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EX-31 - MICRO MAMMOTH SOLUTIONS INCv174663_ex31.htm
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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 December 31, 2009

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For The Transition Period __________ To __________

MICRO MAMMOTH SOLUTIONS, INC. 

 (Name of small business issuer in its charter)

Nevada
333-144645
20-5549779
(State or Jurisdiction of
Commission File Number
(I.R.S. Employer
Incorporation or organization
 
Identification No.)
 
1511 Dodd Road
Winter Park, Florida 32792
407-529-7144

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨   
Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) 
Smaller reporting company x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x   No ¨

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price ($0.05) at which the common equity was last sold, as of December 31, 2009 was approximately $176,700.00. 11,284,000 shares of common stock were outstanding as of December 31, 2009.

 
 

 

MICRO MAMMOTH SOLUTIONS, INC.
TABLE OF CONTENTS

INDEX

     
Page Number
       
PART 1:
FINANCIAL INFORMATION
   
       
Item 1
Financial Statements
 
 3
       
 
Balance Sheets as of December 31, 2009 (unaudited) and June 30, 2009
 
3
       
 
Statements of Operations for the three and six months ended December 31, 2009
   
 
and 2008 and September 13, 2006 (Inception) to December 31, 2009 (unaudited)
 
4
       
 
Statement of Cash Flows for the six months ended December 31, 2009
   
 
and 2008 and September 13, 2006 (Inception) to December 31, 2009 (unaudited)
 
5
       
 
Notes to the Financial Statements
 
6
       
Item 2
Management’s Discussion and Analysis of Financial Condition and Result
   
 
of Operations
 
12
       
Item 3
Quantitative and Qualitative Disclosures About Market Risk
 
16
       
Item 4
Controls and Procedures
 
16
       
Part II
OTHER INFORMATION
   
       
Item 1
Legal Proceedings
 
17
       
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
 
17
       
Item 3
Defaults Upon Senior Securities
 
17
       
Item 4
Submission of Matters to a Vote of Security Holders
 
17
       
Item 5
Other Information
 
17
       
Item 6
Exhibits and Reports on Form 8-K
 
17
       
SIGNATURES
 
18
 
 
2

 

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

MICRO MAMMOTH SOLUTIONS, INC.
(A Development Stage Company)

BALANCE SHEETS
 
             
   
December 31,
   
June 30,
 
   
2009
   
2009
 
   
(Unaudited)
       
             
ASSETS
           
             
Current assets:
           
Cash
  $ -     $ 485  
                 
Total current assets
    -       485  
                 
Total Assets
    -       485  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current liabilities:
               
Accrued liabilities
  $ -     $ 4,500  
Customer deposits
    -       1,000  
Loan from shareholder
    -       2,314  
                 
Total current liabilities
    -       7,814  
                 
Stockholders' equity:
               
Common stock, $.0001 par value, authorized 100,000,000 shares; 10,034,000 issued and outstanding as of December 31, 2009 and June 30, 2009
    1,003       1,003  
                 
Additional paid-in capital
    184,265       176,347  
                 
Accumulated deficit during development stage
    (185,268 )     (184,679 )
                 
Total stockholders' equity
    -       (7,329 )
                 
Total liabilities and stockholders' equity
  $ -     $ 485  
 
The accompanying notes are an integral part of the financial statements.

 
3

 

MICRO MAMMOTH SOLUTIONS, INC.
(A Development Stage Company)

STATEMENTS OF OPERATIONS
 
(Unaudited)
 
                               
                           
For the Period
 
   
Three Months Ended
   
Six Months Ended
   
September 13, 2006
 
   
December 31,
   
December 31,
   
(Inception) to
 
   
2009
   
2008
   
2009
   
2008
   
December 31, 2009
 
                               
Revenue
  $ 1,000     $ 3,000     $ 4,000     $ 6,000     $ 36,000  
                                         
Expenses:
                                       
                                         
General and administrative
    1,686       2,678       4,589       9,076       221,268  
                                         
Total expenses
    1,686       2,678       4,589       9,076       221,268  
                                         
Net income (loss)
  $ (686 )   $ 322     $ (589 )   $ (3,076 )   $ (185,268 )
                                         
Weighted average number of common shares outstanding, basic and fully diluted
    10,034,000       10,034,000       10,034,000       10,034,000       9,607,044  
                                         
Net loss per weighted share basic and fully diluted
  $ (0.00 )   $ 0.00     $ (0.00 )   $ (0.00 )   $ (0.02 )
 
The accompanying notes are an integral part of the financial statements.

 
4

 

MICRO MAMMOTH SOLUTIONS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)

               
For the Period
 
   
Six Months
   
Six Months
   
September 30, 2006
 
   
Ended
   
Ended
   
(Inception) to
 
   
December 31,
   
December 31,
   
December 31,
 
   
2009
   
2008
   
2009
 
Cash flows from operating activities:
                 
                   
Net loss
  $ (589 )   $ (3,076 )   $ (185,268 )
                         
Adjustments to reconcile net loss to net cash: used for operating activities:
                       
Stock based compensation
    -       -       170,650  
Increase in customer deposits
    (1,000 )     2,000       -  
Increase(decrease) in accrued liabilities
    (4,500 )     (700 )     -  
                         
Net cash used in operating activities
    (6,089 )     (1,776 )     (14,618 )
                         
Cash flows from investing activities:
                       
                         
Net cash used in investing activities
    -       -       -  
                         
Cash flows from financing activities:
                       
                         
Issuance of common stock
    -       -       6,700  
Proceeds from shareholder loan
            -       -  
Contribution to paid in capital
    5,604       -       7,918  
                         
Net cash provided by financing activities
    5,604       -       14,618  
                         
Net increase in cash
    (485 )     (1,776 )     -  
Cash, beginning of period
    485       3,398       -  
                         
Cash, end of period
  $ -     $ 1,622     $ -  
                         
Supplemental disclosures of non-cash investing and financing activities:
                       
                         
Shareholder loan converted to paid-in capital
  $ 2,314     $ -     $ 2,314  
                         
Issuance of 3,400,000 shares of common stock for consulting services
  $ -     $ -     $ 170,000  
                         
Issuance of 6,500,000 shares of common stock for compensation to founding shareholder
  $ -     $ -     $ 650  
 
The accompanying notes are an integral part of the financial statements.

 
5

 
 
MICRO MAMMOTH SOLUTIONS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
 
Note 1 – Organization and summary of significant accounting principles
 
Organization
 
Micro Mammoth Solutions, Inc. was organized September 13, 2006 (Date of Inception) under the laws of the State of Florida. The Company has not commenced significant operations and, in accordance with Statement of Financial Accounting Standards No. 7 “Accounting and Reporting by Development Stage Enterprises”   (“SFAS No. 7”), the Company is considered a development stage company.
 
Micro Mammoth Solutions, Inc. will provide consulting services to mortgage companies. The Company currently focuses on three stages of consulting with client businesses: billing, customer service and scripting.
 
Accounting period
 
The Company has adopted an annual accounting period of July through June.
 
Use of estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period.  Actual results could differ significantly from those estimates.
 
Cash and cash equivalents
 
For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.
 
Revenue recognition
 
Revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collectability is reasonably assured.
 
Furniture and equipment
 
Furniture and equipment are stated at cost less accumulated depreciation.  It is the policy of the Company to capitalize items greater than or equal to $1,000. Depreciation is computed using the straight-line method over the expected useful lives of the assets.  Upon retirement or other disposition of depreciable assets, the cost and related accumulated depreciation are eliminated from the accounts, and any gain or loss on disposal is credited to or charged against income.

 
6

 

MICRO MAMMOTH SOLUTIONS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
 
Fair value of financial instruments
 
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2009. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable and notes payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
 
Earnings per share
 
The Company has adopted Statement of Financial Accounting Standards No. 128. “Earnings per Share” ("SFAS No. 128").  Basic earnings per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year.  Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.  During periods when common stock equivalents, if any, are anti- dilutive they are not considered in the computation.
 
Income taxes
 
The Company has adopted Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes” ("SFAS No. 109") for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.  Deferred income tax expenses or benefits are based on the changes in the asset or liability each period.  If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.  Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.
 
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes because of differences in amounts deductible for tax purposes.  Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.  Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
 
Recent pronouncements
 
In June 2009, the FASB issued Statement No. 168 , “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”). The Codification, which was launched on July 1, 2009, became the single source of authoritative nongovernmental U.S. generally accepted accounting principles (“GAAP”), superseding existing authoritative accounting pronouncements.  All other literature is considered non-authoritative.  This Codification is effective for financial statements issued for interim and annual periods ending after September 30, 2009.  We have adopted the Codification in the first quarter of fiscal year ended June 30, 2010.  There will be no change to our financial statements due to the implementation of the Codification other than changes in reference to various authoritative accounting pronouncements.

 
7

 

MICRO MAMMOTH SOLUTIONS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
 
Recent pronouncements (continued)
 
In May 2009, the FASB issued Statement No. 165, “Subsequent Events” (“SFAS 165”).  SFAS 165 requires entities to disclose the date through which they have evaluated subsequent events and whether the date corresponds with the release of their financial statements.  SFAS 165 is effective for interim and annual periods ending after June 15, 2009.  The Company evaluated subsequent events after the balance sheet date of September 30, 2009 through the filing of this report with the SEC on November 12, 2009.

In April 2009, FASB issued FSP No. 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”.  This FSP amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of the other-than-temporary impairments on debt and equity securities in the financial statements.  The FSP is effective for interim and annual reporting periods ending after June 15, 2009.  The Company is not impacted by this FSP as it will have no effect on its financial statements.

In April 2009, FASB issued FSP No. 107-1/APB 28-1, ”Interim Disclosures about Fair Value of Financial Instruments.” Entities shall include disclosures about the fair value of financial instruments whenever it issues summarized financial information for interim reporting periods.  Entities shall disclose in the body or in the accompanying notes of their summarized financial information the fair value of all financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position, as required by Statement 107.  Effective for interim periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, this FSP was adopted and had no impact on our financial condition, results of operations or cash flows.
 
In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, "Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entitles".  This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise's involvement with variable interest entities, including qualifying special-purpose entities.  This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. The adoption of the FSP will not have any impact on our results of operations.

In June 2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity’s Own Stock” (EITF 07-5). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

 
8

 

MICRO MAMMOTH SOLUTIONS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
 
Recent pronouncements (continued)

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”   (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of non-government entities that are presented in conformity with generally accepted accounting principles in the United States. The provisions of SFAS 162   became effective November 15, 2008 . There was no   material impact on the Company’s financial statements.

In May 2008, the FASB issued FSP No. APB 14-1 "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" (FSP APB 14-1).  FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer's non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008, on a retroactive basis. The Company does not expect the adoption of FSP APB 14-1 to have a material effect on its results of operations and financial condition as the company does not have convertible debt at this time.

In April 2008, the FASB issued FSP 142-3, "Determination of the Useful Life of Intangible Assets." This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, "Goodwill and Other Intangible Assets." The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under Statement 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141 (Revised 2007), "Business Combinations," and other U.S. generally accepted accounting principles (GAAP). This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company’s adoption of FAS 142-3 does not have a material effect on its results of operations and financial condition.
 
Note 2 – Going concern
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.  As noted above, the Company is in the development stage and, accordingly, has not yet generated significant revenues from operations.  As a development stage Company, it has generated revenues totaling $36,000 and incurred accumulated net losses of approximately $185,000 from September 13, 2006 (inception) through the period ended December 31, 2009.
 
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues.  The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.

 
9

 

MICRO MAMMOTH SOLUTIONS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
 
Note 3 –Income taxes
 
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
 
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:

Income tax provision at the federal statutory rate
    34 %
Effect of operating losses
    -34 %
      0 %

Net deferred tax assets consist of the following:

   
December 31,
 
   
2009
 
         
Gross Deferred tax asset
  $ 63,000  
Gross deferred tax liability
    -  
Valuation allowance
    (63,000 )
    $ -  

The Company did not pay any income taxes during the three months ended December 31, 2009.
 
Note 4 – Stockholders’ equity
 
In September 2006, the Company issued 6,500,000 shares of its $0.001 par value common stock as founder's shares.  In connection with the issuance of these 6,500,000 shares, the Company recorded compensation expense in the amount of $650. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."
 
In January 2007, the Company issued 3,400,000 shares of its $0.001 par value common stock for consulting services.  In connection with the issuance of these 3,400,000 shares, the Company recorded compensation expense in the amount of $170,000. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

 
10

 
 
MICRO MAMMOTH SOLUTIONS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
 
Note 4 – Stockholders’ equity (continued)
 
In June 2007, the Company issued 134,000 shares of its $0.001 par value common stock for $6,700 cash. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."
 
There have been no other issuances of common stock.
 
Note 5 – Warrants and options
 
There are no warrants or options outstanding to acquire any additional shares of common stock.
 
Note 6 – Related party transactions
 
During the three month period ended December 31, 2009, the Company’s former chief executive officer converted a $2,314 loan due him for startup expenses by making a contribution of this amount to additional paid-in capital.  Also, during the same quarterly period, he made a $5,604 cash contribution to additional paid-in capital.

Note 7 – Commitments and contingent liabilities
 
Legal matters - The Company is occasionally party to litigation or threat of litigation arising in the normal course of business.  Management, after consultation with legal counsel, does not believe that the resolution of any such matters will have a material effect on the Company’s financial position or results of operations.

 
11

 
 
ITEM 2. 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTS
 
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.
 
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect,”  “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.
 
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

 
our ability to successfully compete in the professional services industry;

 
difficulties developing a new line of business in the professional services industry;

 
failure to identify, develop or profitably manage additional businesses;

 
failure to obtain new customers or retain existing customers;

 
inability to efficiently manage our operations;

 
inability to achieve future operating results;

 
inability to obtain capital for future growth;

 
loss of key executives; and

 
general economic and business conditions.

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Factors That May Affect Our Plan of Operation” in this document and in our Annual Report on Form 10-K for the year ended June 30, 2009, available at the SEC’s website at www.sec.gov.

 
12

 

RISK FACTORS

We are a development stage company organized in September 2006 and have no operating history, which makes an evaluation of us extremely difficult. At this stage of our business operations, even with our good faith efforts, potential investors have a high probability of losing their investment.
 
We were incorporated in September of 2006 as a Nevada corporation. Results of our start up have generated limited revenues from operations and have been focused on organizational, start-up, and market analysis activities since we incorporated. Our operating activities during this period consisted primarily of developing contacts for our consulting services.  There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors, including our ability to raise adequate working capital, demand for our services, the level of our competition and our ability to attract and maintain key management and employees.
 
Our prospects are subject to the risks and expenses encountered by start-up companies, such as ours, which are establishing a business as a consulting firm. Our limited operating history makes it difficult or impossible to predict future results of our operations. We may not establish a client base that will make us profitable, which might result in the loss of some or all of your investment in our common stock.
 
You should consider our prospects in light of the risks and difficulties frequently encountered by early stage companies in the rapidly evolving consulting market. These risks include, but are not limited to, an unpredictable business environment, the difficulty of managing growth and the use of our business model. To address these risks, we must, among other things:

·
expand our customer base;
·
enhance our name recognition;
·
expand our product and service offerings;
·
successfully implement our business and marketing strategy;
·
provide superior customer service;
·
respond effectively to competitive and technological developments; and
·
attract and retain qualified personnel.

  Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions. These marketability restrictions may prevent you from liquidating your stock, thus causing a loss of your investment.
 
Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:
 
 
Deliver to the customer, and obtain a written receipt for, a disclosure document;
 
Disclose certain price information about the stock;
 
Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;
 
Send monthly statements to customers with market and price information about the penny stock; and
 
In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.

 
13

 

BUSINESS OVERVIEW

Micro Mammoth Solutions, Inc. is a development stage company, originally incorporated in the State of Nevada on September 13, 2006. Contemporaneously, the company issued 100,000,000 shares of common stock at $0.0001 par value. As of December 31, 2009, there are 10,034,000 shares of common stock issued and outstanding. There have been no other sales or issuance of any securities during the second quarter ending December 31, 2009.

Micro Mammoth Solutions, Inc. was formed as a mortgage consulting firm. MIMS general plan of operation is to provide specialized consulting services to small and medium sized mortgage brokers and mortgage lenders.

To date the company has not been able to successfully implement its business plan or engaged in significant operations. Consequently the company has not been able to generate significant sustainable revenues. Our plan of operation has been, and for the foreseeable future will continue to be the marketing of our consulting services to small and medium size businesses that are mortgage brokers and mortgage lenders and expand our customer base.  MMSI consulting services will assist brokers and mortgage lenders with the customer service and marketing aspects of their business, allowing them to focus on the business aspects of providing mortgages.  Our consulting business will focus on customer service and marketing.

We have continuously incurred losses since our inception, totaling $185,268.  For the three months ended December 31, 2009, we had a net loss of $686 as compared to a net loss of $322 for the same three months ended December 31, 2008.

Recent Developments
 
On December 9, 2009, the Board of Directors of the Company appointed Mr. Christopher K. Davies as the Company’s new President and Chief Executive Officer. Pursuant to the terms of Mr. Davies’ employment, the Company’s sole Director and Chief Executive Officer, Mr. James Watson issued Mr. Davies 6.0 million shares of his common stock.   Prior to joining Atlas Capital Partners, Mr. Davies served as the Senior Managing Attorney and Assistant Corporate Secretary for Office Depot, Inc., a $15 billion fortune 150 company, listed on the New York Stock Exchange. Mr. Davies has led Office Depot’s corporate finance and securities transactions and compliance activities. He was also responsible for developing and structuring the Office Depot’s investments and financing opportunities in the U.S and overseas.  In addition, Mr. Davies served as Office Depot’s lead attorney for all of the their mergers and acquisitions in the U.S. and Canada
 
Mr. Davies succeeded Mr. James Watson, who served as the Company’s President and Chief Executive Officer since March, 2008.  Mr. Watson resigned his position contemporaneously with Mr. Davies’ appointment.

Our original plan of operation was to position Micro Mammoth Solutions, Inc. to market our consulting services to assist small and medium sized mortgage brokers and mortgage lenders with the customer service and marketing aspects of their business, allowing them to focus on the business aspects of providing mortgages.

Our current related party contract is providing revenue to continue operations as they exist currently. We have determined that our current level of revenue generation will not satisfy our business plan or original plan of operation. Our current revenue levels fail to substantiate and support shareholder value. Therefore, we have re-assessed our business model, and are aggressively seeking out other business opportunities in an effort to substantiate stockholder value.

We anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.

Micro Mammoth Solutions has elected to continue executing its business plan, making modifications as needed due to challenging market conditions and will continue to aggressively seek out other business opportunities in an effort to substantiate stockholder value.  We have been in the developmental stage since inception and have limited operations to date. Other than our current related party contract we have not commenced any additional operational activities.

Micro Mammoth may enter into a business combination with another targeted business entity. Such a combination would normally involve the transfer to the target business of the majority of our common stock, and the substitution by the target business of its own management and board of directors. In the event such transaction takes place, it is likely our sole officer and director would resign his positions with the Company.

We have, and will continue to have, no capital with which to provide the owners of business opportunities with any cash or other assets. However, management believes we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a company with registered securities. Our sole officer and director has not conducted market research and is not aware of statistical data to support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.

 
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Our audit reflects the fact that our income from our related party contract provides limited revenues. We have no other current source of income. Further, without realization of additional capital, it would be unlikely for the Company to continue as an ongoing concern.

Our sole officer and director has agreed that he will advance any additional funds which we need for operating capital and for costs in connection with searching for or completing an acquisition or merger. Such advances have historically been converted to equity. There is no minimum or maximum amount the Officer and Director will advance to us. We will not borrow any funds for the purpose of repaying advances made by such Officer and Director, and we will not borrow any funds to make any payments to our promoters, management or their affiliates or associates.
 
Satisfaction of our cash obligations for the next twelve months
 
The company has been determined by our auditor to be an ongoing concern. The company is not generating sufficient revenue to cover all of its expenses.

We plan on satisfying our cash obligations over the next twelve months through additional equity and/or third party financing. We do not anticipate generating revenues within the next twelve months, unless we successfully complete a merger or acquisition with a company generating revenues from operations.

A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate enough positive internal operating cash flow until such time as we complete the acquisition and can generate substantial revenues, which may take the next few years to fully realize, if ever. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations.
 
Liquidity and Capital Resources
 
Over the next twelve months we believe that existing capital and anticipated funds from operations will not be sufficient to sustain our operations. As a result, we will be required to seek additional capital to fund our operations through additional equity or debt financing or credit facilities. No assurance can be made that such financing would be available, and if available it may take either the form of debt or equity. In either case, the financing could have a negative impact on our financial condition and our Stockholders.

We anticipate incurring continued operating losses over the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. To address these risks we must, among other things, locate suitable acquisition targets, obtain a customer base, implement and successfully execute a business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.
 
Going Concern
 
The consolidated financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern. The Company’s cash position is inadequate to pay all of the costs associated with its intended business plan. Management intends to use borrowings and security sales to mitigate the effects of its cash position, however no assurance can be given that debt or equity financing, if and when required will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.

 
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We do not anticipate performing any significant product research and development under our plan of operation until such time as we complete an acquisition. We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time or anticipated to be needed in the next twelve months. As of September 30, 2009 we had 1 part-time employee. We are dependent upon James Watson our sole officer and director. We may need to hire full time operational staff if and when we complete the anticipated acquisition.
 
RESULTS OF OPERATIONS

For the three months ended December 31, 2009, we generated revenues of approximately $1,000 and incurred a net loss of $686.

For complete financial information, please see the enclosed financial statements and the accompanying notes.

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 is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 As a smaller reporting company, as defined by Rule 229,10(f)(1), Micro Mammoth Solutions, Inc. is not required to provide Quantitative and Qualitative disclosures about market risk.

ITEM 4 . CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES OVER FINANCIAL REPORTING
 
Based on evaluations on September 30, 2009, our principal executive and financial officer, has concluded that the disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act) are effective to ensure that information required to be disclosed by the company in reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that material information relating to the Company is accumulated and communicated to management, including our principal executive and financial officer, as appropriate to allow timely decisions regarding required disclosures. 

CHANGES IN INTERNAL CONTROLS

During the period covered by this quarterly report on Form 10-Q, the Company has not made any changes to its internal control over financial reporting (as referred to in Paragraph 4(b) of the Certifications of the Company’s principal executive and financial officer included as exhibits to his report) that have materially affected, or are reasonably likely to affect the Company’s internal control over financial reporting.

 
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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

ITEM 1A. RISK FACTORS

Smaller reporting companies are not required to provide the information required by this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales of unregistered securities during the period covered by this report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period covered by this report.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the period covered by this report.

ITEM 5. OTHER INFORMATION

There was no information required to be disclosed on Form 8-K during the period covered by this report.

ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement, filed July 17, 2007 under SEC File Number 333-144645, at the SEC website at www.sec.gov.

           
Incorporated by reference
Exhibit
 
Exhibit Description 
 
Filed
herewith
 
Form
 
Period
ending 
 
Exhibit
 
Filing
date
                         
3.1(i)
 
Articles of Incorporation
     
SB-2
     
3.1(i)
 
07/17/07
                         
3.1(ii)
 
Bylaws of Micro Mammoth Solutions, Inc.
     
SB-2
     
3.1(ii)
 
07/17/07
                         
31*
 
Certification of James Watson pursuant to Section 302 of the Sarbanes-Oxley Act
 
X
               
32*
 
Certification of James Watson pursuant to Section 906 of the Sarbanes-Oxley Act
 
X
               
 
 
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SIGNATURES

Pursuant to the requirements of Section 13 or Section 15(d) 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, on February 16, 2010.

MICRO MAMMOTH SOLUTIONS, INC.
REGISTRANT
 
/s/  Christopher K. Davies
Christopher K. Davies
Chief Executive Officer and
Principal Accounting Officer
 
 
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