Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - RVPlus Inc. | Financial_Report.xls |
| EX-32.1 - SECTION 906 CERTIFICATION - RVPlus Inc. | f10q1011ex32i_rvplus.htm |
| EX-31.1 - SECTION 302 CERTIFICATION - RVPlus Inc. | f10q1011ex31i_rvplus.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 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: 333-168768
RVPLUS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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27-1986126
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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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4278 S. Chegwidden Lane
Taylorsville, Utah
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84123
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (801) 674-3757
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 per share
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 þ No o
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 (Do not check if a smaller reporting company) | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes þ No o
As of December 14, 2011, there were 9,380,000 shares of common stock, par value $0.0001 per share, issued and outstanding.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
RVPLUS, INC.
QUARTERLY REPORT ON FORM 10-Q
October 31, 2011
TABLE OF CONTENTS
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Pages
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Part I
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FINANCIAL INFORMATION
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Item 1.
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Financial Statements.
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F-1
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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1
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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4
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Item 4.
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Controls and Procedures.
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4 |
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Part II
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OTHER INFORMATION
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Item 1.
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Legal Proceedings.
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5
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Item 1A.
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Risk Factors.
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5
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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5
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Item 3.
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Defaults Upon Senior Securities.
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5
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Item 4.
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(Removed and Reserved).
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5
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Item 5.
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Other Information.
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6
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Item 6.
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Exhibits.
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6
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Signatures
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7
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
RVPLUS INC.
October 31, 2011 and 2010
Index to Financial Statements
| Contents | Page(s) |
| Balance Sheets at October 31, 2011 (Unaudited) and April 30, 2011 | F-2 |
| Statements of Operations for the Six Months Ended October 31, 2011 and 2010 and for the Period from January 29, 2010 (Inception) through October 31, 2011 (Unaudited) | F-3 |
| Statements of Operations for the Three Months Ended October 31, 2011 and 2010 (Unaudited) | F-4 |
| Statement of Stockholders’ Equity (Deficit) for the Period from January 29, 2010 (Inception) through October 31, 2011 (Unaudited) | F-5 |
| Statements of Cash Flows for the Six Months Ended October 31, 2011 and 2010 and for the Period from January 29, 2010 (Inception) through October 31, 2011 (Unaudited) | F-6 |
| Notes to the Financial Statements (Unaudited) | F-7 to F-12 |
F-1
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RVPLUS INC.
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( A Development Stage Company)
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Balance Sheets
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October 31, 2011
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April 30, 2011
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(Unaudited)
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ASSETS
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CURRENT ASSETS:
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Cash
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$ | 6,658 | $ | 12,757 | ||||
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Total Current Assets
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6,658 | 12,757 | ||||||
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Total Assets
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$ | 6,658 | $ | 12,757 | ||||
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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CURRENT LIABILITIES:
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Accrued expenses
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$ | 29,496 | $ | 28,049 | ||||
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Total Current Liabilities
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29,496 | 28,049 | ||||||
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STOCKHOLDERS' DEFICIT:
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Preferred stock: $0.0001 par value; 100,000,000 shares authorized,;
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none issued or outstanding
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- | - | ||||||
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Common stock: $0.0001 par value; 200,000,000 shares authorized;
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9,380,000 shares issued and outstanding
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938 | 938 | ||||||
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Additional paid-in capital
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46,472 | 43,462 | ||||||
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Deficit accumulated during the development stage
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(70,248 | ) | (59,692 | ) | ||||
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Total Stockholders' Deficit
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(22,838 | ) | (15,292 | ) | ||||
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Total Liabilities and Stockholders' Deficit
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$ | 6,658 | $ | 12,757 | ||||
See accompanying notes to the financial statements.
F-2
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RVPLUS INC.
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( A Development Stage Company)
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Statements of Operations
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For the Period from
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For the Six Months
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For the Six Months
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January 29, 2010
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Ended
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Ended
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(inception) through
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October 31, 2011
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October 31, 2010
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October 31, 2011
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(Unaudited)
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(Unaudited)
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(Unaudited)
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OPERATING EXPENSES:
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Professional fees
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$ | 9,325 | $ | 23,298 | $ | 65,767 | ||||||
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Professional fees - related party
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1,171 | 944 | 2,870 | |||||||||
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General and administrative expenses
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60 | 15 | 1,611 | |||||||||
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Total operating expenses
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10,556 | 24,257 | 70,248 | |||||||||
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LOSS BEFORE INCOME TAXES
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(10,556 | ) | (24,257 | ) | (70,248 | ) | ||||||
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INCOME TAX PROVISION
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- | - | - | |||||||||
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NET LOSS
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$ | (10,556 | ) | $ | (24,257 | ) | $ | (70,248 | ) | |||
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NET LOSS PER COMMON SHARE
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- BASIC AND DILUTED:
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
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Weighted average common shares outstanding
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- basic and diluted
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9,380,000 | 9,301,736 | ||||||||||
See accompanying notes to the financial statements.
F-3
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RVPLUS INC.
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( A Development Stage Company)
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Statements of Operations
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For the Three Months
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For the Three Months
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Ended
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Ended
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October 31, 2011
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October 31, 2010
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(Unaudited)
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(Unaudited)
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OPERATING EXPENSES:
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Professional fees
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$ | 4,050 | $ | 17,223 | ||||
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Professional fees - related party
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581 | 260 | ||||||
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General and administrative expenses
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27 | - | ||||||
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Total operating expenses
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4,658 | 17,483 | ||||||
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LOSS BEFORE INCOME TAXES
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(4,658 | ) | (17,483 | ) | ||||
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INCOME TAX PROVISION
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- | - | ||||||
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NET LOSS
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$ | (4,658 | ) | $ | (17,483 | ) | ||
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NET LOSS PER COMMON SHARE
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- BASIC AND DILUTED:
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$ | (0.00 | ) | $ | (0.00 | ) | ||
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Weighted average common shares outstanding
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- basic and diluted
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9,380,000 | 9,380,000 | ||||||
See accompanying notes to the financial statements.
F-4
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RVPLUS INC.
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( A Development Stage Company)
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Statement of Stockholders' Equity (Deficit)
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For the Period from January 29, 2010 (Inception) through October 31, 2011
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(Unaudited)
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Deficit
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Common Stock, $0.0001 Par Value
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Additional
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Accumulated
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Total
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Number of
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Paid-in
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during the
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Stockholders'
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Shares
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Amount
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Capital
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Development Stage
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Equity (Deficit)
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Balance, January 29, 2010 (Inception)
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- | $ | - | $ | - | $ | - | $ | - | |||||||||||
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Issuance of common shares for incorporation
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expenses at $0.0001 per share upon formation
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5,000,000 | 500 | 500 | |||||||||||||||||
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Issuance of common shares for cash at $0.01 per
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share on April 20, 2010
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4,200,000 | 420 | 41,580 | 42,000 | ||||||||||||||||
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Capital contribution
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100 | 100 | ||||||||||||||||||
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Net loss
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(1,816 | ) | (1,816 | ) | ||||||||||||||||
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Balance, April 30, 2010
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9,200,000 | 920 | 41,680 | (1,816 | ) | 40,784 | ||||||||||||||
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Issuance of common shares for cash at $0.01 per
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share on July 19, 2010
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180,000 | 18 | 1,782 | 1,800 | ||||||||||||||||
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Net loss
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(57,876 | ) | (57,876 | ) | ||||||||||||||||
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Balance, April 30, 2011
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9,380,000 | 938 | 43,462 | (59,692 | ) | (15,292 | ) | |||||||||||||
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Capital contribution
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3,010 | 3,010 | ||||||||||||||||||
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Net loss
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(10,556 | ) | (10,556 | ) | ||||||||||||||||
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Balance, October 31, 2011
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9,380,000 | $ | 938 | $ | 46,472 | $ | (70,248 | ) | $ | (22,838 | ) | |||||||||
See accompanying notes to the financial statements.
F-5
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RVPLUS INC.
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( A Development Stage Company)
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Statements of Cash Flows
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For the Period from
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For the Six Months
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For the Six Months
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January 29, 2010
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Ended
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Ended
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(inception) through
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October 31, 2011
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October 31, 2010
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October 31, 2011
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(Unaudited)
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(Unaudited)
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(Unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (10,556 | ) | $ | (24,257 | ) | $ | (70,248 | ) | |||
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Adjustments to reconcile net loss to net cash used in operating activities
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Common shares issued for incorporating expenses
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- | - | 500 | |||||||||
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Changes in operating assets and liabilities:
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Accrued expenses
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1,447 | 17,410 | 29,496 | |||||||||
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NET CASH USED IN OPERATING ACTIVITIES
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(9,109 | ) | (6,847 | ) | (40,252 | ) | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from sale of common stock
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- | 1,800 | 43,800 | |||||||||
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Capital contribution
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3,010 | - | 3,110 | |||||||||
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NET CASH PROVIDED BY FINANCING ACTIVITIES
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3,010 | 1,800 | 46,910 | |||||||||
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NET CHANGE IN CASH
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(6,099 | ) | (5,047 | ) | 6,658 | |||||||
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Cash at beginning of period
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12,757 | 42,034 | - | |||||||||
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Cash at end of period
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$ | 6,658 | $ | 36,987 | $ | 6,658 | ||||||
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SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
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Interest paid
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$ | - | $ | - | $ | - | ||||||
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Income taxes paid
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$ | - | $ | - | $ | - | ||||||
See accompanying notes to the financial statements.
F-6
RVPLUS INC.
(A Development Stage Company)
October 31, 2011 and 2010
Notes to the Financial Statements
(Unaudited)
Note 1 - organization
RVPLUS INC., a development stage company, (the “Company”), was incorporated on January 29, 2010 under the laws of the State of Delaware. Initial operations have included organization and incorporation, target market identification, marketing plans, and capital formation. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace. The Company plans to develop, manufacture and market products related to the recreational vehicle industry.
Note 2 – summary of significant accounting policies
Basis of presentation – unaudited interim financial information
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended April 30, 2011 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on July 29, 2011.
Development stage company
The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.
Use of estimates and assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period.
The Company’s significant estimates and assumptions include the fair value of financial instruments; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company is a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from these estimates.
Fair value of financial instruments
F-7
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
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Level 1
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Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
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Level 2
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Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
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Level 3
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Pricing inputs that are generally observable inputs and not corroborated by market data.
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Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
It is not however practical to determine the fair value of advances from stockholders due to their related party nature.
Fiscal year end
The Company elected April 30 as its fiscal year end upon its formation.
Cash equivalents
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
F-8
Commitment and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Revenue recognition
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Income taxes
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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 statements of operations in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.
F-9
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
Uncertain tax positions
The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits for the interim period ended October 31, 2011 or 2010 pursuant to the provisions of Section 740-10-25.
Net income (loss) per common share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.
There were no potentially dilutive shares outstanding for the interim period ended October 31, 2011 or 2010.
Cash flows reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
Subsequent events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
Recently issued accounting pronouncements
In May 2011, the FASB issued the FASB Accounting Standards Update No. 2011-04 “Fair Value Measurement” (“ASU 2011-04”). This amendment and guidance are the result of the work by the FASB and the IASB to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (IFRSs).
This update does not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820, Fair Value Measurement, including the following revisions:
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·
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An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity’s net risk exposure may apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity’s net, rather than gross, exposure to those risks.
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F-10
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·
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In the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account.
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·
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Additional disclosures about fair value measurements.
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The amendments in this Update are to be applied prospectively and are effective for public entity during interim and annual periods beginning after December 15, 2011.
In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 “Comprehensive Income” (“ASU 2011-05”), which was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.
The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
Note 3 – going concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage, a net loss and net cash used in operating activities for the interim period then ended, with no revenues earned since inception.
While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate 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 revenues.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 4 - stockholders’ equity (deficit)
Shares authorized
Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Three Hundred Million (300,000,000) shares of which One Hundred Million (100,000,000) shares shall be Preferred Stock, par value $0.0001 per share and Two Hundred Million (200,000,000) shares Common Stock, par value $0.0001 per share.
Common stock
The Company was incorporated on January 29, 2010 at which time 5,000,000 shares of common stock were issued to the Company’s founder at $0.0001 per share, or $500 for repayment of expenses associated with the incorporation of the Company.
On April 20, 2010, the Company sold 4,200,000 shares of its common stock in a private placement at $0.01 per share to 41 individuals for $42,000.
On July 19, 2010, the Company sold 180,000 shares of its common stock in a private placement at $0.01 per share to 6 individuals for $1,800.
F-11
Capital contribution
In March 2010, the majority stockholder of the Company contributed $100 as additional paid-capital.
In October 2011, the majority stockholder of the Company contributed $3,010 as additional paid-capital.
Note 5 – related party transactions
Free office space
The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.
Stock transfer agent services provided by a related party
A related party provided stock transfer agent services to the Company whereby the president of the Company is an officer. The Company accrued expenses of $1,171 and $944 for the stock transfer agent services to the related party for the six months period ended October 31, 2011 and 2010, respectively.
NOTE 6 – SUBSEQUENT EVENTS
The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.
F-12
The following discussion and analysis summarizes the significant factors affecting our condensed consolidated results of operations, financial condition and liquidity position for the six months ended October 31, 2011. These financial statements should be read in conjunction with the financial statements of the Company for the year ended April 30, 2011 and notes thereto. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
Limited Operating History
We are a development stage company with very limited operating history and we have not generated any revenue since inception. We have no independent financial history and have not previously demonstrated that we will be able to generate revenue, make profits or expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.
Plan of Operations
Our plan of business is to raise capital to further develop, test, manufacture, patent and market a number of products related to the recreational vehicle industry including: Class “A” diesel motorhomes, travel trailers and fifth wheels. Initially we are going to focus on three products that we have designed that are ready to develop when and if the company receives funding. We plan to sell RV products made by other manufacturers through our planned website. The marketing of other products made by other manufacturers is not part of our business plan and could only be accomplished if we can raise additional capital over and above what we need to execute this business plan so we could afford to stock a larger amount of inventory.
Using an annualized figure of $24,500 for our costs, including professional and legal services (e.g. bookkeeping, audit costs, attorney fees, advertising and EDGAR services), costs are approximately $2,040 a month. Given the amount of cash currently on hand, we expect our current cash reserves to last for 3 to 4 months.
We do not have enough capital at this time to commence business operations or to plan a time frame for future operations. We do not have any additional financing lined up at this time and cannot begin to develop a plan for future operations unless we receives additional financing.
Results of Operations
We have not generated any revenue since inception. We have already incurred significant net losses of $70,248 for the period from inception to October 31, 2011. We anticipate continuing to incur losses in the foreseeable future.
Three months ended October 31, 2010 and October 31, 2011
For the three months ended October 31, 2011, we continued to not generate any revenue. Total operating expenses decreased by $12,825, or 73.4%, to $4,658, for the three months ended October 31, 2011 from $17,483 for the six months ended October 31, 2010. The decrease in the total operating expenses for the covered period was primarily due to the lowered cost of maintaining our company as a public company compared to initially becoming a public company. The total operating expenses results in a net loss of $4,658 for the period ended October 31, 2011. Our operating expenses for the three months ended October 31, 2011, consisted of (i) $4,050 in professional fees, decreased by $13,173, or 76.5% from $17,223 for the three months ended October 31, 2010; (ii) $581 in related party professional fees, increased by $321 or 123%, from $260 for the three months ended October 31, 2010; and (iii) $27 in general and administrative expenses, increased by $27, from $0 for the three months ended October 31, 2010.
1
Six months ended October 31, 2010 and October 31, 2011
For the six months ended October 31, 2011, we continued to not generate any revenue. Total operating expenses decreased by $13,701, or 56.48%, to $10,556, for the six months ended October 31, 2011 from $24,257 for the six months ended October 31, 2010. The total operating expenses results in a net loss of $10,556 for the six months ended October 31, 2011, compared with $24,257 net loss for the six months ended October 31, 2010, which mostly due to the decreased professional fees of 13,973.
Capital Resources and Liquidity
As of October 31, 2011 we had $6,658 cash on hand.
Based upon the above, we believe that we have enough cash to support our daily operations while we are attempting to commence operations and produce revenues. However, if we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. Using an annualized figure of $24,500 for our costs, including professional and legal services (e.g. bookkeeping, audit costs, attorney fees, advertising and EDGAR services), costs are approximately $2,040 a month. Given the amount of cash currently on hand, we expect our current cash reserves to last for 3 to 4 months. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. In the event we are not successful in reaching our initial revenue targets, additional funds may be required, or we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations.
We currently have no full-time employees. We have two part-time of employees who serve as our management team. Currently, our two part-time employees, also our directors and executive officers, devote approximately 10 to 20 hours per week to the company and will continue to dedicate that amount of time until such a time when they deem it is necessary to contribute more.
We anticipate that we may continue to incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements, financings, or other relationships with unconsolidated entities known as ‘‘Special Purposes Entities.’’
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the amounts of revenues and expenses. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing the financial statements, we utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming our estimates and judgments, giving appropriate consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to other companies in our industry. We believe that of our significant accounting policies, the following may involve a higher degree of judgment and estimation, or are fundamentally important to our business.
2
Revenue Recognition
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.
Income taxes
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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 Statements of Operations in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
Net loss per common share
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. There were no potentially dilutive shares outstanding for the period ended October 31, 2011 and July 31, 2010.
Recently Issued Accounting Pronouncements
In May 2011, the FASB issued the FASB Accounting Standards Update No. 2011-04 “Fair Value Measurement” (“ASU 2011-04”). This amendment and guidance are the result of the work by the FASB and the IASB to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (IFRSs).
3
This update does not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820, Fair Value Measurement, including the following revisions:
|
·
|
An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity’s net risk exposure may apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity’s net, rather than gross, exposure to those risks.
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|
·
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In the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account.
|
|
·
|
Additional disclosures about fair value measurements.
|
The amendments in this Update are to be applied prospectively and are effective for public entity during interim and annual periods beginning after December 15, 2011.
In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 “Comprehensive Income” (“ASU 2011-05”), which was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.
The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
Smaller reporting companies are not required to provide the information required by this item.
Item 4. Controls and Procedures.
We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are ineffective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms due to two material weaknesses described below:
4
(i) We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the interim period ended October 31, 2011. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
(ii) We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures, and concluded that the control deficiency that resulted represented a material weakness.
Any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control over Financial Reporting
There were no changes in our system of internal controls over financial reporting during our last fiscal quarter ended October 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on the Company.
Smaller reporting companies are not required to provide the information required by this item.
None.
None.
5
There were no reportable events under this item during the quarterly period ended October 31, 2011.
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Exhibit No.
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Description
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|
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31.1
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Section 302 Certification of Principal Executive Officer, Principal Financial Officer and Chief Accounting Officer
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|
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32.1+
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Section 906 Certification of Principal Executive Officer, Principal Financial Officer and Chief Accounting Officer
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|
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101.INS*
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XBRL Instance Document
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|
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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|
|
101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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|
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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|
|
101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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|
|
101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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+Furnished herewith.
*Furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise not subject to liability under these sections.
6
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.
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RVPLUS, INC.
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Date: December 15, 2011
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By:
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/s/ Christopher M. Day
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Christopher M. Day
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Director, President, Chief Executive Officer,
Chief Accounting Officer, and Principal Financial Officer
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7
EXHIBIT INDEX
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Exhibit No.
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Description
|
|
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31.1
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Section 302 Certification of Principal Executive Officer, Principal Financial Officer and Chief Accounting Officer
|
|
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32.1+
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Section 906 Certification of Principal Executive Officer, Principal Financial Officer and Chief Accounting Officer
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|
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101.INS*
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XBRL Instance Document
|
|
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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|
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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|
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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|
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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|
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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+Furnished herewith.
*Furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise not subject to liability under these sections.
8