Attached files
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| EX-31.1 - DYM ENERGY Corp | ex31-1.htm |
| EX-32.1 - DYM ENERGY Corp | ex32-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
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[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2010
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number 000-53512
BIDFISH.COM INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
40 Court Street, Suite 178
Middlebury, VT 05753
(Address of principal executive offices, including zip code.)
(802) 385-1083
(telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days.
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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[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 [X] NO [ ]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 214,520,000 as of January 17, 2011.
PART I – FINANCIAL INFORMATION
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ITEM 1.
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FINANCIAL STATEMENTS
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Bidfish.com Inc.
(A Development Stage Company)
(Unaudited)
November 30, 2010
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Index
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Balance Sheets
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F–2
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Statements of Operations
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F–3
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Statements of Cash Flows
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F–4
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Notes to the Financial Statements
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F–5
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F-1
Bidfish.com Inc.
(A Development Stage Company)
Balance Sheets
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November 30,
2010
$
(Unaudited)
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August 31,
2010
$
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ASSETS
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||||||||
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Current Assets
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||||||||
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Cash and cash equivalents
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22,522
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22,522
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Total Assets
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22,522
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22,522
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||||||
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Current Liabilities
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||||||||
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Accounts payable
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7,533
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6,580
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Due to related party
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1,047
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–
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||||||
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Total Current Liabilities
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8,580
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6,580
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Total Liabilities
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8,580
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6,580
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Stockholders’ Equity
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Preferred stock, 100,000,000 shares authorized, $0.00001 par value;
None issued and outstanding
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–
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–
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Common stock, 3,100,000,000 shares authorized, $0.00001 par value;
214,520,000 shares issued and outstanding
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2,145
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2,145
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Additional paid-in capital
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226,648
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226,648
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Deficit accumulated during the development stage
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(214,851
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)
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(212,851
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)
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Total Stockholders’ Equity
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13,942
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15,942
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Total Liabilities and Stockholders’ Equity
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22,522
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22,522
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The accompanying notes are an integral part of these financial statements.
F-2
Bidfish.com Inc.
(A Development Stage Company)
Statements of Operations
Three Months Ended November 30, 2010 and 2009 and
the Period from June 27, 2006 (Inception) through November 30, 2010
(Unaudited)
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Three Months Ended
November 30, 2010
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Three Months
Ended
November 30, 2009
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June 27, 2006 (Inception) to November 30, 2010
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$
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$
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$
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Expenses
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General and administrative
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– | 1,106 | 17,124 | |||||||||
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Professional and consulting fees
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2,000 | 24,833 | 197,727 | |||||||||
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Total Expenses
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2,000 | 25,939 | 214,851 | |||||||||
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Net Loss
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(2,000 | ) | (25,939 | ) | (214,851 | ) | ||||||
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Net Loss Per Share – Basic and Diluted
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(0.00 | ) | (0.00 | ) | ||||||||
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Weighted Average Shares Outstanding
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214,520,000 | 214,520,000 | ||||||||||
The accompanying notes are an integral part of these financial statements.
F-3
Bidfish.com Inc.
(A Development Stage Company)
Statements of Cash Flows
Three Months Ended November 30, 2010 and 2009 and
the Period from June 27, 2006 (Inception) through November 30, 2010
(Unaudited)
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Three Months
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Three Months
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June 27, 2006
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Ended
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Ended
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(Inception)
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November 30,
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November 30,
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to November 30,
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2010
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2009
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2010
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Operating Activities
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||||||||||||
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Net loss for the period
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(2,000
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)
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(25,939
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)
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(214,851
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)
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Adjustments to reconcile net loss to net cash used in operations:
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Donated services
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–
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–
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12,800
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Change in operating assets and liabilities:
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Prepaid expenses
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–
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20,833
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–
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Accounts payable
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953
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297
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7,533
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Net Cash Used In Operating Activities
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(1,047
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)
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(4,809
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)
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(194,518
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)
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Financing Activities
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Advance from related party
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1,047
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–
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20,040
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Proceeds from issuance of common stock
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–
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–
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197,000
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Net Cash Provided by Financing Activities
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1,047
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–
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217,040
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Increase (Decrease) in Cash and Cash Equivalents
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–
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(4,809
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)
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22,522
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Cash and Cash Equivalents - Beginning of Period
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22,522
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27,331
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–
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Cash and Cash Equivalents - End of Period
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22,522
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22,522
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22,522
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Supplemental Disclosures
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Interest paid
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–
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–
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–
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Income taxes paid
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–
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–
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–
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Non-cash Transaction
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Contributed Capital – Debt Forgiveness
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–
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–
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18,993
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The accompanying notes are an integral part of these financial statements.
F-4
Bidfish.com Inc.
(A Development Stage Company)
Notes to the Financial Statements
November 30, 2010
(Unaudited)
Note 1 – Basis of Presentation
The accompanying unaudited interim financial statements of Bidfish.com Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended August 31, 2010 as reported in Form 10-K, have been omitted.
Note 2 - Cash and Cash Equivalents
The Company considers all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents. Cash equivalents include a US dollar bank draft from CIBC bank which is being held by the Company until the Company opens a new bank account.
Note 3 - Related Party Transactions
During the year ended August 31, 2010 a shareholder and the director of the Company advanced $18,993 to the Company, which was forgiven and recorded as contributed capital.
During the three months ended November 30, 2010 the same shareholder and director of the Company advanced $1,047 to the Company. As at November 30, 2010 the Company had a balance of $1,047 owed to this shareholder and director, which is unsecured, non-interest bearing and have no fixed terms of repayment.
Note 4 - Common and Preferred Stock
As at November 30 and August 31, 2010, 214,520,000 shares of the Company’s common stock are issued and outstanding, and no shares of the Company’s preferred stock are issued and outstanding.
Note 5 - Subsequent Events
Subsequent to November 30, 2010 a shareholder and the director of the Company made payments of $8,340 on behalf of the Company. The advances are unsecured, non-interest bearing and have no fixed terms of repayment.
F-5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We are a development stage corporation and have not started operations or generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.
Our Current Business
Bidfish was incorporated on June 27, 2006, under its former name “Park and Sell Corp.” Our resident agent is The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511. Prior to September 15, 2009, we were engaged in the business of offering vehicles, ATVs, motorcycles, campers, RVs and boats for sale privately at a fixed fee. It was our intention to be one of the few website driven businesses up and operating offering buyers and sellers the opportunity to search, view, contact, buy and sell privately owned vehicles, ATVs, motorcycles, campers, RVs and boats. We commenced limited operations including a feasibility study and the search for an appropriate facility location. As our management conducted due diligence on the recreational vehicle industry, management realized that this industry did not present the best opportunity for our company to realize value for our shareholders. In an effort to substantiate shareholder value, then sought to identify, evaluate and investigate various companies and compatible or alternative business opportunities with the intent that, should the opportunity arise, a new business be pursued.
Effective September 15, 2009, we completed a merger with our wholly-owned subsidiary, Bidfish.com Inc. a Nevada corporation, for the purpose of effecting a change in our name from “Park and Sell Corp.” to “Bidfish.com Inc.” During our company’s past fiscal quarter, management determined to abandon our current business plan, consisting of recreational vehicle sales and leasing due to the lack of success in the current business and our inability to attract further financing for this business. Accordingly, during the past fiscal quarter, management decided to change our business focus to online entertainment shopping, specifically online auctions of consumer goods. In connection with the change of business focus, we changed our name from Park and Sell Corp. to Bidfish.com Inc.
In addition, effective September 15, 2009, we effected a 31 for 1 forward stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital has increased from 100,000,000 shares of common stock at $0.00001 par value to 3,100,000,000 shares of common stock at $0.00001 par value. Our issued and outstanding has increased from 6,920,000 shares of common stock to 214,520,000 shares of common stock. Our preferred stock remains unchanged at 100,000,000 shares of preferred stock at $0.00001 par value.
-2-
Our common stock was quoted on the NASD Over-the-Counter Bulletin Board under the new symbol "BDFH" effective at the opening of the market on September 24, 2009.
Background
We operate the website “Bidfish.com” which is an online entertainment shopping portal. We plan to sell “bids” to customers who then use them to bid on consumer products that we sell through an auction system on the website. We are planning to auction products such as PC's, MP3 players, cameras and TV's.
Products would be shipped either directly from the distributor or from our facility. We have not made any sales to date and we do not currently maintain an inventory of the products we plan to sell. We plan to market the website through online advertising, print media and TV advertising.
We plan to offer an affiliate program as part of our promotional efforts. Through this affiliate program, we plan to pay commissions to other websites who generate sales through the likes of banners on their websites. Affiliate websites need only to provide a link to bidfish.com, which in turn operates the order processing, shipping, and customer service. We do not currently have an affiliate program in place as of the date of this filing.
Our website
We have already lined up an outside technology provider to develop our website. The website will be located at the domain bidfish.com.
Marketing Strategy
Web marketing will start with our known contacts whom we will ask to recommend our site. We will continue the strategy with long-term efforts to develop recognition in professional forums. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words (meta tags) and utilizing link and banner exchange options.
We plan to market the website through print media and television advertising.
We plan to offer an affiliate program as part of our promotional efforts. Through this affiliate program, we plan to pay commissions to other websites who generate sales through the likes of banners on their websites. Affiliate websites need only to provide a link to bidfish.com, which in turn operates the order processing, shipping, and customer service. We do not currently have an affiliate program in place as of the date of this filing.
Competition
We face competition from a number of other similar operations plus the more traditional ways of selling consumer goods such as newspaper ads and specific trade publications. We will be at a competitive disadvantage since these businesses are more established within their network. Many of our competitors will have greater existing customer bases, operating histories, technical support, staffing and other resources than we do at this time. There can be no assurances that we will be able to break into this industry offering a new service.
-3-
Competition for business will be based on marketing, personal contacts, services offered, reputation and in some instances, cost.
We do not currently have a strong competitive position in this market. We will have to develop our competitive position. It will be attempted primarily through the promotion and use of the web site.
Government Regulation
We are not currently subject to direct federal, state, provincial, or local regulation other than regulations applicable to businesses generally or directly applicable to electronic commerce. However, the internet is increasingly popular. As a result, it is possible that a number of laws and regulations may be adopted with respect to the internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Furthermore, the growth of electronic commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online services to establish privacy policies. The Federal Trade Commission has also initiated action against at least one online service regarding the manner in which personal information is collected from users and provided to third parties. We will not provide personal information regarding our users to third parties. However, the adoption of such consumer protection laws could create uncertainty in web usage and reduce the demand for our products.
We are not certain how business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity and export or import matters. The vast majority of such laws were adopted prior to the advent of the internet. As a result, they do not contemplate or address the unique issues of the internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the internet market place. Such uncertainty could reduce demand for services or increase the cost of doing business as a result of litigation costs or increased service delivery costs. In addition, because our services are available over the internet in multiple states and foreign countries, other jurisdictions may claim that we are required to qualify to do business in each such state or foreign country. We are qualified to do business only in Nevada. Our failure to qualify in a jurisdiction where it is required to do so could subject it to taxes and penalties. It could also hamper our ability to enforce contracts in such jurisdictions. The application of laws or regulations from jurisdictions whose laws currently apply to our business could have a material adverse affect on our business, results of operations and financial condition.
Insurance
We do not maintain any insurance relating to our business or operations. Sellers offering their property for sale on our site will be responsible for maintaining the necessary insurance.
Employees
We are a development stage company and currently have no employees, other than our sole officer and director.
-4-
Our Office
Our office is located at 40 Court Street, Suite 178 Middlebury, VT 05753. Our phone number is 802-385-1083.
Plan of Operation
Cash Requirements
Over the next twelve months we intend to raise funds to commence marketing our products, purchasing product inventory and for general and administrative expenditures, as follows:
Estimated Funding Required During the Next Twelve Months
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General and Administrative
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$ | 25,000 | ||
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Operations - website Development and Promotion
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$ | 75,000 | ||
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Total
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$ | 100,000 |
As at November 30, 2010, we had working capital of $13,942. We will require additional financing before we generate significant revenues. We intend to raise the capital required to meet any additional needs through sales of our securities in secondary offerings or private placements.
There are no assurances that we will be able to obtain additional funds required for our continued operations. In such event that we do not raise sufficient additional funds by secondary offering or private placement, we will consider alternative financing options, if any, or be forced to scale down or perhaps even cease our operations.
Limited operating history; need for additional capital
There is limited historical financial information about us upon which to base an evaluation of our performance. We are in development stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
There is no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
-5-
Results of operations
From Inception on June 27, 2006 to November 30, 2010
Our principal capital resources have been acquired through the issuance of common stock.
At November 30, 2010 we had a working capital of $13,942.
At November 30, 2010 our total assets of $22,522 which consists of US dollar bank draft from CIBC bank of $22,522.
At November 30, 2010 our total liabilities were $8,580, compared to our liabilities of $6,580 as at August 31, 2010.
For the three months ended November 30, 2010, we had no revenue and incurred expenditures of $2,000 and posted losses of $2,000. For the three months ending November 30, 2009, we incurred expenditures of $25,939 and posted losses of $25,939. From inception to November 30, 2010, we incurred losses of $214,851. The principal components of the losses for the three months ended November 30, 2010 were accounting and consulting fees of $2,000 for services provided for the year ended August 31, 2010.
We have had no revenues from inception. We currently do not have sufficient funding to complete our business plan.
We have no external sources of liquidity in the form of credit lines from banks. Based on the plan of operation described below, management believes that our available cash will not be sufficient to fund our immediate working capital requirements for the next 12 months.
Liquidity and capital resources
As of the date of this report, we have yet to generate any revenues from our business operations.
We issued 155,000,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933. This was accounted for as a sale of common stock. In January 2008, we also issued 59,520,000 shares in our public offering pursuant to section 5 of the Securities Act of 1933. This was accounted for as a sale of common stock, with proceeds of $192,000.
-6-
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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ITEM 4.
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CONTROLS AND PROCEDURES.
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Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this quarterly report. The management strives to remedy the deficiencies by thoroughly reviewing the requirements for the filings and the contents of filings.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during our quarter ended November 30, 2011 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
-7-
PART II. OTHER INFORMATION
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ITEM 1A.
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RISK FACTORS.
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We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act of 1934 and are not required to provide the information required under this item.
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ITEM 2.
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
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On November 21, 2007, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective (File number 333-147299) permitting us to offer up to 62,000,000 shares of common stock. There was no underwriter involved in our public offering. In January 2008, we completed our public offering and raised $192,000 by selling 59,520,000 shares of common stock to 45 individuals.
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ITEM 6.
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EXHIBITS.
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The following documents are included herein:
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Exhibit No.
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Document Description
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.
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-8-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 28th day of July, 2011.
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BIDFISH.COM INC.
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||
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(Registrant)
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BY:
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JUAN CARLOS ESPINOSA
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Juan Carlos Espinosa
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President, Principal Accounting Officer, Principal Executive Officer, Principal Financial Officer, and Treasurer.
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-9-
EXHIBIT INDEX
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Exhibit No.
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Document Description
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.
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-10-