UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 31, 2012
. TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 333-176048
BAHAMAS CONCIERGE, INC.
![[f10q113012_10q001.jpg]](f10q113012_10q001.jpg)
(Exact name of registrant as specified in its charter)
Nevada |
| 90-0724671 |
(State of incorporation) |
| (I.R.S. Employer Identification No.) |
Olde Town Mall
11148 Sandyport
Nassau, Bahamas
(Address of principal executive offices)
Phone: (242) 433-9156
(Registrant’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 of 1934 during the preceding 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 X . No .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes X . No .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | . (Do not check if a 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 X . No .
As of January 22, 2013, there were 5,062,500 shares of the registrant’s $.001 par value Common Stock issued and outstanding.
BAHAMAS CONCIERGE, INC.*
TABLE OF CONTENTS
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PART I. | FINANCIAL INFORMATION |
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ITEM 1. | FINANCIAL STATEMENTS | 3 |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 8 |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 13 |
ITEM 4. | CONTROLS AND PROCEDURES | 14 |
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PART II. | OTHER INFORMATION |
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ITEM 1. | LEGAL PROCEEDINGS | 15 |
ITEM 1A. | RISK FACTORS | 15 |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 15 |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 15 |
ITEM 4. | MINE SAFETY DISCLOSURES | 15 |
ITEM 5. | OTHER INFORMATION | 15 |
ITEM 6. | EXHIBITS | 16 |
Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Bahamas Concierge, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "BCI" refers to Bahamas Concierge, Inc.
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PART I - FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
Bahamas Concierge, Inc.
(A Development Stage Company)
Condensed Financial Statements
For the Periods Ended November 30, 2012 and 2011
(unaudited)
Condensed Balance Sheets | 4 |
Condensed Statements of Operations | 5 |
Condensed Statements of Cash Flows | 6 |
Notes to the Condensed Financial Statements | 7 |
3
Bahamas Concierge, Inc.
(A Development Stage Company)
Condensed Balance Sheets
(Expressed in US dollars)
| November 30, 2012 $ | May 31, 2012 $ |
| (unaudited) |
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ASSETS |
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Cash | 31,113 | 2,536 |
Prepaid expenses and deposits | – | 4,000 |
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Total Assets | 31,113 | 6,536 |
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LIABILITIES |
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Current Liabilities |
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Accounts payable and accrued liabilities | 58,774 | 42,535 |
Notes payable | 87,500 | 87,500 |
Due to related parties | 686 | 1,750 |
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Total Liabilities | 146,960 | 131,785 |
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STOCKHOLDERS’ DEFICIT |
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Preferred Stock Authorized: 10,000,000 preferred shares with a par value of $0.001 per share Issued and outstanding: nil preferred shares |
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– | – | |
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Common Stock Authorized: 290,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 5,062,500 and 4,500,000 common shares, respectively |
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5,063 | 4,500 | |
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Additional paid-in capital | 39,937 | (4,500) |
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Accumulated deficit during the development stage | (160,847) | (125,249) |
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Total Stockholders’ Deficit | (115,847) | (125,249) |
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Total Liabilities and Stockholders’ Deficit | 31,113 | 6,536 |
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(The accompanying notes are an integral part of these condensed financial statements)
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Bahamas Concierge, Inc.
(A Development Stage Company)
Condensed Statements of Operations
(Expressed in US dollars)
(unaudited)
| For the three months ended November 30, 2012 $ | For the three months ended November 30, 2011 $ | For the six months ended November 30, 2012 $ | For the six months ended November 30, 2011 $ | Accumulated from May 2, 2011 (date of inception) to November 30, 2012 $ |
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Revenues | – | – | – | – | – |
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Operating Expenses |
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General and administrative | 3,349 | 3,559 | 4,711 | 7,507 | 25,560 |
Management fees | 3,000 | 3,000 | 6,000 | 6,000 | 19,000 |
Professional fees | 8,250 | 6,500 | 20,500 | 25,750 | 106,750 |
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Total Operating Expenses | 14,599 | 13,059 | 31,211 | 39,257 | 151,310 |
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Loss From Operations | (14,599) | (13,059) | (31,211) | (39,257) | (151,310) |
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Other Income (Expense) |
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Gain on forgiveness of liabilities | – | – | – | – | 750 |
Interest expense | (2,182) | (1,432) | (4,387) | (2,276) | (10,287) |
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Total other income (expense) | (2,182) | (1,432) | (4,387) | (2,276) | (9,537) |
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Net Loss | (16,781) | (14,491) | (35,598) | (41,533) | (160,847) |
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Net Loss per Share – Basic and Diluted | (0.00) | (0.00) | (0.01) | (0.01) |
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Weighted Average Shares Outstanding – Basic and Diluted | 4,728,709 | 4,500,000 | 4,613,730 | 4,500,000 |
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(The accompanying notes are an integral part of these condensed financial statements)
5
Bahamas Concierge, Inc.
(A Development Stage Company)
Condensed Statements of Cashflows
(Expressed in US dollars)
(unaudited)
| For the six months ended November 30, 2012 $ | For the six months ended November 30, 2011 $ | Accumulated from May 2, 2011 (date of inception) to November 30, 2012 $ |
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Operating Activities |
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Net loss for the period | (35,598) | (41,533) | (160,847) |
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Items not affecting cash: |
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Gain on forgiveness of liabilities | – | – | (750) |
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Changes in operating assets and liabilities: |
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Prepaid expenses | 4,000 | – | – |
Accounts payable and accrued liabilities | 16,239 | 5,276 | 59,524 |
Due to related parties | (1,064) | – | 686 |
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Net Cash Used In Operating Activities | (16,423) | (36,257) | (101,387) |
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Financing Activities |
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Proceeds from note payable | – | 45,000 | 87,500 |
Proceeds from issuance of common stock | 45,000 | – | 45,000 |
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Net Cash Provided by Financing Activities | 45,000 | 45,000 | 132,500 |
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Increase in Cash | 28,577 | 8,743 | 31,113 |
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Cash – Beginning of Period | 2,536 | 823 | – |
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Cash – End of Period | 31,113 | 9,566 | 31,113 |
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Supplemental Disclosures |
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Interest paid | – | – | – |
Income tax paid | – | – | – |
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Non-cash investing and financing activities |
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Shares issued to founders | – | – | 4,500 |
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(The accompanying notes are an integral part of these condensed financial statements)
6
Bahamas Concierge, Inc.
(A Development Stage Company)
Notes to the Condensed Financial Statements
(Expressed in US dollars)
(unaudited)
1.
Nature of Operations and Continuance of Business
Bahamas Concierge, Inc. (the “Company”) was incorporated in the State of Nevada on May 2, 2011. The Company is a development stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities.
Going Concern
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of November 30, 2012, the Company has not recognized any revenue, and has a working capital deficit of $115,847 and an accumulated deficit of $160,847. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2.
Summary of Significant Accounting Policies
a)
Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is May 31.
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at November 30, 2012, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s May 31, 2012 audited financial statements.
b)
Use of Estimates
The preparation of financial statements in conformity with US GAAP 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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
c)
Cash and cash equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
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Bahamas Concierge, Inc.
(A Development Stage Company)
Notes to the Condensed Financial Statements
(Expressed in US dollars)
(unaudited)
2.
Summary of Significant Accounting Policies (continued)
d)
Interim Financial Statements
These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
e)
Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at November 30, 2012, the Company did not have any potentially dilutive shares.
f)
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3.
Notes Payable
a)
On May 3, 2011, the Company issued a $17,500 note to a non-related party. Under the terms of the note, the amount is unsecured, due interest at 10% per annum, and due on demand. As at November 30, 2012, the Company recorded accrued interest of $2,766 (May 31, 2012 - $1,889), which has been recorded as accrued liabilities.
b)
On July 1, 2011, the Company issued a $5,000 note to a non-related party. Under the terms of the note, the amount is unsecured, due interest at 10% per annum, and due on demand. As at November 30, 2012, the Company recorded accrued interest of $711 (May 31, 2012 - $460), which has been recorded as accrued liabilities.
c)
On July 5, 2011, the Company issued a $20,000 note to a non-related party. Under the terms of the note, the amount is unsecured, due interest at 10% per annum, and due on demand. As at November 30, 2012, the Company recorded accrued interest of $2,822 (May 31, 2012 - $1,819), which has been recorded as accrued liabilities.
d)
On October 24, 2011, the Company issued a $20,000 note to a non-related party. Under the terms of the note, the amount is unsecured, due interest at 10% per annum, and due on demand. As at November 30, 2012, the Company recorded accrued interest of $2,378 (May 31, 2012 - $1,376), which has been recorded as accrued liabilities.
e)
On April 10, 2012, the Company issued a $25,000 note to a non-related party. Under the terms of the note, the amount is unsecured, due interest at 10% per annum, and due on demand. As at November 30, the Company recorded accrued interest of $1,610 (May 31, 2012 - $356), which has been recorded as accrued liabilities.
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Bahamas Concierge, Inc.
(A Development Stage Company)
Notes to the Condensed Financial Statements
(Expressed in US dollars)
(unaudited)
4.
Related Party Transactions
a)
During the period ended November 30, 2012, the Company incurred management fees of $6,000 (November 30, 2011 - $6,000) to the President and Director of the Company.
b)
As at November 30, 2012, the Company has prepaid management fees of $nil (May 31, 2012 - $4,000) to the President and Director of the Company.
c)
As at November 30, 2012, the Company owes $686 (May 31, 2012 - $1,750) to the President and Director of the Company for payment of general expenses. The amount owing is unsecured, non-interest bearing, and due on demand.
5.
Common Shares
On October 25, 2012, the Company issued 562,500 common shares at $0.08 per share to non-related parties for proceeds of $45,000.
6.
Subsequent Events
We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
Company Overview
Bahamas Concierge, Inc. was in incorporated in the state of Nevada on May 2, 2011. Headquartered in Nassau, Bahamas, we plan on becoming a full-service concierge company for the Bahamas. We intend to offer a wide array of concierge services to our clients, thereby hoping to reach a wider range of clients. Initially, we intend to market our services to the following three sectors: (i) tourists, (ii) business travelers, and (iii) local island residents. We will offer different pricing structures for each of the sectors, and we will focus on marketing different services to each sector as we believe their requests and needs will be different. We intend to charge a monthly subscription price for the local island residents and long-term tourists using our services, and charge business travelers and short-term vacationers on a per-transaction basis.
As requests for concierge services become more popular, our goal is to become a leading provider of concierge services. We would like to highlight everything that the Bahamas has to offer, whether offering our services to local permanent residents or visitors that are only in town for a couple of days. We believe that the key factors that will enable us to effectively grow in the concierge industry will be our intended competitive pricing on services offered, our customer service, our marketing strategies and the training and quality control of all future employees that may represent our Company. We believe that the first year of our operations will be devoted to the further development of our business and to the sale and marketing of our services, including researching and establishing a network of vendors, designing and developing our website, and advertising our services in order to reach our target market.
We intend to develop a relationship with third-party vendors in the Bahamas in order to assist and facilitate in providing our services. As a result, our prices will be affected by the prices our vendors charge us. Clients will book various services through us, and once a client uses a third party vendor for any service we offer, we receive a fee for referring that client. We will structure our pricing so that we will negotiate deals with the third party vendors in order to offer to our subscription clients. Local island residents and long-term tourists can pay a monthly subscription price which will give them: (i) access to our exclusive pricing deals pre-negotiated with the vendors, (ii) an absence of extra surcharges that some vendors may charge to other clients, and (iii) a one-stop place where they can schedule all of their travel and/or daily needs without making multiple phone calls or visiting multiple locations. Once we have generated substantial revenues, we may decide to pre-purchase service packages up front to be offered to our clients; however, we have no such present intention to do so.
Mission
Our mission is to offer our concierge services in such a way that exceeds every customer’s expectations. By treating every client with the utmost level of respect and catering to all of their needs, we hope to form a relationship with our clients whereby they consider our services a necessity rather than a luxury. It is our belief that by forming these relationships, we will retain a loyal clientele base, ensuring not only repeat clients, but also receiving word of mouth referrals throughout the Bahamas and via Internet reviews.
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Current Operations
Since inception, our operations have consisted of the organization of our business and the formulation of a business model based upon the services we plan to offer. To date, we have conducted market research to determine whether our business plan can become a viable and profitable business as we move forward. We have incorporated Bahamas Concierge, Inc. under the laws of the State of Nevada, and written an extensive business plan in which we have mapped out all of the services that we will offer our clients. In order to market our concierge services, we need to decide which particular services our Company will provide to our clients; including, but not limited to, travel arrangements, party planning, cleaning services, shopping, business services, running errands and reservations. The full scope of the services we intend to offer is mapped out in our ‘Products and Services’ section herein. In this early development stage, we have also begun initial talks with vendors in order to provide our clients with exceptional service. Additionally, we have purchased a website domain, and we have begun the design and development of our website, which we will use to brand our Company and inform potential clients of our services.
Plan of Operations
The first step in providing our concierge services to the general public is our networking. Our sole officer and director, Mr. Dave Williams, has done extensive research to come up with a list of services that he feels the Company will be able to offer; however, currently there have been no agreements or arrangements with third party vendors to allow us to provide the services that we offer. Within 2-4 months after we obtain a Notice of Effectiveness of this Offering, Mr. Williams intends to spend a significant portion of his time seeking out relevant vendors to create a network of affiliates and partnerships, who will provide the services that we are offering our clients. Although initially, Mr. Williams will be the first point of contact, it will be our network of vendors that will represent our Company on a day-to-day basis. As we will be using the third party vendors for a majority of the services we offer, Mr. Williams intends to make sure that the Company is using the right vendors for each job.
We may face obstacles when creating a network of third-party vendors as some vendors, especially, hotels and resorts may already offer their own concierge services, and upon initiating our operations, we will be competing with the foregoing. Additionally, some vendors may have exclusive commitments with other parties, which may prevent us from offering that particular vendor’s services to a client. We intend to differentiate ourselves by offering a much more personalized service. We intend to act as a personal concierge or executive assistant throughout the duration of a trip or as often as needed for local clients. We hope that third party vendors will want to affiliate with us because of the clients we will bring to them.
We feel that by developing excellent customer service and a strong network of local vendors, we will begin branding our Company in such a way that our clients understand that we are more than simply a service provider. They will come to realize that without us their vacation, business trip or otherwise will seem lackluster. Accordingly, it is important that we brand our Company in a way that reflects the Company in a positive and accurate way. Thus, we intend to brand our Company in a way that exudes elegance and quality. Once the branding of our Company is complete, we will then start marketing our services throughout the Bahamas and on the Internet. The marketing of our Company will be the most important step in generating revenue.
RESULTS OF OPERATIONS
Working Capital
| November 30, 2012 $ | May 31, 2012 $ |
Current Assets | 31,113 | 6,536 |
Current Liabilities | 146,960 | 131,785 |
Working Capital (Deficit) | (115,847) | (125,249) |
Cash Flows
| Six months ended November 30, 2012 $ | Six months ended November 30, 2011 $ |
Cash Flows from (used in) Operating Activities | (16,423) | (36,257) |
Cash Flows from (used in) Financing Activities | 45,000 | 45,000 |
Net Increase (decrease) in Cash During Period | 28,577 | 8,743 |
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Operating Revenues
From our inception on May 2, 2011 to November 30, 2012, we did not have any operating revenues.
Operating Expenses and Net Loss
During the six months ended November 30, 2012, the Company incurred operating expenses of $31,211 compared with $39,257 for the six months ended November 30, 2011. The decrease in operating expenses were attributed to $5,250 decrease in professional fees for lower legal costs as the Company incurred more expenditures in the prior year for the SEC registration process, and $2,796 decrease in general and administrative expenses as the Company had limited cash flow to incur day-to-day operating expenditures.
For the six months ended November 30, 2012, the Company incurred a net loss of $35,598 or $0.01 loss per share compared with a net loss of $41,533 or $0.01 loss per share for the six months ended November 30, 2011. In addition to operating expenses, the Company incurred interest expense of $4,387 related to the $87,500 of outstanding notes payable, which are unsecured, bears interest at 10% per annum, and is due on demand.
Liquidity and Capital Resources
At November 30, 2012, the Company had a cash balance and total assets of $31,113 compared with cash of $2,536 and total assets of $6,536 as at May 31, 2012. The increase in cash and total assets were attributed to receipt of $45,000 in proceeds from the issuance of common stock, of which a portion of the proceeds raised remained unused.
As at November 30, 2012, the Company had total liabilities of $146,960 compared with $131,785 as at May 31, 2012. The increase was attributed to an increase of $16,239 in accounts payable and accrued liabilities as the Company had not settled all outstanding liabilities, including accrued interest on its notes payable.
As at November 30, 2012, the Company had a working capital deficit of $115,847 compared with a working capital deficit of $125,249 as at May 31, 2012. The decrease in working capital deficit was attributed to proceeds raised from financing activities which have not been spent.
Cashflow from Operating Activities
During the six months ended November 30, 2012, the Company used $16,423 of cash for operating activities compared with the use of $36,257 during the six months ended November 30, 2011. The decrease in the use of cash for operating activities was due to the fact that the Company only had limited amounts of cash during the current period.
Cashflow from Financing Activities
During the six months ended November 30, 2012, the Company received $45,000 from the issuance of common stock at $0.08 per share compared with the receipt of $45,000 from the issuance of a note payable during the comparative period ended November 30, 2011.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
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Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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ITEM 4.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of November 31, 2012, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A.
RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
1.
Quarterly Issuances:
During the quarter, we did not issue any unregistered securities other than as previously disclosed.
2.
Subsequent Issuances:
Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.
MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5.
OTHER INFORMATION
None.
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ITEM 6.
EXHIBITS
Exhibit Number | Description of Exhibit | Filing |
3.01 | Articles of Incorporation | Filed with the SEC on August 4, 2011 as part of our Registration Statement on Form S-1. |
3.02 | Bylaws | Filed with the SEC on August 4, 2011 as part of our Registration Statement on Form S-1. |
10.01 | Management Agreement between the Company and David Williams Dated May 1, 2011 | Filed with the SEC on August 4, 2011 as part of our Registration Statement on Form S-1. |
10.02 | Promissory Note between the Company and Clear View Capital Dated May 3, 2011 | Filed with the SEC on August 4, 2011 as part of our Registration Statement on Form S-1. |
10.03 | Promissory Note between the Company and Clear View Capital Dated October 12, 2011 | Filed with the SEC on November 4, 2011 as part of our Quarterly Report on Form 10-Q. |
10.04 | Promissory Note between the Company and Clear View Capital Dated October 12, 2011 | Filed with the SEC on November 4, 2011 as part of our Quarterly Report on Form 10-Q. |
10.05 | Promissory Note between the Company and Clear View Capital Dated October 26, 2011 | Filed with the SEC on November 4, 2011 as part of our Quarterly Report on Form 10-Q. |
14.01 | Code of Ethics | Filed with the SEC on August 4, 2011 as part of our Registration Statement on Form S-1. |
31.01 | Certification of Principal Executive Officer Pursuant to Rule 13a-14 | Filed herewith. |
31.02 | Certification of Principal Financial Officer Pursuant to Rule 13a-14 | Filed herewith. |
32.01 | CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | Filed herewith. |
101.INS* | XBRL Instance Document | Filed herewith. |
101.SCH* | XBRL Taxonomy Extension Schema Document | Filed herewith. |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith. |
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | Filed herewith. |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith. |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith. |
*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| BAHAMAS CONCIERGE, INC. |
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|
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Dated: January 21, 2013 |
| /s/ David Williams |
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| By: DAVID WILLIAMS |
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| Its: President and CEO |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
Dated: January 21, 2013 | /s/ David Williams |
| By: David Williams Its: Director |
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