Attached files
| file | filename |
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| EX-31.1 - CERT 302 - CEO, CFO - STATIONDIGITAL CORP | ex31-1.htm |
| EX-32.1 - CERT 906 - CEO, CFO - STATIONDIGITAL CORP | ex32-1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-Q/A*
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x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended:
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November 30, 2010
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
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___________
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to
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____________
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Commission file number:
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333-157010
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ALARMING DEVICES, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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26-3062327
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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112 North Curry Street, Carson City, NV 89703-4934
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(Address of principal executive offices) (Zip Code)
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775-284-3707
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(Registrant’s telephone number, including area code)
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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.
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Yes x No o
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filero (Do not check if a smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).
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Yes xNo o
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Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of December 20, 2010, the registrant had 5,340,000 shares of common stock, $0.001 par value, issued and outstanding.
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*Explanatory Note: This 10Q/A is provided to correct an error in enumerated items on pages 12 and 13 and the end date of the period covered by this report as referenced in Exhibit 31.1 . All else is unchanged.
- 1 -
Index
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Page
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PART I - FINANCIAL INFORMATION
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Number
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Item 1.
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Financial Statements
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3
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of
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Operations
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12
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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14
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Item 4.
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Controls and Procedures
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15
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PART II - OTHER INFORMATION
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Item 1.
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Legal Proceedings
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16
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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16
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Item 3.
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Defaults Upon Senior Securities
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16
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Item 4.
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Submission of Matters to a Vote of Security Holders
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16
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Item 5.
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Other Information
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16
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Item 6.
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Exhibits
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17
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- 2 -
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ALARMING DEVICES, INC.
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(A Development Stage Company)
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FINANCIAL STATEMENTS
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November 30, 2010
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Unaudited
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BALANCE SHEETS
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STATEMENTS OF OPERATIONS
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STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
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STATEMENTS OF CASH FLOW
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NOTES TO FINANCIAL STATEMENTS
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- 3 -
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ALARMING DEVICES, INC.
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(A Development Stage Company)
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BALANCE SHEETS
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Unaudited
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November 30, 2010
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August 31, 2010
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(Audited)
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ASSETS
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CURRENT ASSETS
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Cash
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$ | 1,890 | $ | 6,315 | ||||
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TOTAL ASSETS
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$ | 1,890 | $ | 6,315 | ||||
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LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
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CURRENT LIABILITIES
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Accounts payable and accrued liabilities
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$ | 13,000 | $ | 13,500 | ||||
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Loans from Related Party
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22,707 | 22,596 | ||||||
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TOTAL CURRENT LIABILITIES
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$ | 35,707 | $ | 36,096 | ||||
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STOCKHOLDER'S EQUITY ( DEFICIT )
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Capital stock (Note 5)
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Authorized
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75,000,000 shares of common stock, $0.001 par value,
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Issued and outstanding
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5,340,000 shares of common stock
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$ | 5,340 | $ | 5,340 | ||||
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Additional Paid in Capital
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9,860 | 9,860 | ||||||
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Deficit accumulated during the development stage
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(49,016 | ) | (44,981 | ) | ||||
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TOTAL STOCKHOLDER'S EQUITY/(DEFICIT)
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$ | (33,816 | ) | $ | (29,781 | ) | ||
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TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)
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$ | 1,890 | $ | 6,315 | ||||
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The accompanying notes are an integral part of these financial statements
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- 4 -
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(A Development Stage Company)
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STATEMENTS OF OPERATIONS
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Unaudited
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Cumulative results
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Three months
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Three months
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from inception
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ended
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ended
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(July22, 2008) to
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November 30, 2010
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November 30, 2009
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November 30, 2010
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REVENUE
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Revenues
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$ | - | $ | - | $ | - | ||||||||||
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Total Revenues
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- | $ | - | $ | - | |||||||||||
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EXPENSES
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Office and general
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$ | 535 | $ | 3,000 | $ | 14,645 | ||||||||||
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Professional Fees
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3,500 | 1,370 | 34,371 | |||||||||||||
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Total Expenses
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$ | 4,035 | $ | 4,370 | $ | 49,016 | ||||||||||
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Provision for Income Tax
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$ | - | $ | - | $ | - | ||||||||||
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NET LOSS
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$ | (4,035 | ) | $ | (4,370 | ) | $ | $ | (49,016 | ) | ||||||
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BASIC AND DILUTED LOSS PER COMMON SHARE
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| $ | - | $ | - | |||||||||||||
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
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| 5,340,000 | 5,000,000 | |||||||||||||||
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The accompanying notes are an integral part of these financial statements
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- 5 -
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ALARMING DEVICES, INC.
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(A Development Stage Company)
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STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
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From inception (July22, 2008) to November 30, 2010
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Deficit
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accumulated
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| Common Stock |
Additional
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Share
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during the
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Number of
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Paid-in
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Subscription
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development
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shares
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Amount
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Capital
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Receivable
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stage
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Total
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Balance, July 22, 2008
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- | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||
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Common stock issued for cash at $0.001
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per share on August, 2008
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5,000,000 | $ | 5,000 | $ | - | $ | (5,000 | ) | - | $ | - | ||||||||||||||
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Net loss for the period ended
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August 31, 2008
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- | - | |||||||||||||||||||||||
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Balance, August 31, 2008
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5,000,000 | $ | 5,000 | $ | - | $ | (5,000 | ) | $ | - | $ | - | |||||||||||||
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Subscription Receivable
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5,000 | 5,000 | |||||||||||||||||||||||
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Net loss for the year ended
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August 31, 2009
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- | - | - | - | (19,218 | ) | (19,218 | ) | |||||||||||||||||
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Balance, August 31, 2009
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5,000,000 | $ | 5,000 | $ | - | $ | - | $ | (19,218 | ) | $ | (14,218 | ) | ||||||||||||
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Common stock issued for cash at $0.001
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per share on December, 2009
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340,000 | 340 | 9,860 | 10,200 | |||||||||||||||||||||
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Net loss for the year ended
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August 31, 2010
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- | - | - | - | (25,763 | ) | (25,763 | ) | |||||||||||||||||
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Balance, August 31, 2010
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5,340,000 | $ | 5,340 | $ | 9,860 | $ | - | $ | (44,981 | ) | $ | (29,781 | ) | ||||||||||||
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Net loss for the period ended
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November 30, 2010
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- | - | - | - | (4,035 | ) | (4,035 | ) | |||||||||||||||||
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Balance, November 30, 2010 (Unaudited)
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5,680,000 | $ | 5,340 | $ | 9,860 | $ | - | $ | (49,016 | ) | $ | (33,816 | ) | ||||||||||||
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The accompanying notes are an integral part of these financial statements
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- 6 -
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ALARMING DEVICES, INC.
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(A Development Stage Company)
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STATEMENTS OF CASH FLOW
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Unaudited
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Three months
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Three months
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July22, 2008
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ended
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ended
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(inception date) to
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November 30, 2010
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November 30, 2009
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November 30, 2010
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$ | (4,035 | ) | $ | (4,370 | ) | $ | (49,016 | ) | |||
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Adjustment to reconcile net loss to net cash
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used in operating activities
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Increase (decrease) in accrued expenses
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(500 | ) | (1,128 | ) | 13,000 | |||||||
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Increase (decrease) in Related Party Loan
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
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| (4,535 | ) | (5,498 | ) | (36,016 | ) | |||||||
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CASH FLOWS FROM INVESTING ACTIVITIES
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- | - | - | |||||||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Increase (decrease) in Related Party Loan
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110 | 3,370 | 22,706 | |||||||||
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Proceeds from sale of common stock
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- | - | 15,200 | |||||||||
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NET CASH PROVIDED BY FINANCING ACTIVITIES
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| 110 | 3,370 | 37,906 | ||||||||||
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NET INCREASE ( DECREASE) IN CASH
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(4,425 | ) | (2,128 | ) | 1,890 | |||||||
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CASH, BEGINNING OF PERIOD
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6,315 | 2,805 | - | |||||||||
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CASH, END OF PERIOD
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$ | 1,890 | $ | 677 | $ | 1,890 | ||||||
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Supplemental cash flow information and noncash financing activities:
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Cash paid for:
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Interest
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$ | - | $ | - | $ | - | ||||||
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Income taxes
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$ | - | $ | - | $ | - | ||||||
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The accompanying notes are an integral part of these financial statements
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- 7 -
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(A Development Stage Enterprise)
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NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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November 30, 2010
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NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
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Alarming Devices, Inc. (“Company”) is in the initial development stage and has incurred losses since inception totalling $49,016. The Company was incorporated on July 22, 2008 in the State of Nevada and established a fiscal year end of August. The Company is a development stage company and intends to import from China and supply a reliable and affordable home and commercial wireless alarm system.
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Interim Financial Statements
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The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months period ended November 30, 2010 and 2009 are not necessarily indicative of the results that may be expected for the year ending August 31, 2011. For further information, refer to the financial statements and footnotes thereto included in our Form 10-K Report for the fiscal year ended August 31, 2010.
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Basis of Presentation
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The financial statements present the balance sheet, statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.
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Advertising
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Advertising costs are expensed as incurred. As of November 30, 2010, no advertising costs have been incurred.
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Property
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The Company does not own or rent any property. The office space is provided by the president (or a director or whoever) at no charge.
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Use of Estimates and Assumptions
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Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
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- 8 -
- 9 -
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ALARMING DEVICES, INC.
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(A Development Stage Enterprise)
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NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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November 30, 2010
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.
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NOTE 3 – GOING CONCERN
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The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $33,816, an accumulated deficit of $49,016 and net loss from operations since inception of $49,016. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares.
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As of November 30, 2010, the Company had issued 5,000,000 Founder’s shares at $0.001 per share for net funds received by the Company of $5,000 and 340,000 common shares at $0.03 per share for net funds received of $10,200.
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The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs
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NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS
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In accordance with the requirements of ASC 825 and ASC 820, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.
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- 10 -
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ALARMING DEVICES, INC.
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(A Development Stage Enterprise)
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NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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November 30, 2010
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NOTE 5 – CAPITAL STOCK
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The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
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As of November 30, 2010, the Company has not granted any stock options and has not recorded any stock-based compensation.
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On August 11, 2008, the Company issued 5,000,000 shares of the common stock in the Company at $0.001 per share for $5,000 to the director of the Company.
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During December 2009, the Company issued 340,000 shares of Common stock in the Company at $0.03 per shares for $10,200.
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As of November 30, 2010 the Company had 5,340,000 shares of common stock issued and outstanding.
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NOTE 6 – LOAN PAYABLE – RELATED PARTY LOANS
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The Company has received $22,707 as a loan from a Director. The loan is payable on demand and without interest.
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NOTE 7 – INCOME TAXES
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We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.
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The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of November 30, 2010 are as follows:
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November 30, 2010
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Net operating loss carry forward
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49,016 | |||
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Effective Tax rate
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35 | % | ||
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Deferred Tax Assets
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17,156 | |||
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Less: Valuation Allowance
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(17,156 | ) | ||
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Net deferred tax asset
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$ | 0 | ||
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The net federal operating loss carry forward will expire between 2027 and 2028. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
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- 11 -
Item 2. Management`s Discussion and Analysis of Financial Condition and Results of Operations
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Overview
Alarming Devices, Inc. ("Alarming Devices", "the Company", “our” or "we") was incorporated in the State of Nevada as a for-profit company on July 22, 2008. We are a development stage company that intends to import from China and supply a reliable and affordable home and commercial wireless alarm system to resellers and distributors in North America. The company will import and distribute through certified resellers that will install and provide end user support. The company will also allow resellers to customer label the products so they could have the opportunity to create their own “house” brand. The Company would import and hold products with a shipping agent that would pick and ship for the company contractually to help control fixed costs.
The Company intends to seek a master distributor in North America who already supplies the alarm industry. The Master Distributor will have exclusive reseller rights throughout the territory; product manufactured specifically for Alarming Devices will be shipped directly from the manufacturer to the master distributor.
Plan of Operation
The Company has not yet generated any revenue from its operations. As of the fiscal quarter ended November 30, 2010 we had $1,890 of cash on hand. We incurred operating expenses in the amount of $49,016 since July 22, 2008 to November 30, 2010. These operating expenses were comprised of professional fees and office and general expenses.
Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities. We have registered 2,000,000 of or our common stock for sale to the public. Our registration statement became effective on November 30, 2009 and we are in the process of seeking equity financing to fund our operations over the next 12 months.
Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
If Alarming Devices is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering described herein and failure thereof would result in Alarming Devices having to seek capital from other resources such as debt financing, which may not even be available to the company. However, if such financing were available, because Alarming Devices is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Alarming Devices cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Alarming Devices common stock would lose all of their investment.
Our specific goal is to import and supply an affordable wireless alarm system. We intend to accomplish the foregoing through the following milestones:
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1.
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Our president plans to begin secure a licensing/purchase agreement with a company that owns some proprietary radio technology that would become the backbone of the Company’s product line. Then the President would contact factories in China and then travel to negotiate prices, approve prototypes and do all the necessary arrangements. We expect to complete this step within 120 days after we have raised enough funds.
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- 12 -
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2.
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We intend to search for a suitable location for storage, to order some of alarms and have them shipped from China and stored for future sales. Even though the Company would prefer to drop ship from our manufacturer in directly to our distributors the Company will have to store some inventory back up in case of manufacturing delays in China. We also intend to hire an outside web designer to develop our website. We expect to have our products in stock and our website ready within 300 days after we have raised enough funds.
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3.
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As soon as our website is operational, we will begin to market our product on TV commercials. Marketing is an ongoing matter that will continue during the life of our operations
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In summary, we anticipate that we will be fully operational within 360 days after we have raised enough funds.
THREE MONTH PERIOD ENDING NOVEMBER 30, 2010 AS COMPARED TO THE THREE MONTH PERIOD ENDING NOVEMBER 30, 2009
The Company incurred a net loss of $4,035 for the three-month period ended November 30, 2010, compared with a net loss of $4,370 for the three month period ended November 30, 2009. This was mainly due to audit and accounting fees.
Not required.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”), who is also our Chief Financial Officer (“CFO”), the Company’s principal executive officer and principal financial officer, of the design and effectiveness of our “disclosure controls and procedures” (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our CEO/CFO concluded that as of the end of the period covered by this report these disclosure controls and procedures were not effective. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in disclosure controls and procedures which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment as the Company had only one officer (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC Guidelines; and (iii) inadequate security and restricted access to computer systems including insufficient disaster recovery plans; and (iv) no written whistleblower policy. Our CEO/CFO plans to implement appropriate disclosure controls and procedures to remediate these material weaknesses, including (i) appointing additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting and a whistle blower policy; and (iii) implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan.
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Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None
None
None
Item 6. Exhibits
3.1 Articles of Incorporation [1]
3.2 By-Laws [1]
31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.2 Section 1350 Certification of Chief Executive Officer
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32.2 Section 1350 Certification of Chief Financial Officer **
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[1] Incorporated by reference from the Company’s filing with the Commission on January 29, 2009.
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* Included in Exhibit 31.1
** Included in Exhibit 32.1
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ALARMING DEVICES, INC.
BY: /s/ Andre Luiz Nascimento Moreira
Andre Luiz Nascimento Moreira
President, Secretary Treasurer, Principal Executive Officer,
Principal Financial Officer
Dated: January 4, 2011
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