10QSB 1 inetq2.htm JUNE 30, 2007 ARDMORE HOLDING CORP June 30, 2007 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549



FORM 10-QSB


(Mark One)


S       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

           ACT OF 1934


               For the quarterly period ended June 30, 2007


£       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


           For the transition period from ____________ to ____________


Commission file number 0-23806



Ardmore Holding Corporation

(Exact name of small business issuer as specified in its charter)


Delaware

87-0046720

(State or other jurisdiction of

(IRS Employer

incorporation or organization)

Identification No.)


1608 W. 2225 S. Woods Cross, UT 84087

(Address of principal executive offices)


(801) 295-3400

(Issuer's telephone number)


         Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 S No £ .


Indicate by check mark whether the Issuer is a shell company (as defined by Rule 12b-2 of the Exchange Act)  Yes S    No £

                                       

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


         Check whether the registrant filed all documents and reports required to be  filed  by  Section  l2,  13 or  15(d)  of  the  Exchange  Act  after  the distribution of securities under a plan confirmed by a court. Yes £  No £


APPLICABLE ONLY TO CORPORATE ISSUERS


         State the number of shares outstanding of each of the issuer's classes of common equity, as of June 30, 2007:  1,000,198 shares of common stock.


Transitional Small Business Disclosure Format (Check one):  Yes £  No S







PART I. Financial Information


ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America has been condensed or omitted, the Registrant believes that the disclosures are adequate to make the information presented not misleading. These reports and filings attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects.


The unaudited condensed consolidated financial statements included herein reflect all adjustments, consisting only of normal recurring items, which, in the opinion of management, are necessary to present a fair statement of the results for the interim periods presented.


The results for interim periods are not necessarily indicative of trends or results to be expected for a full year.






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Ardmore Holding Corporation

Condensed Consolidated Balance Sheet

(Unaudited)



 

 

June 30,

2007

 

December 31, 2006

ASSETS

 

 

 

 


  Current Assets:

 

 

 

 

    Cash and cash equivalents

$

                23

$

               38

 

 

 

 

 

TOTAL ASSETS

$

             23

$

              38


LIABILITIES & CAPITAL DEFICIT

 

 

 

 

 

 

 

 

 

  Current Liabilities:

 

 

 

 

    Accounts Payable    

$

           46,460

$

               28,103

    Accrued compensation and related taxes

 

           10,000

 

               10,000

    Advances from stockholders

 

           22,500

 

               22,500

  Total Current Liabilities

 

         78,960

 

             60,603


Deficit

 

 

 

 

  Common stock, $.001 par value - 100,000,000 authorized;

     1,000,198 issued and outstanding at June 30, 2007,

     50,000,000 issued and outstanding at December 31, 2006

 

              1,000

 

               50,000

  Preferred stock, $.001 par value - 10,000,000 authorized;

     No shares issued and outstanding

 

               -

 

               -

  Additional paid-in capital

 

    12,905,210

 

        12,843,710

  Deficit

 

 (12,985,147)

 

      (12,954,275)

Total Capital Deficit

 

     (78,937)

 

           (60,565)

 

 

 

 

 

TOTAL LIABILITIES & CAPITAL DEFICIT

$

             23

$

               38



See accompanying summary of accounting policies and notes to condensed consolidated financial statements.



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Ardmore Holding Corporation

Condensed Consolidated Statements of Operations

(Unaudited)




 

Three months ended

June 30,

Six months ended

 June 30,

 

 

2007

2006

2007

2006

 

 

 

 

 

 

 Revenues

 

$      -

$       2,405

$     -

$     12,720


 Cost of Revenues

 

-

   5,461

-

18,107

 

 

 

 

 

 

    Gross Loss

 

-

(3,056)

-

 (5,387)

 

 

 

 

 

 

 Selling, General and Administrative Expenses

 

28,336

4,054

30,872

         4,522

 

 

 

 

 

 

 Loss from Operations

 

(28,336)

(7,110)

(30,872)

(9,909)

 

 

 

 

 

 

 Interest Expense, net of interest income

 

-

            (714)

       -

 (1,428)

 

 

 

 

 

 

 Net Loss

 

$     (28,336)

$       (7,824)

$   (30,872)

$    (11,337)

 

 

 

 

 

                

 

 

 

 

 

 

 Net Loss per Share Basic and Diluted

 

$               -

$              -

$               -

$              -

 

 

 

 

 

 

 Average Number of Basic Common Shares

     Outstanding

 

408,375

35,070,509

329,188

35,070,509

 

 

 

 

 

 

 Average Number of Diluted Common Shares

     Outstanding

 

408,375

35,070,509

329,188

35,070,509



See accompanying summary of accounting policies and notes to condensed consolidated financial statements.



4





Ardmore Holding Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)



 

 

For the Six Months Ended June 30,

 

 

2007

2006

OPERATING ACTIVITIES:

 

 

 

  Net loss

 

$     (30,872)

$        (11,337)

  Changes in assets and liabilities:

 

 

 

     Trade receivables

 

-

8,119

     Accounts payable and accruals

 

18,357

2,567

 

 

 

 

Cash Used in Operating Activities

 

(12,515)

(651)

 

FINANCING ACTIVITIES:

 

 

 

     Proceeds from issuance of Common Stock

 

12,500

-

 

 

 

 

Cash Provided by Financing Activities

 

12,500

-

 

 

 

 

Decrease in Cash

 

(15)

(651)

 

 

 

 

Cash, beginning of period

 

38

1,656

 

 

 

 

Cash, end of period

 

$        23

$          1,005



See accompanying summary of accounting policies and notes to condensed consolidated financial statements.




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Ardmore Holding Corporation


Summary of Accounting Policies (Unaudited)


Basis of Presentation


The condensed consolidated financial statements include the accounts of the Company, Ardmore Holding Corporation (a Delaware corporation), and its wholly owned subsidiary, Ardmore Holding Corporation (a Michigan corporation), and its wholly owned subsidiary, Stek, Ltd. (a Caymanian Corporation).  Stek, Ltd., was formed to receive and hold shares of SEGOES, Ltd. (a privately held Caymanian corporation).  These shares were earned for the successful completion of the development, installation, and operation of the SEGOES web site, an Internet-based offshore asset management and trading system.


Cash and Cash Equivalents


For purposes of the Statements of Cash Flows, the Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.


Accounts Receivable


Accounts receivable are customer obligations due under normal trade terms. The Company’s management continually evaluates customers’ financial condition and credit worthiness. All receivables are deemed collectible and no allowance for doubtful accounts has been established. No receivables existed as of June 30, 2007 and December 31, 2006.


Developed Computer Software


Software development costs and certain product enhancements, when significant, are capitalized subsequent to the establishment of technological feasibility for the product and prior to the product’s general release to customers.


Costs incurred prior to technological feasibility or subsequent to the product’s general release to customers, as well as selling, general, and administrative costs associated with the products, are expensed as incurred.


Revenue Recognition


Revenues for the sale of the Company’s Internet products are recognized when the customer has accepted the product.  The Company records its revenues from consulting contracts on a monthly basis, as amounts are invoiced for time and expenses incurred.


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 and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


Fair Value of Financial Instruments  


The Company’s financial instruments consist of cash, receivables, notes payable and accounts payable.  Due to the short-term nature of the items, management estimates that carrying amounts of the Company’s financial instruments approximate their fair values at June 30, 2007.


See accompanying notes to condensed consolidated financial statements.



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Ardmore Holding Corporation


Notes to Consolidated Financial Statements (Unaudited)


Note 1 - Business


The Company operated in one segment consisting of software development and Internet consulting services.  The Company did not operate based upon product lines but as one business unit.   As of September 30, 2006 the Company discontinued its business operations.


Note 2 – Short-Term Advances from Stockholders


Advances from stockholders consist of the following:


 

 

June 30,

 

December 31,

 

 

2007

 

2006

 

 

 

 

 

Non-interest bearing notes payable to stockholders,

 

 

 

 

due on demand

$

13,500

$

13,500

 

Non-interest bearing notes payable to stockholders,

 

 

 

 

due currently, secured by all the Company’s assets

9,000

9,000

Total

$

22,500

$

22,500








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Ardmore Holding Corporation


Notes to Consolidated Financial Statements (Unaudited)


Note 3 – Taxes on Income


Income taxes are calculated using the liability method.


Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.


As of June 30, 2007 and December 31, 2006, the Company had net operating loss carryforwards of approximately $7,559,000 and $7,528,000 available to reduce future taxable income. These carryforwards expire from 2027.


The net operating loss carryforward requires the Company to record a deferred tax asset of $3,000,000. Management has elected to record a valuation allowance for the entire balance of the deferred tax asset due to the uncertainty of its future realization.



Note 4 - Employee Benefit Plan


The Company had a profit sharing and defined contribution pension plan covering substantially all employees.  Under the plan, employees could make tax deferred voluntary contributions which, at the discretion of the Company’s Board of Directors, could be matched within certain limits by the Company.  In addition, the Company could make additional discretionary contributions to the plan as profit sharing contributions.  All contributions to the plan were limited by applicable Internal Revenue Code regulations. The plan was terminated in September 2006.



Note 5 – Loss Per Share


A reconciliation of shares used in calculating basic and diluted loss per share, after the effect of the 200 to 1 reverse stock split in 2007 are as follows:


Quarter ended June 30,

 

2007

 

2006

 

 

 

 

 

Basic

 

408,375

 

35,070,509

 

 

 

 

 

Diluted

 

408,375

 

35,070,509








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Ardmore Holding Corporation


Notes to Consolidated Financial Statements (Unaudited)


Note 6 – Continued Existence


The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has suffered recurring losses from operations, has a significant working capital deficit, and requires additional capital to continue its product development.

During the period ended December 31, 2006, the Company accepted an offer from Tryant, LLC for the acquisition of the Company.

The Company's management decided to wind up all business operations related to the former products sold by I/NET. As a courtesy to its former customers who were still using I/NET's software products, the Company has contracted with a former employee to provide ongoing software support. As this subcontractor has been compensated for providing support services, he agreed to assume full responsibility for the support obligations. With this transfer of obligation the Company has no other obligations to provide future services. The Company paid approximately $17,000 to the subcontractor during 2006 and has no additional required payments.





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Item 2.   Management's Discussion and Analysis or Plan of Operation.          


For the six months ended June 30, 2007 and 2006



Revenue for the six months ended June 30, 2007 decreased by $12,720 (100%) to zero, when compared to the same period in 2006. See additional discussion in the Plan of Operation.

The cost of revenue for the six months ended June 30, 2007 decreased by $18,107 (100%) to zero, when compared to the same period in 2006.

General and administrative expenses for the six months ended June 30, 2007 increased by $26,350 (582%) to $30,872 as compared to the same period in 2006, mainly due to professional fees.

Net Loss for the six months ended June 30, 2007 increased by $19,535 (172%) to $(30,872) as compared to the same period in 2006.

For the three months ended June 30, 2007 and 2006



Revenue for the three months ended June 30, 2007 decreased by $2,405 (100%) to zero, when compared to the same period in 2006. See additional discussion in the Plan of Operation.

The cost of revenue for the three months ended June 30, 2007 decreased by $5,461 (100%) to zero, when compared to the same period in 2006.

General and administrative expenses for the three months ended June 30, 2007 increased by $24,282(598%) to $28,336 as compared to the same period in 2006, mainly due to professional fees.

Net Loss for the three months ended June 30, 2007 increased by $21,226 (298%) to $(28,336) as compared to the same period in 2006.

Financial Condition

The Company had cash on hand of $23.

As of June 30, 2007, the Company's working capital deficit was $78,937, as compared to a deficit of $60,565 at December 31, 2006.

To meet its working capital needs, the Company will rely on advances from shareholders or equity investments from new or existing shareholders.

Further, management will attempt to raise capital for its current operational needs through loans from related parties, debt financing, equity financing or a combination of financing options. However, there are no existing understandings, commitments or agreements for extension of outstanding notes or an infusion of capital, and there are no assurances to that effect. Moreover, the Company's need for capital may change dramatically if and during that period, it acquires an interest in a business opportunity. Unless the Company can obtain additional financing, its ability to continue as a going concern is doubtful.


Plan of Operation

The Company's plan is to seek a business venture in which to participate. The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgment. There is no assurance that the Company will be able to identify and acquire any business opportunity that will ultimately prove to be beneficial to the Company and its shareholders.

The Company is pursuing its search for a business opportunity primarily through its officers and directors, although other sources, such as professional advisors, securities broker-dealers, venture capitalists, members of the financial community, and others, may present unsolicited proposals.

The activities of the Company are subject to several significant risks that arise primarily as a result of the fact that the Company has no specific business and may acquire or participate in a business opportunity based on the decision of management which will, in all probability, act without the consent, vote, or approval of the Company's shareholders. A description of the manner in which the Company will pursue the search for and participation in a business venture is described above.

Although the Company has no operations, it does incur expenses in connection with complying with reporting requirements under the Securities Exchange Act of 1934.

The Company does not expect to generate any meaningful revenue unless and until it acquires an interest in an operating business. At that time, the Company will evaluate the need to hire additional employees.




Item 3.   Controls and Procedures.


As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our President and Treasurer, of the effectiveness of our disclosure controls and procedures.  Based on this evaluation, our President and Treasurer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic Securities and Exchange Commission reports.  It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.  In addition, we reviewed our internal controls over financial reporting, and there have been no changes in our internal controls or in other factors in the last fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.                                               



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PART II - OTHER INFORMATION     


Item 1.   Legal Proceedings.                                                    

                                           

    None; not applicable.                                       


Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.          


     On June 25, 2007, the Company issued 750,000 shares of Common Stock to Tryant, LLC for $12,500. Tryant, LLC has been paying the ongoing expenses of the Company.


Item 3.   Defaults Upon Senior Securities.                                      

                      

    None; not applicable.                                       


Item 4.   Submission of Matters to a Vote of Security Holders.                  


     On April 15, 2007, the Board of Directors of Ardmore Holding Corporation, unanimously approved amendments to the Company's Certificate of Incorporation to (i) effect a reverse stock split whereby all outstanding shares of the Company's $.001 par value common stock ("Common Stock") will be reverse split on a 1-for-200 share basis; (ii) increase the authorized capital so that the Company is authorized to issue one hundred million (100,000,000) shares of $0.001 par value of Common Stock and ten million (10,000,000) shares of $0.001 par value of preferred stock, which preferred stock is issuable in such series and designations as may be authorized by the Company's board of directors; and (iii) change the name of the Company to Ardmore Holding Corporation. On April 16, 2007, these amendments were approved by holders of a majority of the Common Stock. There were not then and are not now any shares of preferred stock authorized, issued or outstanding. The amendments to the Company's Certificate of Incorporation were effective June 11, 2007.


Item 5.   Other Information.                                                    


    None; not applicable.                                       


Item 6.   Exhibits and Reports on Form 10-Q.                                     


31.1

Certification  by CEO pursuant to 18 USC Section 1350

 

as adopted by Section 302 of the  Sarbanes-Oxley  Act of 2002.

 

 

31.2

Certification  by CFO pursuant to 18 USC Section 1350

 

as adopted by Section 302 of the  Sarbanes-Oxley  Act of 2002.

 

 

32.1

Certification  by CEO pursuant to 18 USC Section 1350

 

as adopted by Section 906 of the  Sarbanes-Oxley  Act of 2002.

 

 

32.2

Certification  by CFO pursuant to 18 USC Section 1350

 

as adopted by Section 906 of the  Sarbanes-Oxley  Act of 2002.



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.


Ardmore Holding Corporation



Date:  August 8, 2007

                                   

/s/ Jeff D. Jenson                  

                                                                     

Jeff D. Jenson

                                   

President and CEO


Date:  August 8, 2007

                                  

/s/  Alex Ferries                    

                                   

Alex Ferries

                                   

Secretary/Treasurer




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