Attached files
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EX-32.2 - SRKP 25 INC | v180629_ex32-2.htm |
EX-31.2 - SRKP 25 INC | v180629_ex31-2.htm |
EX-31.1 - SRKP 25 INC | v180629_ex31-1.htm |
EX-32.1 - SRKP 25 INC | v180629_ex32-1.htm |
FORM
10-Q
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended March 31, 2010
OR
o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from ________ to ________
Commission
file number 000-53021
SRKP 25,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
26-1583852
|
|
(State
or other jurisdiction
|
(I.R.S.
Employer Identification Number)
|
|
of
incorporation or organization)
|
|
4737 North Ocean Drive,
Suite 207, Lauderdale by the Sea, FL 33308
(Address
of principal executive offices)
(310)
203-2902
(Registrant’s
telephone number, including area code)
No
change
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes x No o.
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, 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 o No o
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated file. 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.
|
|
(Do
not check if a smaller reporting company)
|
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.
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes o No o.
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 7,096,390 shares of common stock, par
value $.0001 per share, outstanding as of April 15, 2010.
SRKP
25, INC.
-
INDEX -
Page
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|||
PART
I – FINANCIAL INFORMATION:
|
|||
Item
1.
|
Financial
Statements:
|
1
|
|
Balance
Sheets as of March 31, 2010 (Unaudited) and December 31,
2009
|
2
|
||
Statements
of Operations (Unaudited) for the Three Months Ended March 31,
2010
|
|
|
|
and
March 31, 2009 and for the Cumulative Period from December 17,
2007
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|||
(Inception)
to March 31, 2010
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3
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||
Statements
of Cash Flows (Unaudited) for the Three Months Ended March 31,
2010
|
|
||
and
March 31, 2009 and for the Cumulative Period from December 17,
2007
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|||
(Inception)
to March 31, 2010
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4
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||
Notes
to Financial Statements
|
5
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||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and
|
|
|
Results
of Operations
|
8
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||
Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
|
11
|
|
Item
4.
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Controls
and Procedures
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11
|
|
PART
II – OTHER
INFORMATION:
|
|||
Item
1.
|
Legal
Proceedings
|
12
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Item
1A.
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Risk
Factors
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12
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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12
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Item
3.
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Defaults
Upon Senior Securities
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12
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Item
4.
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Removed
and Reserved
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12
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Item
5.
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Other
Information
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12
|
|
Item
6.
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Exhibits
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13
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Signatures
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14
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PART I – FINANCIAL
INFORMATION
Item
1. Financial Statements.
The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-Q. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
In the
opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim periods presented.
The
results for the period ended March 31, 2010 are not necessarily indicative of
the results of operations for the full year. These financial statements and
related footnotes should be read in conjunction with the financial statements
and footnotes thereto included in the Company’s Form 10-K filed with the
Securities and Exchange Commission for the period ended December 31,
2009.
1
SRKP
25, INC.
(A
Development Stage Company)
BALANCE
SHEETS
March 31,
|
December 31,
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|||||||
2010
|
2009
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|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
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$ | 12,729 | $ | 21,349 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Due
to Stockholders
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97,500 | 97,500 | ||||||
COMMITMENTS
AND CONTINGENCIES
|
||||||||
STOCKHOLDERS'
EQUITY (DEFICIT):
|
||||||||
Preferred
stock, $.0001 par value
|
||||||||
10,000,000
shares authorized, none issued
|
- | - | ||||||
Common
stock, $.0001 par value
|
||||||||
100,000,000
shares authorized, 7,096,390 issued and
|
||||||||
outstanding
|
710 | 710 | ||||||
Additional
paid-in capital
|
6,790 | 6,790 | ||||||
(Deficit)
accumulated during development stage
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(92,271 | ) | (83,651 | ) | ||||
Total
Stockholders' Equity (Deficit)
|
(84,771 | ) | (76,151 | ) | ||||
$ | 12,729 | $ | 21,349 |
SEE
ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS
2
SRKP
25, INC.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
(Unaudited)
Cumulative from
|
||||||||||||
For the Three
|
For the Three
|
December 17, 2007
|
||||||||||
Months Ended
|
Months Ended
|
(Inception) to
|
||||||||||
March 31, 2010
|
March 31, 2009
|
March 31, 2010
|
||||||||||
REVENUE
|
$ | - | $ | - | $ | - | ||||||
EXPENSES
|
8,620 | 12,253 | 92,271 | |||||||||
NET
(LOSS)
|
$ | (8,620 | ) | $ | (12,253 | ) | $ | (92,271 | ) | |||
NET
(LOSS) PER COMMON SHARE-BASIC
|
$ | * | $ | * | ||||||||
WEIGHTED
AVERAGE NUMBER OF
|
||||||||||||
COMMON
SHARES OUTSTANDING
|
7,096,390 | 7,096,390 |
* Less
than $.01
SEE
ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS
3
SRKP
25, INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
(Unaudited)
Cumulative from
|
||||||||||||
For the Three
|
For the Three
|
December 17, 2007
|
||||||||||
Months Ended
|
Months Ended
|
(Inception) to
|
||||||||||
March 31, 2010
|
March 31, 2009
|
March 31, 2010
|
||||||||||
CASH
FLOWS (TO) OPERATING ACTIVITIES:
|
||||||||||||
Net
(loss)
|
$ | (8,620 | ) | $ | (12,253 | ) | $ | (92,271 | ) | |||
Net
Cash (Used In) Operating Activities
|
(8,620 | ) | (12,253 | ) | (92,271 | ) | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Common
stock issued for cash
|
- | - | 5,000 | |||||||||
Warrants
issued for cash
|
- | - | 2,500 | |||||||||
Advances
from stockholders
|
- | 25,000 | 97,500 | |||||||||
Net
Cash Provided by Financing Activities
|
- | 25,000 | 105,000 | |||||||||
NET
INCREASE/(DECREASE) IN CASH AND CASH
|
||||||||||||
EQUIVALENTS:
|
(8,620 | ) | 12,747 | 12,729 | ||||||||
CASH
AND CASH EQUIVALENTS, BEGINNING
|
||||||||||||
OF
PERIOD
|
21,349 | 3,581 | - | |||||||||
CASH
AND CASH EQUIVALENTS, END
|
||||||||||||
OF
PERIOD
|
$ | 12,729 | $ | 16,328 | $ | 12,729 |
SEE
ACCOMPANYING FOOTNOTES TO THE FINANCIAL STATEMENTS
4
SRKP
25, INC.
(A
Development Stage Company)
NOTES TO FINANCIAL
STATEMENTS
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
History
SRKP 25,
Inc. (the Company), a development stage company, was incorporated under the laws
of the State of Delaware on December 17, 2007. The Company is in the
development stage as defined in Financial Accounting Standards Board Accounting
Standards Codification ("ASC") Topic 915 "Development Stage
Entities". The fiscal year end is December 31.
The
Company filed a Form 10-SB registration statement with the Securities and
Exchange Commission (SEC) pursuant to Section 12(g) of the Securities Exchange
Act of 1934. The registration statement has been declared effective as of
March 17, 2008.
Going Concern and Plan of
Operation
The
Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company is in
the development stage and has negative working capital, negative stockholders’
equity and has not earned any revenues from operations to date. These conditions
raise substantial doubt about its ability to continue as a going
concern.
The
Company is currently devoting its efforts to locating merger
candidates. The Company's ability to continue as a going concern is
dependent upon its ability to develop additional sources of capital, locate and
complete a merger with another company, and ultimately, achieve profitable
operations. The accompanying financial statements do not include any adjustments
that might result from the outcome of these uncertainties.
Income
Taxes
In
accordance with ASC Topic 740, Accounting for Income Taxes, the Company accounts
for income taxes under the liability method of accounting for income
taxes. Under this method, deferred income taxes are recorded to reflect
the tax consequences in future years of temporary differences between the tax
basis of the assets and liabilities and their financial amounts at
year-end. .
For federal income tax purposes,
substantially all startup and organizational expenses must be deferred until the
Company commences business. The Company may elect a limited deduction of
up to $5,000 in the taxable year in which the trade or business begins.
The $5,000 must be reduced by the amount of startup costs in excess of
$50,000. The remainder of the expenses not deductible must be amortized
over a 180-month period beginning with the month in which the active trade or
business begins. These expenses will not be deducted for tax purposes and
will represent a deferred tax asset. The Company will provide a valuation
allowance in the full amount of the deferred tax asset since there is no
assurance of future taxable income. Tax deductible losses can be carried
forward for 20 years until utilized.
Deferred Offering
Costs
Deferred
offering costs, consisting of legal, accounting and filing fees relating to an
offering will be capitalized. The deferred offering costs will be offset against
offering proceeds in the event the offering is successful. In the event the
offering is unsuccessful or is abandoned, the deferred offering costs will be
expensed.
5
SRKP
25, INC.
(A
Development Stage Company)
NOTES TO FINANCIAL
STATEMENTS
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash
Equivalents
Cash and
cash equivalents consist primarily of cash in banks and highly liquid
investments with original maturities of 90 days or less.
Concentrations of Credit
Risk
The
Company maintains all cash in deposit accounts, which at times may exceed
federally insured limits. The Company has not experienced a loss in
such accounts.
Earnings per Common
Share
Basic
earnings per common share are computed based upon the weighted average number of
common shares outstanding during the period. Diluted earnings per
share consists of the weighted average number of common shares outstanding plus
the dilutive effects of options and warrants calculated using the treasury stock
method. In loss periods, dilutive common equivalent shares are
excluded as the effect would be anti-dilutive.
At March
31, 2010 and 2009, the only potential dilutive securities were 7,096,390
common stock warrants. Due to the net loss, none of the potentially dilutive
securities were included in the calculation of diluted earnings per share since
their effect would be anti-dilutive.
Use of Estimates in the
Preparation of Financial Statements
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, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates and assumptions.
Recently Issued Accounting
Pronouncements
The
Company has adopted all recently issued accounting
pronouncements. The adoption of the accounting pronouncements,
including those not yet effective, is not anticipated to have a material effect
on the financial position or results of operations of the Company.
NOTE
2 - STOCKHOLDERS' EQUITY
During
December 2007, the Company sold for $5,000 cash 7,096,390 shares of its $.0001
par value common stock to various investors. In addition, the Company also sold
to these investors for $2,500 cash warrants to purchase 7,096,390 shares of
common stock at an exercise price of $.0001. These warrants expire at
the earlier date of 10 years from date of purchase or 5 years from the date the
Company consummates a merger or other business combination with an operating
business or any other event to which the Company ceases to be a “shell
company.”
6
SRKP
25, INC.
(A
Development Stage Company)
NOTES TO FINANCIAL
STATEMENTS
NOTE
3 - RELATED PARTY TRANSACTIONS
The
Company neither owns nor leases any real or personal property. Most office
services are provided at a charge by WestPark Capital. The Company’s
President is also the Chief Executive Officer of WestPark Capital. For the three
months ended March 31, 2010, the Company incurred costs of $3,000 for these
services. The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities that become available. Such persons may face a conflict
in selecting between the Company and their other business interests. The Company
has not formulated a policy for the resolution of such conflicts.
NOTE
4 - DUE TO STOCKHOLDERS
Since
inception certain stockholders have advanced the Company $97,500 to pay for
operating expenses. These funds have been advanced interest free, are unsecured,
and are due on demand.
NOTE
5 - POTENTIAL MERGER
On March
31, 2010, the Company entered into a Share Exchange Agreement (the “Agreement”)
with CD Media (Holding) Co., Limited, a company organized in the British Virgin
Islands (“CD Media BVI”), Huizhou CD Media Advertisement Co., Ltd., a company
organized in the People’s Republic of China and a wholly-owned subsidiary of CD
Media BVI (“CD Media Huizhou”), Beijing CD Media Advertisement Co., Ltd, a
company organized in the People’s Republic of China and controlled by CD Media
Huizhou (“CD Media Beijing”, and together with CD Media BVI and CD Media
Huizhou, the “CD Media Entities”) and all of the shareholders of CD Media BVI
(each, a “shareholder” and collectively, the “Shareholders”) pursuant to which
the Company will issue an aggregate of 18,900,000 shares (the “Company Shares”)
of the Company’s common stock, par value $.0001 per share (the “Common Stock”)
to the Shareholders in exchange for 100% of the issued and outstanding shares of
the capital stock of CD Media BVI (the “Share Exchange”). The terms of the Share
Exchange provide that the Company will cause to be cancelled, up to an aggregate
of 5,096,390 shares of the Company’s Common Stock and warrants to purchase up to
an aggregate of 6,329,723 shares of Common Stock held by certain stockholders
(the “Share and Warrant Cancellation”) pursuant to the terms and conditions of
that certain Share and Warrant Cancellation Agreement. The Company,
among other things, also agreed to have concluded an equity financing by the
time of the closing of the Share Exchange (the “Equity
Financing”).
7
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
Forward
Looking Statement Notice
Certain
statements made in this Quarterly Report on Form 10-Q are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of SRKP 25, Inc.
(“we”, “us”, “our” or the “Company”) to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. The
Company's plans and objectives are based, in part, on assumptions involving the
continued expansion of business. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Quarterly Report will prove to be accurate. In light
of the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
Description
of Business
The
Company was incorporated in the State of Delaware on December 17, 2007 and
maintains its principal executive office at 4737 North Ocean Drive, Suite 207,
Lauderdale by the Sea, FL 33308. Since inception, the Company has
been engaged in organizational efforts and obtaining initial financing. The
Company was formed as a vehicle to pursue a business combination through the
acquisition of, or merger with, an operating business. The Company filed a
registration statement on Form 10-SB with the U.S. Securities and Exchange
Commission (the “SEC”) on January 16, 2008, and since its effectiveness, the
Company has focused its efforts to identify a possible business
combination
The Company is currently considered to
be a “blank check” company. The SEC defines those companies as "any development
stage company that is issuing a penny stock, within the meaning of Section
3(a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and that has
no specific business plan or purpose, or has indicated that its business plan is
to merge with an unidentified company or companies." Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. The Company is also a “shell
company,” defined in Rule 12b-2 under the Exchange Act as a company with no or
nominal assets (other than cash) and no or nominal operations. Management does
not intend to undertake any efforts to cause a market to develop in our
securities, either debt or equity, until we have successfully concluded a
business combination. The Company intends to comply with the periodic reporting
requirements of the Exchange Act for so long as we are subject to those
requirements.
On March 31, 2010, the Company entered
into a Share Exchange Agreement (the “Agreement”) with CD Media (Holding) Co.,
Limited, a company organized in the British Virgin Islands (“CD Media BVI”),
Huizhou CD Media Advertisement Co., Ltd., a company organized in the People’s
Republic of China and a wholly-owned subsidiary of CD Media BVI (“CD Media
Huizhou”), Beijing CD Media Advertisement Co., Ltd, a company organized in the
People’s Republic of China and controlled by CD Media Huizhou (“CD Media
Beijing”, and together with CD Media BVI and CD Media Huizhou, the “CD Media
Entities”) and all of the shareholders of CD Media BVI (each, a “shareholder”
and collectively, the “Shareholders”) pursuant to which the Company will issue
an aggregate of 18,900,000 shares (the “Company Shares”) of the Company’s common
stock, par value $.0001 per share (the “Common Stock”) to the Shareholders in
exchange for 100% of the issued and outstanding shares of the capital stock of
CD Media BVI (the “Share Exchange”). The terms of the Share Exchange provide
that the Company will cause to be cancelled, up to an aggregate of 5,096,390
shares of the Company’s Common Stock and warrants to purchase up to an aggregate
of 6,329,723 shares of Common Stock held by certain stockholders (the “Share and
Warrant Cancellation”) pursuant to the terms and conditions of that certain
Share and Warrant Cancellation Agreement. The Company, among other
things, also agreed to have concluded an equity financing by the time of the
closing of the Share Exchange (the “Equity Financing”).
8
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months will be to complete the transactions contemplated by the
Share Exchange. In the event the Company does not consummate the
transactions contemplated by the Share Exchange the Company’s principal business
objective for the next 12 months and beyond such time will be to achieve
long-term growth potential through a combination with an operating business. The
Company will not restrict its potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business.
The Company currently does not engage
in any business activities that provide cash flow. During the next
twelve months we anticipate incurring costs related to:
(i)
|
filing
Exchange Act reports, and
|
(ii)
|
investigating,
analyzing and consummating an
acquisition.
|
We believe we will be able to meet
these costs through use of funds in our treasury, through deferral of fees by
certain service providers and additional amounts, as necessary, to be loaned to
or invested in us by our stockholders, management or other
investors.
If the Share Exchange is not
consummated, the Company may consider acquiring a business which has recently
commenced operations, is a developing company in need of additional funds for
expansion into new products or markets, is seeking to develop a new product or
service, or is an established business which may be experiencing financial or
operating difficulties and is in need of additional capital. In the alternative,
a business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital but which desires to
establish a public trading market for its shares while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.
Since our Registration Statement on
Form 10-SB went effective, our management has had contact and discussions with
representatives of other entities regarding a business combination with us. Any
target business that is not selected, in the event the Share Exchange is not
consummated, may be a financially unstable company or an entity in its early
stages of development or growth, including entities without established records
of sales or earnings. In that event, we will be subject to numerous risks
inherent in the business and operations of financially unstable and early stage
or potential emerging growth companies. In addition, we may effect a business
combination with an entity in an industry characterized by a high level of risk,
and, although our management will endeavor to evaluate the risks inherent in a
particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.
The Company anticipates that the
selection of a business combination will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in some
industries and shortages of available capital, our management believes that
there are numerous firms seeking even the limited additional capital which we
will have and/or the perceived benefits of becoming a publicly traded
corporation. Such perceived benefits of becoming a publicly traded corporation
include, among other things, facilitating or improving the terms on which
additional equity financing may be obtained, providing liquidity for the
principals of and investors in a business, creating a means for providing
incentive stock options or similar benefits to key employees, and offering
greater flexibility in structuring acquisitions, joint ventures and the like
through the issuance of stock.
9
Potentially
available business combinations may occur in many different industries and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
We contemplate that at least one of the
third parties who may introduce business combinations to us may be WestPark
Capital, Inc. (“WestPark Capital”), a Colorado corporation and a registered
broker-dealer. Richard A. Rappaport, our President, director and one of our
controlling stockholders, indirectly holds a 100% interest in, and is the Chief
Executive Officer of, WestPark Capital, a FINRA member. Anthony C. Pintsopoulos,
our Secretary, Chief Financial Officer, director and one of our principal
stockholders, is the President and Chief Financial Officer of WestPark
Capital.
Liquidity
and Capital Resources
As of March 31, 2010, the Company had
assets equal to $12,729 comprised exclusively of cash. This compares
with assets of $21,349, comprised exclusively of cash, as of December 31,
2009. The Company’s current liabilities as of March 31, 2010 totaled
$97,500, comprised exclusively of monies due to stockholders. This
compares to the Company’s current liabilities as of December 31, 2009 of
$97,500, comprised exclusively of monies due to stockholders. The Company
can provide no assurance that it can continue to satisfy its cash requirements
for at least the next twelve months.
The following is a summary of the
Company's cash flows provided by (used in) operating, investing, and financing
activities:
Three Months
Ended March
31, 2010
|
Three Months
Ended March
31, 2009
|
For the
Cumulative
Period from
December 17,
2007 (Inception)
to
March 31, 2010
|
||||||||||
Net
Cash (Used in) Operating Activities
|
$ | (8,620 | ) | $ | (12,253 | ) | $ | (92,271 | ) | |||
Net
Cash (Used in) Investing Activities
|
$ | - | $ | - | $ | - | ||||||
Net
Cash Provided by Financing Activities
|
$ | - | $ | 25,000 | $ | 105,000 | ||||||
Net
Increase/(Decrease) in Cash and Cash Equivalents
|
$ | (8,620 | ) | $ | 12,747 | $ | 12,729 |
The
Company has only cash assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.
Results
of Operations
The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from December 17, 2007 (Inception) to March 31,
2010. It is unlikely the Company will have any revenues unless it is
able to effect an acquisition or merger with an operating company, of which
there can be no assurance. It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going
concern. The Company’s plan of operation for the next twelve months shall
be to continue its efforts to locate suitable acquisition
candidates.
10
For the
three months ending March 31, 2010, the Company had a net loss of $8,620,
comprised of legal, accounting, audit and other professional service fees
incurred in relation to the filing of the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2009 in February of 2010. This compares
with a net loss of $12,253 for the three months ending March 31, 2009, comprised
of legal, accounting, audit and other professional service fees incurred in
relation to the filing of the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2008 in February of 2009.
For the
cumulative period from December 17, 2007 (Inception) to March 31, 2010, the
Company had a net loss of $92,271, comprised exclusively of legal, accounting,
audit and other professional service fees incurred in relation to the formation
of the Company, the filing of the Company’s Registration Statement on Form 10-SB
in January of 2008 and the filing of the Company’s Quarterly and Annual Reports
on Form 10-Q and Form 10-K.
Off-Balance Sheet
Arrangements
The Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company’s financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.
Contractual
Obligations
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
information required by this Item.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules, regulations and related forms, and that
such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
As of
March 31, 2010, we carried out an evaluation, under the supervision and with the
participation of our principal executive officer and our principal financial
officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this report.
Changes
in Internal Controls
There have been no changes in our
internal controls over financial reporting during the quarter ended March 31,
2010 that have materially affected or are reasonably likely to materially affect
our internal controls.
11
PART II — OTHER
INFORMATION
Item
1. Legal Proceedings.
To the best knowledge of the officers
and directors, the Company is not a party to any legal proceeding or
litigation.
Item
1A. Risk Factors.
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
information required by this Item.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
None.
Item 3. Defaults Upon
Senior Securities.
None.
Item
4. Removed and Reserved.
Item 5. Other
Information.
On March
31, 2010, the Company entered into a Share Exchange Agreement (the “Agreement”)
with CD Media (Holding) Co., Limited, a company organized in the British Virgin
Islands (“CD Media BVI”), Huizhou CD Media Advertisement Co., Ltd., a company
organized in the People’s Republic of China and a wholly-owned subsidiary of CD
Media BVI (“CD Media Huizhou”), Beijing CD Media Advertisement Co., Ltd, a
company organized in the People’s Republic of China and controlled by CD Media
Huizhou (“CD Media Beijing”, and together with CD Media BVI and CD Media
Huizhou, the “CD Media Entities”) and all of the shareholders of CD Media BVI
(each, a “shareholder” and collectively, the “Shareholders”) pursuant to which
the Company will issue an aggregate of 18,900,000 shares (the “Company Shares”)
of the Company’s common stock, par value $.0001 per share (the “Common Stock”)
to the Shareholders in exchange for 100% of the issued and outstanding shares of
the capital stock of CD Media BVI (the “Share Exchange”). The terms of the Share
Exchange provide that the Company will cause to be cancelled, up to an aggregate
of 5,096,390 shares of the Company’s Common Stock and warrants to purchase up to
an aggregate of 6,329,723 shares of Common Stock held by certain stockholders
(the “Share and Warrant Cancellation”) pursuant to the terms and conditions of
that certain Share and Warrant Cancellation Agreement. The Company,
among other things, also agreed to have concluded an equity financing by the
time of the closing of the Share Exchange (the “Equity Financing”).
If
completed, the Share Exchange will result in a change in control of the
Company. The Company will become the 100% parent corporation of CD
Media BVI and the Shareholders will become stockholders of the Company. Li Hui
Hua and Fu Hai Ming will be appointed to the board of directors of the Company
and the current members of our board of directors, Richard A. Rappaport, our
current President and Anthony C. Pintsopoulos, our Chief Financial Officer and
Secretary will resign from their director and officer positions with the
Company. In addition, concurrent with the closing of the Share
Exchange, the board of directors will appoint Li Hui Hua and Fu Hai Ming to
serve as our Chief Executive Officer and Corporate Secretary,
respectively.
12
Item
6. Exhibits.
(a) Exhibits
required by Item 601 of Regulation S-K.
Exhibit No.
|
Description
|
|
*3.1
|
Certificate
of Incorporation, as filed with the Delaware Secretary of State on
December 17, 2007.
|
|
*3.2
|
By-laws.
|
|
31.1
|
Certification
of the Company’s Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended March 31,
2010.
|
|
31.2
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended March 31,
2010.
|
|
32.1
|
Certification
of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2
|
|
Certification
of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
*
|
Filed
as an exhibit to the Company's Registration Statement on Form 10-SB, as
filed with the SEC on January 16, 2008, and incorporated herein by this
reference.
|
13
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
SRKP
25, INC.
|
||
Dated:
April 15, 2010
|
By:
|
/s/ Richard A. Rappaport
|
Richard
A. Rappaport
|
||
President
and Director
|
||
Principal Executive Officer
|
||
Dated:
April 15, 2010
|
By:
|
/s/ Anthony C.
Pintsopoulos
|
Anthony
C. Pintsopoulos
|
||
Secretary,
Chief Financial Officer and Director
|
||
Principal
Accounting Officer
|
||
Principal
Financial Officer
|
14