Quality Alliance Group, Inc - FORM 10-Q

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EX-31.1 - Quality Alliance Group, Inc	v223864_ex31-1.htm
EX-32.1 - Quality Alliance Group, Inc	v223864_ex32-1.htm

U.S. 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 PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission file number: 000-53544

QUALITY ALLIANCE GROUP, INC.

(Name of Small Business Issuer in its charter)

Nevada	26-2718129
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

13406 Sir Britton Court, Chesterfield, Virginia 28832

(Address of principal executive offices)

(804) 608-0208

Issuer’s telephone number

(Former name, former address and former

fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ 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 x 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” 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). x Yes ¨ No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ¨ Yes ¨ No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: At May 23, 2011, there were 1,000,000 shares of common stock outstanding.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

QUALITY ALLIANCE GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

As of March 31, 2011 and June 30, 2010

	March 31, 2011 (unaudited)			June 30, 2010 (derived from audited)
ASSETS

Current Assets
Cash and equivalents	$	5		$	5

TOTAL ASSETS	$	5		$	5

LIABILITIES AND STOCKHOLDER’S DEFICIT
Current Liabilities
Accrued expenses and interest	$	4,227		$	4,767
Notes payable – related party		26,677			22,177
Total current liabilities		30,904			26,944

Stockholder’s Deficit
Common Stock, $.0001 par value, 100,000,000 shares authorized, 1,000,000 shares issued and outstanding		100			100
Additional paid-in capital		-0-			-0-
Deficit accumulated during the development stage		(30,999	)		(27,039	)
Total stockholder’s deficit		(30,899	)		(26,939

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT	$	5		$	5

See accompanying notes to financial statements.

QUALITY ALLIANCE GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (UNAUDITED)

For the three months and nine months ended March 31, 2011 and 2010

Period from May 7, 2008 (inception) to March 31, 2011

	Three months ended March 31, 2011			Three months ended March 31, 2010			Nine months ended March 31, 2011			Nine months ended March 31, 2010			Period from May 7, 2008 (inception) to March 31, 2011

Revenues:	$	-0-		$	-0-		$	-0-		$	-0-		$	-0-

Expenses:
Professional fees		1,500			1,539			2,500			7,780			27,253
Interest expense		513			778			1,460			1,259			3,746
Total expenses		2,013			2,317			3,960			9,039			30,999

Net Loss	$	(2,013	)	$	(2,317	)	$	(3,960	)	$	(9,039	)	$	(30,999	)

Net loss per share:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average shares outstanding:
Basic and diluted		1,000,000			1,000,000			1,000,000			1,000,000

See accompanying notes to financial statements.

QUALITY ALLIANCE GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDER’S DEFICIT (UNAUDITED)

Period from May 7, 2008 (Inception) to March 31, 2011

	Common stock				Additional		Deficit accumulated during the development
	Shares		Amount		paid-in capital		stage			Total
Issuance of common stock for cash @ $.0001		1,000,000	$	100	$	-0-	$	-		$	100
Net loss for the period		-		-		-		(9,029	)		(9,029	)
Balance, June 30, 2008		1,000,000		100		-0-		(9,029	)		(8,929	)

Net loss for the period		-		-		-		(7,607	)		(7,607	)
Balance, June 30, 2009		1,000,000		100		-0-		(16,636	)		(16,536	)

Net loss for the period		-		-		-		(10,403	)		(10,403	)
Balance, June 30, 2010		1,000,000		100		-0-		(27,039	)		(26,939	)

Net loss for the period		-		-		-		(3,960	)		(3,960	)
Balance, March 31, 2011		1,000,000	$	100	$	-0-	$	(30,999	)	$	(30,899	)

See accompanying notes to financial statements.

QUALITY ALLIANCE GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (UNAUDITED)

For the nine months ended March 31, 2011 and 2010

Period from May 7, 2008 (Inception) to March 31, 2011

	Nine months ended March 31, 2011			Nine months ended March 31, 2010			Period from May 7, 2008 (inception) to March 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(3,960	)	$	(9,039	)	$	(30,999	)
Change in non-cash working capital items:
Increase (decrease) in accrued expenses and interest		(540	)		2,498			4,227
NET CASH (USED IN) OPERATING ACTIVITIES		(4,500	)		(6,541	)		(26,772	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable		4,500			6,281			26,677
Proceeds from sales of common stock		-0-			-0-			100
NET CASH PROVIDED BY FINANCING ACTIVITIES		4,500			6,281			26,777

NET INCREASE IN CASH		-0-			(260	)		5

CASH, BEGINNING OF PERIOD		5			265			-0-
CASH, END OF PERIOD	$	5		$	5		$	5

SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	-0-		$	-0-		$	-0-
Income taxes paid	$	-0-		$	-0-		$	-0-

See accompanying notes to financial statements.

QUALITY ALLIANCE GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2011

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES

Nature of Business

Quality Alliance Group, Inc. is a development stage company and was incorporated in Nevada on May 7, 2008. The Company’s objective is to acquire or merge with a target business or company in a business combination.

Development Stage Company

The accompanying financial statements have been prepared in accordance with accounting principles related to development stage companies. A development stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At March 31, 2011 and June 30, 2010 the Company had $5 of unrestricted cash.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accrued expenses, and a note payable to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basic loss per share

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 2 – ACCRUED EXPENSES AND INTEREST

Accrued expenses and interest consisted of the following at March 31, 2011 and June 30, 2010:

	March 31, 2011		June 30, 2010
Accrued professional fees	$	500	$	2,500
Accrued interest- related party		3,727		2,267
Total accrued expenses and interest	$	4,227	$	4,767

The accrued interest – related party is owed to Ray Cene Investments, LLC. See Note 3.

QUALITY ALLIANCE GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2011

NOTE 3 – NOTE PAYABLE

The Company received a $6,500 note payable from Ray Cene Investments, LLC on June 11, 2008. The Company also signed an additional $3,500 note payable on June 18, 2008 and received the funds on July 15, 2008. The Company was also loaned funds during the year ended June 30, 2009 totaling $3,439. During the year ended June 30, 2010, the Company received additional loans to fund operations in the amounts of $4,742, $2,457, and $1,539. Additionally, the Company received a loan of $2,500 during the quarter ended December 31, 2010 and a loan of $2000 during the quarter ended March 31, 2011. All notes are due on demand and bear 8% interest. Ray Cene Investments, LLC is the owner of 100% of the outstanding common stock of the Company. The total note payable at March 31, 2011 to Ray Cene Investments, LLC is $26,677.

NOTE 4 – INCOME TAXES

For the periods ended March 31, 2011, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $31,000 at March 31, 2011, and will expire beginning in the year 2028. The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	2011
Deferred tax asset attributable to:
Net operating loss carryover	$	10,540
Valuation allowance		(10,540	)
Net deferred tax asset	$	-

NOTE 5 – LIQUIDITY AND GOING CONCERN

Quality Alliance Group has negative working capital, has incurred operating losses since inception, and has not yet received revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

NOTE 6 – SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to March 31, 2011 through May 23, 2011, the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

Item 2. Management’s Discussion and Analysis or Plan of Operation.

Overview

Quality Alliance Group, Inc. (“we,” “us”, the “Company” or like terms) was incorporated in the State of Nevada on May 7, 2008. We are a developmental stage company and have not generated any revenues to date. We were organized to serve as a vehicle to acquire, through a reverse acquisition, merger, capital stock exchange, asset acquisition or other similar business combination (“Business Combination”), an operating or development stage business (“Target”) which desires to utilize our status as a reporting corporation under the Exchange.

The Company voluntarily filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on January 5, 2009, and since its effectiveness, the Company has focused its efforts on identifying a possible Target for a Business Combination. We are not presently engaged in, and will not engage in, any substantive commercial business operations unless and until we consummate a Business Combination. Our fiscal year ends on June 30.

Based on our business activities, the Company is a “blank check” company. The SEC defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. In addition, under Rule 12b-2 of the Exchange Act, the Company also is a “shell company” which is defined, as a company which has (i) no or nominal operations; and (ii) either (x) no or nominal assets; (y) assets consisting solely of cash and cash equivalents; or (z) assets consisting of any amount of cash and cash equivalents and nominal other assets. Because we are a “shell” company, the Business Combination we enter into with a Target will be deemed to be a "reverse acquisition" or “reverse merger.”

Our management has broad discretion with respect to identifying and selecting a prospective Target. We have not established any specific attributes or criteria (financial or otherwise) for a prospective Target and may enter into a Business Combination with a development stage company, a distressed company or a foreign company engaged in any industry. Our sole officer and director has never served as an officer or director of a development stage public company that has consummated a Business Combination such as that contemplated by our Company. Accordingly, he may not successfully identify a Target or conclude a Business Combination. In addition, our management engages in other business activities and is not obligated to devote any specific number of hours to our matters. Management intends to devote only as much time as it deems necessary to our affairs.

We cannot assure you that we will be successful in concluding a Business Combination. We will not realize any revenues or generate any income unless and until we successfully merge with or acquire an operating business that is generating revenues and otherwise is operating profitably. Moreover, we can offer no guarantee that the Company will achieve long-term or immediate short-term earnings from any Business Combination.

Any entity with which we enter into a Business Combination will be subject to numerous risks in connection with its operations. To the extent we affect a Business Combination with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of such companies. If we consummate a Business Combination with a foreign entity, we will be subject to all of the risks attendant to foreign operations. Although our management will endeavor to evaluate the risks inherent in a particular Target, we cannot assure you that we will properly ascertain or assess all significant risk factors.

We expect that in connection with any Business Combination, we will issue a significant number of shares of our common stock (equal to at least 80% of the total number of shares outstanding after giving effect to the transaction and likely, a significantly higher percentage) in order to ensure that the Business Combination qualifies as a “tax free” transaction under federal tax laws. The issuance of additional shares of our capital stock will:

significantly reduce the equity interest of our stockholders prior to the transaction; and

cause a change in control in our Company and likely result in the resignation or removal of our officer and director as of the date of the transaction.

Our management anticipates that our Company likely will affect only one Business Combination, due primarily to our limited financial resources and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a Target in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us because it will not permit us to offset potential losses from one venture against potential gains from another.

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to filing Exchange Act reports, investigating and analyzing Targets and consummating a Business Combination. We believe we will be able to meet these costs through use of funds in our treasury and from cash which may be loaned to or invested in us by our stockholders, management or other investors. As of March 31, 2011, the Company had $5 in its treasury. There are no assurances that the Company will be able to secure additional funding as needed. Our ability to continue as a going concern is dependent upon our ability to generate cash from the sale of our common stock and/or obtain debt financing and attain future profitable operations by acquiring or merging with a profitable company.

Liquidity and Capital Resources

At March 31, 2011, we had total assets of $5, consisting exclusively of cash. This compares with total assets of $5 at June 30, 2010, our fiscal year end. At March 31, 2011, the Company had current liabilities of $30,904 compared with current liabilities of $26,944 at June 30, 2010, in each case, comprised exclusively of accrued expenses and amounts owed to stockholders.

Our existing cash reserves will not be sufficient to cover our operating costs and expenses over the next twelve months.

To date, we have funded our operations through loans from our stockholders. Our stockholders have advised management that they presently expect to fund additional costs and expenses we may incur through loans or further investment in the Company, as and when necessary. However, our stockholders are under no obligation to provide such funding.

The following is a summary of the Company's cash flows used in operating and financing activities:

	Nine Months Ended March 31, 2011		Nine Months Ended March 31, 2010			For the Cumulative Period from May 7, 2008 (Inception) to March 31, 2011
Net Cash Used In Operating Activities	$	$4,500	$	$6,541		$	$26,772
Net Cash Provided by Financing Activities	$	$4,500	$	$6,281		$	$26,777
Net Increase (Decrease) in Cash and Cash Equivalents	$	-0-	$	(260	)	$	5

We do not expect to engage in any substantive activities unless and until such time as we enter into a Business Combination with a Target, if ever. We cannot provide investors with any assurance that we will have sufficient capital resources to fund our operations and realize our business objectives.

Results of Operations

Since our inception, we have not engaged in any substantive operations, other than seeking to identify a Target, nor generated any revenues. We reported a net loss for the three and nine months ended March 31, 2011 of $2,013 and $3,960, respectively, compared to a net loss of $2,317 and $9,039 for the comparable 2010 periods, and have suffered a net loss since inception of $30,999. At March 31, 2011, we had a working capital deficit of $30,899 compared to $26,939 at March 31, 2010. Since our inception, our operating expenses have principally comprised professional fees and expenses incurred in connection with the filing of reports under the Exchange Act, as well as interest accrued on loans from one of our stockholders.

We do not expect to engage in any activities, other than seeking to identify a Target, unless and until such time as we enter into a Business Combination with a Target, if ever. We cannot provide investors with any assessment as to the nature of a Target’s operations or speculate as to the status of its products or operations, whether at the time of the Business Combination it will be generating revenues or its future prospects.

Going Concern

Our negative working capital, continuing operating losses, failure to generate revenues and lack of operating capital create substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on its ability to generate cash from the sale of its securities and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Forward Looking Statements

Statements, other than historical facts, contained in this Quarterly Report on Form 10-Q, including statements of potential acquisitions and our strategies, plans and objectives, are "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”). Although we believe that our forward looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results to differ materially from those projected Among those risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking statements, including, but not limited to; the time management devotes to identifying a target business; management’s ability to consummate a business combination; the financial condition of the target company with which we may enter a business combination; the effect of existing and future laws; governmental regulations; the political and economic climate of the United States; and conditions in the capital markets. We undertake no duty to update or revise these forward-looking statements.

When used in this Form 10-Q, the words, "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4(T). Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of March 31, 2011, the Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer, who is the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), pursuant to Exchange Act Rule 13a-15. Based on such evaluation, the Company’s Chief Executive Officer has concluded that the Company's disclosure controls and procedures were effective.

Changes in Internal Controls

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the three months ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

There are presently no material pending legal proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this item. We refer readers to our Annual Report on Form 10-K as filed with the SEC on October 12, 2010 for a description of the risks associated with our business and an investment in our securities.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Reserved)

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit		Description

31.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.

32.1*		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

* Pursuant to Commission Release No. 33-8238, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act of 1934, as amended, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused the Report to be signed on its behalf by the undersigned thereunto duly authorized.

		QUALITY ALLIANCE GROUP, INC.

Dated: May 23, 2011	By:	/s/ Adam Wimmer
	Name:	Adam Wimmer
	Title:	President, Principal Executive Officer and Principal Financial Officer

Quality Alliance Group, Inc - FORM 10-Q - May 23, 2011

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Quality Alliance Group, Inc Reports