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EX-31 - SOX SECTION 302(A) CERTIFICATION OF THE CEO - Luve Sports Inc.exhibit311.htm
 
 

UNITED STATES   

 

SECURITIES AND EXCHANGE COMMISSION   

 

Washington, D.C. 20549   

 

 

 

FORM 10-Q   

 

 

[x]   

QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES   

 

EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED November 30, 2011

  

 

OR   

 

  

 

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   

 

EXCHANGE ACT OF 1934   

Commission file number 000-54499

EURASIA DESIGN INC.

(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

122B E. Acapulco St.
South Padre Island, TX 78597

 (Address of principal executive offices, including zip code.)

(877) 687-1115

telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
YES [ X ]  NO [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 
YES [   ]   NO [X]

 

 


 
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer 

[ ]

Accelerated filer 

[ ]

Non-accelerated filer 

[ ]

Smaller reporting company 

[x]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [x]  NO [    ]  

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 8,000,000 as of January 12, 2012.

 

 

 

 

 

 

 

 

 

 

 

 

 

2



 
 

EURASIA DESIGN INC.

FORM 10-Q

November 30, 2011

INDEX

 

PART I-- FINANCIAL INFORMATION

 

 

PART II-- OTHER INFORMATION

 

 

SIGNATURE

EXHIBIT INDEX

 

 

 

 

 

 

3


 
 

 PART I – FINANCIAL INFORMATION

ITEM 1.         FINANCIAL STATEMENTS

 

EURASIA DESIGN INC.
(A Development Stage Company)

November 30, 2011


 

 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

4


 
 

 

EURASIA DESIGN INC.
(A Development Stage Company)
BALANCE SHEETS
(unaudited) 

 

 

November 30, 2011

 

May 31,
2011

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

Cash

$

2,242

$

12,361

TOTAL CURRENT ASSETS

 

2,242

 

12,361

 

 

 

 

 

TOTAL ASSETS

$

2,242

$

12,361

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable

$

600

$

53

 

Related party payable

 

13,982

 

9,982

 

 

 

 

 

 

 

TOTAL CURRENT LIABILITIES

$

14,582

$

10,035

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

-

 

-

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

Preferred stock, 100,000,000 shares authorized, $0.00001 par value; none issued or outstanding

 


-

 


-

 

Common stock, 100,000,000 shares authorized, $0.00001 par value; 8,000,000 shares issued and outstanding

 


80

 


80

 

Additional paid-in capital

 

49,920

 

49,920

 

Deficit accumulated during development stage

 

( 62,340)

 

(47,674)

 

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)

 

(12,340)

 

2,326

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

2,242

$

12,361

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements.
F-1

 

5


 
 

EURASIA DESIGN INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)

Three Months Ended
November 30

Six Months Ended
November 30

Inception (May 6, 2010) through

November 30,

 

 

2011

 

2010

 

2011

 

2010

 

2011

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

Consulting expense

$

2,722

$

5,075

$

4,722

$

9,771

$

24,696

 

General and administrative

 

3,242

 

215

 

 3,444

 

 452

 

8,844

 

Legal and accounting

 

900

 

3,800

 

6,500

 

14,600

 

28,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

( 6,864)

$

( 9,090)

$

( 14,666)

$

(2 4,823)

$

(62,340)

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER COMMON SHARE, BASIC AND DILUTED

$

(0.00)

$

(0.00)


$


(0.00)


$


(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED

 

 

 

 

8,000,000

 

5,000,000

 




8,000,000

 




5,000,000

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements.
F-2

6


 
 

 

 

EURASIA DESIGN INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)

 

Six Months Ended
November 30

Inception
(May 6, 2010)
through
November 30,

 

 

2011

 

2010

 

2011

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net loss

$

(14,666)

$

(24,823)

$

(62,340)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Accounts payable

 

547

 

137

 

600

Net cash used in operating activities

 

(14,119)

 

( 24,686)

 

(61,740)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

Advances from related party

 

4,000

 

5,000

 

13,982

 

Proceeds from issuance of common stock 

 

-

 

-

 

50,000

Net cash provided by financing activities

 

4,000

 

5,000

 

63,982

 

 

 

 

 

 

 

Net change in cash

 

(10,119)

 

(19,686)

 

2,242

 

 

 

 

 

 

 

Cash, beginning of period

 

12,361

 

19,977

 

-

 

 

 

 

 

 

 

Cash, end of period

$

2,242

$

291

$

2,242

 

 

 

 

 

 

 

SUPPLEMENTAL CASHFLOW DISCLOSURES

 

 

 

 

 

 

 

Interest paid

$

-

$

-

$

-

 

Income taxes paid

$

-

$

-

$

-

 

 

The accompanying notes are an integral part of these unaudited financial statements.
F-3

7


 

 

 

EURASIA DESIGN INC.
(A Development Stage Company)
Notes to the Financial Statements

(unaudited)

NOTE 1.         BASIS OF PRESENTATION

 

The accompanying unaudited interim financial statements of Eurasia Design Inc. (“Eurasia Design” or 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 Eurasia Design’s Annual Report filed with the SEC on Form 10-K.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosures contained in Eurasia Design’s fiscal 2011 financial statements have been omitted.

The Company has evaluated subsequent events through the date these financial statements were issued, and has determined that there were no subsequent events to recognize or disclose in these financial statements.

 

NOTE 2.         GOING CONCERN

 

These financial statements have been prepared on a going concern basis, which implies Eurasia Design will continue to meet its obligations and continue its operations for the next fiscal year. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Eurasia Design be unable to continue as a going concern. As of November 30, 2011, Eurasia Design has not generated revenues and has accumulated losses of $62,340 since inception. The continuation of Eurasia Design as a going concern is dependent upon the continued financial support from its shareholders, the ability of Eurasia Design to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding Eurasia Design’s ability to continue as a going concern.

 

NOTE 3.         RELATED PARTY TRANSACTIONS

 

As of November 30, 2011, Eurasia Design Inc. has a payable to the Company’s president, Mr. John Ferrone, for $13,982 that was used for payment of Company expenses.  These amounts were loaned to the Company in October and December 2010 and October 2011.  The amount is due on demand, has no terms of repayment, is unsecured, and bears no interest. 

 

 

 

 

 

 

F-4

 

 

8


 

 

 
 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

            This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events.   You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

 

            We are a development stage corporation and have not started operations or generated or realized any revenues from our business operations. Our primary planned business is to develop a website that will offer to the public unique furniture and accessories from Europe and Asia to retail customers at wholesale prices.  We have not generated any revenues and the only operations we have engaged in is the reservation of our domain name (www.eurasiadesigninc.com) and the development of a business plan.

We have not generated any revenues and no revenues are anticipated until we complete the development of our website, source out purveyors of services for products to sell and source out clients to buy our services. Accordingly, there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise additional cash to implement our planned operations.

 

            To partially meet our immediate need for cash , we raised $30,000 from a public offering in January 2011.   Even though we raised our minimum of $30,000, we cannot guarantee that once we begin our planned operations, we will stay in business after twelve months.  If we are unable to secure enough suppliers of products at suitably low pricing or enough customers willing to buy the products at higher than the price we have negotiated with our suppliers, we may quickly use up the proceeds from our offering and will need to find alternative sources of funding, like a public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations.   At the present time, we have not made any arrangements to raise additional cash.  If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. 

 

Plan of Operation

 

            Our specific goal is to profitably sell products on our Internet website to the public.  We intend to accomplish the foregoing by the following milestones:

 

            1.  December 2011 – April 2012. Retain a website developer to create a website to promote our products.  We expect to spend $2,000 to $5,000 for the website, which will include graphics and links from our site.  We intend to locate smaller, new manufacturers to offer their products on a more exclusive basis.

 

9


 
 

             

           2.  May 2012 – November 2012. Marketing and advertising will be focused on promoting our website and products.  The advertising campaign may also include the design and printing of various sales materials.  We intend to market our website through traditional sources, such as advertising in magazines, billboards, telephone directories and preparing and sending out flyers and mailers both through the regular mail and via email.  Advertising and promotion will be an ongoing effort, but the initial cost of developing the campaign is estimated to cost between $1,000 and $5,000.

 

            The above mentioned milestones and the timelines they contain are dependent upon the availability of our sole officer and director, John Ferrone.  Mr. Ferrone is entirely responsible for our day-to-day operations. Establishing an office will take time as Mr. Ferrone will need to locate an appropriate facility as well as make arrangements for telephone and other communication lines to be established and office supplies procured. Once the office is fully operational, Mr. Ferrone can then turn his attention to retaining a web developer.

 

            We anticipate that we will generate revenues as soon as we are able to offer products for sale on our website.  This will happen once we negotiate agreements with one or two suppliers of products. 

             

            If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. 

 

Limited operating history

 

            There is no historical financial information about us upon which to base an evaluation of our performance.  We are a start-up company and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.       

 

Results of operations 

 

From Inception on May 6, 2010 through the period ended November 30, 2011.

 

            During the period, we incorporated the company, hired the attorney, and hired the auditor for the preparation of our Form S-1 registration statement. We have prepared a business plan.  We have reserved the domain name “www.eurasiadesigninc.com.”  Our net loss since inception is $62,340 , of which $28,800 is comprised of legal and accounting fees, $24,696 is for consulting fees and $8,844 is for other general and administrative expenses, including bank services charges, telephone expenses and incorporation fees.

 

Liquidity and capital resources

 

            As of the date of this report, we have yet to generate any revenues from our business operations.

 

            At inception we issued 5,000,000 shares of common stock pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933.  This was accounted for as a sale of common stock. The 5,000,000 shares of common stock were issued to our sole officer and director for

 

 

10


 
 

$20,000 of cash proceeds.

 

            On January 27, 2011, we completed our public offering by issuing 3,000,000 shares of common stock at $0.01 per share and raised $30,000 of cash proceeds.

 

            As of November 30, 2011, our total assets were $2,242 consisting entirely of cash, and our total liabilities were $14,582, comprised of accounts and related party payables.

 

To partially meet our immediate need for cash, we raised $30,000 from a public offering.   Even though we raised our minimum of $30,000, we cannot guarantee that once we begin our planned operations, we will stay in business after twelve months.  If we are unable to secure enough suppliers of products at suitably low pricing or enough customers willing to buy the products at higher than the price we have negotiated with our suppliers, we may quickly use up the proceeds from our offering and will need to find alternative sources of cash, like a public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations.   At the present time, we have not made any arrangements to raise additional cash.  If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. 

 

The accompanying financial statements have been prepared on a going concern basis, which implies Eurasia Design will continue to meet its obligations and continue its operations for at least the next twelve months. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Eurasia Design be unable to continue as a going concern. As of November 30, 2011, Eurasia Design has not generated revenues and has accumulated losses of $62,093 since inception. The continuation of Eurasia Design as a going concern is dependent upon the continued financial support from its shareholders, the ability of Eurasia Design to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding Eurasia Design’s ability to continue as a going concern.



ITEM 3.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.



 

 

 

11


 
 
ITEM 4.   CONTROLS AND PROCEDURES.


Evaluation of Disclosure Controls and Procedures

 

            We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were not effective as of the end of the period covered by this report due to the lack of adequate segregation of duties and the absence of an audit committee.

Changes in Internal Controls

 

            There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

 

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.


ITEM 1A.      RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


 

 


 

12


 
 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3.         DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4.         (REMOVED AND RESERVED)

 

None.

 

 

ITEM 5.        OTHER INFORMATION.

 

None.

 

 

 

 

 

 

13


 

 

ITEM 6.         EXHIBITS.

The following documents are included herein:

 

Exhibit No

Document Description

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended.

32.1

Certification of Principal Financial Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended.

101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

14


 
 

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 12th day of January, 2012.

                                                                                    EURASIA DESIGN INC.

BY:    /s/ JOHN FERRONE
            John Ferrone, President, Principal Executive
            Officer, Treasurer, Principal Financial Officer,
            Principal Accounting Officer and sole member of
            the Board of Directors.

 

 

15


 
 

 

EXHIBIT INDEX

 

 

Exhibit No

Document Description

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended.

32.1

Certification of Principal Financial Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended.

101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

16