arte_10q.htm

10-Q 1 arte_10q.htm QUARTERLY REPORT arte_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2012

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

For the transition period from ___________ to ___________

Commission File Number: 000-54678

ARTEMIS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)


Delaware		46-0678065
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

897 Fording Island Road, #411 Bluffton, SC 29910
(Address of principal executive offices)

(315) 652-2274
(Registrant's telephone number, including area code)

__________________________________________

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ 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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 313,390,000 shares of common stock as of October 26, 2012.

ARTEMIS ACQUISITION CORP.

(A Development Stage Company)

Quarterly Report On Form 10-Q

For The Quarterly Period Ended

September 30, 2012

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements		3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		11
Item 4.	Controls and Procedures		11

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		12
Item 3.	Defaults Upon Senior Securities		12
Item 5.	Other Information		12
Item 6.	Exhibits		12

ITEM 1. FINANCIAL STATEMENTS

The following unaudited interim financial statements of Artemis Acquisition Corp. (sometimes referred to as "we", "us" or "our Company") are included in this quarterly report on Form 10-Q:


	Page
Balance Sheet at September 30, 2012 (unaudited)		4

Statement of Operations and Retained Earnings for the three months ended September 30, 2012 and since inception (unaudited)		5

Statements of Cash Flows for the period from January 31, 2012 (date of inception) to September 30, 2012 (unaudited)		6

Notes to Financial Statements		7

ARTEMIS ACQUISITION CORPORATION

(A Development Stage Company)

BALANCE SHEET

SEPTEMBER 30, 2012

(UNAUDITED)

Assets

Current assets:
Cash and cash equivalents	$	94,248

Total current assets		94,248

Due from affiliate - Note 4		255,991

Total assets	$	350,239

Liabilities and Stockholders' Equity

Advance from stockholder - Note 3	$	9,300

Total long-term liabilities		9,300

Stockholders' equity - Note 2:
Preferred stock, $.0001 par value - 20,000,000 shares
authorized; none issued and outstanding		-
Common stock, $.0001 par value - 500,000,000 shares
authorized; 313,390,000 shares issued and outstanding as of
September 30, 2012		31,339
Additional paid in capital		330,550
Stock subscription receivable		(2,500	)
Deficit accumulated during the development stage		(18,450	)

Total stockholders' equity		340,939

Total liabilities and stockholders' equity	$	350,239

The accompanying notes are an integral part of these financial statements.

ARTEMIS ACQUISITION CORPORATION

(A Development Stage Company)

STATEMENT OF OPERATIONS AND RETAINED EARNINGS

	(UNAUDITED)			(UNAUDITED)
	June 30, 2012			January 1, 2010 (date
	through			of inception) through
	September 30, 2012			September 30, 2012

Revenue:	$	-		$	-



General and administrative expenses:
Organization and related expenses		15,311			18,450

Total expenses		15,311			18,450

Net loss	$	(15,311	)	$	(18,450	)

Basic loss per share		(0.0001	)		(0.0003	)

Weighted average number of common shares outstanding		108,509,565			60,587,531

The accompanying notes are an integral part of these financial statements.

ARTEMIS ACQUISITION CORPORATION

(A Development Stage Company)

STATEMENT OF CASH FLOWS

(UNAUDITED)

FOR THE PERIOD FROM JANUARY 31, 2012 (date of inception) TO SEPTEMBER 30, 2012

Increase (decrease) in cash and cash equivalents

Cash flows from operating activities:
Cash paid to suppliers	$	(18,450	)

Net cash used for operating activities		(18,450	)

Cash flows from investing activities:
Cash advance to affiliate		(255,991	)

Net cash used for investing activities		(255,991	)

Cash flows from financing activities:
Advances from stockholder		9,300
Cash received from stock subscriptions		359,389

Net cash provided by financing activities		368,689

Net increase in cash and cash equivalents		94,248

Cash and cash equivalents, January 31, 2012 at inception		-

Cash and cash equivalents, end of period	$	94,248

Reconciliation of change in net assets to net cash used for operating activities

Net loss	$	(18,450	)

Net cash used for operating activities	$	(18,450	)

The accompanying notes are an integral part of these financial statements.

ARTEMIS ACQUISITION CORPORATION

(A Development Stage Company)

Notes to Financial Statements

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 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 of America for complete financial statements. In the opinion of management, quarterly results include all adjustments (consisting of only normal recurring adjustments) that the Company considers necessary for a fair presentation of such information for interim periods.

Artemis Acquisition Corporation (the “Company”) has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a Development Stage Company. The Company is in the process of searching for target companies to acquire. The Company’s financial statements are prepared using the accrual method of accounting.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires 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. Estimates also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

Basic Earnings (Loss) Per Share

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the Company’s operating loss.

Stock-based Compensation

The Company recognizes the services received or goods acquired in a share-based payment transaction as services are received or when it obtains the goods as an increase in equity or a liability, depending on whether the instruments granted satisfy the equity or liability classification criteria.

A share-based payment transaction with employees is measured based on the fair value (or, in some cases, a calculated or intrinsic value) of the equity instrument issued. If the fair value of goods or services received in a share-based payment with non-employees is more reliably measurable than the fair value of the equity instrument issued, the fair value of the goods or services received shall be used to measure the transaction. Conversely, if the fair value of the equity instruments issued in a share-based payment transaction with non-employees is more reliably measurable than the fair value of the consideration received, the transaction is measured at the fair value of the equity instruments issued.

Income Taxes

Income taxes are provided for by the liability method. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting as well as net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. There were no current or deferred income tax expenses or benefits due to the Company not having any material operations for the period ended September 30, 2012.

Recently Adopted Accounting Guidance

In the normal course of business, Management evaluates all new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), Securities and Exchange Commission (“SEC”), Emerging Issues Task Force (“EITF”), American Institute of Certified Public Accountants (“AICPA”) or other authoritative accounting body to determine the potential impact they may have on our Financial Statements. Based upon this review, Management does not expect any of the recently issued accounting pronouncements which have not already been adopted by the Company to have a material impact on our Financial Statements.

2. Stockholder’s Equity

Upon formation, the Board of Directors issued 31,390,000 shares of common stock to the founding shareholder in exchange for incorporation fees of $89, annual resident agent fees in the State of Delaware for $50, and developing the Company’s business concept and plan valued at $3,000 to a total sum of $3,139.

The stockholders’ equity section of the Company contains the following classes of capital stock as of September 30, 2012:

●	Common stock, $ 0.0001 par value: 500,000,000 shares authorized; 313,390,000 shares issued and outstanding

●	Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; no shares issued and outstanding

Activity in the Company’s common stock is shown below:

			Common		Additional
	Common		Stock		Paid-In
	Stock		Amount		Capital

Balance at January 31, 2012 (date of inception)		-	$	-	$	-

Shares issued for services at $.0001 per share		31,390,000		3,139		-

Shares issued at $0.00125 per share		72,000,000		7,200		82,800

Shares issued at $0.0075 per share		1,000,000		100		7,400

Shares issued at $0.00125 per share		209,000,000		20,900		240,350

Balance at September 30, 2012		313,390,000	$	31,339	$	330,550

3. Advance from Stockholder

Amounts were advanced to the Company from a stockholder to provide working capital. The advance is non-interest bearing and has no established repayment terms.

4. Due from Affiliate

This amount represents advances to and expenses paid on behalf of an affiliated company that is related by common ownership.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Certain statements in this quarterly report on Form 10-Q concerning our business prospects or future financial performance, anticipated revenues, expenses, profitability or other financial items, estimates as to size, growth in or projected revenues from the life settlement market, developments in industry regulations and the application of such regulations, expected outcomes of pending or potential litigation and regulatory actions, and our strategies, plans and objectives, together with other statements that are not historical facts, are “forward-looking statements” as that term is defined under the federal securities laws. All of these forward-looking statements are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. You should carefully review the risks described herein and in other documents we file from time to time with the Securities and Exchange Commission, (“ SEC ”), including our Registration Statement on Form 10, filed on April 30, 2012 (“Fiscal 2011 ”) and our Current Report on Form 8-K, filed on August 20, 2012 (“Form 8-K”).

Unless required by law, we undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Report or to reflect the occurrence of unanticipated events. Shareholders and potential shareholders should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this Report. Management cautions that these statements are qualified by their terms and/or important factors, many of which are outside of our control, and involve a number of risks, uncertainties and other factors that could cause actual results and events to differ materially from the statements made, including, but not limited to, the following:

● actual or anticipated fluctuations in our quarterly and annual operating results;

● decreased demand resulting from changes in laws;

● loss of any of our key executives;

● regulatory announcements, proceedings or changes;

● competitive product developments and legal developments;

● any business combination we may propose or complete;

● any financing transactions we may propose or complete; or

● broader industry and market trends unrelated to its performance.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

Results of Operations

On August 2, 2012 Artemis Acquisition Corp a shell corporation entered into a. purchase agreement for $59,990.00 selling 31,076,100 common shares $.0001 par value to Pete Iodice becoming 99% owner. The 1% remains with William Tay incorporator of the shell corporation.

At September 30, 2012 the company had cash of $94,248.00 remaining balance after Stock subscriptions have been sold of $359,389.00 and advance from shareholder of $9300.00. The decrease in the cash balance is attributed to the loss from operations and the cash advance to affiliate. The $255,991.00 represents advances to and expenses paid on behalf of an affiliated company that is related by common ownership.

At September 30, 2012 the company had working capital of $94,248.00.

For the nine months ended September 30, 2012, the company’s net cash used in operations was $18,450.00. The cash used in operations for the nine months ended September 30, 2012 was primarily a result of the net loss.

The company’s net cash used in investing activities of $255,991.00 during the third quarter of the year was attributable to the cash advance to and expenses paid on behalf of an affliated company that is related by common ownership.

For the quarter ended September 30, 2012 the company’s net cash provided by financing activities was $386,389.00 consisting of cash from stock subscriptions in the amount of $359,389.00 and advance from shareholder of $9300.00

Limited Operating History

We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

Capital Liquidity and Resource

We will continue to raise equity capital by continued sale of stock and or seek financing to provide funds for expansion and growth affording us the means to acquire businesses.

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires 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.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Income Taxes

The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

Accounting guidance now codified as FASB ASC Topic 740-20, “Income Taxes – Intraperiod Tax Allocation,” clarifies the accounting for uncertainties in income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing guidance for the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. FASB ASC Topic 740-20 requires that any liability created for unrecognized tax benefits is disclosed. The application of FASB ASC Topic 740-20 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.

Off-Balance Sheet Arrangements

We did not engage in any off-balance sheet arrangements or transactions.

Outlook

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

ITEM 4. CONTROLS AND PROCEDURES. 

Disclosure Controls and Procedures. With the participation of our Chief Executive Officer and Chief Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), as of the end of the period covered by this report. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such periods, our disclosure controls and procedures were not effective due to the material weaknesses noted below, in ensuring that (i) information required to be disclosed by us in the reports that 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 (ii) 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 and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

●	Due to the small size of its staff, the Company did not have sufficient segregation of duties to support its internal control over financial reporting.

There were no changes in our internal controls over financial reporting during the quarter ended September 30, 2012, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not engaged in any legal proceedings.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During quarterly period 9/30/12, the Company has issued 281,000,000 shares of restricted common stock at $0.00125 per share and received proceeds of $351,250.

During quarterly period 9/30/12, the Company has issued 1,000,000 shares of restricted common stock at $0.0075 per share and received proceeds of $7,500.00.

The Company claimed an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for the private placement of these securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the Investor was an “accredited investor” and/or qualified institutional buyers, the Investor had access to information about the Company and its investment, the Investor took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

The Company currently does not have senior securities

ITEM 5. OTHER INFORMATION.

ITEM 6. EXHIBITS.


Exhibit Number		Description
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act .

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.


	ARTEMIS ACQUISITION CORP.

	By: /s/ Salvadore J. Julian
	Salvadore J. Julian Chief Financial Officer (Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Capacity in which signed	Date

/s/ Peter Iodice
Peter Iodice	President and Chief Executive Officer (Principal Executive Officer )	November 2, 2012