KOGETO, INC. - FORM 10-Q - November 21, 2011

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - KOGETO, INC.	Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 - KOGETO, INC.	v241213_ex32.htm
EX-31.1 - EXHIBIT 31.1 - KOGETO, INC.	v241213_ex31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended 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: 000-51997

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

NEVADA		65-0637308

(State or Other Jurisdiction of		(I.R.S. Employer Identification Number)
Incorporation or Organization)

2174 HEWLETT AVENUE, SUITE 206

MERRICK, NY 11566

(Address of Principal Executive Offices)

(Zip Code)

(516) 377-6311

(Registrant’s Telephone Number including area code)

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. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ 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.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(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). Yes ¨ No x

The number of shares outstanding of the Registrant’s common stock as of November 18, 2011 was 554,017 shares.

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

FORM 10-Q

September 30, 2011

TABLE OF CONTENTS

PART I— FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9

Item 4.	Controls and Procedures	9

PART II— OTHER INFORMATION

Item 1.	Legal Proceedings	10

Item 1A.	Risk Factors	10

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10

Item 3.	Defaults Upon Senior Securities	10

Item 4.	Submission of Matters to a Vote of Security Holders	10

Item 5.	Other Information	10

Item 6.	Exhibits	10

SIGNATURES		10

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	2011			2010
ASSETS
Current Assets:
Cash	$	3,988		$	417,948
Accounts Receivable		123,052			-
Inventory		64,853			480,598
Total Current Assets		191,893			898,546

Equipment, net		6,718			10,804
Other assets		3,589			1,800

TOTAL ASSETS	$	202,200		$	911,150

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Customer Deposits payable	$	-		$	48,430
Note payable to bank		100,000			100,000
Demand loans payable		-			263,753
Due to stockholders		28,105			272,640
Accrued expenses		17,052			39,123
Payroll taxes withheld and accrued		1,273			874
Total Current Liabilities		146,430			724,820

Stockholders' equity
Preferred stock, 0.0001 par value, 10,000,000 shares authorized, 10,000,000 issued and outstanding		1,000			1,000
Common stock, .001 par value, 300,000,000 shares authorized, 554,017 shares issued and outstanding September 30, 2011 and December 31, 2010		554			554
Capital Stock to be issued (500,000 Shares)		20,000			20,000
Additional Paid in Capital		3,957,424			3,957,424
Deficit		(3,922,032	)		(3,791,472	)
		56,946			187,506

Less: Treasury stock (6,667 common shares)		(1,176	)		(1,176	)

Total Stockholders' Equity		55,770			186,330

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	202,200		$	911,150

See notes to unaudited consolidated financial statements

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three			Three		Nine			Nine
	Months			Months		Months			Months
	Ended			Ended		Ended			Ended
	September 30,			September 30,		September 30,			September 30,
	2011			2010		2011			2010
	(unaudited)			(unaudited)		(unaudited)			(unaudited)

Net sales	$	-			3,441,916		579,440			10,460,520

Cost of sales		252			3,178,289		525,105			9,640,800

Gross profit		(252	)		263,627		54,335			819,720

Operating expenses:
Interest expense		-			38,380		4,378			107,920
Selling, general and administrative		81,094			135,757		158,700			419,487
Total operating expenses		81,094			204,812		183,416			558,082

Profit (Loss) from operations		(81,346	)		58,815		(129,081	)		261,638

Interest Income		-			-		-			-

Income taxes		-			-		1,479			-

Net profit (loss)	$	(81,346	)		58,815		(130,560	)		261,638

Net profit (loss) per share basic and diluted	$	(0.15	)		0.08		(0.24	)		0.38

Weighted average number of shares outstanding		554,017			692,879		554,017			692,879

See notes to unaudited consolidated financial statements

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

	Nine Months			Nine Months
	Ended			Ended
	September 30, 2011			September 30, 2010
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit (loss)	$	(130,560	)	$	261,638
Adjustments to reconcile net profit (loss) to net cash provided by operating activities:
Depreciation and amortization		4,086			4,085
Changes in operating assets and liabilities:
Accounts receivable		(123,052	)		-
Inventory		415,745			(51,117	)
Other assets		(1,789	)		5,973
Customer deposits payable		(48,430	)
Accounts payable		-			4,544
Accrued expenses		(22,071	)		(17,639	)
Payroll taxes		399			(13	)

CASH PROVIDED BY OPERATING ACTIVITIES		94,328			207,471

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of line of credit		-			2,824,284
Repayment of line of credit		-			(2,599,883	)
Proceeds of stockholders loans		5,000			402,107
Repayment of stockholders loan		(249,535	)		(713,270	)
Proceeds of demand loans		45,700			550,000
Repayment of demand loans		(309,453	)		(766,933	)

CASH PROVIDED USED IN FINANCING ACTIVITIES		(508,288	)		(303,695	)

NET INCREASE (DECREASE) IN CASH		(413,960	)		(96,224	)

CASH
Beginning of year		417,948			341,629

End of period	$	3,988		$	245,405

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Income tax payments	$	1,479		$	4,200
Interest payments	$	4,378		$	107,920

See notes to unaudited consolidated financial statements.

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Northeastern Automotive Holdings, Inc. (the “Company”) buys used automobiles at auctions, then repairs, cleans, transports and resells them wholesale throughout the United States.

BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of 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, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements 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 period presented have been reflected herein. The results of operations for the interim period 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 period, as reported in the Form 10-K, have been omitted.

The accompanying interim financial statements of Northeast Automotive Holdings, Inc. are unaudited. However, in the opinion of management, the interim data includes all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the period ended September 30, 2011 are not necessarily indicative of the operating results for the entire year.

Going Concern

The financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has working capital of $45,463 at September 30, 2011 and an accumulated deficit of $3,922,032 since inception.

While the Company is attempting to produce sufficient revenues, the Company's cash position may not be enough to support the Company's daily operations. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate sufficient revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis addresses material changes in the results of operations and financial condition of Northeast Automotive Holdings, Inc. and Subsidiaries (the “Company” or “we”) for the periods presented. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements, the related Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Results of Operations and Financial Condition included in the Company’s Form 10-K for the fiscal year ended December 31, 2010, the unaudited interim Condensed Consolidated Financial Statements and related Notes included in Item 1 of this Report on Form 10-Q (“Form 10-Q”) and the Company’s other SEC filings and public disclosures.

This Form 10-Q may contain “forward-looking statements”. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the Company’s market opportunities, strategies, competition and expected activities and expenditures, and at times may be identified by the use of words such as “may”, “will”, “could”, “should”, “would”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, “continue” and variations of these words or comparable words. Forward-looking statements inherently involve risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the risks described below under “Risk Factors” in Part II, Item 1A. The Company undertakes no obligation to update any forward-looking statements for revisions or changes after the date of this Form 10-Q.

Overview

We are a wholesale automobile sales company which seeks to exploit the inefficiencies and geographic differences in the used vehicle market by purchasing high quality, late model used vehicles from dealers and institutional sellers in Northeastern states and transporting the vehicles for resale in the Pacific Northwest. We are involved only in the wholesale purchase and sale of vehicles acting as a middleman between various dealer and institutional sellers and dealer purchasers. We generally sell our vehicles only through established third-party auctions which act as a marketplace for used vehicles. We thus help align institutional used vehicle sellers and wholesale buyers over a wide geographic area.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that have a significant impact on our results of operations, financial position or cash flows.

For the Nine months Ended September 30, 2011 and September 30, 2010

The following table sets forth certain data derived from the unaudited consolidated statements of operations, expressed as a percentage of net revenues for each of the nine months period ended September 30, 2011 and September 30, 2010.

	Nine months ended September 30,
	2011			2010
Percentage of net revenues:
Net revenues		100	%		100	%
Cost of revenues		90.6	%		92.2	%
Gross profit		9.4	%		7.8	%

Sales, general and administrative expenses		27.4	%		4.0	%
Other operating expenses		4.3	%		1.0	%
Total operating expenses		31.7	%		5.0	%
Profit (loss) from operations		(22.3	)%		2.8	%

Revenues

Revenue for the nine month periods ended September 30, 2011 were $579,440 a decrease of $9,881,080 or 94.5% as compared to revenues for the nine months period ended September 30, 2010 of $10,460,520. The decrease in revenue was a result of a decrease in the number of vehicles we sold in the nine months period in 2011 over 2010. Specifically, in the nine months period ended September 30, 2011 we sold 30 vehicles at an average sales price of $19,315 as compared to 633 vehicles at an average sales price of $16,525 during the comparable period in 2010.

Cost of Sales and Gross Profit Margin

The Company's cost of sales is composed primarily of the cost of purchasing vehicles for resale. Cost of revenues was $525,105 or 90.6% of net revenues during the nine months period ended September 30, 2011 as compared to $9,640,800 or 92.2% for the comparable period in 2010, a decrease of $9,115,695 or 94.6%. Thus, our gross margin was 9.4% for the nine months period ended September 30, 2011 as compared to 7.8% for the comparable period in 2010. The decrease in our cost of revenue as a percent of revenue is attributable to a decrease in the cost of the vehicles sold during the nine months period ended September 30, 2011 as compared to the comparable period in 2010.

Operating Expenses

Our operating expenses are comprised primarily of salaries, consulting fees and sales, general and administrative expenses.

Sale, General and Administrative

Sale, general and administrative (“SGA”) expenses are composed principally of commission, salaries of administrative personnel, fees for professional services and facilities expenses. These expenses were $158,700 for the nine months period ended September 30, 2011 or 27.4% of net revenue as compared to $419,487 or 4.0% of net revenue for the comparable period in 2010, a decrease in such expenses of $260,787 or 62.2% The decrease in the ratio of SGA expenses to net revenue was primarily due to a decrease in operating expenses.

Other Expenses

Our combined expenses for officers salaries and interest was $24,716 for the nine months period ended September 30, 2011 or 4.3% of net revenue compared to the comparable period in 2010 when such expenses were $138,595 or 1.3% of net revenue. The decrease in such expenses is attributable to decreased officers’ salaries in 2011 as well as a decrease in interest expense. The following table shows the changes in the components of these expenses during the comparable periods.

	Nine months Period Ended September 30, 2011		Nine months Period Ended September 30, 2010		Change			Percent Change
Officers Salaries	$	20,338	$	30,675	$	(10,337	)		(33.7)	%

Interest Expense	$	4,378	$	107,920	$	(103,542	)		(95.9)	%

Operating Gain (Loss)

Operating gain or loss is calculated as our revenues less all of our operating expenses. Our operating (loss) for the nine months period ended September 30, 2011 was ($130,560) or (22.5%) of net revenue as compared to an operating gain of $261,638 or 2.5% of net revenue for comparable period in 2010, an decrease of $392,198. This decrease in operating gain was primarily as a result of a decrease in gross profits as well as a decrease of operating expense.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of September 30, 2011, we had cash and cash equivalents of $3,988 invested in standard bank checking accounts and highly liquid money market instruments. Such investments are subject to interest rate and credit risk. Such risks and a change in market interest rates would not be expected to have a material impact on our financial condition and/or results of operations. As of September 30, 2011, we had no outstanding balance on our revolving credit facility with Manheim Auto Financial Services, Inc. Borrowings under such revolving credit facility would bear interest at a variable rate equal to prime plus 2.0%. In addition, as of September 30, 2011, we had an outstanding balance of $100,000 on a bank revolving credit facility which bears interest at a variable rate equal to prime plus 1.0%.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), within 90 days of the filing date of this report. In designing and evaluating the Company’s disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applied its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that as of September 30, 2011, the Company’s disclosure controls and procedures were (1) designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s chief executive officer and chief financial officer by others within those entities, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Limitations on the Effectiveness of Internal Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material errors. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, 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. Because of the inherent limitations on all internal control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company 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. The design of any system of internal control is also based in part upon 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. Over time, controls may become inadequate because of changes in circumstances, and/or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost effective internal control system, financial reporting misstatements due to error or fraud may occur and not be detected on a timely basis.

There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in the above paragraph.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Not required for smaller reporting companies

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

31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer

32.1	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NORTHEAST AUTOMOTIVE HOLDINGS, INC.

Date: November 18, 2011	By:	/s/ William Solko
		William Solko, Chief Executive
		Officer and Chief Financial Officer

KOGETO, INC. - FORM 10-Q - November 21, 2011

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KOGETO, INC. Reports