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EX-31 - EX-31.1 SECTION 302 CERTIFICATION - Discovery Gold Corpnormancay10q013111ex311.htm
EX-32 - EX-32.1 SECTION 906 CERTIFICATION - Discovery Gold Corpnormancay10q013111ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 


FORM 10-Q


 X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2011


     . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______


Commission File Number 333-167284

 

NORMAN CAY DEVELOPMENT, INC.

[normancay10q013111001.jpg]

(Name of small business issuer in its charter)

 

Nevada

 

27-2616571

(State of incorporation)

 

(I.R.S. Employer Identification No.)

 

4472 Winding Lane

Stevensville, MI 49127

(Address of principal executive offices)

 

(269) 429-7002

(Registrant’s telephone number)


with a copy to:

Carrillo, Huettel & Zouvas, LLP

3033 Fifth Ave. Suite 400

San Diego, CA 92103

Telephone (619) 546-6100

Facsimile (619) 546-6060

 

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes      . No      . (Not required)


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 the definitions 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      .


As of March 11, 2011, there were 97,500,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.




NORMAN CAY DEVELOPMENT, INC.*


TABLE OF CONTENTS 

  

Page

PART I.                 FINANCIAL INFORMATION

 

  

 

ITEM 1.

FINANCIAL STATEMENTS

3

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

11

ITEM 3.

QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

13

ITEM 4.

CONTROLS AND PROCEDURES

13

  

 

PART II.               OTHER INFORMATION

 

  

 

ITEM 1.

LEGAL PROCEEDINGS

14

ITEM 1A.

RISK FACTORS

14

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

14

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

14

ITEM 4.

[REMOVED AND RESERVED]

14

ITEM 5.

OTHER INFORMATION

14

ITEM 6.

EXHIBITS

15


*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "NCDI" refers to Norman Cay Development, Inc.



2



PART I: FINANCIAL INFORMATION


ITEM 1.

FINANCIAL STATEMENTS














NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)


Financial Statements


For the Periods Ended January 31, 2011 (unaudited) and April 30, 2010























Balance Sheets (unaudited)

5

Statements of Operations (unaudited)

6

Statements of Cash Flows (unaudited)

7

Notes to the Financial Statements (unaudited)

8



3



NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Balance Sheets

(Expressed in US dollars)

(unaudited)


 

January 31,

2011

$

 April 30,

 2010

 $

 

 

 

ASSETS

 

 

 

 

 

Cash

77,738

4,918

 

 

 

Total Assets

77,738

4,918

 

 

 

LIABILITIES

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

19,853

695

Accrued liabilities

3,663

Due to Related Parties

100

Note payable

65,416

9,928

 

 

 

Total Liabilities

89,032

10,623

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Preferred Stock

 

 

Authorized: 10,000,000 preferred shares with a par value of $0.001 per share

 

 

Issued and outstanding: nil preferred shares

 –

 

 

 

Common Stock

 

 

Authorized: 250,000,000 common shares with a par value of $0.001 per share

 

 

Issued and outstanding: 97,500,000 and 75,000,000 common shares

97,500

 75,000

 

 

 

Additional paid-in capital

(22,500)

 (75,000)

 

 

 

Accumulated deficit during the development stage

(86,294)

(5,705)

 

 

 

Total Stockholders’ Deficit

(11,294)

(5,705)

 

 

 

Total Liabilities and Stockholders’ Deficit

77,738

4,918


(The accompanying notes are an integral part of these financial statements)




4



NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Statements of Operations

(Expressed in US dollars)

(unaudited)


 


For the Three Months Ended

January 31, 2011

$


For the Nine Months Ended January 31,

2011

$

Accumulated from April 29, 2010

(Date of Inception) to January 31, 2011

$

 




Revenues

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

General and administrative

3,278

23,426

24,131

Interest expense

1,649

3,663

3,663

Professional fees

15,000

53,500

58,500

 

 

 

 

Total Operating Expenses

19,927

80,589

86,294

 

 

 

 

Net Loss

(19,927)

(80,589)

(86,294)


Net Loss per Share – Basic and Diluted        

 


Weighted Average Shares Outstanding – Basic and Diluted

88,206,522

79,402,174

 


(The accompanying notes are an integral part of these financial statements)



5



NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Statements of Cashflows

(Expressed in US dollars)

(unaudited)


 


For the Nine Months Ended January 31,

2011

$

Accumulated from April 29, 2010

(Date of Inception) to January 31,

2011

$

 

 

 

Operating Activities

 

 

 

 

 

Net loss for the period

(80,589)

(86,294)

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts payable

19,158

19,853

Accrued liabilities

3,663

3,663

Due to related parties

100

100

 

 

 

Net Cash Used In Operating Activities

(57,668)

(62,678)

 

 

 

Financing Activities

 

 

 

 

 

Proceeds from note payable

55,488

65,416

Proceeds from issuance of common stock

75,000

75,000

 

 

 

Net Cash Provided By Financing Activities

130,488

140,416

 

 

 

Increase in Cash

72,820

77,738

 

 

 

Cash – Beginning of Period

4,918

 

 

 

Cash – End of Period

77,738

77,738

 

 

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

Interest paid

Income tax paid

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

Issuance of founders’ shares

5,000


(The accompanying notes are an integral part of these financial statements)




6



NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(unaudited)



1.

Nature of Operations and Continuance of Business


Norman Cay Development, Inc. (the “Company”) was incorporated in the State of Nevada on April 29, 2010. The Company is a development stage company and its principal business operations is to be an authorized reseller of wireless telephones and service plans.    


Going Concern


These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of January 31, 2011, the Company has not recognized any revenue, and has an accumulated deficit of $86,294. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  


2.

Summary of Significant Accounting Policies


a)

Basis of Presentation


The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars.  The Company’s fiscal year end is April 30.


b)

Use of Estimates


The preparation of financial statements in conformity with US GAAP 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 revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.


c)

Interim Financial Statements


These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.


d)

Cash and cash equivalents


The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.  As at January 31, 2011 and April 30, 2010, there were no cash equivalents.



7



NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(unaudited)



2.

Summary of Significant Accounting Policies (continued)


e)

Basic and Diluted Net Loss per Share


The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. There are no potentially dilutive shares.


f)

Financial Instruments


Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:


Level 1


Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


Level 2


Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.


Level 3


Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


The Company’s financial instruments consist principally of cash, and amounts due to related parties.  Pursuant to ASC 820 and 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.


g)

Comprehensive Loss


ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of January 31, 2011 and April 30, 2010, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.



8



NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(unaudited)



2.

Summary of Significant Accounting Policies (continued)


h)

Recent Accounting Pronouncements


In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.”  The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010.  Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update.  The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.


In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.”  The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted.  The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.


In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.


In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.


In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend.  This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis.  The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.  


In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis.  This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.  The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.  


In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. The adoption of this standard had no material effect on the Company’s financial statements.



9



NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(unaudited)



2.

Summary of Significant Accounting Policies (continued)


h)

Recent Accounting Pronouncements (continued)


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations


3.

Note Payable


As at January 31, 2011, the Company owes $65,416 (April 30, 2010 - $9,928) of notes payable to a non-related party. The amounts owing are unsecured, due interest at 10% per annum, and due on demand.  During the period ended January 31, 2011, the Company recorded interest expense of $3,663.


4.

Related Party Transactions


As at January 31, 2011, the Company owes $100 to the President and CEO of the Company. The amount owing is unsecured, non-interest bearing, and due on demand.


5.

Common Shares


a)

On April 29, 2010, the Company issued 75,000,000 founders shares to the President and Director of the Company at $0.001 per share.


b)

On December 8, 2010, the Company issued 22,500,000 common shares for proceeds of $75,000.


c)

On January 24, 2011, the Company effected a 15-for-1 forward stock split for the issued and outstanding shares of the Company. The forward stock split resulted in the increase of issued and outstanding stock from 6,500,000 common shares to 97,500,000 common shares, and have been applied on a retroactive basis since the Company’s inception.



10





ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


FORWARD-LOOKING STATEMENTS


This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.


RESULTS OF OPERATIONS


Working Capital


RESULTS OF OPERATIONS


Operating Revenues


We have not generated any revenues since inception.


Operating Expenses and Net Loss


Operating expenses for the three months ended January 31, 2011 was $19,927, and comprised of professional fees of $15,000 relating to legal, accounting, and audit expenses incurred with respect to the filing of the October 31, 2010 10-Q, general and administrative expenses of $3,278 relating to day-to-day operating costs, and interest expense of $1,649 relating to interest expense on the $65,416 of outstanding 10% notes payable that the Company issued as part of its financing activities.  


Operating expenses for the nine months ended January 31, 2011 were $80,589 and comprised of professional fees of $53,500 relating to legal, accounting, and audit expenses incurred with respect to the Company’s SEC filings, general and administrative expenses of $23,426 relating to day-to-day operating costs, and interest expense of $3,663 relating to interest expense on the outstanding 10% notes payable that the Company issued as part of its financing activities.  


During the three and nine months ended January 31, 2011, the Company recorded a loss per share of $nil.


Liquidity and Capital Resources


As at January 31, 2011, the Company’s cash balance and total assets were $77,738 compared to $4,918 as at April 30, 2010.  The increase in cash and total assets were attributed to financing received from issuance of notes payable.  


The Company had total liabilities of $89,032 compared with total liabilities of $10,623 as at April 30, 2010. The increase in total liabilities is attributed to issuances of 10% notes payable totaling $55,488 during the year, along with increase of $19,158 in accounts payable relating to $7,500 consulting agreement with Voltaire Gomez, $12,000 owing to CHZ LLP for legal fees, and $3,663 of accrued interest payable relating to accrued interest incurred on the notes payable.   


As at January 31, 2011, the Company has a working capital deficit of $11,294 compared with $5,705 at April 30, 2010 and the increase in the working capital deficit is attributed to the use of proceeds from debt financing for operating purposes rather than investing purposes, which dilutes the overall working capital of the Company.


Cashflow from Operating Activities


During the nine months ended January 31, 2011, the Company used $57,668 of cash for operating activities The use of cash is attributed to the fact that the Company has not earned any revenues from operations and relies on financing to support its ongoing business objectives and strategies.   



11





Cashflow from Financing Activities


During the nine months ended January 31, 2011, the Company received $130,488 of cash from financing activities relating to the issuances of 10% notes payable of $55,488 and proceeds from issuance of common shares of $75,000.  


Cashflow from Investing Activities


During the nine months ended January 31, 2011, the Company did not have any investing activities.   


Critical Accounting Policies

 

Financial Instruments


ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:


Level 1


Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


Level 2


Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.


Level 3


Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820 and ASC 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.


Recent Accounting Pronouncements


In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.


In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.


In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.



12





In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.


In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.


In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard is effective commencing January 1, 2011 and is not expected to have a material effect on the Company’s financial statements.


In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard is effective commencing January 1, 2011 and is not expected to have a material effect on the Company’s financial statements.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 4. 

CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2011. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.  



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Management's Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of January 31, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Our management has concluded that, as of January 31, 2011, our internal control over financial reporting is not effective based on these criteria, due to material weaknesses resulting from not having an Audit Committee or financial expert on our Board of Directors and our failure to maintain appropriate cash controls.  


Changes in Internal Controls over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.


The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.


PART II - OTHER INFORMATION


ITEM 1.           

LEGAL PROCEEDINGS.


We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


ITEM 1A.

RISK FACTORS.


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 2. 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.



1.

Quarterly Issuances:


During the quarter, we did not issue any unregistered securities other than as previously disclosed.


2.

Subsequent Issuances:


Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.


None.


ITEM 4.

[REMOVED AND RESERVED]



ITEM 5.

OTHER INFORMATION.


Pursuant to the Company’s 424(b)(3) Prospectus as filed with the SEC on November 3, 2010, we sold a total of 22,500,000 split-adjusted shares of common stock for net proceeds of $75,000.00.


On January 19, 2011, we effectuated a forward split of the issued and outstanding common shares of the Company, whereby every one share of common stock held was exchanged for fifteen (15) shares of common stock. As a result, the issued and outstanding shares of common stock were increased from 6,500,000 prior to the forward split to 97,500,000 following the forward split. The forward split was payable as a dividend to shareholders of record upon surrender.



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ITEM 6.

EXHIBITS


Exhibit

Number

Description of Exhibit

Filing

3.01

Articles of Incorporation

Filed with the SEC on June 3, 2010 as part of our Registration Statement on Form S-1.

3.02

Bylaws

Filed with the SEC on June 3, 2010 as part of our Registration Statement on Form S-1.

10.01

Management Agreement between the Company and Shelley Guidarelli dated April 30, 2010

Filed with the SEC on June 3, 2010 as part of our Registration Statement on Form S-1.

10.02

Promissory Note between the Company and Steve Ross dated May 10, 2010

Filed with the SEC on August 10, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.03

Consulting Agreement between the Company and Voltaire Gomez dated September 24, 2010

Filed herewith.

10.04

Amended Promissory Note between the Company and Steve Ross  dated October 19, 2010

Filed with the SEC on October 21, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.05

Consulting Agreement between the Company and Voltaire Gomez

Filed with the SEC on December 17, 2010 as part of our 10-Q.

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.




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SIGNATURES


Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

 

  

NORMAN CAY DEVELOPMENT, INC.

 

  

Dated: March 11, 2011

By:   /s/ Shelley Guidarelli                

  

SHELLEY GUIDARELLI

  

Chief Executive Officer and President

  

 




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