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EX-32.1 - CERTIFICATION - 4301 Inc | f10q0909ex32i_4301.htm |
EX-31.1 - CERTIFICATION - 4301 Inc | f10q0909ex31i_4301.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
FORM
10-Q
_______________
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended September 30, 2009
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the transition period from
______to______.
4301,
Inc.
(Exact
name of registrant as specified in Charter
Delaware
|
000-51877
|
22-3719169
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employee
Identification
No.)
|
19800 MacArthur Blvd., Irvine, CA
92612
(Address
of Principal Executive Offices)
_______________
949-757-4180
(Issuer
Telephone number)
_______________
(Former
Name or Former Address if Changed Since Last Report)
Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes x No o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§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 ¨ 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 filer.
See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):
Large
Accelerated Filer o Accelerated
Filer o Non-Accelerated
Filer o 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 o
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of October 26, 2009: 100,000 shares of common stock.
4301,
Inc..
FORM
10-Q
September
30, 2009
INDEX
PART
I-- FINANCIAL INFORMATION
Item
1.
|
Financial
Statements
|
F-1
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition
|
1
|
Item
3
|
Quantitative
and Qualitative Disclosures About Market Risk
|
2
|
Item
4T.
|
Control
and Procedures
|
2
|
PART
II-- OTHER INFORMATION
Item
1
|
Legal
Proceedings
|
3
|
Item
1A.
|
Risk
Factors
|
3
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
3
|
Item
3.
|
Defaults
Upon Senior Securities
|
3
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
3
|
Item
5.
|
Other
Information
|
3
|
Item
6.
|
Exhibits
and Reports on Form 8-K
|
3
|
SIGNATURE
Item
1. Financial Information
4301,
Inc.
(a
development stage company)
FINANCIAL
STATEMENTS
AS
OF SEPTEMBER 30, 2009
4301,
Inc.
(a
development stage company)
Financial
Statements Table of Contents
FINANCIAL
STATEMENTS
|
Page
#
|
Balance
Sheet
|
F-1
|
Statement
of Operations and Retained Deficit
|
F-2/F-3
|
Statement
of Stockholders Equity
|
F-4
|
Cash
Flow Statement
|
F-5
|
Notes
to the Financial Statements
|
F-6
|
4301,
Inc.
|
||||||||
(a
development stage company)
|
||||||||
BALANCE
SHEETS
|
||||||||
As
of September 30, 2009 and December 31, 2008
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
9/30/2009
|
12/31/2008
|
||||||
Cash
|
$ | - | $ | - | ||||
Total Current
Assets
|
- | - | ||||||
TOTAL
ASSETS
|
$ | - | $ | - | ||||
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accrued
Expenses
|
$ | 9,100 | $ | 7,500 | ||||
Total Current
Liabilities
|
9,100 | 7,500 | ||||||
TOTAL
LIABILITIES
|
$ | 9,100 | $ | 7,500 | ||||
STOCKHOLDERS' EQUITY
|
||||||||
Preferred Stock
- Par value $0.001;
|
||||||||
Authorized:
10,000,000
|
||||||||
None
issues and outstanding
|
$ | - | $ | - | ||||
Common
Stock - Par value $0.001;
|
||||||||
Authorized:
100,000,000
|
||||||||
Issued
and Outstanding: 100,000
|
100 | 100 | ||||||
Additional
Paid-In Capital
|
- | - | ||||||
Accumulated
Deficit
|
(9,200 | ) | (7,600 | ) | ||||
Total
Stockholders' Equity
|
(9,100 | ) | (7,500 | ) | ||||
TOTAL
LIABILITIES AND EQUITY
|
$ | - | $ | - | ||||
The
accompanying notes are an integral part of these financial
statements.
F-1
4301,
Inc.
|
||||||||||||
(a
development stage company)
|
||||||||||||
STATEMENTS
OF OPERATIONS
|
||||||||||||
For
the nine months ending September 30, 2009 and 2008 and
|
||||||||||||
from
inception (December 9, 2005) through September 30, 2009
|
||||||||||||
9
MONTHS
|
9
MONTHS
|
FROM
|
||||||||||
ENDING
|
ENDING
|
INCEPTION
|
||||||||||
9/30/2009
|
9/30/2008
|
TO
09/30/09
|
||||||||||
REVENUE
|
$ | - | $ | - | $ | - | ||||||
COST OF SERVICES
|
- | - | - | |||||||||
GROSS PROFIT OR (LOSS)
|
- | - | - | |||||||||
GENERAL AND ADMINISTRATIVE
EXPENSES
|
1,600 | 1,500 | 9,200 | |||||||||
NET INCOME (LOSS)
|
(1,600 | ) | (1,500 | ) | (9,200 | ) | ||||||
ACCUMULATED DEFICIT, BEGINNING
BALANCE
|
(7,600 | ) | (4,350 | ) | - | |||||||
ACCUMULATED DEFICIT, ENDING
BALANCE
|
$ | (9,200 | ) | $ | (5,850 | ) | $ | (9,200 | ) | |||
Earnings (loss) per share
|
$ | (0.02 | ) | $ | (0.02 | ) | ||||||
Weighted average number of common
shares
|
100,000 | 100,000 | ||||||||||
The
accompanying notes are an integral part of these financial
statements.
F-2
4301,
Inc.
|
||||||||
(a
development stage company)
|
||||||||
STATEMENTS
OF OPERATIONS
|
||||||||
For
the three months ending September 30, 2009 and 2008
|
||||||||
3
MONTHS
|
3
MONTHS
|
|||||||
ENDING
|
ENDING
|
|||||||
9/30/2009
|
9/30/2008
|
|||||||
REVENUE
|
$ | - | $ | - | ||||
COST OF SERVICES
|
- | - | ||||||
GROSS PROFIT OR (LOSS)
|
- | - | ||||||
GENERAL AND ADMINISTRATIVE
EXPENSES
|
600 | 500 | ||||||
NET
INCOME (LOSS)
|
(600 | ) | (500 | ) | ||||
ACCUMULATED DEFICIT, BEGINNING
BALANCE
|
(8,600 | ) | (5,350 | ) | ||||
ACCUMULATED DEFICIT, ENDING
BALANCE
|
$ | (9,200 | ) | $ | (5,850 | ) | ||
The
accompanying notes are an integral part of these financial
statements.
F-3
4301,
Inc.
|
||||||||||||||||
(a
development stage company)
|
||||||||||||||||
STATEMENT
OF STOCKHOLDERS' EQUITY
|
||||||||||||||||
From
inception (December 9, 2005) through September 30, 2009
|
||||||||||||||||
COMMON
|
ACCUM.
|
TOTAL
|
||||||||||||||
SHARES
|
STOCK
|
DEFICIT
|
EQUITY
|
|||||||||||||
Stock
issued on acceptance
|
100,000 | $ | 100 | $ | - | $ | 100 | |||||||||
of
incorporation expenses
|
||||||||||||||||
December
9, 2005
|
||||||||||||||||
Net
Income (Loss)
|
(400 | ) | (400 | ) | ||||||||||||
Total,
December 31, 2005
|
100,000 | 100 | (400 | ) | (300 | ) | ||||||||||
Net
Income (Loss)
|
(1,450 | ) | (1,450 | ) | ||||||||||||
Total,
December 31, 2006
|
100,000 | 100 | (1,850 | ) | (1,750 | ) | ||||||||||
Net
Income (Loss)
|
(2,500 | ) | (2,500 | ) | ||||||||||||
Total,
December 31, 2007
|
100,000 | 100 | (4,350 | ) | (4,250 | ) | ||||||||||
Net
Income (Loss)
|
(3,250 | ) | (3,250 | ) | ||||||||||||
Total,
December 31, 2008
|
100,000 | $ | 100 | $ | (7,600 | ) | $ | (7,500 | ) | |||||||
Net
Income (Loss)
|
(1,600 | ) | (1,600 | ) | ||||||||||||
Total,
September 30, 2009
|
100,000 | $ | 100 | $ | (9,200 | ) | $ | (9,100 | ) | |||||||
The
accompanying notes are an integral part of these financial
statements.
F-4
4301,
Inc.
|
||||||||||||
(a
development stage company)
|
||||||||||||
STATEMENTS
OF CASH FLOWS
|
||||||||||||
For
the nine months ending September 30, 2009 and 2008 and
|
||||||||||||
from
inception (December 9, 2005) through September 30, 2009
|
||||||||||||
9
MONTHS
|
9
MONTHS
|
FROM
|
||||||||||
ENDING
|
ENDING
|
INCEPTION
|
||||||||||
CASH FLOWS FROM OPERATING
ACTIVITIES
|
9/30/2009
|
9/30/2008
|
TO
9/30/09
|
|||||||||
Net
income (loss)
|
$ | (1,600 | ) | $ | (1,500 | ) | $ | (9,200 | ) | |||
Stock
issued as compensation
|
- | - | 100 | |||||||||
Increase
(Decrease) in Accrued Expenses
|
1,600 | 1,500 | 9,100 | |||||||||
Total
adjustments to net income
|
1,600 | 1,500 | 9,200 | |||||||||
Net
cash provided by (used in) operating activities
|
- | - | - | |||||||||
CASH FLOWS FROM INVESTING
ACTIVITIES
|
||||||||||||
None
|
- | - | - | |||||||||
Net
cash flows provided by (used in) investing activities
|
- | - | - | |||||||||
CASH FLOWS FROM FINANCING
ACTIVITIES
|
||||||||||||
None
|
- | - | - | |||||||||
Net
cash flows provided by (used in) financing activities
|
- | - | - | |||||||||
CASH RECONCILIATION
|
||||||||||||
Net
increase (decrease) in cash
|
- | - | - | |||||||||
Cash -
beginning balance
|
- | - | - | |||||||||
CASH BALANCE - END OF
PERIOD
|
$ | - | $ | - | $ | - | ||||||
The
accompanying notes are an integral part of these financial
statements.
F-5
4301,
Inc.
(a
development stage company)
NOTES
TO FINANCIAL STATEMENTS
1. Summary
of significant accounting policies:
Industry:
4301,
Inc. (the Company), a Company incorporated in the state of Delaware as of
December 9, 2005 plans to locate and negotiate with a business entity for the
combination of that target company with The Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-
for-assets exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended. No assurances can be given that The Company will be successful
in locating or negotiating with any target company.
The
Company has been formed to provide a method for a foreign or domestic private
company to become a reporting ("public") company whose securities are qualified
for trading in the United States secondary market.
The
Company has adopted its fiscal year end to be December 31.
Results of Operations and
Ongoing Entity:
The
Company is considered to be an ongoing entity for accounting purposes; however,
there is substantial doubt as to the Company's ability to continue as a going
concern. The Company's shareholders fund any shortfalls in The Company's cash
flow on a day to day basis during the time period that The Company is in the
development stage.
Liquidity and Capital
Resources:
In
addition to the stockholder funding capital shortfalls; The Company anticipates
interested investors that intend to fund the Company's growth once a business is
located.
Cash and Cash
Equivalents:
The
Company considers cash on hand and amounts on deposit with financial
institutions which have original maturities of three months or less to be cash
and cash equivalents.
Basis of
Accounting:
The
Company's financial statements are prepared in accordance with U.S. generally
accepted accounting principles.
F-6
Income
Taxes:
The
Company utilizes the asset and liability method to measure and record deferred
income tax assets and liabilities. Deferred tax assets and liabilities reflect
the future income tax effects of temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax rates that apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Deferred tax assets are reduced by a valuation
allowance when in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. At this
time, The Company has set up an allowance for deferred taxes as there is no
company history to indicate the usage of deferred tax assets and
liabilities.
Fair Value of Financial
Instruments:
The
Company's financial instruments may include cash and cash equivalents,
short-term investments, accounts receivable, accounts payable and liabilities to
banks and shareholders. The carrying amount of long-term debt to banks
approximates fair value based on interest rates that are currently available to
The Company for issuance of debt with similar terms and remaining maturities.
The carrying amounts of other financial instruments approximate their fair value
because of short-term maturities.
Concentrations of Credit
Risk:
Financial
instruments which potentially expose The Company to concentrations of credit
risk consist principally of operating demand deposit accounts. The Company's
policy is to place its operating demand deposit accounts with high credit
quality financial institutions. At this time The Company has no deposits that
are at risk.
2. Related
Party Transactions and Going Concern:
The
Company's financial statements have been presented on the basis that it is a
going concern in the development stage, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. At
this time The Company has not identified the business that it wishes to engage
in.
The
Company's shareholder funds The Company's activities while The Company takes
steps to locate and negotiate with a business entity for combination; however,
there can be no assurance these activities will be successful.
3. Accounts
Receivable and Customer Deposits:
Accounts
receivable and Customer deposits do not exist at this time and therefore have no
allowances accounted for or disclosures made.
F-7
4. Use of
Estimates:
Management
uses estimates and assumptions in preparing these financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenue and
expenses. Management has no reason to make estimates at this time.
5. Revenue
and Cost Recognition:
The
Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement reporting.
6. Accrued
Expenses:
Accrued
expenses consist of accrued legal, accounting and office costs during this stage
of the business.
7. Operating
Lease Agreements:
The
Company has no agreements at this time.
8. Stockholder's
Equity:
Preferred
stock includes 10,000,000 shares authorized at a par value of $0.001, of which
none are issued or outstanding.
Common
Stock includes 100,000,000 shares authorized at a par value of $0.001, of which
100,000 have been issued for the amount of $100 on December 31, 2005 in
acceptance of the incorporation expenses for the Company.
9. Required
Cash Flow Disclosure for Interest and Taxes Paid:
The
company has paid no amounts for federal income taxes and interest. The Company
issued 100,000 common shares of stock to its sole shareholder in acceptance of
the incorporation expenses for the Company.
10. Earnings Per
Share:
Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.
F-8
11. Income
Taxes:
The
Company has available net operating loss carryforwards for financial statement
and federal income tax purposes. These loss carryforwards expire if not used
within 20 years from the year generated. The Company's management has decided a
valuation allowance is necessary to reduce any tax benefits because the
available benefits are more likely than not to expire before they can be
used. These net operating losses expire as the following, $400 at
2025, $1,450 at 2026, $2,500 at 2027, $3,250 at 2028 and $1,600 at
2029.
The
Company has available net operating loss carry-forwards for financial statement
and federal income tax purposes. These loss carry-forwards expire if not used
within 20 years from the year generated. The Company's management has decided a
valuation allowance is necessary to reduce any tax benefits because the
available benefits are more likely than not to expire before they can be
used.
The
Company's management determines if a valuation allowance is necessary to reduce
any tax benefits when the available benefits are more likely than not to expire
before they can be used. The tax based net operating losses create
tax benefits in the amount of $1,840 from inception through September 30,
2009.
Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets as of September 30, 2009 are as
follows:
Deferred
tax assets:
|
||||
Federal
net operating loss
|
$ | 1,380 | ||
State
net operating
loss
|
460 | |||
Total
Deferred Tax Asset
|
1,840 | |||
Less
valuation allowance
|
(1,840 | ) | ||
0 |
The
reconciliation of the effective income tax rate to the federal statutory rate is
as follows:
Federal
income tax rate
|
15.0 | % | ||
State
tax, net of federal benefit
|
5.0 | % | ||
Increase
in valuation allowance
|
(20.0 | %) | ||
Effective
income tax rate
|
0.0 | % |
12. Subsequent
Events:
None
known at this time.
F-9
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Plan of
Operation
The
Registrant is continuing its efforts to locate a merger candidate for the
purpose of a merger. It is possible that the registrant will be
successful in locating such a merger candidate and closing such
merger. However, if the registrant cannot effect a non-cash
acquisition, the registrant may have to raise funds from a private offering of
its securities under Rule 506 of Regulation D. There is no assurance
the registrant would obtain any such equity funding.
Results of
Operation
The
Company did not have any operating income from inception through September 30,
2009. For the nine months ended September 30, 2009, the registrant
recognized a net loss of $1,600 and for the period from inception through
September 30, 2009, the registrant recognized net loss of
$9,200. Some general and administrative expenses during the quarter
were accrued. Expenses for the quarter were comprised of costs mainly
associated with legal, accounting and office.
Liquidity and Capital
Resources
At
September 30, 2009, the Company had no capital resources and will rely upon the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses pending acquisition of an operating
company.
Critical Accounting
Policies
Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenue and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
Off-Balance Sheet
Arrangements
We have
no off-balance sheet arrangements.
1
Item
3. Quantitative and Qualitative Disclosures About Market Risk
The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates. The Company does not undertake any specific
actions to limit those exposures.
Item
4T. Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.
Management’s Report on
Internal Controls over Financial Reporting
Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. There has been no change in
the Company’s internal control over financial reporting during the quarter ended
September 30, 2009 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the
design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of the controls can provide absolute assurance that all control issues and
instances of fraud, if any, within the Company have been detected.
Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was effective as of
September 30, 2009.
This
quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this quarterly report.
2
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
Item
1A. Risk Factors
None
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities.
None
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None
Item
6. Exhibits and Reports of Form 8-K.
(a) Exhibits
31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
(b) Reports
of Form 8-K
None.
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
4301,
INC.
|
||
Date:
October 26, 2009
|
By:
|
/s/
Yusuke Matsuo
|
Yusuke
Matsuo
|
||
Chief
Executive Officer,
Chief
Financial Officer
|
4