Attached files
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| EX-32.1 - EXHIBIT 32.1 - Global Gate Property Corp. | bydes10qa263010x32_3242011.htm |
| EX-31.1 - EXHIBIT 31.1 - Global Gate Property Corp. | bydes10qa263010x311_3242011.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2 to
FORM 10-Q
(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 000-53220
Global Gate Property Corp.
(Exact Name of Registrant as Specified in Its Charter)|
Nevada
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20-3305472
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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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400 Park Avenue, Suite 1440
New York, New York
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10022 | |
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(Address of Principal Executive Offices)
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(Zip Code)
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(303) 660-6964
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(Registrant’s Telephone Number, Including Area Code)
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By Design, Inc.
2519 East Kentucky Ave.
Denver, Colorado 80209
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(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
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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. 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. (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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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). Yes o No x
The number of shares outstanding of the Registrant's common stock, as of the latest practicable date, August 12, 2010, was 50,000,000.
EXPLANATORY NOTE
This Amendment No.2 to our Quarterly Report on Form 10-Q includes restated consolidated financial statements for the three and six months ended June 30, 2009 and 2010, which includes changes to the Company’s Balance Sheets at December 31, 2009 and June 30, 2010 with respect to the correct accounting for the Company’s noncontrolling interest in its 51% owned subsidiary. This Amendment speaks as of the original filing date of our Quarterly Report on Form 10-Q/A and has not been updated to reflect events occurring subsequent to the original filing date.
BY DESIGN, INC.
FORM 10-Q/A
June 30, 2010
INDEX
PART I-- FINANCIAL INFORMATION
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Page
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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 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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18 |
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Item 4.
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Controls and Procedures
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18 |
PART II-- OTHER INFORMATION
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Item 1.
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Legal Proceedings
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19 |
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Item 6.
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Exhibits
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19 |
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Signatures
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20 | |
- 2 -
PART I - FINANCIAL INFORMATION
For purposes of this document, unless otherwise indicated or the context otherwise requires, all references herein to “BYDE,” “By Design,” “we,” “us,” and “our” refer to By Design, Inc., a Nevada corporation. Except as we might otherwise specifically indicate, all references to us include our subsidiaries.
ITEM 1. FINANCIAL STATEMENTS
By Design, Inc.
Consolidated Financial Statements
(Unaudited)
TABLE OF CONTENTS
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Page
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CONSOLIDATED FINANCIAL STATEMENTS
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Consolidated balance sheets
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4
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Consolidated statements of operation
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5
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Consolidated statements of cash flows
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6
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Notes to consolidated financial statements
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8
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- 3 -
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BY DESIGN, INC.
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CONSOLIDATED BALANCE SHEETS
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June 30, 2010
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Dec. 31, 2009
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(Unaudited)
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(as Restated)
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(as Restated)
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ASSETS
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Current assets
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Cash
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$ | 15,960 | $ | 21,335 | ||||
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Accounts receivable
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- | 5,748 | ||||||
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Inventory
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21,315 | 45,324 | ||||||
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Total current assets
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37,275 | 72,407 | ||||||
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Fixed assets
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88,828 | 88,828 | ||||||
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Less accumulated depreciation
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(36,481 | ) | (41,378 | ) | ||||
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Other assets
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4,100 | 4,100 | ||||||
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56,447 | 51,550 | ||||||
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Total Assets
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$ | 93,722 | $ | 123,957 | ||||
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LIABILITIES & STOCKHOLDERS' EQUITY
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Current liabilities
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Related party advances
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$ | 358,686 | $ | - | ||||
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Accrued interest payable
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61,176 | - | ||||||
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Other liabilities
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8,066 | 5,439 | ||||||
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Total current liabilties
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427,928 | 5,439 | ||||||
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Total Liabilities
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427,928 | 5,439 | ||||||
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Stockholders' Equity (Deficit)
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By Design, Inc. stockholders' equity (deficit)
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Preferred stock, $.01 par value;
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1,000,000 shares authorized;
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No shares issued & outstanding
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- | - | ||||||
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Common stock, $.001 par value;
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50,000,000 shares authorized;
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9,197,802 (2009) and 50,000,000 (2010)
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shares issued and outstanding
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9,198 | 50,000 | ||||||
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Additional paid in capital
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- | 423,171 | ||||||
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Accumulated deficit
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(315,497 | ) | (336,799 | ) | ||||
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Total By Design, Inc. stockholders' equity (deficit)
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(306,299 | ) | 136,372 | |||||
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Noncontrolling interest
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(27,907 | ) | (17,854 | ) | ||||
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Total Stockholders' Equity (Deficit)
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(334,206 | ) | 118,518 | |||||
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Total Liabilities and Stockholders' Equity (Deficit)
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$ | 93,722 | $ | 123,957 | ||||
The accompanying notes are an integral part of the consolidated financial statements.
- 4 -
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BY DESIGN, INC.
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CONSOLIDATED STATEMENTS OF OPERATIONS
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(Unaudited)
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Three Months
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Three Months
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Six Months
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Six Months
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Ended
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Ended
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Ended
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Ended
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June 30, 2009
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June 30, 2010
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June 30, 2009
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June 30, 2010
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Sales
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$ | 1,200 | $ | 34,016 | $ | 136,439 | $ | 182,065 | ||||||||
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Cost of goods sold
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72,102 | 17,252 | 106,772 | 81,698 | ||||||||||||
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Gross profit
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(70,902 | ) | 16,764 | 29,667 | 100,367 | |||||||||||
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Operating expenses:
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Amortization & depreciation
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2,449 | 2,449 | 4,897 | 4,897 | ||||||||||||
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General and administrative
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27,354 | 73,918 | 75,127 | 97,352 | ||||||||||||
| 29,803 | 76,367 | 80,024 | 102,249 | |||||||||||||
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Loss from operations
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(100,705 | ) | (59,603 | ) | (50,357 | ) | (1,882 | ) | ||||||||
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Other income (expense):
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Interest expense
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(5,126 | ) | (4,076 | ) | (10,252 | ) | (9,367 | ) | ||||||||
| (5,126 | ) | (4,076 | ) | (10,252 | ) | (9,367 | ) | |||||||||
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Loss before
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provision for income taxes
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(105,831 | ) | (63,679 | ) | (60,609 | ) | (11,249 | ) | ||||||||
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Provision for income tax
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- | - | - | - | ||||||||||||
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Net loss
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(105,831 | ) | (63,679 | ) | (60,609 | ) | (11,249 | ) | ||||||||
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Less: Net (income) loss attributable to
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noncontrolling interest
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47,384 | 20,426 | 19,400 | (10,053 | ) | |||||||||||
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Net loss attributable
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to common stockholders
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$ | (58,447 | ) | $ | (43,253 | ) | $ | (41,209 | ) | $ | (21,302 | ) | ||||
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Net loss per share (By Design, Inc.)
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(Basic and fully diluted)
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$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
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Weighted average number of
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common shares outstanding
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9,197,802 | 15,998,168 | 9,197,802 | 12,597,985 | ||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
- 5 -
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BY DESIGN, INC.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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(Unaudited)
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Six Months
Ended |
Six Months
Ended |
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Cash Flows From Operating Activities:
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Net loss
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$ | (60,609 | ) | $ | (11,249 | ) | ||
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Adjustments to reconcile net loss to
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net cash used for
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operating activities:
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Amortization & depreciation
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4,897 | 4,897 | ||||||
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Accounts receivable
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49,153 | (5,748 | ) | |||||
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Accounts payables
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- | 854 | ||||||
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Accrued payables
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5,757 | 9,367 | ||||||
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Inventory
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- | (24,009 | ) | |||||
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Other liabilities
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98,666 | - | ||||||
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Net cash provided by (used for)
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operating activities
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97,864 | (25,888 | ) | |||||
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Cash Flows From Investing Activities:
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- | - | ||||||
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Net cash provided by (used for)
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investing activities
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- | - | ||||||
(Contued On Following Page)
The accompanying notes are an integral part of the consolidated financial statements.
- 6 -
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BY DESIGN, INC.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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(Unaudited)
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(Continued From Previous Page)
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Six Months
Ended |
Six Months
Ended |
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Cash Flows From Financing Activities:
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Note payable - borrowings
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- | 12,000 | ||||||
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Note payable - payments
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- | (225,947 | ) | |||||
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Distributions
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(120,000 | ) | - | |||||
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Sale of common stock
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- | 245,210 | ||||||
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Net cash provided by (used for)
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financing activities
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(120,000 | ) | 31,263 | |||||
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Net Increase (Decrease) In Cash
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(22,136 | ) | 5,375 | |||||
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Cash At The Beginning Of The Period
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39,979 | 15,960 | ||||||
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Cash At The End Of The Period
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$ | 17,843 | $ | 21,335 | ||||
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Schedule Of Non-Cash Investing And Financing Activities
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In June 2010 the Company recorded a debt relief capital contribution from a Director for notes payable
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of $138,800, interest of $70,543 and accounts payable of $9,420.
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Supplemental Disclosure
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Cash paid for interest
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$ | - | $ | - | ||||
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Cash paid for income taxes
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$ | - | $ | - | ||||
The accompanying notes are an integral part of the consolidated financial statements.
- 7 -
BY DESIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
By Design, Inc. (the “Company”), was incorporated in the State of Nevada on February 23, 2006. The Company was formed to market and supply home design products to residential and commercial builders and developers. The Company may also engage in any other business permitted by law, as designated by the Board of Directors of the Company.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Principles of consolidation
The accompanying consolidated financial statements include the accounts of By Design, Inc. and its 51% owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Accounts receivable
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.
Property and equipment
Property and equipment are recorded at cost and depreciated under straight line methods over each item's estimated useful life.
Financial Instruments
The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheets, approximates fair value.
- 8 -
BY DESIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Inventories
Inventories, consisting of building materials, are stated at the lower of cost or market (first-in, first-out method). Costs capitalized to inventory include the purchase price, transportation costs, and any other expenditures incurred in bringing the goods to the point of sale and putting them in saleable condition. Costs of good sold include those expenditures capitalized to inventory.
Revenue recognition
Revenue is recognized on an accrual basis as earned under contract terms. Specifically, revenue from product sales is recognized subsequent to a customer ordering a product at an agreed upon price, delivery has occurred, and collectability is reasonably assured.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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. Actual results could differ from those estimates.
Income tax
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net income (loss) per share
The net income (loss) per common share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.
- 9 -
BY DESIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Financial Instruments
The carrying value of the Company’s financial instruments, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value.
Long-Lived Assets
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.
NOTE 2. RESTATEMENT OF FINANCIAL STATEMENTS
The Company has reviewed the accounting treatment as it relates to the noncontrolling interest in its 51% owned subsidiary’s earnings. As a result of this review, management has determined that the accounting for noncontrolling interest as it related to its subsidiary was incorrect and not in accordance with the provisions of Statement of Financial Accounting Standard No. 160, Noncontrolling interest in Consolidated Financial Statements – an amendment of ARB No. 51, superseded by ASC 810-10-65 (the “Standard”), adopted by the Company on January 1, 2009. The Standard provides that losses allocable to noncontrolling interest in a subsidiary may exceed the noncontrolling member’s interest in the subsidiary’s equity. The excess, and any further losses allocable to the noncontrolling interest, shall be allocated to the noncontrolling member’s interest even if that allocation results in a deficit noncontrolling interest balance. Prior to the adoption of the Standard, ARB 51 prohibited the allocation of losses to a noncontrolling interest if that allocation resulted in a deficit noncontrolling interest balance. The Standard shall be applied prospectively effective January 1, 2009, except for presentation and disclosure requirements. Presentation and disclosure requirements shall be applied retrospectively for all periods to reflect a reclassification of noncontrolling interest to equity and an adjustment of net income to include net income attributed to the noncontrolling interest. Since the Company was in a deficit noncontrolling interest for periods prior to January 1, 2009, the Company has not retrospectively reclassified its noncontrolling interest to equity or adjusted its net income (loss) to include net income (loss) attributed to the noncontrolling interest for periods prior to January 1, 2009.
This change in accounting treatment resulted in a restatement of accumulated deficit, additional paid in capital and noncontrolling interest on the Company’s balance sheets as of December 31, 2009 and June 30, 2010.
- 10 -
BY DESIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2. RESTATEMENT OF FINANCIAL STATEMENTS (Continued):
The restatement had no impact on total assets and liabilities. A summary of the effects of the restatement as of December 31, 2009 and June 30, 2010 are as follows:
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As Previously
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Reported
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Restatement
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As Restated
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Balance Sheets
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December 31, 2009
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Additional paid in capital
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$ | 9,691 | $ | (9,691 | ) | $ | - | |||||
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Accumulated deficit
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(219,499 | ) | (95,998 | ) | (315,497 | ) | ||||||
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Noncontrolling interest
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(133,596 | ) | 105,689 | (27,907 | ) | |||||||
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June 30, 2010
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Additional paid in capital
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$ | (432,852 | ) | $ | (9,691 | ) | $ | 423,171 | ||||
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Accumulated deficit
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(240,801 | ) | (95,998 | ) | (336,799 | ) | ||||||
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Noncontrolling interest
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(123,543 | ) | 105,689 | (17,854 | ) | |||||||
- 11 -
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in, Item 1 in this Quarterly Report on Form 10-Q/A. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.
Forward-Looking Statements
This Quarterly Report on Form 10-Q/A and the documents incorporated herein by reference contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Annual Reports on Form 10-K, Quarterly reports on Form 10-Q and any Current Reports on Form 8-K.
Overview and History
We were incorporated under the laws of the State of Nevada on February 23, 2005. We have active operations. We market interior and exterior design consulting services to real estate developers and builders for their real estate projects. The sale of these consulting services includes our recommendations for the purchase of accessories and architectural elements to be included or placed in the residential and commercial spaces, as built or retrofitted. These consulting services and associated products will be sold through By Design, Inc. We currently have no active projects in By Design, Inc.
We have a subsidiary known as Stone Select, LLC which markets hand-carved interior and exterior natural stone ornamentation and architectural elements Stone Select, LLC’s principal products consist of fireplace surrounds, kitchen range hoods, flooring, base and case trim materials, exterior ornamentation, fountains, planters, , and exterior window and door surrounds. At the present time, most of the sales of Stone Select, LLC come from natural stone fireplace surrounds, kitchen range hoods, and trim materials. At the present time, all of our revenues are generated through our subsidiary, Stone Select, LLC. We currently operate exclusively in the Denver, Colorado Metropolitan area. We market and sell all of our products and services to commercial and residential builders and interior designers. Our target market is a custom home in the three to twenty million dollar price range. We have no website but Stone Select, LLC operates a website at www.stoneselect.us.
- 12 -
We were incorporated as a successor to an operation which began in 1996. The predecessor company was a sole proprietorship owned by Ms. Deanie Underwood also known as “By Design.” This company provided interior design and refurbishment work similar to the present company and averaged two to three clients per year but had no activity in the two years prior to be being acquired by us. It was marginally profitable in most years it was operational. This company has been absorbed into us and is no longer in existence. We acquired the assets of this sole proprietorship in a tax-free exchange under the Internal Revenue Code in February, 2005.
In July 2005, we completed a registered offering of our common stock under the provisions of the Colorado securities laws and under an exemption from the federal securities laws. We sold a total of 197,802 shares of common stock at a price of $0.50 per share to a total of 40 investors. We raised a total of $98,901 in this offering.
Change in Control Transaction
On June 24, 2010, Deanie J. Underwood, the former President and Chief Executive Officer, and Bradley C. Underwood, one of our then significant shareholders, privately sold 7,197,802 shares of our common stock, constituting approximately 78.3% of our then outstanding shares, to certain unaffiliated, non-U.S. purchasers pursuant to separate stock purchase agreements. As a result of the privately-negotiated sales, a change of control of our company occurred. The unaffiliated purchasers purchased the shares for a total of approximately $75,000 in cash, inclusive of related acquisition costs. The terms of the purchase and sale transactions were as a result of arm’s-length negotiations between us and each of the purchasers. Neither party had any relationship with the other prior to the transaction.
On June 24, 2010, we issued an aggregate of 40,802,198 new shares of our common stock to 16 unaffiliated non-U.S. investors, pursuant to separate stock subscription agreements. We received total gross proceeds of approximately $245,210 in consideration for the sale of such shares. We completed the sale of the new shares in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Regulation D and Regulation S promulgated thereunder. In connection with issuance of the new shares on June 24, 2010, we issued 40,802,198 warrants exercisable at $0.10 per share for a 1 year period and 40,802,198 warrants exercisable at $0.20 per share for a 2 year period.
In connection with the change in control, Ms. Underwood, our then sole officer, resigned from her positions. Ms. Underwood also resigned as our sole director. Gary S. Ohlbaum, the Group Managing Director of Nourican Trading Ltd., an international investment and advisory firm, was elected to our board of directors and appointed to be our President, Chief Executive Officer and Chief Financial Officer.
Our business focus did not change in connection with the transactions described above.
As of the date hereof, we have 50,000,000 outstanding shares of common stock. No other shares of our capital stock, warrants, stock options or other securities are outstanding. We intend to amend our Articles of Incorporation to increase the total number of shares of our common stock that we are authorized to issue from 50,000,000 shares to 500,000,000 shares of our common stock to accommodate future transactions, although we have no current agreements or commitments with respect to any such transactions.
- 13 -
In addition to increasing the total number of shares of our common stock that we are authorized to issue, we intend to amend our Articles of Incorporation to change our corporate name from By Design, Inc. to Global Gate Property Corp.
Results of Operations
The revenues for all of the relevant periods in this discussion came from sales of products in our subsidiary, Stone Select, LLC. We had no revenues from our interior design consulting operated through By Design, Inc.
For the three and six months ended June 30, 2010, sales were $34,016 and $182,065, respectively. For the three and six months ended June 30, 2009, sales were $1,200 and $136,439, respectively. Our revenues have increased despite the decline of the economy in 2009, which accounted for our lower revenue.
While there were declining construction activities in the Denver area during the first six months of 2010, our revenues remain strong primarily because we maintained the number of our existing projects, which should keep us occupied for the next few months.
For the three and six months ended June 30, 2010, cost of goods sold were $17,252 and $81,698, respectively, as compared to $72,102 and $106,772 for the three and six months ended June 30, 2009, respectively. Costs of goods sold include all direct costs incurred in selling products. We do not separate sales of different product lines into operating segments. Our cost of goods decreased for the three and six months ended June 30, 2010 compared to the three and six months ended June 30, 2009 principally because of anticipated lower sales volume.
The difference between sales and cost of goods sold is gross profit. Our gross profit amount (and as a percentage of sales) for the three months ended June 30, 2010 was higher at $16,764 or 49.28% as compared to gross profit for the three months ended June 30, 2009 of $(70,902) or (5908.50%). Our gross profit amount and percentage for the six months ended June 30, 2010 was higher at $100,367 (55,13%) as compared to gross profit for the six months ended June 30, 2009 of $29,667 (21.74%).
Operating expenses, which include depreciation and general and administrative expenses for the three and six months ended June 30, 2010 were $76,367 and $102,249, respectively. Our operating expenses for the three and six months ended June 30, 2009 were $29,803 and $80,024, respectively. The major components of operating expenses include rent, marketing costs, professional fees, which consist of legal and accounting costs, and telephone expenses. For the three and six months ended June 30, 2010, we had higher general and administrative expenses, which was a result of increased legal and accounting expenses.
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As a result of the foregoing, we had net loss of $63,679 and $11,249 for the three and six months ended June 30, 2010, respectively, compared to net loss of $105,831 and $60,609 for the three and six months ended June 30, 2009.
For the fiscal year ended 2009, our accountants have expressed doubt about our ability to continue as a going concern as a result of our working capital deficit. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to locate clients who will purchase our products and use our services and our ability to generate revenues.
We believe that the potential sales for 2010 could look better than 2009 because we have projects which we have recently developed which could provide substantial sales and which will occupy most of the year 2010. We currently have a policy of acquiring inventory for specific projects, as opposed to ordering the inventory and attempting to market it. Also, we feel that we have implemented better controls over our operating expenses. Because we do not pay salaries, operating expenses are expected to remain fairly constant with respect to sales except for costs associated with marketing. Hence each additional sale and correspondingly the gross profit of such sale have minimal offsetting operating expense. Thus, additional sales should become a profit at a higher return on sales rates as a result of not needing to expand our operational expenses at the same pace.
On the other hand, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services and products, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.
We may continue to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $500,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business.
Liquidity and Capital Resources
As of June 30, 2010, we had cash or cash equivalents of $21,335, compared to $17,843 in cash or cash equivalents as of June 30, 2009.
Net cash used for operating activities was $25,888 for the six months ended June 30, 2010 compared net cash provided by operating activities of $97,864 for the six months ended June 30, 2009.
Cash flows used for investing activities were $0 for the six months ended June 30, 2010 and for the six months ended June 30, 2009.
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Cash flows provided by financing activities were $31,263 for the six months ended June 30, 2010 compared to cash flows used for financing activities of $120,000 for the six months ended June 30, 2009.
We believe that we have sufficient capital in the short term for our current level of operations. This is because we believe that we can attract sufficient product sales and services within our present organizational structure and resources to become profitable in our operations. Additional resources would be needed to expand into additional locations, which we have no plans to do at this time. We do not anticipate needing to raise additional capital resources in the next twelve months.
Our principal source of liquidity will be our operations. We expect variation in revenues to account for the difference between a profit and a loss. Also business activity is closely tied to the economy of Denver and the U.S. economy. Because we currently only sell stone products, a slow down in purchases of construction materials could have a negative impact to our business. We were not profitable for the three months ended June 30, 2010, and we have no idea to what extent the economic situation may affect us for the second half of fiscal year 2010, although we have started our fiscal year with two projects which could provide substantial sales and which will occupy most of 2010. In any case, we try to operate with minimal overhead. Our primary activity will be to seek to develop clients and, consequently, our sales. If we succeed in expanding our client base and generating sufficient sales, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to build our company in any manner which will be successful.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements with any party.
Plan of Operation
Our plan for the next twelve months immediately is to operate at a profit or at break even. Our plan is to sell more of our products, especially our fireplace surrounds, kitchen hoods, interior and exterior natural stone ornamentation and architectural elements, to become profitable in our operations. In addition, we plan to use our referral sources to develop interior design business for By Design, Inc.
Currently, we are conducting business only through Stone Select, LLC and in only one location in the Denver Metropolitan area. We have no plans to expand into other locations or areas. We believe that the timing of the completion of the milestones needed to become profitable can be achieved as we are presently organized with sufficient business.
Currently, we believe that we have sufficient capital or access to capital to implement our proposed business operations or to sustain them for the next twelve months. If we can sustain profitability, we could operate at our present level indefinitely.
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Proposed Milestones to Implement Business Operations
At the present time, we are operating from one location in the Denver Metropolitan area. Our plan is to make our operation profitable for the fiscal year 2010. We estimate that we must generate approximately $500,000 in sales per year to be profitable.
We believe that we can be profitable or at break even at the end of the current fiscal year, assuming sufficient sales. Based upon our current plans, we have adjusted our operating expenses so that cash generated from operations and from working capital financing is expected to be sufficient for the foreseeable future to fund our operations at our currently forecasted levels. To try to operate at a break-even level based upon our current level of anticipated business activity, we believe that we must generate approximately $500,000 in revenue per year. However, if our forecasts are inaccurate, we will need to raise additional funds.
On the other hand, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services and products, appropriate responses to competitive pressures, or the acquisition of complementary businesses, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.
We might incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $500,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business
No commitments to provide additional funds have been made by management or current shareholders. There is no assurance that additional funds will be made available to us on terms that will be acceptable, or at all, if and when needed. We expect to continue to generate and increase sales, but there can be no assurance we will generate sales sufficient to continue operations or to expand.
We also are planning to rely on the possibility of referrals from clients and will strive to satisfy our clients. We believe that referrals will be an effective form of advertising because of the quality of service that we bring to clients. We believe that satisfied clients will bring more and repeat clients.
In the next twelve months, we do not intend to spend any material funds on research and development and do not intend to purchase any large equipment.
Recently Issued Accounting Pronouncements
We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.
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Seasonality
We do not expect our sales to be impacted by seasonal demands for our products and services.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
An evaluation was carried out under the supervision and with the participation of the our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (in this case the same person), of the effectiveness of our disclosure controls and procedures as of June 30, 2010. Based on that evaluation, our CEO/CFO has concluded that our disclosure controls and procedures are not effective to provide reasonable assurance that: (i) information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our CEO/CFO, as appropriate to allow timely decisions regarding required disclosure by us; and (ii) information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Our Chief Executive Officer and Chief Financial Officer had previously concluded that our disclosure controls and procedures were effective as of June 30, 2010. However, in connection with the restatement of our Consolidated Financial Statements as of and for the quarter ended June 30, 2010 as fully described in Note 2 to the Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q/A, our Chief Executive Officer and Chief Financial Officer determined that the material weakness described below existed as of June 30, 2010.
A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2010, we did not maintain effective controls with respect to the correct accounting for our noncontrolling interest in our 51% owned subsidiary and sales of common stock. This control deficiency resulted in the restatement of our Consolidated Financial Statements for the three and six months ended June 30, 2010. Accordingly, our Chief Executive Officer and Chief Financial Officer has determined that these control deficiencies constitute a material weakness.
(b) Changes in Internal Controls.
During the quarter ended June 30, 2010, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.
ITEM 6. EXHIBITS
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Exhibit
Number
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Description
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3.1
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Articles of Incorporation of By Design, Inc. Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form SB-2 (file no. 333-145760) filed with the Securities and Exchange Commission on August 29, 2007.
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3.2
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Bylaws of By Design, Inc. Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form SB-2 (file no. 333-145760) filed with the Securities and Exchange Commission on August 29, 2007.
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31.1
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Section 302 Certification of Chief Executive Officer and Chief Financial Officer.
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32.1
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer and Chief Financial Officer.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to Form 10-Q/A to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: March 28, 2011
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Global Gate Property Corp.
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By:
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/s/ Gary S. Ohlbaum
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Gary S. Ohlbaum
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President, Chief Executive Officer and
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Chief Financial Officer
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(principal executive officer and principal
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financial and accounting officer)
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