Attached files
file | filename |
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EX-31.2 - DRS Inc. | ex31-2.htm |
EX-32.1 - DRS Inc. | ex32-1.htm |
EX-31.1 - DRS Inc. | ex31-1.htm |
EX-32.2 - DRS Inc. | ex32-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ending: September 30, 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:
DRS Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada
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20-5914452
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification
No.)
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4004 NE 4th St., Suite 107-315, Renton, WA
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98056
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(Address of principal executive offices)
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(Zip Code)
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(206) 920-9104
|
|
(Registrant’s Telephone Number, Including Area Code)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. [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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] 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]
We had 18,882,268 shares outstanding of common stock as of November 14, 2011.
Table of Contents
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||
PART I – FINANCIAL INFORMATION
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||
Item 1
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Financial Statements
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3
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Item 2
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Management’s Discussion and Analysis and Plan of Operation
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14
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Item 3
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Quantitative and Qualitative Disclosures about Market Risk
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15
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Item 4
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Controls and Procedures
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15
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PART II – OTHER INFORMATION
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||
Item 1
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Legal Procedures
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17
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Item 2
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Unregistered Sales of Equity Securities and Use of Proceeds
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18
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Item 3
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Defaults upon Senior Securities
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18
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Item 4
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Submission of Matters to a Vote of Security Holders
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18
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Item 5
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Other Information
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18
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Item 6
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Exhibits
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PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets
As of September 30, 2011 and June 30, 2011
ASSETS
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30-Sep-11
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30-Jun-11
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||||||
Current assets:
|
||||||||
Cash & short term investments
|
$ | 0 | $ | 10,952 | ||||
Total current assets
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$ | 0 | $ | 10,952 | ||||
Other assets:
|
||||||||
Fixed assets- net
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80,304 | 90,536 | ||||||
Total assets | $ | 80,304 | $ | 101,488 | ||||
LIABILITIES & SHAREHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable & accrued expenses
|
$ | 602,154 | $ | 591,249 | ||||
Notes payable
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300,000 | 300,000 | ||||||
Debentures & advances payable
|
60,235 | 39,535 | ||||||
Advances payable to shareholder
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569,602 | 565,852 | ||||||
Capital lease payable
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26,682 | 26,074 | ||||||
Total current liabilities
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$ | 1,558,673 | $ | 1,522,710 | ||||
Convertible debenture payable- net
|
55,564 | 55,564 | ||||||
Capital lease payable
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78,538 | 85,441 | ||||||
Shareholders' equity:
|
||||||||
Common stock- $.001 par value, authorized 25,000,000 shares,
|
||||||||
issued and outstanding, 18,882,268 shares at 9/30/11 and
|
||||||||
18,882,268 at 6/30/11
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$ | 18,882 | $ | 18,882 | ||||
Additional paid in capital
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11,795,800 | 11,795,800 | ||||||
Retained deficit
|
(13,427,153 | ) | (13,376,909 | ) | ||||
Total shareholders' deficit | (1,612,471 | ) | (1,562,227 | ) | ||||
Total Liabilities & Shareholders' Deficit | $ | 80,304 | $ | 101,488 | ||||
Please see the notes to the financial statements.
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-3-
Statements of Operations
For the Quarters Ended September 30, 2011 and September 30, 2010
30-Sep-11
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30-Sep-10
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|||||||
General & administrative expenses:
|
||||||||
General administration
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$ | 47,540 | $ | 647,284 | ||||
Total general & administrative expenses
|
47,540 | 647,284 | ||||||
Net loss from operations
|
$ | (47,540 | ) | $ | (647,284 | ) | ||
Other revenue (expense):
|
||||||||
Interest expense
|
(2,704 | ) | (23,914 | ) | ||||
Net loss before provision for income taxes
|
$ | (50,244 | ) | $ | (671,198 | ) | ||
Provision for income taxes
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0 | 0 | ||||||
Loss from continuing operations
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(50,244 | ) | (671,198 | ) | ||||
Loss from discontinued operations
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0 | (252,783 | ) | |||||
Net loss
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$ | (50,244 | ) | $ | (923,981 | ) | ||
Loss per common share (basic & fully diluted):
|
||||||||
Loss from continuing operations
|
$ | (0.00 | ) | $ | (0.05 | ) | ||
Loss from discontinued operations
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0.00 | 0.00 | ||||||
Net loss per share
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$ | (0.00 | ) | $ | (0.05 | ) | ||
Please see the notes to the financial statements.
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-4-
Statements of Cash Flows
For the Quarters Ended September 30, 2011 and September 30, 2010
30-Sep-11
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30-Sep-10
|
|||||||
Operating activities:
|
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Net loss
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$ | (50,244 | ) | $ | (923,981 | ) | ||
Adjustments to reconcile net loss items
|
||||||||
not requiring cash:
|
||||||||
Depreciation expense | 10,232 | 27,700 | ||||||
Bad debt expense | 0 | 0 | ||||||
Impairment expense | 0 | 10,473 | ||||||
Interest expense | 0 | 8,516 | ||||||
Consulting expense | 0 | 571,042 | ||||||
Marketing & salary expense | 0 | 0 | ||||||
Loss on asset disposals | 0 | 40,701 | ||||||
Changes in other operating assets & liabilities:
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||||||||
Accounts receivable | 0 | 99,677 | ||||||
Accounts receivable- related parties | 0 | 6,329 | ||||||
Stock subscription receivable | 0 | 4,950 | ||||||
Accounts payable & accrued expenses | 10,905 | 59,410 | ||||||
Net cash used by operations
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$ | (29,107 | ) | $ | (95,183 | ) | ||
Investing activities:
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||||||||
Security deposits | $ | 0 | $ | 0 | ||||
Net cash used by investing activities
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0 | 0 | ||||||
Financing activities:
|
||||||||
Advances from shareholder | $ | 3,750 | $ | 31,786 | ||||
Proceeds from advances & debentures payable | 20,700 | 55,564 | ||||||
Payment of capital lease | (6,295 | ) | (16,667 | ) | ||||
Net cash provided by financing activities
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18,155 | 70,683 | ||||||
Net increase (decrease) in cash during the period
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$ | (10,952 | ) | $ | (24,500 | ) | ||
Cash balance at July 1st
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10,952 | 24,500 | ||||||
Cash balance at September 30th
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$ | 0 | $ | 0 | ||||
Supplemental disclosures of cash flow information:
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||||||||
Interest paid during the period
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$ | 0 | $ | 15,398 | ||||
Income taxes paid during the period
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$ | 0 | $ | 0 | ||||
Please see the notes to the financial statements.
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-5-
Statement of Changes in Shareholder’s Deficit
For the Three Months Ended September 30, 2011 and September 30, 2010
Common
|
Par
|
Additional Paid
|
Retained
|
Shareholders'
|
||||||||||||||||
Shares
|
Value
|
in Capital
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Deficit
|
Deficit
|
||||||||||||||||
Balance at June 30, 2011
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18,882,268 | $ | 18,882 | $ | 11,795,800 | $ | (13,376,909 | ) | $ | (1,562,227 | ) | |||||||||
Net loss
|
(50,244 | ) | (50,244 | ) | ||||||||||||||||
Balance at September 30, 2011
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18,882,268 | $ | 18,882 | $ | 11,795,800 | $ | (13,427,153 | ) | $ | (1,612,471 | ) | |||||||||
Common
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Par
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Additional Paid
|
Retained
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Shareholders'
|
||||||||||||||||
Shares
|
Value
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in Capital
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Deficit
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Deficit
|
||||||||||||||||
Balance at June 30, 2010
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17,785,718 | $ | 17,785 | $ | 11,747,036 | $ | (12,413,856 | ) | $ | (649,035 | ) | |||||||||
Issuance of options
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571,042 | 571,042 | ||||||||||||||||||
Net loss
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(923,981 | ) | (923,981 | ) | ||||||||||||||||
Balance at September 30, 2010
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17,785,718 | $ | 17,785 | $ | 12,356,973 | $ | (13,337,837 | ) | $ | (963,079 | ) | |||||||||
-6-
DRS Inc.
Notes to the Financial Statements
For the Quarters Ended September 30, 2011 and September 30, 2010
1.
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Organization of the Company and Significant Accounting Principles
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DRS Inc. (the “Company”) is a privately held corporation formed in November 2006 in the state of Nevada. The Company installs drywall for new construction and removes drywall and other rubbish from construction sites for disposal and recycling. The Company operates mainly in the state of Washington.
In September 2010, the Company discontinued its drywall installation and scrapping recycling business and has ceased business operations.
Use of Estimates- The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make reasonable estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses at the date of the financial statements and for the years they include. Actual results may differ from these estimates.
Cash- For the purpose of calculating changes in cash flows, cash includes all cash balances and highly liquid short-term investments with original maturity dates of three months or less.
Fixed Assets- Fixed assets are stated at cost. Depreciation expense is computed using the straight-line method over the estimated useful life of the asset. The following is a summary of the estimated useful lives used in computing depreciation expense:
Office equipment
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3 years
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Vehicles
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5 years
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Equipment
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3 Years
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Furniture & fixtures
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5 Years
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Expenditures for major repairs and renewals that extend the useful life of the asset are capitalized. Minor repair expenditures are charged to expense as incurred.
Long Lived Assets- The Company reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount.
-7-
Income taxes- The Company accounts for income taxes in accordance with generally accepted accounting principles which require an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between financial statement and income tax bases of assets and liabilities that will result in taxable income or deductible expenses in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets and liabilities to the amount expected to be
realized. Income tax expense is the tax payable or refundable for the period adjusted for the change during the period in deferred tax assets and liabilities.
The Company follows the accounting requirements associated with uncertainty in income taxes using the provisions of Financial Accounting Standards Board (FASB) ASC 740, Income Taxes. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the positions will be sustained upon examination by the tax authorities. It also provides guidance for de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of June 30, 2011, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the
financial statements. All tax returns from fiscal years 2007 to 2010 are subject to IRS audit.
Revenue Recognition- The Company realizes revenues from drywall installation and removal jobs when the existence of an unconditional binding arrangement with a client is present, the work has been performed, the Company fees are determined and fixed, and the assurance of the revenue collection is reasonably secured. Costs incurred to remove the drywall and dispose waste are charged to cost of revenues. Such costs include the cost of labor and supplies needed to remove waste from construction sites, the depreciation cost on the vehicles need to remove the waste, and fuel costs.
Bad Debt Expense- The Company provides, through charges to income, a charge for bad debt expense, which is based upon management's evaluation of numerous factors. These factors include economic conditions prevailing, a predictive analysis of the outcome of the current portfolio by client, and prior credit loss experience of each client. The Company uses the information from this analysis to develop an estimate of bad debt reserve based upon the amount of accounts receivable by client at the balance sheet date.
2. Discontinued Operations
In September 2010, the management elected to discontinue its drywall installation and scrapping business. The result of operations for the Company’s drywall installation and drywall scrapping business are included in discontinued operations for quarters ended September 30, 2011 and September 30, 2010.
30-Sep-11
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20-Sep-10
|
|||||||
Revenues
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$ | 0 | $ | 323,600 | ||||
Cost of revenues
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0 | (535,682 | ) | |||||
Gross margin
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0 | (212,082 | ) | |||||
Interest expense
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0 | (40,701 | ) | |||||
Loss from discontinued operations
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$ | 0 | $ | (252,783 | ) |
-8-
3. Fixed Assets- Net
The following table is a summary of fixed assets at September 30, 2011 and June 30, 2011:
30-Sep-11
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30-Jun-11
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|||||||
Vehicles
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$ | 178,000 | $ | 178,000 | ||||
Accumulated depreciation
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(97,696 | ) | (87,464 | ) | ||||
Fixed assets- net
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$ | 80,304 | $ | 90,536 |
Assets leased under capital lease agreements are $178,000 at September 30, 2011 and June 30, 2011. Depreciation expense on these leased assets for the quarters ended September 30, 2011 and September 30, 2010 is $10,232 and $10,967, respectively.
4. Debt
In October 2008, the Company issued a note payable to a creditor and received proceeds of $200,000. The loan is secured by the assets of the Company and is due on demand at an interest rate of 10%.
In January 2009, the Company issued a note payable to a creditor and received proceeds of $100,000. The loan is secured by the receivables of the Company and is due on demand at an interest rate of 12%.
In September 2010, the Company issued a convertible debenture and received proceeds of $55,564. The debenture allows the holder to convert the face value of the debenture to shares of common stock at $0.40 per share. The debenture carries an interest rate of 7% and matures in September 2013.
In July, 2011, the Company received loan proceeds of $20,000 from Asher Enterprise LLC for general corporate use. The loan is unsecured and matures on March 21, 2012, bears interest of 8% and is convertible into common shares of the Company at a conversion price equal to 61% of the market price of the shares at the date of conversion, commencing 180 days from the date of closing.
-9-
In August, 2011, the Company received loan proceeds of $27,500 from Asher Enterprise LLC for general corporate use. The loan is unsecured and matures on May 10, 2012, bears interest of 8% and is convertible into common shares of the Company at a conversion price equal to 61% of the market price of the shares at the date of conversion, commencing 180 days from the date of closing.
5. Provision for Income Taxes
Provision for income taxes is comprised of the following:
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||||||||
30-Sep-11
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30-Sep-10
|
|||||||
Pretax loss
|
$ | (47,744 | ) | $ | (923,981 | ) | ||
Current tax expense:
|
||||||||
Federal
|
$ | 0 | $ | 0 | ||||
State
|
0 | 0 | ||||||
Total
|
$ | 0 | $ | 0 | ||||
Less deferred tax benefit:
|
||||||||
Tax loss carry-forward
|
(998,231 | ) | (658,582 | ) | ||||
Allowance for recoverability
|
998,231 | 658,582 | ||||||
Provision for income taxes
|
$ | 0 | $ | 0 | ||||
A reconciliation of provision for income taxes at the statutory rate to provision
|
||||||||
for income taxes at the company's effective tax rate is as follows:
|
||||||||
Statutory U.S. federal rate
|
34 | % | 34 | % | ||||
Less allowance for tax loss carryforward
|
-34 | % | -34 | % | ||||
Effective rate
|
0 | % | 0 | % | ||||
Deferred income taxes are comprised of the following:
|
||||||||
Tax loss carry-forward
|
$ | 998,231 | $ | 658,582 | ||||
Allowance for recoverability
|
(998,231 | ) | (658,582 | ) | ||||
Deferred tax asset
|
$ | 0 | $ | 0 | ||||
Note: The deferred tax asset arising from the tax loss carry-forward expires in fiscal years 2026 to 2031
|
||||||||
and may not be recoverable upon the purchase of the Company under current IRS statutes.
|
-10-
6. Commitments and Contingencies
The Company has entered into a capital lease agreement for the vehicle equipment. Future minimum lease payments required under these leases is as follows:
2012
|
$ | 35,304 | ||
2013
|
35,304 | |||
2014
|
35,304 | |||
2015
|
17,652 | |||
Total minimum lease payments
|
$ | 123,564 | ||
Less amount representing interest
|
(18,344 | ) | ||
Present value of minimum lease payments
|
$ | 105,220 |
In addition, the Company leases space for its operations located in the State of Washington. Minimum payments due under these leases are as follows.
7. Litigation
The following is a summary of litigation to which the company is a party.
McEvoy Oil Company sued for non-payment of invoices totalling $17,710. On December 16, 2010, a judgment was granted to the plaintiff, awarding interest and costs. In addition, plaintiff is entitled to 18% interest on the judgment amount until it is paid in full. As of June 30, 2011, the total amount accrued was $25,425 for this judgement.
Poly-America L.P. filed a lawsuit for non-payment of invoices totalling $7,541. On October 22, 2009, plaintiff was granted a judgment, awarding it interest and costs. In addition, plaintiff is entitled to receive 5% interest on the judgment amount until it is paid in full. As of June 30, 2011, the total amount accrued was $10,045 for this judgement.
-11-
Scan Coin North, Inc. filed a lawsuit for non-payment of invoices totalling $5,763. On December 7, 2010, plaintiff was granted a judgment, awarding it interest and costs. In addition, plaintiff is entitled to receive 5% interest on the judgment amount until it is paid in full. As of June 30, 2011, the total amount accrued was $10,021 for this judgement.
Industrial Hydraulic Services filed a lawsuit for non-payment of invoices totalling $3,048, which has not been concluded. As of June 30, 2011, the total amount accrued was $5,069 for this judgement.
National Service bureau filed a lawsuit for non-payment of invoices totaling $4,488, which has not been concluded. As of June 30, 2011, the total amount accrued for this judgment was $6,063.
Nelson Distributing, Inc. filed a lawsuit for non-payment of invoices totaling $37,320. On December 15, 2010, plaintiff was granted a judgment, awarding it interest and costs. In addition, plaintiff is entitled to receive 18% interest on the judgment amount until it is paid in full. As of June 30, 2011, the total amount accrued for this judgment was $48,500.
During the quarter ended March 31, 2011, Teletrac Inc. filed a suit against the company claiming an unpaid invoice balance of $30,960.30 plus 12% interest since March 28, 2010, attorney’s fees and court costs. This lawsuit has not been concluded. As of June 30, 2011, the total amount accrued for this suit was $35,944.
8. Options Outstanding
A list of options outstanding at September 30, 2011 is as follows:
Average
|
Average
|
|||||
Exercise
|
Years to
|
|||||
Price
|
Maturity
|
|||||
Options outstanding at June 30, 2010
|
3,249,664
|
$0.30
|
1.44
|
|||
Issued
|
0
|
|||||
Expired
|
(1,216,332)
|
|||||
Exercised
|
0
|
|||||
Options outstanding at June 30, 2011
|
2,033,332
|
$0.34
|
5.62
|
|||
Issued
|
0
|
|||||
Expired
|
0
|
|||||
Exercised
|
0
|
|||||
Options outstanding at September 30, 2011
|
2,033,332
|
$0.34
|
1.26
|
-12-
9. Net Loss per Share
Basic net loss per share has been computed based on the weighted average of common shares outstanding during the years. Diluted net loss per share gives the effect of outstanding common stock equivalents of the options outstanding at year end. The effects on net loss per share of the common stock equivalents, however, are not included in the calculation of net loss per share since their inclusion would be anti-dilutive.
Net loss per share has been computed as follows:
30-Sep-11
|
30-Sep-10
|
|||||||
Loss from continuing operations
|
$ | (47,744 | ) | $ | (671,198 | ) | ||
Loss from discontinued operations
|
0 | (252,783 | ) | |||||
Net loss
|
$ | (47,744 | ) | $ | (923,981 | ) | ||
Weighted average shares outstanding
|
18,882,268 | 17,785,718 | ||||||
Loss per common share (basic & fully diluted):
|
||||||||
Loss from continuing operations
|
$ | (0.00 | ) | $ | (0.05 | ) | ||
Loss from discontinued operations
|
0.00 | 0.00 | ||||||
Net loss per share
|
$ | (0.00 | ) | $ | (0.05 | ) |
-13-
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
You should read the following discussion and analysis in conjunction with the Consolidated Financial Statements and Notes thereto, and the other financial data appearing elsewhere in this Report.
The information set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) expected changes in the Company’s revenues and profitability, (ii) prospective business opportunities and (iii) the Company’s strategy for financing its business. Forward-looking statements are statements other than historical information or statements of current condition. Some
forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to the plans, objectives and expectations of the Company for future operations. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of its knowledge of its business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this report should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved. In light of these risks and uncertainties, there can be no assurance that actual results, performance or achievements of the Company
will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. The foregoing review of important factors should not be construed as exhaustive. The Company undertakes no obligation to release publicly the results of any future revisions it may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Overview
The Company was incorporated in November 2006 and has operated as a drywall installer, scrapper and recycler at various times during its history. Until May, 2009, DRS had owned a facility that recycles scrap drywall into gypsum powder and paper for sale to farmers in Washington State. At that time, the recycling operation was taken over by a former employee and DRS entered into an operating agreement with a separate entity.
In September, 2010, we decided to refocus our attention on the drywall scrap recycling operations, while withdrawing for the time-being from both the drywall installation business and the drywall scrapping business. To this end, we have intended to raise capital to repurchase the drywall scrap recycling processing operation that we previously owned, as well as to expand the recycling operation to other regions of the country by opening new facilities, based on what we learned when we were previously involved in the drywall scrap recycling business. We believe we need an initial capital infusion of up to $1 million in order to
re-enter the scrap drywall recycling business, and position the company for growth. To date, we have been unsuccessful in our efforts to raise sufficient capital to re-enter the drywall recycling business as planned.
-14-
Results of Operations
For the Nine Months ending September 30, 2011 and September 30, 2010
Sales revenue from continuing operations in the three months ended September 30, 2011 and September 30, 2010 was nil, as a result of our decision in September 2010 to cease operations as a drywall installer and scrapper, and refocus our efforts on drywall recycling. To date, we have not been successful in raising sufficient capital to re-enter the drywall recycling business. Total expenses incurred in continuing operations during the three months ending September 30, 2011 were $47,540, compared to $647,284 during the quarter ended September 30, 2010. The expenses were mainly to professional fees paid in conjunction our attempts to raise capital and otherwise move the company forward. Expenses will continue to be
kept at a bare minimum in order to keep cash requirements as low as possible.
Liquidity & Capital Resources
Cash on hand at September 30, 2011 was nil compared to $10,952 at June 30, 2011. During the quarter, we used $29,107 in operations, partially offset by net financing activity of $18,155, as well as using up the cash on hand at June 30, 2011.
Based upon current plans, we expect to incur operating losses in future periods. We cannot guarantee that we will be successful in generating sufficient revenues to support operations in the future. Failure to generate sufficient revenues will cause us to go out of business. We have been unsuccessful to date in re-entering the drywall recycling business as planned due to our inability to raise sufficient capital to do so. We anticipate that an initial capital infusion of up to $1 million is needed to re-enter the drywall recycling business and position the Company for future growth.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not hold and assets or liabilities requiring disclosure under this item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures.
Our management, with the participation of our President, who is our chief executive officer, and our Secretary/Treasurer, who is our chief financial officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), in connection with the preparation of this Quarterly Report on Form 10-Q, as of September 30, 2011. Based on the review described above, our President and Secretary/Treasurer determined that our disclosure controls and procedures were effective as of the end of the period covered by this report, and that no changes to controls and procedures
were made or were needed to be during the last quarter that materially affected, or was reasonably likely to materially affect, internal control over financial reporting.
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Internal Control Over Financial Reporting.
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. In addition, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management
override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Our management assessed our internal control over financial reporting as of September 30, 2011 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such assessment, our management concluded that our internal control over financial reporting was effective as of September30, 2011 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
There were no changes in our internal control over financial reporting that occurred during the third fiscal quarter ended September 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The following is a summary of litigation to which the company has been a party.
McEvoy Oil Company sued for non-payment of invoices totalling $17,709.51. On December 16, 2010, a judgment was granted to the plaintiff, awarding interest and costs totalling $5,445.06. In addition, plaintiff is entitled to 18% interest on the judgment amount until it is paid in full. As of June 30, 2011, the total amount accrued was 23,325.85.
Poly-America L.P. filed a lawsuit for non-payment of invoices totaling $7,540.60. On October 22, 2009, plaintiff was granted a judgment, awarding it interest and costs totaling $1,708.00. In addition, plaintiff is entitled to receive 5% interest on the judgment amount until it is paid in full.
Scan Coin North, Inc. filed a lawsuit for non-payment of invoices totaling $5,762.55. On December 7, 2010, plaintiff was granted a judgment, awarding it interest and costs totaling $3,323.28. In addition, plaintiff is entitled to receive 5% interest on the judgment amount until it is paid in full.
Industrial Hydraulic Services filed a lawsuit for non-payment of invoices totaling $3,047.91, which has not been concluded.
National Service bureau filed a lawsuit for non-payment of invoices totaling $4,488.21, which has not been concluded.
Nelson Distributing, Inc. filed a lawsuit for non-payment of invoices totaling $37,320.07. On December 15, 2010, plaintiff was granted a judgment, awarding it interest and costs totaling $6,827.13. In addition, plaintiff is entitled to receive 18% interest on the judgment amount until it is paid in full.
During the quarter ended March 31, 2011, Teletrac Inc. filed a suit against the company claiming an unpaid invoice balance of $30,960.30 plus 12% interest since March 28, 2010, attorney’s fees and court costs. This lawsuit has not been concluded.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The Exhibit Index attached behind the signature page is incorporated herein by reference. The exhibits required by Item 601 of Regulations S-K are attached.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DRS Inc.
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By:
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Daniel Mendes, President
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November 14, 2011
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(principal executive officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By:
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Daniel Mendes, President and Director
(principal executive officer)
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November 14, 2011
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By:
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Philip Blair Mullin, Chief Financial Officer and Director
(principal financial and accounting officer)
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November 14, 2011
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EXHIBIT INDEX
* The Exhibit attached to this Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
SEC Ref. No. Title of Document
SEC Ref. No.
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Title of Document
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3.1
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Articles of Incorporation – incorporated by reference to Form 10-K/A filed April 21, 2011
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3.2
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By-Laws - incorporated by reference to Form 10-K/A filed April 21, 2011
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3.3
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Certificate of Amendment – incorporated by reference to Form 10-K filed September 28, 2011
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10.1
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Consulting Agreement dated May 18, 2007 by and between Ron Royce and Dan Guimont, Daniel Mendes and DRS Inc. - incorporated by reference to Form 10-K/A filed April 21, 2011
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10.2
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Amendment to Consulting Agreement by and Between Ron Royce and Dan Guimont, Daniel Mendes and DRS Inc. - incorporated by reference to Form 10-K/A filed April 21, 2011
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10.3
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Operating Agreement dated May 15, 2009 between Drywall Recycling Services Inc. and DRS Inc. - incorporated by reference to Form 10-K/A filed April 21, 2011
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14.1
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Code of Conduct - incorporated by reference to Form 10-K/A filed April 21, 2011
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17.1
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Resignation of George Guimont as Director and Secretary/Treasurer - incorporated by reference to Form 10-K/A filed April 21, 2011
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31.1
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Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – filed herein
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31.2
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Certification of the Principal Financial/Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – filed herein
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32.1
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Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - filed herein
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32.2
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Certification of the Principal Financial/Accounting Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - filed herein
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