
 
                           
 Non-current film costs, net
   
   
932,545
   
   
932,545
 
 Property & equipment, net
   
   
2,971,423
   
   
2,971,423
 
 Intangible assets, net
   
   
250,444
   
   
250,444
 
Total Assets
 
$
1
 
$
7,631,194
   
(1
)
$
7,631,194
 
                           
Liabilities and Stockholders Equity
                         
 Current liabilities
                         
 Accounts payable and
                         
 accrued liabilities
 
$
 
$
981,355
   
 
$
981,355
 
                           
 Current portion - related party notes
   
   
4,177,257
   
   
4,177,257
 
 Total current liabilities
   
   
5,158,612
         
5,158,612
 
                           
Total Liabilities
   
   
5,158,612
   
   
5,158,612
 
                           
Stockholders’ Equity
                         
                           
 Common stock
 
$
2,178
 
$
   
17,275(A)
(B)
 
19,453
 
 Additional paid in capital
   
   
   
8,959,364(A)
(B)
 
8,959,364
 
 Membership interest
   
   
8,978,817
   
(8,978,817)
(B)
 
 
 Accumulated deficit
   
(2,177
)
 
(6,506,235
)
 
2,177
(A)
 
(6,506,235
)
Total Stockholders’ Equity
   
1
   
2,472,582
   
(1)
(A)
 
2,472,582
 
                           
Total Liabilities and Stockholders’ Equity
 
$
1
 
$
7,631,194
   
(1
)
$
7,631,194
 


(A)
This Pro Forma adjustment is comprised of a recasting of the remaining amount due of $8,695 for the common stock issued to the shareholders of Basic Services, Inc., the subsequent cancellation of 9,773,750 shares of common stock and the distribution of the remaining assets of Basic Services, Inc., on the date of the reverse merger.

(B)
This Pro Forma adjustment to stockholders’ equity is comprised of the issuance of 18,000,000 shares of common stock to the existing members of LQD Adrenalina, LLC in exchange for their membership interest in LQD Adrenalina, LLC; the issuance of 353,000 shares of common stock to Gilford Securities and the recapitalization of the remaining membership interest in LQD Adrenalina, LLC to additional paid in capital.

 
9


Basic Services, Inc.
(a development stage company)
Condensed Notes to the Financial Statements - continued

Note 4 - Subsequent Events - continued
 
Basic Services, Inc. (BICV) Pro Forma Combined Statements of Operations for the Nine Months Ended September 30, 2007
 

            
Pro Forma
 
Pro Forma
 
   
BICV
 
  ADRE
 
Adjustments
 
Combined
 
Total revenues
 
$
 
$
2,481,838
   
 
$
2,481,838
 
Costs of revenues
       
1,795,601
   
   
1,795,601
 
                           
Gross margin
       
686,237
   
   
686,237
 
                           
Operating expenses
                         
Selling, general and administrative
    2,177    
3,437,933
   
(2,177)(A
)
 
3,437,933
 
Depreciation and amortization
       
734,692
   
   
734,692
 
Total operating expenses
    2,177    
4,172,625
   
(2,177
)
 
4,172,625
 
                           
Net Loss
 
$
2,177
 
$
3,486,388
   
(2,177
)
 
3,486,388
 
                           
Loss Per Common Share
                         
 Basic
 
$
(0.00
)  $
       
$
(0.18
)
 Diluted
 
$
(0.00
)  $
       
$
(0.18
)
                           
Weighted Average Shares Outstanding
                         
 Basic
   
10,873,750
   
   
8,579,250(A)
(B)
 
19,453,000
 
 Diluted
   
10,873,750
   
   
8,579,250(A)
(B)
 
19,453,000
 

(A)
Represents the inception to date losses of Basic Services, Inc., prior to the reverse merger. These losses were funded by the existing shareholders of Basic Services, Inc. at the date of the merger and subsequent cancellation of 9,773,750 of the Company’s common stock.

(B)
This Pro Forma adjustment to stockholders’ equity is comprised of the issuance of 18,000,000 shares of common stock to the existing members of LQD Adrenalina, LLC in exchange for their membership interest in LQD Adrenalina, LLC; the issuance of 353,000 shares of common stock to Gilford Securities and the recapitalization of the remaining membership interest in LQD Adrenalina, LLC to additional paid in capital.


10


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
Cautionary Note about Forward-Looking Statements
 
Forward-Looking Statements

We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Quarterly Report on Form 10-QSB or made by our management involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. You can identify these statements as those that may predict, forecast, indicate or imply future results, performance or advancements and by forward-looking words such as “believe,” “anticipate,” “expect,” “estimate,” “predict,” “intend,” “plan,” “project,” “will,” “will be,” “will continue,” “will result,” “could,” “may,” “might” or any variations of such words or other words with similar meanings. Forward-looking statements address, among other things, our expectations, our growth strategies, including our plans to open new stores, our efforts to increase our gross margins and create a return on invested capital, plans to grow our private label business, projections of our future profitability, results of operations, capital expenditures or our financial condition or other “forward-looking” information and includes statements about revenues, earnings, spending, margins, liquidity, store openings and operations, inventory, private label products, our actions, plans or strategies. We are including this cautionary statement in this report to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf, of us.

The following factors, among others, in some cases have affected and in the future could affect our financial performance and actual results and could cause actual results for fiscal 2007 and beyond to differ materially from those expressed or implied in any forward-looking statements included in this report or otherwise made by our management: our ability to access adequate capital; the potential impact of natural disasters or national and international security concerns on us; risks related to the economic impact or the effect on the U.S. relating to instability and conflict in the Middle East or elsewhere; risks relating to the implementation of new management information systems; factors associated with our pursuit of strategic acquisitions; risks and uncertainties associated with assimilating acquired companies; risks associated with the loss of our key executives, changes in general economic and business conditions and in the specialty retail or sporting goods industry in particular; our ability to repay or make the cash payments under our senior convertible notes; changes in our business strategies; any factor described under Part II-Item 1A Risk Factors in our Form 10-QSB filings and other factors discussed in other reports or filings filed by us with the Securities and Exchange Commission.

In addition, we operate in a rapidly changing environment; therefore, new risk factors can arise, and it is not possible for management to predict all such risk factors, nor to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. We do not assume any obligation and do not intend to update any forward-looking statements except as may be required by securities laws.
 
11

 
Overview
 
We were organized on March 28, 2007 (Date of Inception) under the laws of the State of Nevada, as Basic Services, Inc. a wholly owned subsidiary of Eaton Laboratories, Inc., ("Eaton"), a Nevada corporation.
 
On March 30, 2007, Eaton entered into an Acquisition Agreement and Plan of Merger with Hydrogen Hybrid Technologies, Inc. ("HHT"), a privately-held Canadian corporation. Pursuant to the terms of the Agreement, HHT acquired Eaton, and Eaton agreed to spin off its wholly-owned subsidiary, Basic Services, Inc.
 
At the date of the spin-off, Eaton retained no ownership in Basic Services, Inc. Further, we are no longer a subsidiary of Eaton. At the time of spin off, all of the assets and liabilities of the pharmaceutical operations of Eaton Laboratories were transferred into Basic Services, Inc.

On August 13, 2007, we formed and spun-off our wholly-owned subsidiary, Generic Marketing Services, Inc. to our shareholders of record, in a one-for-one special stock dividend. As of the date of the spin-off, Generic Marketing Services, Inc. did not have any assets, liabilities or operations. Additionally, we did not retain any ownership in Generic Marketing Services, Inc.
 
Business of Registrant
 
Basic Services is a developmental stage company which held certain pharmaceutical operations and patents until October 26, 2007 when it distributed these rights to its shareholders. Concurrent with this distribution we entered into an agreement with LQD Adrenalina, LLC whereas we would issue 18,000,000 shares of our common stock for a 100% interest in LQD Adrenalina, LLC’s operations.
 
LQD Adrenalina, LLC operates a retail entertainment, media and publishing company that is focused on the nature and wellness lifestyle surrounding outdoor, adventure and extreme sports. LQD Adrenalina, LLC operates one store that opened during 2006 and has plans to open a second store in the current year and expand five to seven new stores during 2008.

Based on this change in our operations our new business strategy will be to provide our retail customers with an extensive selection of high quality, brand name merchandise at competitive prices with a high level of customer service.
 
Basic has experienced operating losses, of $2,177 since inception on March 28, 2007 through the period ended September, 2007. These financial statements have been prepared assuming that we will continue to operate as a going concern which contemplates the realization of assets and the settlement of liabilities in the normal course of business. No adjustment has been made to the recorded amount of assets or the recorded amount or classification of liabilities which would be required if the Company were unable to continue its operations.
 
 
The discussion and analysis of our financial condition and results of operations are based upon our condensed financial statements, which have been prepared by us in accordance with accounting principles generally accepted in the United States of America. The presentation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosure of contingent assets and liabilities. Our estimates include those related to revenue recognition, the valuation of deferred tax assets and liabilities, and contingent liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.
 
12


General

Accounting Items

Results of Operations
 
During the five month period ended September, 2007, we have not generated any revenues and incurred a net loss of $1,852. These expenses represented general and administrative expenses. Since our inception, on March 28, 2007, we have not generated any revenues and incurred a net lost $2,177. Currently our Management is paying current expenses as a reduction in their subscription note. Our Management plans to continue repaying their note to the Company or additionally fund operations over the next twelve months.
 
Plan of Operation
 
Management does not believe that the Company will be able to generate any significant profit during the coming year. Management additionally believes developmental and marketing costs will exceed any anticipated revenues for the coming year.
 
As of September 30, 2007 we considered ourselves a developmental stage company which held certain pharmaceutical operations and patents. On October 26, 2007 we distributed all of our pharmaceutical operations to our shareholders. Concurrent with this distribution we entered into an agreement with LQD Adrenalina, LLC where we issued 18,000,000 shares of our common stock for a 100% interest in LQD Adrenalina, LLC’s operations.
 
LQD Adrenalina, LLC operates a retail entertainment, media and publishing company that is focused on the nature and wellness lifestyle surrounding outdoor, adventure and extreme sports. Currently, LQD Adrenalina, LLC operates one store that opened during 2006 and has plans to open a second store in the current year and expand five to seven new stores during 2008.
 
 
Liquidity and Capital Resources
 
As of September, 2007, the Company has 10,873,750 shares of common stock issued and outstanding.
 
Our Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it will need to find additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all.
 
As a result of our Company's current limited available cash, no officer or director received compensation through the year-end ended April 30, 2007 and through the five months ending September, 2007. Additionally, our officers or directors did not receive stock options or other non-cash compensation since the Company's inception through September, 2007. The Company has no employment agreements in place with its officers. Nor does the Company owe its officers any accrued compensation.
 
13


 
Basic Services, Inc. common stock is traded on the OTC-Bulletin Board under the symbol "BICV." To date, there has been no market for the BICV shares.
 
(a) There is currently no Common Stock which is subject to outstanding options or warrants to purchase, or securities convertible into, the Company's common stock.
 
(b) The Company did not repurchase any of its shares during the fiscal year covered by this report.
 
Dividends

Holders of common stock are entitled to receive such dividends as the board of directors may from time to time declare out of funds legally available for the payment of dividends. On August 13, 2007, we formed and spun-off our wholly-owned subsidiary, Generic Marketing Services, Inc. a Nevada corporation to its shareholders of record, in a one-for-one special stock dividend. Following the spin-off, we did not retain any ownership in Generic Marketing Services, Inc.
 
Item 3. Controls and Procedures
 
As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation, the principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There was no change in the Company's internal control over financial reporting during the Company's most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
 
There were no significant changes in internal controls or in other factors that could be reasonably likely to materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses in internal controls, during the period covered by this report.
 
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a controls 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.
 
These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
 
14

 
PART II OTHER INFORMATION
 
ITEM 1. Legal Proceedings
 

ITEM 1A. Risk Factors
 
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our SB-2 registration statement for the year ended April 30, 2007, as filed with the Securities and Exchange Commission on May 9, 2007, which could materially affect our business, financial condition, financial results or future performance. Reference is made to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Forward-Looking Statements” of this report which is incorporated herein by reference.
 
ITEM 2. Changes in Securities and Use of Proceeds
 
 
ITEM 3. Defaults upon Senior Securities
 
 
ITEM 4. Submission of Matters to a Vote of Security Holders
 
 
ITEM 5. Other Information
 
On August 13, 2007, record shareholders of Basic Services common stock were entitled to receive a special stock dividend of Generic Marketing Services, Inc., a Nevada corporation, a wholly owned subsidiary of Basic Services, Inc. This subsidiary was formed to focus on marketing pharmaceutical and over-the-counter products, as compared to developing products. This spin off will allow both companies to focus on their different business plans and not compete in accessing funding in capital markets.
 
Record shareholders will receive one (1) common share, par value $0.001, of Basic Services common stock for every share of Basic Services common stock owned. The Generic Marketing Services stock dividend is based on 10,873,750 shares of Basic Services, Inc. common stock that were issued and outstanding as of the record date.
 
 
ITEM 6. Exhibits and Reports on Form 8-K
 
a) Exhibits

Exhibit
 
Number
 Title of Document
31.1
 Certifications of the Chief Executive Officer pursuant to Section
 
 302 of the Sarbanes-Oxley Act of 2002.
   
31.2
 Certifications of the Chief Financial Officer pursuant to Section
 
 302 of the Sarbanes-Oxley Act of 2002.
   
32.1
 Certifications of Chief 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
 Certifications of Chief Financial Officer pursuant to 18 U.S.C.
 
 Section 1350 as adopted pursuant to Section 906 of the Sarbanes
 
 Oxley Act of 2002.

15

 
 
None filed during the quarter ended September, 2007.
 
c) Subsequent Reports on Form 8-K
 
The Company filed a Current Report dated August 7, 2007, pursuant to Item 8.01 ("Other Events") announcing the declaration of a special stock dividend through which Basic Services, Inc. will spin off its wholly-owned subsidiary, Generic Marketing Services, Inc.
 
SIGNATURES
 
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 hereunto duly authorized.
 
Basic Services, Inc.
 Registrant
 
     
  By:   /s/ Ilia Lekach
 

Name: Ilia Lekach
Title: CEO/Director
   
 Dated:
June 2, 2008
 
   
  By:   /s/ Jeffrey Geller
 

Name: Jeffrey Geller
Title: CFO/Director
   
 Dated:
June 2, 2008
 
16

 
EX-31.1 2 v116638_ex31-1.htm Unassociated Document
Exhibit 31.1 - Chief Executive Officer Certification (Section 302)
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
 
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
CERTIFICATION
 
I, Ilia Lekach, certify that:
 
1. I have reviewed this Quarterly report on Form 10-QSB of Basic Services, Inc.;
 
2. Based on my knowledge, this Quarterly 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 quarterly report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
 
4. The registrant's other certifying officers 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)) 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, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly 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
 
c) 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 Quarterly 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 to the audit committee of the registrant's board of directors (or persons fulfilling the equivalent function):
 
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.
 

Dated:
 June 2, 2008
By:
 /s/ Ilia Lekach
     
 Ilia Lekach
     
 CEO/Director
 
EX-31.2 3 v116638_ex31-2.htm Unassociated Document
Exhibit 31.2 - Chief Financial Office Certification (Section 302)
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER
 
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
CERTIFICATION
 
I, Jeffrey Geller, certify that:
 
1. I have reviewed this Quarterly report on Form 10-QSB of Basic Services, Inc.;
 
2. Based on my knowledge, this Quarterly 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 quarterly report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
 
4. The registrant's other certifying officers 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)) 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, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly 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
 
c) 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 Quarterly 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 to the audit committee of the registrant's board of directors (or persons fulfilling the equivalent function):
 
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.
 
Dated:
 June 2, 2008
By:
 /s/ Jeffrey Geller
     
 Jeffrey Geller
     
 CFO/Director
EX-32.1 4 v116638_ex32-1.htm Unassociated Document
Exhibit 32.1 - Chief Executive Officer Certification (Section 906)
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Basic Services, Inc. (the "Company") on Form 10-QSB for the period ending September, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Ilia Lekach, CEO of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
 
(1) The Report fully 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 result of operations of the Company.

 
By:
 /s/ Ilia Lekach
     
 Ilia Lekach
     
 CEO/Director

EX-32.2 5 v116638_ex32-2.htm Unassociated Document
Exhibit 32.2 - Chief Financial Officer Certification (Section 906)
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Basic Services, Inc. (the "Company") on Form 10-QSB for the period ending September, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Jeffrey Geller, CFO of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
 
(1) The Report fully 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 result of operations of the Company.
 
 
By:
 /s/ Jeffrey Geller
     
 Jeffrey Geller
     
 CFO/Director
 
Date June 2, 2008
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