SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Commission File Number: 333-182199
Energizer Tennis, Inc.
(Exact name of registrant as specified in its charter)
(Former name or former address, if changed since last report)
Indicate by check mark whether the issuer (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. [X] Yes [ ] 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). [X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated file, 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ). [X] Yes [ ] No
As of March 1, 2013, there were 2,000,000 shares of the issuers $.001 par value common stock issued and outstanding.
TABLE OF CONTENTS
NOTE 1 BACKGROUND INFORMATION
Organization and Business
Energizer Tennis Inc. was incorporated on June 16, 2011 in the State of Nevada for the purpose of developing, producing and selling instructional tennis videos to the global tennis community. The videos are available to view or download online, either via our website or via iTunes where our apps are available. Consumers can pay for an annual online subscription to the website which gives access to instructional videos and a host of expert tennis advice. Additionally, per download charges allow consumers to purchase our apps online. Our target market varies from beginners to individuals who compete regularly including all tennis enthusiasts wanting to improve any aspect of their game.
Development stage company
The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.
The Company has elected April 30 as its fiscal year end.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation and use of estimates
The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.
Interim Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended April 30, 2012 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the SEC).
The results of operations for the nine month period ended January 31, 2013 are not necessarily indicative of the results for the full fiscal year ending April 30, 2013.
Earnings (Loss) Per Share
Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares. The Company has issued options to several investors, upon their purchase of shares. Options, whose strike price is less than the current market value, are considered common stock equivalents and are included in dilutive earnings per share.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents were $1,763 and $2,223 at January 31, 2013 and April 3, 2012, respectively.
Fair Value of Financial Instruments
The Companys balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entitys own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Companys notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.
The Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Companys financial statements.
As of January 31, 2013 the Company held no inventory.
The Company is in the development stage and has yet to realize significant revenues from planned operations. It plans to realize revenues from the sale of instructional tennis videos. The Company follows FASB ASC 605 Revenue Recognition and recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:
persuasive evidence of an arrangement exists;
the product has been shipped or the services have been rendered to the customer;
the sales price is fixed or determinable; and,
collectability is reasonably assured.
Major revenue activities are expected to be generated from the sale of instructional tennis videos, providing professional tennis coaching, providing access to online player management tools including tournament program scheduling, nutrition programs, injury prevention booklets, arranging tennis holidays, sale of company branded merchandise.
The Company accounts for income taxes under FASB ASC 740 Income Taxes. Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.
A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Property and equipment is stated at cost. Depreciation is computed by the straight-line method over estimated useful lives (3-7 years). Intellectual property assets are stated at their fair value acquisition cost. Amortization of intellectual property assets is calculated by the straight line method over their estimated useful lives (15 years). Historical costs are reviewed and evaluated for the net realizable value of the assets. The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of long-lived assets existed at January 31, 2013.
Long-lived assets such as property and equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.
The Companys functional currency is the United States Dollar (USD) and its reporting currency is also the USD. Foreign currency transactions are primarily undertaken in the British Pound (GBP).
The financial statements of the Company are translated to USD in accordance with ASC 830, Foreign Currency Translation Matters. Assets and liabilities are translated at the current exchange rate prevailing at the balance sheet date. Equity accounts are translated at historical amounts. Revenues and expenses are translated using average rates during the year. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in Stockholders Equity.
The company had no stock-based compensation plans or stock issuances for services during the period ended January 31, 2013.
Commitments and Contingencies
The Company follows FASB ASC 450-20 to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments nor contingencies as of January 31, 2013 and April 30, 2012.
The Company follows FASB ASC 850-10 for the identification of related parties and disclosure of related party transactions.
The company incurs no shipping costs as products and services are web-based and sales are completed on line.
NOTE 3 GOING CONCERN
The Companys financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. As a result the Company has a net loss, negative operating cash flow, and an accumulated deficit. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
Managements plan to obtain such resources for the Company include, obtaining loans from management and significant stockholders sufficient to meet its minimal operating expenses. Additionally, management hopes to raise equity funding However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In January 2013, the FASB issued ASU 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This newly issued accounting standard clarifies that the scope of ASU 2011-11 applies to derivatives, including bifurcated embedded derivatives, repurchase agreements, and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset or subject to an enforceable master netting arrangement or similar agreement. This ASU is required to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. As this accounting standard only requires enhanced disclosure, the adoption of this standard is not expected to impact our financial position or results of operations.
In July 2012, the FASB issued ASU 2012-02, Intangibles Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This newly issued accounting standard simplifies how an entity tests indefinite-lived intangible assets by permitting an entity to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test. The more likely than not threshold is defined as having a likelihood of more than 50 percent. This ASU is effective for annual and interim impairment tests for fiscal years beginning after September 15, 2012. As the objective is to reduce the cost and complexity of impairment testing, adoption of this standard did not impact our financial position or results of operations.
In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets
and Liabilities (ASU 2011-11). This newly issued accounting standard requires an entity to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions executed under a master netting or similar arrangement and was issued to enable users of financial statements to understand the effects or potential effects of those arrangements on its financial position. This ASU is required to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. As this accounting standard only requires enhanced disclosure, the adoption of this standard is not expected to impact our financial position or results of operations.
In December 2011, the FASB issued ASU No. 2011-10, Derecognition of in Substance Real Estate a Scope Clarification, which amends ASC Topic 360, Property, Plant and Equipment. ASU No. 2011-10 states that when an investor ceases to have a controlling financial interest in an entity that is in-substance real estate as a result of a default on the entitys nonrecourse debt, the investor should apply the guidance under ASC Subtopic 360-20, Property, Plant and Equipment Real Estate Sales (formerly FAS 66) to determine whether to derecognize the entitys assets (including real estate) and liabilities (including the nonrecourse debt). The changes to the ASC as a result of this update are effective prospectively for deconsolidation events occurring during fiscal years, and interim periods within those years, beginning on or after June 1, 2012. Adoption of this guidance did not impact our financial position or results of operations.
In September 2011, the FASB issued ASU No. 2011-08, Intangibles-Goodwill and Other (ASC Topic 350) Testing Goodwill for Impairment. ASU No. 2011-08 amends the impairment test for goodwill by allowing companies to first assess qualitative factors to determine if it is more likely than not that goodwill might be impaired and whether it is necessary to perform the current two-step goodwill impairment test. The changes to the ASC as a result of this update are effective prospectively for interim and annual periods beginning after December 15, 2011 (January 1, 2012 for the Company). Adoption of this guidance did not impact our financial position or results of operations.
In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income (ASU 2011-05). This newly issued accounting standard (1) eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders equity; (2) requires the consecutive presentation of the statement of net income and other comprehensive income; and (3) requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income nor do the amendments affect how earnings per share is calculated or presented. In December 2011, the FASB issued ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, which defers the requirement within ASU 2011-05 to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. During the deferral, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect prior to the issuance of ASU 2011-05. These ASUs are required to be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Adoption of this guidance did not impact our financial position or results of operations.
In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). This newly issued accounting standard clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (level 3) inputs. This ASU is effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011.
Adoption of this guidance did not impact our financial position or results of operations.
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification (ASC) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.
NOTE 5 PROPERTY AND EQUIPMENT
Property consists of equipment purchased for the production of revenues. As of January 31:
Assets are depreciated over their useful lives beginning when placed in service. Depreciation expenses were $51 and $206 for the three and nine month periods ended January 31, 2013, respectively.
NOTE 6 INTANGIBLES
Intangibles consist of website development for the production of revenues. As of January 31:
Intangible assets are amortized over their useful lives beginning when placed in service. Amortization expenses were $285 and $789 for the three and nine months ended January 31, 2013, respectively.
NOTE 7 INCOME TAXES
The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of January 31, 2013, the Company incurred a loss of $35,353, resulting in a net operating loss for income tax purposes. The loss results in deferred tax assets of approximately $12,374 at the effective statutory rate of 35%. The deferred tax asset has been off-set by an equal valuation allowance.
NOTE 8 COMMITMENTS AND CONTINGENCIES
The Company is not presently involved in any litigation.
At January 31, 2013, the Company does not have any capital or operating leases. The Company uses office space with a value of $300 per month that is contributed in kind by the Company's CEO.
NOTE 9 RELATED PARTY TRANSACTIONS
On June 24, 2011, officers-directors purchased 2,000,000 common shares, at a price of $0.01 per share at a total price of $20,000.
The Company neither owns nor leases any real or personal property. An officer has provided office space without charge. Rental costs have been included in the financial statements as additional paid-in capital. Rent expense was $2,700 for the nine months ended January 31, 2013.
The officers and directors are currently involved in other business activities and most likely will become involved in additional business activities in the future.
Advances from stockholders
From time to time, stockholders of the Company advance funds to the Company for working capital purposes. Those advances are unsecured, non-interest bearing and due on demand.
Stockholders of the Company advanced $19 and $3,278 in aggregate to the Company for working capital purposes during the nine month period ending January 31, 2013.
NOTE 10 SHAREHOLDERS EQUITY
The authorized common stock of the Company consists of 100,000,000 shares with a par value of $0.001. There were 2,000,000 shares of common stock issued and outstanding as of January 31, 2013.
The authorized preferred stock of the Company consists of 10,000,000 shares with a par value of $0.001. The Company has not issued any shares of Class A Convertible Preferred Stock as of January 31, 2013.
Pertinent Rights and Privileges
Preferred stockholders of Class A Convertible Preferred Stock do not have pre-emptive or preferential rights to subscribe to unissued stock or other securities. These stockholders do not have cumulative voting rights.
NOTE 11 SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation, no events have occurred that require disclosure.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
This Quarterly Report of Energizer Tennis, Inc. on Form 10-Q contains forward-looking statements, particularly those identified with the words, anticipates, believes, expects, plans, intends, objectives, and similar expressions. These statements reflect management's best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under Management's Discussion and Analysis of Financial Condition and Results of Operations, generally, and specifically therein under the captions Liquidity and Capital Resources as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
Critical Accounting Policies and Estimates.
We prepare our consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed consolidated financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our condensed consolidated financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
For a full description of our critical accounting policies, please refer to Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations in our 2012 Annual Report on Form 10-K.
Overview. Energizer Tennis Inc. (Energizer Tennis, we, or the Company) was incorporated in the State of Nevada on June 16, 2011.
We are a development stage company specializing in providing expert advice for tennis players of every level through an informative website containing a host of relevant information and professional instructional high definition videos. Our business includes creating, developing and selling, tennis instructional videos to our customers and other interested parties. Our website (www.energizertennis.com) provides expert advice on technique, strategy and game craft, physical preparation training, nutrition advice and injury-prevention guidelines. Our objective is to create an online resource where players can access professional and accurate information and video instruction with the option to have their own game analyzed. The videos have been developed as a series with each video focusing on specific issues including ground-strokes, serve and return, net play, movement on court, racket stringing, singles and doubles tactics, fitness sessions, advanced tactics, shot recognition, physical testing and training, speed/agility, coordination, fitness games in addition to playing on different surfaces.
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the period ended January 31, 2013, together with notes thereto, which are included in this report.
For the three months ended January 31, 2013, as compared to the three months ended January 31, 2012.
Results of Operations.
Revenues. We had no revenues or profits for the three months ended January 31, 2013, as compared to no revenues or profits for the three months ended January 31, 2012. We expect to generate more significant revenues as we continue operations and implement our business plan.
Operating Expenses. For the three months ended January 31, 2013, our total operating incomes were $4,564. Expenses were attributable to depreciation and amortization of $337, general and administrative expenses of $1,029, and professional fees of $3,882. Our general and administrative expenses were primarily attributable to payments for office expenses and rent. Our professional fees primarily consisted of legal and accounting fees associated with becoming a public company and include a discount of $9,812 giving rise to an operating income. In comparison, our total operating expenses for the three months ended January 31, 2012 were $16, which consisted solely of general and administrative expenses related to office expenses.
Net Profit/Loss. For the three months ended January 31, 2013, our net profit was $4,564. In comparison, our net loss for the three months ended January 31, 2012 was $30. The profit is directly attributable to the discount received on professional fees. We expect to continue to incur net losses for the foreseeable future related to the sale of our products and services until we generate significant revenue from sales.
For the nine months ended January 31, 2013, as compared to the nine months ended January 31, 2012.
Results of Operations.
Revenues. We had no revenues or profits for the nine months ended January 31, 2013, as compared to no revenues for the nine months ended January 31, 2012. We expect to generate more significant revenues as we continue operations and implement our business plan.
Operating Expenses. For the nine months ended January 31, 2013, our total operating expenses were $29,034. These expenses were attributable to depreciation and amortization of $996, general and administrative expenses of $3,238, and professional fees of $24,800. Our general and administrative expenses were primarily attributable to payments for office expenses and rent. Our professional fees primarily consisted of legal and accounting fees associated with becoming a public company. In comparison, our total operating expenses for the nine months ended January 31, 2012 were $954, which consisted solely of general and administrative expenses related to office expenses and rent.
Net Loss. For the nine months ended January 31, 2013, our net loss was $29,034. In comparison, our net loss for the nine months ended January 31, 2012 was $908. The increase in net loss is directly attributable to higher operating expenses. We expect to continue to incur net losses for the foreseeable future related to the sale of our products and services until we generate significant revenue from sales.
Liquidity and Capital Resources. As of January 31, 2013, we have cash of $1,663 which constitutes our current assets. Our total assets of $19,373 consist of our current assets of $1,663 and fixed assets which are comprised of intangible website development valued at $16,836 and plant, property and equipment valued at $774.
As of January 31, 2013, we had total liabilities of $29,694, which were comprised of accounts payable of $25,616, accrued expenses of $800, and advances from stockholders of $3,278. We have no other long term liabilities, commitments or contingencies.
We filed a Registration Statement on Form S-1 to sell 5,000,000 shares of our common stock at a purchase price of $0.04 per share in a direct public offering. The Registration Statement on Form S-1 was declared effective on October 23, 2012. As of January 31, 2013, we have not sold any shares of our common stock to investors pursuant to that offering and our offering has not yet closed. We plan to use proceeds from the offering to pay for rent/office
expenses, computer equipment, website development expenses, employees/contractors, marketing expenses, working capital and offering expenses.
During the next three to six months, our primary objectives are to raise funds from the offering and to increase our revenues from operations. We believe that the size of our operations may vary depending on the amount of funds we are able to raise in the offering.
We expect to incur significant accounting and legal costs associated with being a public company. We expect that the legal and accounting costs of becoming a public company will continue to impact our liquidity and we may need to obtain funds to pay those expenses. We estimate that these costs will range up to $25,000 per year for the next few years. Those fees will be higher if our business volume and activity increases.
As of January 31, 2013, we had a cash balance of $1,663. In the opinion of management, available funds are not sufficient to satisfy our working capital requirements for the next twelve months. We cannot guarantee that we will obtain additional financing or generate sufficient revenues to meet our working capital requirements. Our failure to raise additional capital will negatively impact our business and, potentially, our ability to continue operations. Accordingly, the notes to our financial statements for the period ended January 31, 2013 disclose uncertainty as to our ability to continue as a going concern.
Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. We intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officers and directors. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, we hope that our officers and directors will contribute funds to pay for our expenses to achieve our objectives over the next twelve months, although we cannot guarantee they will do so. We have no formal or informal arrangement with any of our officers, directors or principal shareholders to advance funds to us.
We do not anticipate that we will purchase any significant equipment if we raise the necessary funds in this offering. In the event that we generate significant revenues and expand our operations, then we may need to hire additional employees or independent contractors.
We are not currently conducting any research and development activities. We do not anticipate conducting such activities in the near future.
Off Balance Sheet Arrangements
We had no off balance sheet arrangements at January 31, 2013.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures. We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective.
Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
Item 6. Exhibits.
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.