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EX-31.1 - EX-31.1 - Cepheus Acquisition Corp. | g27875exv31w1.htm |
EX-32.1 - EX-32.1 - Cepheus Acquisition Corp. | g27875exv32w1.htm |
EXCEL - IDEA: XBRL DOCUMENT - Cepheus Acquisition Corp. | Financial_Report.xls |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. |
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011
OR
o | 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: 000-54122
CEPHEUS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware | 99-0367562 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
1 Karlibach Street | ||
Tel Aviv, Israel | L3 | |
(Address of principal executive offices) | (Zip Code) |
972-3566-0414
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
2000 Hamilton Street, #943
Philadelphia, PA 19130
(Former name, former address and former fiscal year, if changed since last report)
Philadelphia, PA 19130
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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. þ Yes o 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 (Section 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).
o Yes þ 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 o
|
Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). þ Yes o No
State the number of shares outstanding of each of the issuers classes of common equity, as of
August 10, 2011: 31,390,000 shares of common stock.
TABLE OF CONTENTS
CEPHEUS ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
INDEX
(A DEVELOPMENT STAGE COMPANY)
INDEX
Table of Contents
PART I-FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
CEPHEUS ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
June 30, 2011 | December 31, | |||||||
(unaudited) | 2010 | |||||||
ASSETS |
||||||||
Current Assets |
||||||||
Cash |
$ | | $ | | ||||
Total Current Assets |
| | ||||||
TOTAL ASSETS |
$ | | $ | | ||||
LIABILITIES & STOCKHOLDERS EQUITY (DEFICIT) |
||||||||
Current Liabilities |
$ | | $ | | ||||
Total Current Liabilities |
| | ||||||
TOTAL LIABILITIES |
| | ||||||
Stockholders Equity (Deficit) |
||||||||
Preferred stock ($.0001 par value, 20,000,000-shares
authorized; none issued and outstanding) |
| | ||||||
Common Stock ($.0001 par value, 50,000,000 shares
authorized, 31,390,000 shares issued and
outstanding as of
June 30, 2011 and December 31, 2010) |
3,139 | 3,139 | ||||||
Deficit accumulated during developmental stage |
(3,139 | ) | (3,139 | ) | ||||
Total Stockholders Equity (Deficit) |
| | ||||||
TOTAL LIABILITIES & STOCKHOLDERS EQUITY (DEFICIT) |
$ | | $ | | ||||
See Accompanying Notes to Unaudited Financial Statements
Table of Contents
CEPHEUS ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Period from | ||||||||||||
August 12, 2010 | ||||||||||||
(Date of | ||||||||||||
Three Months | Six Months | Inception) | ||||||||||
Ended | Ended | through | ||||||||||
June 30, 2011 | June 30, 2011 | June 30, 2011 | ||||||||||
Revenues |
$ | | $ | | $ | | ||||||
Total Revenues |
| | | |||||||||
General and Administrative Expenses
Organization and related expenses |
| | 3,139 | |||||||||
Total General and Administrative Expenses |
| | 3,139 | |||||||||
Net Loss |
$ | | $ | | $ | (3,139 | ) | |||||
Basic Loss Per Share |
$ | | $ | | ||||||||
Weighted average number of common shares outstanding |
31,390,000 | 31,390,000 | ||||||||||
See Accompanying Notes to Unaudited Financial Statements
Table of Contents
CEPHEUS ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)
(UNAUDITED)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)
(UNAUDITED)
Deficit | ||||||||||||||||||||
Accumulated | ||||||||||||||||||||
Additional | During | |||||||||||||||||||
Common Stock | Paid-In | Development | ||||||||||||||||||
Shares | Amount | Capital | Stage | Total | ||||||||||||||||
August 12, 2010
(Date of Inception)
-Shares issued for
services |
31,390,000 | $ | 3,139 | $ | | $ | | $ | 3,139 | |||||||||||
Net loss for the
period ended December 31, 2010 |
| | | (3,139 | ) | (3,139 | ) | |||||||||||||
Net loss for six
months ended
June 30, 2011 |
| | | | | |||||||||||||||
Balance,
June 30, 2011 |
31,390,000 | $ | 3,139 | $ | | $ | (3,139 | ) | $ | | ||||||||||
See Accompanying Notes to Unaudited Financial Statements
Table of Contents
CEPHEUS ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
(Unaudited)
Period from | ||||||||
August 12, 2010 | ||||||||
Six | (Date of | |||||||
Months | Inception) | |||||||
Ended | through | |||||||
June 30, 2011 | June 30, 2011 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net income (loss) |
| (3,139 | ) | |||||
Adjustment
to reconcile net income (loss) to net cash provided by (used in)
operating activities: |
||||||||
Common stock issued to founder for services rendered |
| 3,139 | ||||||
Net cash provided by (used in) operating activities |
| | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Net cash provided by (used in ) investing activities |
| | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Net cash provided by (used in) financing activities |
| | ||||||
Net Increase (decrease) in cash |
| | ||||||
Cash at beginning of period |
| | ||||||
Cash at the end of period |
$ | | $ | | ||||
NONCASH INVESTING AND FINANCING ACTIVITIES: |
||||||||
Common stock issued to founder for services rendered |
$ | | $ | 3,139 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
||||||||
Interest paid |
$ | | $ | | ||||
Income taxes paid |
$ | | $ | | ||||
See Accompanying Notes to Unaudited Financial Statements
Table of Contents
CEPHEUS ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)
NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS
Cepheus Acquisition Corp. (the Company), a development stage company, was incorporated
under the laws of the State of Delaware on August 12, 2010, and has been inactive since inception.
The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of
capital stock or other business combination with a domestic or foreign business.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements have been prepared without audit pursuant to the
rules and regulations of the United States Securities and Exchange Commission requirements for interim financial
statements. Therefore, they do not include all of the information and footnotes required by
accounting principles generally accepted in the United States (GAAP) for complete financial
statements. The unaudited financial statements reflect all adjustments (consisting
of normal, recurring adjustments) which are, in the opinion of management, necessary for a
fair presentation of the financial position and operating results for the periods indicated. The
financial statements herein should be read in conjunction with the audited financial statements and
notes thereto, together with Managements Discussion and Analysis of Financial Condition and
Results of Operations, contained in the Annual Report on Form 10-K (the Form 10-K) for the
period ended December 31, 2010 for Cepheus Acquisition Corp. (the Company or Cepheus).
The results of operations for the three- and six-month periods ended June 30, 2011 are not
necessarily indicative of the results for the entire year ending December 31, 2011.
The Company is a development stage company, as defined by GAAP. The Company is still devoting
substantially all of its efforts to establishing business and its planned principal operations
have not commenced. All losses accumulated since inception have been considered part of the
Companys development stage activities.
Reclassifications
Certain reclassifications were made to the 2010 financial statements to conform to the June 30,
2011 financial statement presentation. These reclassifications had no impact on the previously
reported results of operations.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Cash Equivalents
The Company considers all highly liquid investments with maturity of three months or less when
purchased to be cash equivalents.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes in accordance with
GAAP. Under this method, income tax expense or benefit is recognized for the amount of: (i) taxes payable or
refundable due to current period operating results; and, (ii) deferred tax consequences of temporary differences
resulting from matters that have been recognized in the
Companys financial statements and tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in the results of operations in the period that includes the enactment date. A
valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight
of available positive and negative evidence, it is more likely than not that some portion or all of
the deferred tax assets will not be realized.
GAAP prescribes a recognition threshold and measurement attribute for the financial statement
recognition of a tax position taken or expected to be taken on a tax return. A tax benefit from an
uncertain tax position taken or expected to be taken may be recognized only if it is more likely
than not that the position is sustainable upon examination, based on its technical merits. In
the event that an uncertain tax position exists in which the Company could incur income taxes, the
Company would evaluate whether there is a probability that the uncertain tax position taken would
be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions
would then be recorded if the Company determined that it is probable that a position would not be
sustained upon examination or if a payment would have to be made to a taxing authority and the
amount can reasonably be estimated.
Net Loss Per Share
Basic earnings (loss) per share is computed by dividing net income, or loss, by the weighted
average number of shares of common stock outstanding for the period.
Diluted earnings per share is computed by dividing net income by the weighted average number of shares of both
common stock and potentially dilutive securities outstanding for the period. The Company does not have any potentially
dilutive securities, accordingly, basic and diluted loss per share are equal in the accompanying
financial statements.
NOTE 3 GOING CONCERN
The accompanying financial statements have been prepared on a basis of accounting assuming that the
Company is a going concern, which contemplates realization of assets and satisfaction of
liabilities in the normal course of business. The Company is considered a development stage
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company
and has no current revenue sources The Companys management
plans to engage in very limited activities
without incurring any liabilities that must be satisfied in cash until a source of funding is
secured. The Company will offer noncash consideration and seek equity lines as a means of
financing its operations. If the Company is unable to obtain revenue producing contracts or
financing or if the revenue or financing it does obtain is insufficient to cover any operating
losses it may incur, it may substantially curtail or terminate its operations or seek other
business opportunities through strategic alliances, acquisitions or other arrangements that may
dilute the interests of existing stockholders.
NOTE 4 STOCKHOLDERS EQUITY
Upon formation, on August 12, 2010 (date of inception), the Board of Directors issued 31,390,000
shares of common stock to the founding shareholder in exchange for incorporation fees of $89,
annual resident agent fees in the State of Delaware for $50, and developing the Companys business
concept and plan valued at $3,000 to a total of $3,139. The capitalization of the Company consists
of the following classes of capital stock as of June 30, 2011 and December 31, 2010:
Common stock, $0.0001 par value: 500,000,000 shares authorized; 31,390,000 shares issued and outstanding | ||
Preferred stock, $0.0001 par value: 20,000,000 shares authorized; none issued and outstanding. |
ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
RECENT DEVELOPMENTS
On
May 18, 2011, William Tay, the previous sole shareholder of the
Company, consummated a private sale of
31,390,000 shares of Company common stock to Success Parking USA LLC for an aggregate purchase
price of $69,990 (Agreement). As a result of such
transaction, Success Parking USA LLC owns a 100% interest in
the issued and outstanding shares of the Companys common stock. Tsahi Merkur is the sole member and
sole manager of Success Parking USA LLC.
The foregoing description of the Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Share Purchase Agreement, which is filed as Exhibit
10.1 to the Companys Current Report on Form 8-K dated May 18, 2011 and is incorporated herein by
reference.
On May 18, 2011, William Tay resigned as the Companys President, Secretary, Treasurer and Director
and Tsahi Merkur was appointed as the sole Director and as the President and Secretary of the
Company.
PLAN OF OPERATION
The Company will attempt to locate and negotiate with a business entity for the combination of that
target company with the Company. The combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange (the business combination). In most
instances the target company will wish to structure the business combination to be within
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the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal
Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful
in locating or negotiating with any target business.
The Company has not restricted its search for any specific kind of businesses, and it may acquire a
business which is in its preliminary or development stage, which is already in operation, or in
essentially any stage of its business life. It is impossible to predict the status of any business
in which the Company may become engaged, in that such business may need to seek additional capital,
may desire to have its shares publicly traded, or may seek other perceived advantages which the
Company may offer.
In implementing a structure for a particular business acquisition, the Company may become a party
to a merger, consolidation, reorganization, joint venture, or licensing agreement with another
corporation or entity.
It is anticipated that any securities issued in any such business combination would be issued in
reliance upon exemption from registration under applicable federal and state securities laws. In
some circumstances, however, as a negotiated element of its transaction, the Company may agree to
register all or a part of such securities immediately after the transaction is consummated or at
specified times hereafter. If such registration occurs, it will be undertaken by the surviving
entity after the Company has entered into an agreement for a business combination or has
consummated a business combination. The issuance of additional securities and their potential sale
into any trading market which may develop in the Companys securities may depress the market value
of the Companys securities in the future if such a market develops, of which there is no
assurance.
The Company will participate in a business combination only after the negotiation and execution of
appropriate agreements. Negotiations with a target company will likely focus on the percentage of
the Company which the target company shareholders would acquire in exchange for their
shareholdings. Although the terms of such agreements cannot be predicted, generally such
agreements will require certain representations and warranties of the parties thereto, will specify
certain events of default, will detail the terms of closing and the conditions which must be
satisfied by the parties prior to and after such closing and will include miscellaneous other
terms. Any merger or acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Companys shareholders at such time.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on the Companys 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
Information not required to be filed by smaller reporting companies.
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ITEM 4 CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of our
disclosure controls and procedures as of June 30, 2011. Based on that evaluation, our Principal
Executive Officer and Principal Financial Officer concluded that our disclosure controls and
procedures as of the end of the period covered by this report were effective such that the
information required to be disclosed by us in reports filed under the Securities Exchange Act of
1934 is (i) recorded, processed, summarized and reported within the time periods specified in the
SECs rules and forms and (ii) accumulated and communicated to the Principal Executive Officer and
Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure.
Changes in Internal Controls
There have been no significant changes to the Companys internal controls over financial reporting
that occurred during our last fiscal quarter ended June 30, 2011, that materially affected, or were
reasonably likely to materially affect, our internal controls over financial reporting.
PART II-OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
There are
no legal proceedings against the Company and the Company is unaware
of any such proceedings
contemplated against it.
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 REMOVED AND RESERVED
None
ITEM 5 OTHER INFORMATION
None
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ITEM 6 EXHIBITS
(a) Exhibits required by Item 601 of Regulation S-K.
Exhibit | Description | |
10.1
|
Share Purchase Agreement between William Tay and Success Parking USA dated April 26, 2011 (1) | |
31.1
|
Certification of the Companys Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrants report on Form 10-Q for the quarter ended June 30, 2011. (2) | |
32.1
|
Certification of the Companys Principal Executive 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. (2) |
(1) | Incorporated herein by reference from the Companys Current Report of Form 8-K dated May 18, 2011 | |
(2) | Filed herewith |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, there unto duly authorized.
CEPHEUS ACQUISITION CORP. (Registrant) |
||||
By: | /s/ Tsahi Merkur | |||
Tsahi Merkur, President, Secretary and | ||||
Principal Financial Officer Dated: August 15, 2011 |
||||