SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2012
☐ 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: 333-174240
Development Capital Group, Inc.
(Exact name of Registrant as specified in its charter)
6029 Paseo Acampo Carlsbad, California 92009
(Address of principal executive offices)
(Registrant’s telephone number)
(Former name, former address and former fiscal year, 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 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of December 31, 2012 there were 12,328,000 shares of common stock, par value $0.001 per share outstanding.
TABLE OF CONTENTS
DEVELOPMENT CAPITAL GROUP, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF BUSINESS
Development Capital Group, Inc. (the “Company”) was incorporated under the laws of the State of Florida on September 27, 2010. The Company provides transportation and logistics services for a wide range of manufacturing, industrial and retail costumers. The Company is a development-stage enterprise company and its planned principal activities are to provide freight, logistics, truckload and other services for investors and truck owners.
As a development-stage enterprise, the Company had limited operating revenues through December 31, 2012. Recorded revenues were generated from the service and commissions earned through contracted freight services. The Company is currently devoting substantially all of its present efforts to securing and establishing a new business.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from these estimates.
The Company recognizes revenue when it is realized or realizable and earned. Revenue is considered realized and earned when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; fees to the customer are fixed or determinable; and collection of the resulting receivable is reasonably assured.
The Company considers all highly liquid instruments purchased with maturity of three months or less from the time of purchase to be cash equivalents.
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and tax basis of assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settle. Deferred taxes are also recognized for operating losses that are available to offset future taxable income and tax credits that are available to offset future taxable income and tax credits that are available to offset future federal income taxes.
The Company will review its long-lived assets and certain identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, management will perform an analysis of the anticipated undiscounted future net cash flow of the individual assets over the remaining amortization period. The Company will recognized an impairment loss if the carrying value of the asset exceeds the expected future cash flows.
Revenue from inception to December 31, 2012 is $340,825.
NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash and cash equivalents approximate their fair values due to their short-term nature.
NOTE 4 - CONCENTRATION OF CREDIT RISK
The Company maintains cash balances at a financial institution in Florida. The balance, at any given time, may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits of $250,000 per institution. The Company’s cash balances at December 31, 2012 were within FDIC insured limits.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of its business. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any other pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.
NOTE 6 - STOCKHOLDERS’ EQUITY
From the Company’s inception on September 27, 2010 through December 31, 2012, the Company has issued 12, 328,000 shares of common stock with a $0.001 par value, inclusive of 9,000,000 shares issued to the Company founders and 1,120,000 shares isued to third parties for services. The financial statements include total stockholder equity $128.00.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
As used in this Form 10-Q, references to the Company,” “we,” “our” or “us” refer to Development Capital Group, Inc. a Florida Corporation unless the context otherwise indicates.
The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s 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 these forward-looking statements.
For a description of such risks and uncertainties, refer to Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 29, 2011, and declared effective on September 2, 2011. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States,we do not intend to update any of the forward-looking statements to conform these statements to actual results.
We are a liaison between our customers who are in need of transportation services for their cargo and transportation needs and providers who will deliver our customers’ cargo. We match our customers with transportation providers who provide shipping by truckload and less than truckload within the United States based upon delivery requirements, transportation routes, type of shipment, equipment requirements, shipment size and price. Our prices are determined on a shipment-by-shipment basis to accommodate our customers’ needs based on the transportation provider selection, size and type of shipment, distance and route. We do not own transportation vehicles or equipment used to transport freight, including trucks and trailers.
Results of Operations For the Nine months ending December 31, 2012 compared to the Nine months ending December 31, 2011.
Since our September 27, 2010 inception through December 31, 2012, we generated revenues $340,825. We generated revenues for the nine month period ending December 31, 2012 of $64,320 and $208,775 for the nine month periods ending December 31, 2011.
Total operating expenses
During the nine month periods ending December 31, 2012 and December 31, 2011, total operating expenses were $82,729 and $168,316. From our September 27, 2010 inception through December 31, 2012, our operating expenses were $355,999 include share-based compensation $31,900. We decreased the general and administrative expenses for nine month ended December 31, 2012 to $10,348. In a previous year 2011 for the same period these expenses were $17,447. Also we decreased our compensation expense from $ 134,972 for the 9 month 2011 to $ 66,540 for the 9 month 2012. Since our inception through December 31, 2012 our compensation expense was $287,012.
During the nine month periods ending December 31, 2012 we had a lost $18,409 and December 31, 2011 we had profit $40,459.
Going Concern Consideration
Our auditor's report consolidated financial statements for third quarter ending December 31, 2012 expressed an opinion that our capital resources were insufficient to sustain operations. Our last nine months reflect net loss and our capital resources are reduced.
Liquidity and Capital Resources
As of December 31, 2012 and December 31, 2011, we had cash of $128 and $57,489 respectively. Cash provided by financing activities for the nine month periods ending December 31, 2012 and December 31, 2011.
Off Balance Sheet Arrangements
We do not have any 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 investors.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
As of the end of the period covered by this Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
Changes in Internal Control Over Financial Reporting.
There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 240.15d-15 that occurred during the Company’s last fiscal quarter that has materially affected, or is reasonable likely to materially affect, the Company internal control over financial reporting.
Item 1. Legal Proceedings.
There are no pending legal proceedings in which we are a party or in which any of our directors, officers or affiliates, any owner of record or beneficiary of more than 5% of any class of our voting securities is a party adverse to us or has a material interest adverse to us. Our property is not the subject of any pending legal proceedings.
Item 1A. Risk Factors
Because we are classified as a Smaller Reporting Company under the federal securities laws, we are not required to include risk factors in this Form 10-Q; however, please note risk factors included in our S-1 Registration Statement.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
We did not issue unregistered securities during the quarter ending December 31, 2012.
Purchases of equity securities by the issuer and affiliated purchasers
During the quarter ending December 31, 2012, there were no purchases of equity securities by us or affiliated purchasers.
Use of Proceeds
Item 3. Defaults Upon Senior Securities.
We have no senior securities outstanding.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
Item 6. Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.