10-Q 1 f131201010qfinal.htm FORM 10Q Coastline Corporate Services, Inc.

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x

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

For the quarterly period ended January 31, 2010

o

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

For the transition period from ______________ to ______________

 

Commission File Number 333-143752

[f131201010qfinal001.jpg]

COASTLINE CORPORATE SERVICES, INC.

(Exact name of issuer as specified in its charter)

Florida

 

20-5859893

(State of Incorporation)

 

(IRS Employer ID Number)

 

111 Second Avenue N.E.

Suite 900

St. Petersburg, Fl 33701

 

 

(Address of principal executive offices)

 

 


727-596-6095

(Issuer’s telephone number)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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.  See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

  Large accelerated filer o

 Non-accelerated filer o

 Accelerated filer o 

(do not check if smaller reporting company)

 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     No x

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of January 31, 2010:  792,999 shares of common stock.

TABLE OF CONTENTS



 


 

Part I

FINANCIAL INFORMATION

 

  Item 1

Unaudited financial statements

 3

  Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operation or Plan of Operation

 11

  Item 3

Quantitative and Qualitative Disclosures About Market Risk

 13

  Item 4T

Controls and Procedures

 13

Part II

OTHER INFORMATION

 

  Item 1

Legal Proceedings

 14

  Item 1A

Risk Factors

 14

  Item 2

Unregistered Sales of Equity Securities and Use of Proceeds.

14

  Item 3

Defaults Upon Senior Securities.

14

  Item 4

Submission of Matters to a Vote of Security Holders.

14

  Item 5

Other Information.

15

  Item 6

Exhibits

15

SIGNATURES

 

16

 



2




COASTLINE CORPORATE SERVICES, INC.


Balance Sheet


 

 

As of

 

 

January  31, 2010

(unaudited)

April 30, 2009

(audited)

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

Cash and Cash Equivalents

 $           153

 $          1,793

 

Accounts Receivable, less allowance for “doubtful” account

2,500

 1,300

 

Total Current Assets

2,653         

        3,093

 

 

 

 

Property and Equipment, net of accumulated depreciation

of $ 553 and $ 237, respectively


1,030


1,267

 

 

 

 

Total Assets:

 $          3,683

               $             4,360

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current Liabilities:

 

 

 

Loan Payable – Shareholder

6,800

$                       0

 

Total Current Liabilities

6,800

         0

 

 

 

 

Total Liabilities

6,800

                                       0

 

 

 

 

Stockholders' Equity:

 

 

 

Common Stock, par value $0.001, authorized 100,000,000 shares,

 

 

 

792,999 issued and outstanding  as of January 31, 2010 (unaudited) and April 30, 2009 (audited)


               793

          

                        793

 

Additional Paid in Capital

      66,857

      66,857

 

Accumulated Deficit

     (70,767)

          (63,290)

 

Total Stockholders' Equity

3,117

4,360

 

 

 

 

Total Liabilities and Stockholders' Equity

$          3,683

$            4,360

 




The accompanying notes are an integral part of these statements.








3



COASTLINE CORPORATE SERVICES, INC.


Statement of Operations



 

For the Three Months Ended January 31,

 

For the nine Months Ended January 31,

 

     2010

(unaudited)

  2009

(unaudited)

        2010

(unaudited)

  2009

(unaudited)

Revenue:

 

 

 

 

     Edgarization Fees

$       1,200

$          1,840

$       2,800

$            10,303

 

 

 

 

 

 Total Revenue

   1,200

            1,840

   2,800

           10,303

 

 

 

 

 

Expenses:

 

 

 

 

     Occupancy

165

               489

1,155

1,479

     Employee Compensation

0

       0

0

0

     General and Administrative

842

            1,010

2,885

4,851

     Professional Fees

1,000

            1,000

6,000

13,505

     Depreciation

79

        0

237

79

Total Expenses

2,086

             2,499

10,277

   19,914

 

 

 

 

 

Operation  (Loss)

  (886)

   (659)

  (7,477)

  (9,611)

 

 

 

 

 

Provision for Income Taxes

0

          0

                      0

0

 

 

 

 

 

Net  (Loss)

$  (886)

    $       (659)

$  (7,477)

$    (9,611)

 

 

 

 

 

Basic and Diluted (Loss) per Share

$     0.00

     $     0.00

$      (0.01)

$      (0.01)

 

 

 

 

 

Weighted Average Number of Shares

792,999

          792,999

792,999

792,999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


The accompanying notes are an integral part of these statements.



4



 



COASTLINE CORPORATE SERVICES, INC.


Statements of Cash Flow




 

                      For the Nine Months Ended January 31,

2010

(unaudited)

2009

(unaudited)

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

    Net (Loss)

$  (7,477)

$    (9,611)

 Adjustments to reconcile Net (Loss) to net cash used in operating activities:

 

 

     Depreciation

237

79

Changes in operating assets and liabilities:

 

 

     Decrease (Increase) in Accounts Receivable:

(1,200)

(2,905)

     Increase in Accounts/Loan Payable:

6,800

165

Total adjustments to net (loss)

5,837

(2,661)

Net Cash Flows (Used) in Operating Activities

     (1,640)

      (12,272)

 

 

 

 

 

 

Net (decrease) in cash

     (1,640)

      (12,272)

 

 

 

Cash - Beginning of Period

$    1,793

$   16,695

 

 

 

Cash – End of Period

$      153

$   4,423

 

 

 

 

 

 

 

 

 

Supplemental Disclosures:

 

 

     Interest Paid

   $              -

   $              -

     Income Taxes Paid

   $              -

   $              -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



The accompanying notes are an integral part of these statements.



5



COASTLINE CORPORATE SERVICES, INC.


Notes to Financial Statements

(unaudited)

January 31, 2010



1.

GENERAL ORGANIZATION AND BUSINESS


Coastline Corporate Services, Inc. (the Company) was incorporated under the laws of the State of Florida on October 27, 2006.  The Company operates on an April 30 fiscal year end.


The Company provides services to public companies requiring guidance and assistance in converting and filing their documents with the U.S. Securities and Exchange Commission (“SEC”).  The SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the SEC. Our primary emphasis is on converting a Company’s Word, WordPerfect or other type of word processed documents to ASCII, Legacy or HTML format suitable for filing with EDGAR.



2.

GOING CONCERN


The accompanying unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which assumes the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.

 As of January 31, 2010, the Company has $153 of cash with which to satisfy any future cash requirements. The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business.  There can be no assurance that the Company will be successful in raising such capital.  The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to provide services.  There may be other risks and circumstances that management may be unable to predict.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.


3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The significant accounting policies followed are:

The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.















6



COASTLINE CORPORATE SERVICES, INC.


Notes to Financial Statements

(unaudited)

January 31, 2010




4.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three month and nine month periods ended January 31, 2010 and 2009; (b) the financial position at January 31, 2010 and April 30, 2009, and (c) cash flows for the nine months ended January 31, 2010 and 2009 have been made.

The financial statement and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The accompanying unaudited financial statements should be read in conjunction with the financial statements for the years ended April 30, 2009 and 2008 and notes thereto in the Company’s annual report on Form 10-K for the year ended April 30, 2009, filed with the Securities and Exchange Commission. Operating results for the three months ended January 31, 2010 and 2009 are not necessarily indicative of the results that may be expected for the entire year.

The majority of cash is maintained with a major financial institution in the United States.  Deposits with this bank may exceed the amount of insurance provided on such deposits.  Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk.  The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.


Accounts receivable consist of charges for service provided to customers. The Company will recognize revenue when services have been provided and collection is reasonably assured.   An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Company’s customer credit worthiness, and current economic trends.  Receivables are determined to be past due, based on payment terms of original invoices.  The Company does not typically charge interest on past due receivables.

Property and equipment is stated at cost.  Depreciation is computed by the straight-line method over estimated useful lives (five years for property and equipment).   The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment exists at January 31, 2010.

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  We did not recognize any impairment losses for any periods presented.













7





COASTLINE CORPORATE SERVICES, INC.


Notes to Financial Statements

(unaudited)

January 31, 2010



5.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The costs of advertising are expensed as incurred.  There were 0 dollars in advertising expenses charged for the three months ending January 31, 2010 and 2009.

Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares plus the effect of the dilutive potential common shares outstanding during the period using the treasury stock method. There are no share equivalents for any periods presented and, thus, anti-dilution issues are not applicable.



6.

THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS



In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

Statement of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855), “Subsequent Events”, SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- a replacement of FASB Statement No. 162” were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
















8




COASTLINE CORPORATE SERVICES, INC.


Notes to Financial Statements

(unaudited)

January 31, 2010




7.

PROPERTY AND EQUIPMENT

Property and Equipment consists of: 

 

January 31, 2010 (unaudited)

 

 January 31, 2009 (unaudited)

Property and Equipment

1,584

 

1,584

Accumulated Depreciation

(553)

 

(237)

Property and Equipment, net

1,031

 

1,347

Depreciation of equipment was $79 and $79 for the three month period ended January 31, 2010 and 2009, respectively.


8.

PROVISION FOR INCOME TAXES


The Company has not recognized an income tax benefit for its operating losses generated since inception based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the years presented is offset by a valuation allowance established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.  

As of January 31, 2010, the Company incurred cumulative net operating losses of approximately $70,767 since inception.   Net operating losses generated begin to expire in the taxable year of 2027.


9.

STOCKHOLDERS’ EQUITY


The Company has 100,000,000 common shares authorized at a $0.001 par value per share and one class of blank-check preferred stock that can be issued at the discretion of the board of directors.  


On January 27, 2006 the Company issued 600,000 common shares at $0.01833 per share to its founder in exchange for the $11,000 cash paid by the founder for legal and other services on behalf of the company immediately prior to its incorporation, and issued 12,500 common shares for $2,500 cash in November 2006 to a non-affiliated investor.


In April 2007 the Company issued a total of 150,499 shares at $0.30 per share for total proceeds of $45,150.


In April 2007 the Company issued 30,000 shares to certain of its officers and directors for services valued at $9,000.


The Company has no potentially dilutive securities outstanding at the end of the statement periods, such as warrants or options.  


The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.



9




COASTLINE CORPORATE SERVICES, INC.


Notes to Financial Statements

(unaudited)

January 31, 2010



10.

EARNINGS PER SHARE


The  basic  earnings  (loss)  per  share  are  calculated  by  dividing  the  Company’s  net  income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year.  The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity.


The Company has no potentially dilutive securities outstanding at the end of the statement periods.  Therefore, the basic and diluted earnings (loss) per share are presented on the face of the statement of operations as the same number.


The  numerators  and  denominators  used  in  the  computations  of  basic  and  diluted  EPS  are presented in the following table for the years ended January 31:


 

2010

 

2009

Numerator for Basic and Diluted EPS

 

 

 

Net Income/(loss) to common shareholders

$(886)

 

$(659)

Denominators for Basic and Diluted EPS

 

 

 

Weighted average of shares outstanding

792,999

 

792,999

Earnings/(Loss) Per Share

 

 

 

Basic and Diluted

$(0.00)

 

$(0.00)




11.

COMMITMENTS AND CONTINGENCIES

The Company has had limited need for use of office space or equipment.  Any use of office space or equipment is being supplied through sublease of office space and charges are based on occupancy use at the fair value of the space occupied, currently valued at $165 per month.   This arrangement is on a month to month basis, cancellable upon 30 days notice.  Rent expense totaled $165 and $489 for the three month periods ended January 31, 2010 and 2009, respectively.

From time to time the Company may be a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.



12.

RELEATED PARTY

The Companies majority shareholder has loaned the company $6,800 to cover shortfalls due to lower sales. The loan is a short term noninterest bearing loan and payable on demand.









10





Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION OR PLAN OF OPERATION


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in the filing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

 Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.


This report includes a number of forward looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward looking statements, which apply only as of the date of this quarterly report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.


Overview


Coastline was previously a development stage company that was in the early stages of commercialization of providing EDGARizing services to corporations required to file periodic reports with the US Securities & Exchange Commission.  Since our inception in January 2006, we have: 1)  completed a private placement which has provided us with the necessary seed capital to begin operations, 2) filed and have had declared effective a registration statement with the SEC on form SB-2, 3) established commercial operations.  Since we have achieved our initial development and established a recurring base revenue stream, management considers that the company is no longer a development stage enterprise.


We anticipate that our business will incur operating losses in the future until that point in time, if ever, that our revenues from our Edgarization services exceeds our operation expenses.




11



Our existence is dependent upon managements’ ability to develop profitable operations.  While management anticipates Coastline will attain profitable status through the further development and expansion in the number of customers that utilize our services, there can be no assurances that we will ever reach profitability.



Revenues

For the three month periods ended January 31, 2010 and 2009 we had revenues from our operations of $1,200 and $1,840, respectively.   Revenues were derived from our EDGARizing services.  The decrease was the results of initial set up charges that were billed for the prior year.  There were no significant client additions that derived those fees in the current period.


Expenses


The major component of our expenses for the three month periods ended January 31, 2010 and 2009 were professional fees of $1,000 and $1,000, respectively.  The decrease in expenses was primarily from accounting fees associated with our audits in 2009 that have not been performed for fiscal year 2010.  General and Administrative expenses were $842 and 1,010 for the three month periods ended January 31, 2010 and 2009, respectively.  Employee Compensation and Payroll Taxes were $0 and $0; and occupancy (rent) was $164and $489 for the three month periods ended January 31, 2010 and 2009, respectively.


Net Losses


Our net income/loss for the three month period ended January 31, 2010 and 2009 was $(886) and $(659), respectively.  The losses were primarily due to legal fees associated with our June 2007 registration statement, director fees, auditor fees, employee compensation, and general and administrative expenses.  We expect to continue to incur losses from our operations until such time, if ever, that we begin to successfully generate sufficient revenues to cover our operating expenses.


Liquidity and Capital Resources


As of January 31, 2010 we had cash and cash equivalents of $153.  While we have begun commercial operations we do not believe that the revenues from our operations will be sufficient to cover our operating expenses during the next twelve months, and we believe we will likely incur additional losses during the next twelve months.  While we expect to incur losses during the next twelve months, we believe that we have sufficient working capital to sustain our operating expenses and any losses.


We estimate that our expenses over the next twelve months will be approximately $17,000, as follows:


$  5,000 in selling, general and administrative expenses;

$  5,000 in employee compensation and payroll taxes;

$  5,000 in auditing and accounting fees; and

$  2,000 in occupancy and miscellaneous fees.


We anticipate that our revenues will cover a majority of the expenses, however, we do not anticipate that our revenues will increase to off-set any operating expense above and beyond our current run rate.  Additionally, we do not expect to incur the same rate of legal and audit expense associated with the initial registration.  We do not anticipate that there will be need to raise any additional capital over the next twelve months.


Our independent registered public accountants stated in their report that the “Company has not established operating revenues sufficient to cover its operating expenses  which raise substantial doubt about its ability to continue as a going concern”.


Subsequent Events

None


Recent Accounting Pronouncements

The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2009. The corporation has carefully considered the new pronouncements that altered generally accepted accounting principles.  The Company's notes to the financial statement (unaudited) have addressed the recent pronouncements and have disclosed the material impact, if any, on the corporation’s reported financial position or operations in the near term.



12




Critical Accounting Policies

The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three month and nine month periods ended January 31, 2010 and 2009; (b) the financial position at January 31, 2010 and April 30, 2009, and (c) cash flows for the nine months ended January 31, 2010 and 2009 have been made.

The financial statement and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The accompanying unaudited financial statements should be read in conjunction with the financial statements for the years ended April 30, 2010 and 2009 and notes thereto in the Company’s annual report on Form 10-K for the year ended April 30, 2010, filed with the Securities and Exchange Commission. Operating results for the three months ended January 31, 2010 and 2009 are not necessarily indicative of the results that may be expected for the entire year.



Off-Balance Sheet Arrangements

 We have no off-balance sheet arrangements.


ITEM 3

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

We are exposed to various market risks, primarily changes that effect small registrants in the capital markets.   

The Company does not have exposure to many market risks, such as potential loss arising from adverse change in market rates and prices, such as foreign currency exchange and interest rates.  We do not hold any derivatives or other financial instruments for trading or speculative purposes.


ITEM 4

 CONTROL AND PROCEDURES

Evaluation of disclosure controls and procedures

 Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of January 31, 2010. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as of the end of such periods are not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure

The company has limited financial resources. As a result, a material weakness in financial reporting currently exists.

A material weakness is a deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) auditing standard 5) or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.  Management has determined that a material weakness exists due to a lack of segregation of duties, resulting from the Company's limited resources.

The Company’s management, including the President (Principal Executive Officer) confirm that there was no change in the Company’s internal control over financial reporting during the quarter ended January 31, 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.



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PART II - OTHER INFORMATION


ITEM 1

LEGAL PROCEEDING

We are not engaged in any litigation, and we are unaware of any claims or complaints that could result in future litigation.  We will seek to minimize disputes with our customers but recognize the inevitability of legal action in today’s business environment as an unfortunate price of conducting business.


ITEM 1A

RISK FACTORS

We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays that we may encounter because we are a small business. As a result, we may not be profitable and we may not be able to generate sufficient revenue to develop as we have planned.

Our ability to achieve and maintain profitability and positive cash flow will be dependent upon:


·

Management’s ability to maintain the skills for our conversion services;

·

The Company’s ability to keep abreast of the changes by the Securities and Exchange Commission regarding its EDGAR system;

·

Our ability to attract customers who require the services we offer; and

·

Our ability to generate revenues through the sale of our services to potential clients who need our filing services.


Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues to cover our expenses.  We cannot be sure that we will be successful in generating revenues in the future.  Failure to generate sufficient revenues will cause us to go out of business and any investment in our Company would be lost.

Managing a small public company involves a high degree of risk. Few small public companies ever reach market stability and we will be subject to oversight from governing bodies and regulations that will be costly to meet.  Our present officers and directors do not have any experience in managing a fully reporting public company so we may be forced to obtain outside consultants to assist with our meeting these requirements.  These outside consultants are expensive and can have a direct impact on our ability to be profitable. This will make an investment in our Company a highly speculative and risky investment.

While the Company is attempting to disclose all of the potential risks associated with an investment in the Company, there can be no assurance that all of the risks are visible to management.  Events occurring in the future may be additional risks to an investment in the Company which are currently unforeseen.

 

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  

No securities were issued in the current three month period ended January 31, 2010.   All unregistered sales of equity securities have been disclosed in the Company's 10-K filing, as of April 30, 2009.


ITEM 3

DEFAULTS UPON SENIOR SECURITIES 

None


ITEM 4

SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS 

No matter was submitted during the quarter ending January 31, 2010, covered by this report to a vote of our shareholders, through the solicitation of proxies or otherwise.






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ITEM 5

OTHER INFORMATION

None



ITEM 6

EXHIBITS, FINANCIAL STATEMENT SCHEDULES


The following exhibits are included with this quarterly statement filing.



Exhibit

Number

 

Description

3.1

*

Articles of Incorporation

3.2

*

Bylaws

16

**

Change in auditor

31.1

 

Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

 

Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32

 

Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement, filed under SEC File Number 333-143752, at the SEC website at www.sec.gov:    

*Filed on June 14, 2007 as Exhibit 3.1 to the registrant's Registration Statement on Form SB-2 (File No. 333-143752) and incorporated herein by reference.

** Filed on October 7, 2008 as Exhibit 16 to the registrant's current report on Form 8-K and incorporated herein by reference.




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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.



March 15, 2010                                               Coastline Corporate Services, Inc., Registrant


By:

/s/ Toni A. Eldred

Toni A. Eldred, Director, President,

Treasurer, Principal Executive Officer, and

Principal Financial Officer






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