Attached files
file | filename |
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EX-32 - Evergreen-Agra Global Investments, Inc. | f10q03312011ex321.htm |
EX-31 - Evergreen-Agra Global Investments, Inc. | f10q03312011ex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 000-53902
ARTEPHARM GLOBAL CORP.
(Exact name of small business issuer as specified in its charter)
Nevada |
95-3746596 |
|
222-188 Street |
|
|
(604) 575-3552 |
||
N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," "non-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 [ ] No [X]
The registrant had 2,159,999 shares of common stock outstanding as of May 11, 2011.
-2-
ARTEPHARM GLOBAL CORP.
Quarterly Report On Form 10-Q
For The Quarterly Period Ended
March 31, 2011
INDEX
PART I - FINANCIAL INFORMATION |
4 |
Item 1. Financial Statements |
4 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
14 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
16 |
Item 4. Controls and Procedures |
16 |
PART II - OTHER INFORMATION |
16 |
Item 1. Legal Proceedings |
16 |
Item 1A. Risk Factors |
16 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
16 |
Item 3. Defaults Upon Senior Securities |
16 |
Item 4. (Removed and Reserved) |
16 |
Item 5. Other Information |
16 |
Item 6. Exhibits |
17 |
-3-
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this quarterly report include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements include, but are not limited to, statements with respect to the following:
- our need for additional financing;
- the competitive environment in which we operate;
- our dependence on key personnel;
- conflicts of interest of our directors and officers;
- our ability to fully implement our business plan;
- our ability to effectively manage our growth; and
- other regulatory, legislative and judicial developments.
Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in our annual report on Form 10-K for the year ended December 31, 2010, this quarterly report on Form 10-Q, and, from time to time, in other reports that we file with the Securities and Exchange Commission (the "SEC"). These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
-4-
The following unaudited interim financial statements of Artepharm Global Corp.(sometimes referred to as "we", "us" or "our Company") are included in this quarterly report on Form 10-Q:
Page |
|
Balance Sheets |
5 |
Statements of Operations |
6 |
Statement of Stockholders' Equity (Deficit) |
7 |
Statements of Cash Flows |
8 |
Notes to the Financial Statements |
9 |
-5-
Artepharm Global Corp.
(A Development Stage Company)
Balance Sheets
As of |
As of |
||
Assets |
|||
Current assets |
|||
Cash |
$ 10,643 |
$ 9,110 |
|
Total current assets |
15,676 |
9,110 |
|
Total Assets |
$ 15,676 |
$ 9,110 |
|
Liabilities |
|||
Current liabilities |
|||
Accounts payable |
$ 33,497 |
$ 54,010 |
|
Related Party Loan |
401,728 |
274,426 |
|
Total current liabilities |
435,225 |
328,436 |
|
Total Liabilities |
435,225 |
328,436 |
|
Stockholders' Deficit |
|||
Common Stock, $0.001 par value |
2,160 |
2,160 |
|
Additional paid-in capital |
7,840 |
7,840 |
|
Deficit accumulated during development period |
(429,549) |
(329,326) |
|
Total stockholders ' deficit |
(419,549) |
(319,326) |
|
Total liabilities and stockholders ' deficit |
$ 15,676 |
|
$ 9,110 |
The accompanying notes are an integral part of these financial statements.
-6-
Artepharm Global Corp.
(FKA Blackrock Resources Inc.)
(A Development Stage Company)
Statements of Operations
(unaudited)
For three months ending |
From inception (June 13, 2008) to |
||||
2011 |
2010 |
March 31, 2011 |
|||
Revenue |
$ - |
$ - |
$ - |
||
Expenses |
|||||
Accounting & Professional Fees |
77,680 |
82,684 |
251,108 |
||
Office and Administration |
22,543 |
17,680 |
178,441 |
||
Total Expenses |
100,223 |
100,364 |
429,549 |
||
Provision for income tax |
- |
- |
- |
||
Net loss from operations |
(100,223) |
(100,364) |
(429,549) |
||
Net Income (Loss) |
$ (100,223) |
$ (100,364) |
$ (429,549) |
||
Basic & Diluted (Loss) per Common Share |
$ (0.05) |
$ (0.05) |
|||
Weighted Average Number of Common Shares |
2,159,999 |
2,159,999 |
The accompanying notes are an integral part of these financial statements.
-7-
Artepharm Global Corp.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
From Inception (June 13, 2008) to March 31, 2011
Common Stock |
Paid in |
Deficit Stage |
Total |
||
Shares |
Amount |
||||
Shares issued to founders - June 13, 2008 at $0.001 per share |
2,159,999 |
$ 2,160 |
$ 7,840 |
$ - |
$ 10,000 |
Net (Loss) for period |
|
|
|
(62,886) |
(62,886) |
Balance, December 31, 2008 |
2,159,999 |
2,160 |
7,840 |
(62,886) |
(52,886) |
Net (Loss) for period |
|
|
|
(21,889) |
(21,889) |
Balance, December 31, 2009 |
2,159,999 |
2,160 |
7,840 |
(84,775) |
(74,775) |
Net (Loss) for period |
(244,551) |
(244,551) |
|||
Balance, December 31, 2010 |
2,159,999 |
$ 2,160 |
$ 7,840 |
$ (329,326) |
$ (319,326) |
Net (Loss) for period (unaudited) |
(100,223) |
(100,223) |
|||
Balance, March 31, 2011 (unaudited) |
2,159,999 |
$ 2,160 |
$ 7,840 |
$ (429,549) |
$ (419,549) |
The accompanying notes are an integral part of these financial statements.
-8-
Artepharm Global Corp.
(A Development Stage Company)
Statements of Cash Flows
(unaudited)
For three months ending |
From inception (June 13, 2008) to |
||||
March 31, 2011 |
March 31, 2010 |
||||
Operating Activities |
|||||
Net income (loss) |
$ (100,223) |
$ (100,364) |
$ (429,549) |
||
Accounts payable |
(47,952) |
1,749 |
$ 33,498 |
||
Net cash used in operating activities |
(153,208) |
(98,615) |
(401,084) |
||
Investing Activities |
|||||
Net cash used in investing activities |
$ - |
$ - |
$ - |
||
Financing Activities |
|||||
Borrowings on Related Party Loan |
309,811 |
105,110 |
401,727 |
||
Common shares issued for cash |
- |
- |
10,000 |
||
Net cash provided by financing activities |
$ 154,741 |
$ 105,110 |
$ 411,727 |
||
Net change in cash |
1,533 |
(6,495) |
10,643 |
||
Cash at beginning of period |
9,110 |
- |
- |
||
Cash at end of period |
$ 10,643 |
$ 6,495 |
$ 10,643 |
||
Interest |
$ - |
$ - |
$ - |
||
Income Tax |
$ - |
$ - |
$ - |
The accompanying notes are an integral part of these financial statements.
-9
-ARTEPHARM GLOBAL CORP.
(formerly Blackrock Resources, Inc.)
(A Development Stage Company)
Footnotes to the Financial Statements
(unaudited)
NOTE 1. NATURE OF OPERATIONS
DESCRIPTION OF BUSINESS AND HISTORY - Artepharm Global Corp. (hereinafter referred to as the "Company") was incorporated on June 13, 2008 by filing Articles of Incorporation under the Nevada Secretary of State. The company was incorporated under the name AMF Capital Group, Inc. In June 2009, the company changed its name to Blackrock Resources, Inc. In January 2010 the company changed its name to Artepharm Global Corp. The company is in the pharmaceutical business seeking to find and market pharmaceutical products. The company is currently in negotiations with a business called Artepharm Co., a pharmaceutical company involved in R&D and the manufacturing of artemisinin-based anti-malarias and anti-viral traditional Chinese medicines. The company seeks to acquire the patent and worldwide marketing rights to market Artepharm Co.'s product called Artequick(R). Artequick(R) is a natural artemisinin-based anti-malaria drug.
GOING CONCERN - The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has accumulated a loss and is new. This raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
As shown in the accompanying financial statements, the Company has incurred a loss of $429,549 for the period from June 13, 2008 (inception) to March 31, 2011 and has generated no revenues over the same period. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2011, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2010, audited financial statements. The results of operations for the period ended March 31, 2011 is not necessarily indicative of the operating results for the full year.
DEVELOPMENT STAGE - The Company complies with Accounting Codification Standard 915-10 for its characterization of the Company as development stage.
FINANCIAL RISK - The company's plan of operations are in Canada, China and Africa, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company's operations and developments that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates.
-10-
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION -These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company's three months end is March 31, 2011.
USE OF ESTIMATES - The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe 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 us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.
INCOME TAXES
- The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.LOSS PER COMMON SHARE
- The Company reports net loss per share in accordance with provisions of the FASB. The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of March 31, 2010, there were no common stock equivalents outstanding.FAIR VALUE OF FINANCIAL INSTRUMENTS - Pursuant to ASC No. 820, "Fair Value Measurements and Disclosures", the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of March 31, 2010 . The Company's financial instruments consist of cash. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.
RECLASSIFICATONS
Certain prior period amounts have reclassified to conform to the current period presentation. There was no material effect to the financial statements as result of these reclassifications.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Effective June 30, 2009, the Company adopted a new accounting standard issued by the FASB related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company's financial statements.
-11-
On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements.
RECENTLY ISSUED ACCOUNTING STANDARDS - In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.
In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. The Company does not expect the provisions of ASU 2009-17 to have a material effect on the financial position, results of operations or cash flows of the Company.
In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166. The Company does not expect the provisions of ASU 2009-16 to have a material effect on the financial position, results of operations or cash flows of the Company.
In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1. The Company does not expect the provisions of ASU 2009-15 to have a material effect on the financial position, results of operations or cash flows of the Company.
-12-
NOTE 3 -RELATED PARTY TRANSACTIONS
As of March 31, 2011 the company owed Harpreet Sangha, company CEO, the amount of $401,728. The loan is unsecured and has no interest and no fixed repayment date.
NOTE 4 -INCOME TAXES
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company had no uncertain tax positions.
The Company currently has net operating loss carryforwards aggregating $429,549, which expire through 2030. The deferred tax asset of $146,047 and $111,971 related to the carryforwards has been fully reserved.
The Company has deferred income tax assets, which have been fully reserved, as follows as of March 31, 2011 and December 31, 2010:
2011 |
2010 |
|
Deferred tax assets |
$ 146,047 |
$ 111,971 |
Valuation allowance for deferred tax assets |
(146,047) |
(111,971) |
Net deferred tax assets |
$ - |
$ - |
NOTE 5 - FAIR VALUE ACCOUNTING
Fair Value Measurements
On January 1, 2008, the Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities.
ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.
ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:
-13-
- |
Level 1 |
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
- |
Level 2 |
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
- |
Level 3 |
Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and may include the Company's own data.) |
The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of March 31, 2010 and December 31, 2009:
Level 1: None
Level 2: None
Level 3: None
Total Gain (Losses): None
NOTE 6 - COMMON STOCK
On June 13, 2008 (inception), the Company issued 54,000,000 founders' shares (2,159,999 shares on a post-reverse split basis) for $10,000 cash.
On December 16, 2010, the Company effected a reverse stock split of its authorized and issued and outstanding shares of common stock on a one new share for twenty-five old shares bases (1:25). As a result, the Company's authorized share capital decreased from 500,000,000 shares of common stock to 20,000,000 shares of common stock.
Effective February 24, 2011, the Company increased the number of its authorized shares of Common Stock from 20,000,000 shares, par value $0.001 per share, to 500,000,000 shares, par value $0.001 per share.
NOTE 7 - COMMITMENTS
On January 1, 2010, the Company entered into an agreement to rent office space for $2,500 (Canadian) per month till September 30, 2011.
NOTE 8 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date these financial statements were issued. There are no reporting subsequent events requiring disclosure.
-14-
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition, changes in financial condition and results of operations for the three months ended March 31, 2011 and 2010 should be read in conjunction with our unaudited interim financial statements and related notes for the three months ended March 31, 2011 and 2010. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under the heading "Risk Factors" in our Annual Report on Form 10-K.
Overview of our Business
We are in the pharmaceutical business, seeking to find and market pharmaceutical products. We are currently in negotiations with a business called Artepharm Co., a pharmaceutical company involved in research and development and the manufacturing of artemisinin-based anti-malarias and anti-viral traditional Chinese medicines. We are seeking to acquire the patent and worldwide marketing rights to market Artepharm Co.'s product called Artequick(R). Artequick(R) is a natural artemisinin-based anti-malaria drug.
We are a development stage company with a limited history of operations. We presently do not have the funding to fully execute our business plan.
Plan of Operations
We are currently in negotiations with a business called Artepharm Co., a pharmaceutical company involved in research and development and the manufacturing of artemisinin-based anti-malarias and anti-viral traditional Chinese medicines. We are seeking to acquire the patent and worldwide marketing rights to market Artepharm Co.'s product called Artequick(R). Artequick(R) is a natural artemisinin-based anti-malaria drug.
As at March 31, 2011, we had cash of $10,643 and a working capital deficit of $17,821. Consequently, we will require additional financing to pursue our plan of operations over the next 12 months. There can be no assurance that we will obtain any additional financing in the amounts required or on terms favorable to us. If we are unable to obtain additional financing, we may have to re-evaluate or abandon our business activities and revise our plan of operations.
We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations going forward. In the absence of such financing, our business plan will fail. Even if we are successful in obtaining equity financing, there is no assurance that we will obtain the funding necessary to pursue our business plan. If we do not continue to obtain additional financing going forward, we will be forced to re-evaluate or abandon our plan of operations.
Results of Operations
The following table sets forth our results of operations from inception on June 13, 2008 to March 31, 2011 as well as for the three month periods ended March 31, 2011 and 2010.
-15-
For three months ending |
From inception (June 13, 2008) to |
||||
2011 |
2010 |
||||
Revenue |
$ - |
$ - |
$ - |
||
Accounting & Professional Fees |
77,680 |
82,684 |
251,108 |
||
Office and Administration |
22,543 |
17,680 |
178,441 |
||
Total Expenses |
100,223 |
100,364 |
429,549 |
||
Provision for income tax |
- |
- |
- |
||
Net loss from operations |
(100,223) |
(100,364) |
(429,549) |
||
Net Income (Loss) |
$ (100,223) |
$ (100,364) |
$ (429,549) |
We have had no revenue from inception to March 31, 2011.
Our accounting and professional fees decreased to $77,680 for the three months ended March 31, 2011 from $82,684 for the three months ended March 31, 2010.
Our office and administration expenses increased to $22,543 for the three months ended March 31, 2011 from $17,681 for the three months ended March 31, 2010.
Our net loss for the three months ended March 31, 2011 was $100,223, comparable to $100,364 for the three months ended March 31, 2010.
Liquidity and Capital Resources
|
As at |
As at |
||
Cash |
$10,643 |
|
$ 9,110 |
|
Working capital (deficit) |
(17,821) |
|
(72,665) |
|
Total assets |
15,676 |
|
9,110 |
|
Total liabilities |
435,225 |
|
328,436 |
|
Shareholders' deficit |
(419,549) |
|
(319,326) |
|
As at March 31, 2011, we had cash of $10,643 and a working capital deficit of $17,821. Consequently, we will require additional financing to pursue our plan of operations over the next 12 months. There can be no assurance that we will obtain any additional financing in the amounts required or on terms favorable to us. If we are unable to obtain additional financing, we may have to re-evaluate or abandon our business activities and plan of operations.
Cash Used in Operating Activities
Net cash used in operating activities in the three months ended March 31, 2011 increased to $153,208 from $98,615 in the three months ended March 31, 2010.
-16-
Cash Provided By Financing Activities
We have funded our business to date primarily from sales of our common stock and from a related party loan. In the three months ended March 31, 2011, we received cash of $309,811 as the result of a loan, compared to $105,110 in the three months ended March 31, 2010.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable because we are a smaller reporting company.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Harpreet Sangha, our principal executive and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule Rule 13a-15(e) of the Exchange Act) as of March 31, 2011. Based on this evaluation, our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures were not effective as of March 31, 2011, due the deficiencies in our internal control over financial reporting as of December 31, 2010, as reported in our Annual Report on Form 10-K for our year ended December 31, 2010, which deficiencies have not been remedied.
No Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We currently are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.
Not applicable because we are a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. (Removed and Reserved)
Not applicable.
None
-17-
Exhibit No. |
Description |
3.1 |
Articles of Incorporation(1) |
3.2 |
Bylaws(1) |
3.3 |
Certificate of Amendment as filed with the Nevada Secretary of State, effective as of November 13, 2009(2) |
3.4 |
Certificate of Change as filed with the Nevada Secretary of State, filed December 1, 2010 (3) |
3.5 |
Certificate of Correction as filed with the Nevada Secretary of State, filed December 2, 2010 (3) |
3.6 |
Certificate of Amendment as filed with the Nevada Secretary of State, effective as of February 24, 2011 (4) |
31.1 |
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended (5) |
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(5) |
Notes
(1) |
Incorporated by reference from our Registration Statement on Form S-1, filed with the SEC on September 5, 2008. |
(2) |
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on March 3, 2010. |
(3) |
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on December 17, 2010. |
(4) |
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on March 2, 2011. |
(5) |
Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ARTEPHARM GLOBAL CORP.
By: /s/ Harpreet Sangha
Harpreet Sangha
Chief Executive Officer, Chief Financial Officer,
Secretary and a Director
(Principal Executive Officer and Principal Financial Officer)
Date: May 11, 2011