Biozoom, Inc. - FORM 10-Q - February 21, 2012

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Biozoom, Inc.	Financial_Report.xls
EX-31.1 - CERTIFICATION - Biozoom, Inc.	eert_ex311.htm
EX-32.1 - CERTIFICATION - Biozoom, Inc.	eert_ex321.htm
EX-31.2 - CERTIFICATION - Biozoom, Inc.	eert_ex312.htm
EX-32.2 - CERTIFICATION - Biozoom, Inc.	eert_ex322.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended December 31, 2011

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1933

For the transition period from _____ to _____

Commission File Number: 333-152404

ENTERTAINMENT ART, INC.

(Exact name of small business issuer as specified in its charter)

Nevada		26-0370478
(State of incorporation)		(IRS Employer ID Number)

Jeff Lamson

2679 Aberdeen Lane,

El Dorado Hills, CA 95762

(Address of principal executive offices)

408.605.1572

(Issuer's telephone number)

________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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 past 90 days. Yes x 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

As of December 31, 2011, 59,730,000 shares of common stock, par value $0.001 per share, were outstanding.

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements		3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		11

Item 3	Quantitative and Qualitative Disclosures About Market Risk		14

Item 4	Controls and Procedures		14

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings		15

Item IA.	Risk Factors		15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		15

Item 3.	Defaults Upon Senior Securities		15

Item 4.	Removed and Reseed		15

Item 5.	Other Information		15

Item 6.	Exhibits		16

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ENTERTAINMENT ART, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEET

	December 31,
	2011			March, 31
	Unaudited			2011
ASSETS
CURRENT ASSETS
Cash	$	772		$	13
Total current assets		772			13

TOTAL ASSETS	$	772		$	13


LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Note Payable	$	40,500		$	40,500
Loan Payable		5,000			-
Accrued liabilities		9,679			18,337
Loan Payable-Related parties		6,500			27,500
Total current liabilities		61,679			86,337

Long-Term Debt:
Note payable		15,400			0
Total liabilities		77,079			86,337

STOCKHOLDERS' DEFICIENCY
Preferred Stock, $.001 par value; 10,000,000 shares
authorized,
none issued and outstanding
		-			-
Common Stock, $.001 par value; 100,000,000
shares authorized,

59,730,000 shares issued and outstanding at
December 31, 2011 and March 31, 2011.		59,730			59,730
Additional paid-in capital		6,370			6,370

Deficit accumulated during the development stage		(142,407	)		(152,424	)
Total Stockholders' Deficiency		(76,307	)		(86,324	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$	772		$	13

The accompanying notes are an integral part of these financial statements.

ENTERTAINMENT ART, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

													For the Period
													from Inception
	For the three months			For the three months			For the nine months			For the nine months			June 15,
	Ended			Ended			Ended			Ended			2007 to
	Dec. 31,			Dec. 31,			Dec. 31,			Dec. 31,			Dec. 31,
	2011			2010			2011			2010			2011

REVENUES Sales Net	$	-		$	-		$	-		$	-		$	1500


COST AND EXPENSES
Cost of sales		0			0			0			0			1,500
Rent		0			0			0			0			13,000
Consulting Fees		0			0			0			0			9,000
Professional Fees		1,538			3,188			13,188			16,730			100,182
Other Selling, General and Administrative		1,891			688			5,161			2,409			47,240
Total Cost and Expenses		3,429			3,876			18,349			19,139			170,922


Loss From Operations		(3,429	)		(3,876	)		(18,349	)		(19,139	)		(169,422	)

Other Income(Expense)
Extinguishment of Debt		32,249			-			32,249			-			38,342
Interest Expense		(1,135	)		(1,031	)		(3,883	)		(3,090	)		(11,327	)
Total Other Income (Expense)		31,114			(1,031	)		28,366			(3,090	)		27,015

Net Income (Loss)	$	27,685		$	(4,907	)	$	10,017		$	(22,229	)	$	(142,407	)



PER SHARE DATA:

Basic and diluted loss per common share	$	.00		$	(.00	)	$	.00		$	(.00	)

Weighted Average Common shares outstanding
		59,730,000			59,730,000			59,730,000			59,730,000

The accompanying notes are an integral part of these financial statements.

ENTERTAINMENT ART, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

FOR THE PERIOD JUNE 15, 2007 (INCEPTION) TO DECEMBER 31, 2011

								Deficit
								Accumulated
					Additional			During the
	Common Stock				Paid-in			Development
	Shares		Amount		Capital			Stage			Total

Balance, June 15,2007		-	$	-	$	-		$	-		$	-

Common shares issued to Founder
for cash at $0.0013 per share		39,600,000		39,600		(34,500	)		-			5,100
on June 2007

Common shares issued to Private Investors
for cash at $0.003 per share		20,130,000		20,130		40,870			-			61,000
November 2007 to March 2008

Net loss for the period		-		-		-			(39,375	)		(39,375	)
									-
Balance - March 31, 2008		59,730,000		59,730		6,370			(39,375	)		26,725

Net loss for the year ended March 31, 2009									(53,402	)		(53,402	)

Balance - March 31, 2009		59,730,000		59,730		6,370			(92,777	)		(26,677	)

Net loss for the year ended March 31, 2010									(29,799	)		(29,799	)

Balance - March 31, 2010		59,730,000		59,730		6,370			(122,576	)		(56,476	)

Net loss for the year ended March 31, 2011									(29,848	)		(29,848	)

Balance - March 31, 2011		59,730,000		59,730		6,370			(152,424	)		(86,324	)

Net Income for the nine months ended December 31, 2011 (unaudited)									10,017			10,017

Balance - December 31, 2011 (unaudited)		59,730,000	$	59,730	$	6,370		$	(142,407	)	$	(76,307	)

The accompanying notes are an integral part of these financial statements.

ENTERTAINMENT ART, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)

							For the Period
	For nine months			For nine months			from Inception
	Ended			Ended			June 15,
	Dec 31,			Dec 31,			2007 to
	2011			2010			December 31, 2011

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	10,017		$	(22,229	)	$	(142,407	)
Debt Extinguishment		(32,249	)		-			(38,342	)
Adjustments to Reconcile Net Income (Loss) to Net
Cash Used in Operating Activities:
Changes in Assets and Liabilities:
Decrease in Defferred Offering Costs								8,000
Increase (Decrease) in Accrued Liabilities		(5,009	)		7,614			11,421
								.
Net cash used in operating activities		(27,241	)		(14,615	)		(161,328	)

CASH FLOW FROM INVESTING ACTIVITIES		-			-			-


CASH FLOW FROM FINANCING ACTIVITIES
Proceeds From Loans payable		5,000						7,500
Proceeds From Loans payable-related parties		7,600			-			35,100
Proceeds From Notes payable		15,400			13,000			53,400
Proceeds from the Sale Common stock		-			-			66,100
Net cash provided by financing activities		28,000			13,000			162,100


INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		759			(1,615	)		772

CASH AT BEGINNING OF PERIOD		13			3,792			-

CASH AT END OF PERIOD	$	772		$	2,177		$	772


Supplemental Disclosures Cash Flow Information:

Interest Paid	$			$			$	-
Income Taxes paid	$			$			$	-


Supplemental Disclosures of Non-Cash Financing Activities:

Deffered Offering costs recorded in Accounts payable related parties	$			$			$	8,000
Reclassification of Loan payable to Note payable	$			$	2,500		$	2,500

The accompanying notes are an integral part of these financial statements.

ENTERTAINMENT ART, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - Organization and Basis of Presentation

Entertainment Art, Inc. (“the Company”) was incorporated on June 15, 2007 under the laws of the State of Nevada.

The Company has not yet generated revenues from planned principal operations and is considered a development stage company as defined in Accounting Standards Codification ("ASC") 915. The Company intended to focus on designing, providing and selling a line of fashionable zip bags. The Company has since abandoned its business plan and is now seeking an operation with which to merge or acquire. Accordingly, the Company is now considered a blank check company. There is no assurance, however, that the Company will achieve its objectives or goals.

In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. These financial statements are condensed and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.

The Company is a development stage company and has not commenced planned principal operations. The Company had virtually no revenues and incurred a net loss from operations of $3,429 for the three months ended December 31, 2011, and a net loss of $142,407 for the period June 15, 2007 (inception) to December 31, 2011. In addition, the Company had a working capital deficiency of $60,907 and stockholders deficiency of $76,307 at December 31, 2011. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

There can be no assurance that sufficient funds will be generated during the next year or thereafter from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital could force the Company to curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.

The Company is attempting to address its lack of liquidity by raising additional funds, either in the form of debt or equity or some combination thereof. There can be no assurances that the Company will be able to raise the additional funds it requires.

The accompanying condensed financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Certain items in these condensed financial statements have been reclassified to conform to current period presentation.

NOTE 2 - Related Party Transactions

During the period June 15, 2007 (inception) to March 31, 2008, the Company paid approximately $35,000 to an entity owned by two of its former officers' and directors. Included in such payments were consulting fees and rent in the amount of $9,000 and $10,000, respectively. The Company rented space from this entity on a month to month basis.

During the period June 15, 2007 (inception) to March 31, 2008, the Company paid a law firm owned by a former officer and director approximately $1,000 for start-up organization expenses.

During the year ended March 31, 2009, the Company was charged approximately $3,600 by an entity owned by two of its former officers' and directors. Included in such payments was rent in the amount of $3,000. The Company previously rented space from this entity on a month to month basis.

During the year ended March 31, 2011, the Company paid $5,300 in legal fees to a law firm owned by a former officer and director of the Company.

During the year ended March 31, 2010, the Company satisfied its accounts payable - related party obligation of $28,593 by the payment of $22,500. The balance of $6,093 was recorded as extinguishment of debt income for the year ended March 31, 2010 (see Note 5)

During the year ended March 31, 2010, the Company, in connection with the termination of its originally planned business, purchased goods for $1,500 from an entity owned by two of its former officers' and directors. These goods were sold at cost, in order to dispose of them.

At March 31, 2011, the Company owed $2,063 in legal fees to a law firm owned by a former officer and director of the Company, which is included in accrued liabilities.

At March 31, 2011 loans payable to former related parties in the amount of $27,500 bear interest at 5% per annum and are payable on demand.

In October 2011, the Company issued a promissory note for $15,400 as consideration to and it order to memorialize a loan made to company in May 2011 by a third party. This loan was originally inadvertently reported as part of a related party loan of $16,000. The loan bears interest at 5% per annum and is due December 31, 2015 (See note 3).

During the quarter ended December 31, 2011, , the Company was issued a credit of $963 for legal fees by a law firm owned by a former officer and director of the Company.

At December 31, 2011the company owed note payable to related party in the amount of $6,500 bearing interest at 5% per annum and are payable on demand.

During the quarter ended December 31, 2011, the balance of $28,600 loan payable to former related parties and the associated interest of $3,649 was recorded as extinguishment of debt income totaling $32,249.

NOTE 3 - Notes Payable

On August 7, 2009, the Company issued a promissory note for $16,000. The promissory note is payable on demand and bears interest at 9% per annum.

On October 31, 2009, the Company issued a promissory note for $9,000 to the same party. This promissory note is payable on demand and bears interest at 9% per annum.

On April 5, 2010, the Company borrowed $3,000 from the holder of its notes payable. On April 19, 2010, the Company issued a promissory note for $5,500 which memorialized a $2,500 advance during the quarter ended March 31, 2010 and the $3,000 advanced on April 5,2010. The promissory note is payable on demand and bears interest a 9% per annum.

On July 30, 2010, the Company issued a promissory note for $10,000 to the same party. This promissory note is payable on demand and bears interest at 9% per annum.

On May 10, 2011, the company received $15,400 from a non related party. This transaction was memorized on October 10, 2011 and the promissory note is due on December 31, 2015 and bears 5% interest per annum.

On August 3, 2011, the Company received a loan from the same party. The loan is payable on demand and bears interest at 5% per annum.

NOTE 4 - Preferred Stock

The Company’s Board of Directors may, without further action by the Company’s stockholders, from time to time, direct the issuance of any authorized but unissued or unreserved shares of preferred stock in series and at the time of issuance, determine the rights, preferences and limitations of each series. The holders of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of the Company before any payment is made to the holders of the common stock. Furthermore, the board of directors could issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of the common stock.

NOTE 5 - Common Stock

In June 2007 the Company issued 39,600,000 shares of common stock to its Founders for $5,100.

In October 2007 the Company sold 20,130,000 shares of common stock to private investors at $.003 per share for gross proceeds of $61,000

On September 30, 2009 the Board of Directors authorized a 33 for 1 forward split of the Company's common stock to stockholders of record on July 8, 2009 and with a payment date of July 21, 2009. All share and per share data have been retroactively restated to reflect this recapitalization.

NOTE 6 - Change in Ownership

On May 1, 2009, the principal shareholders of the Company entered into a Stock Purchase Agreement, which provided for the sale of 39,600,000 shares of common stock of the Company (the "Purchased Shares") owned by the three principals to Medford Financial Ltd. (the "Purchaser"). The consideration paid for the Purchased Shares, which represented 66.3% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $120,000.

NOTE 7 - Subsequent Events

None

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

As used in this Form 10-Q, references to “Entertainment Art,” Company,” “we,” “our” or “us” refer to Entertainment Art, Inc. unless the context otherwise indicates.

Forward-Looking Statements

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Overview

We are a blank check company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), we also qualify as a “shell company,” because we have no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

The Company’s current business plan is to attempt to identify and negotiate with a business target for the merger of that entity with and into the Company. In certain instances, a target company may wish to become a subsidiary of ours or may wish to contribute or sell assets to the Company rather than to merge. No assurances can be given that we will be successful in identifying or negotiating with any target company, or, if we do enter into such a business combination, no assurances can be given as to the terms of a business combination, or as to the nature of the target company. We seek to provide a method for a foreign or domestic private company to become a reporting or public company whose securities are qualified for trading in the United States secondary markets.

The address of our principal executive office is c/o Mr. Jeff Lamson, Entertainment Art, Inc. 2679 Aberdeen Lane, El Dorado Hills, CA 95762. Our telephone number is 408.605.1572. We do not have a functioning website at this time.

Plan of Operation

During the next 12 months, the Company intends to seek, investigate and, if such investigation warrants, acquire an interest in one or more business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of a publicly held corporation. At this time, the Company has no plan, proposal, agreement, understanding or arrangement to acquire or merge with any specific business or company, and the Company has not identified any specific business or company for investigation and evaluation. No member of management has had any material discussions with any other company with respect to any acquisition of that company.

The Company will not restrict its search to any specific business, industry or geographical location, and the Company may participate in a business venture of virtually any kind or nature. The discussion of the proposed plan of operation under this caption and throughout this Quarterly Report is purposefully general and is not meant to be restrictive of the Company’s virtually unlimited discretion to search for and enter into potential business opportunities.

The Company will have to obtain funds in one or more private placements to finance the operation of any acquired business. Persons purchasing securities in these placements and other shareholders will likely not have the opportunity to participate in the decision relating to any acquisition. The Company’s proposed business is sometimes referred to as a “blind pool” because any investors will entrust their investment monies to the Company’s management before they have a chance to analyze any ultimate use to which their money may be put. Consequently, the Company’s potential success is heavily dependent on the Company’s management, which will have virtually unlimited discretion in searching for and entering into a business opportunity. None of the officers and directors of the Company has had any experience in the proposed business of the Company. There can be no assurance that the Company will be able to raise any funds in private placements. In any private placement, management may purchase shares on the same terms as offered in the private placement.

The Company will not restrict its search for any specific kind of business, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is currently impossible to predict the status of any business in which the Company may become engaged, in that such business may need additional capital, may merely desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

Results of Operations For the three months ended December 31, 2011 compared to the three months ended December 31, 2010

The following discussion should be read in conjunction with the condensed financial statements and in conjunction with the Company's Form 10-K filed on June 29, 2011. Results for interim periods may not be indicative of results for the full year.

Revenues

The Company did not generate any revenues for the three (3) months or nine (9) months ended December 31, 2011 and 2010. We are not expecting to generate any revenues in the future.

During the three (3) months ended December 31, 2011 and 2010, total operating expenses were $3,429 and $3,876, respectively. General and administrative expenses were $1,891 and $688, respectively. Professional fees were $1,538 and $3,188, respectively and were associated with fulfilling the Company’s SEC reporting requirements (including bookkeeping and accounting services).

During the nine (9) months ended December 30, 2011 and 2010, total operating expenses were $18,349 and $19,139, respectively. General and administration expenses were $5,161 and $2,409, respectively. Professional fees were $13,188 and $16,730, respectively and were associated with fulfilling the Company’s SEC reporting requirements (including bookkeeping and accounting services).

Debt Extinguishment – The Company recorded debt extinguishment of $32,249 related to the forgiveness of indebtedness to former related parties during the quarter ended December 31, 2011.

Net loss

During the three (3) months ended December 31, 2011 and 2010, the net income (loss) was $27,685 and $(4,907), respectively. During the nine (9) months ended December 31, 2011 and 2010, the net income(loss) was $10,017 and $(22,229) respectively, and a net loss of $142,407 for the period June 15, 2007 (inception) to December 31, 2011.

Liquidity and Capital Resources

The Company has limited cash.

The focus of Entertainment Art’s efforts is to acquire or develop an operating business. Despite no active operations at this time, management intends to continue in business and has no intention to liquidate the Company. Entertainment Art has considered various business alternatives including the possible acquisition of an existing business, but to date has found possible opportunities unsuitable or excessively priced. Entertainment Art does not contemplate limiting the scope of its search to any particular industry. Management has considered the risk of possible opportunities as well as their potential rewards. Management has invested time evaluating several proposals for possible acquisition or combination; however, none of these opportunities were pursued. Entertainment Art presently owns no real property and at this time has no intention of acquiring any such property. Entertainment Art’s expected expenses are comprised of professional fees, primarily incident to its reporting requirements.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. Entertainment Art’s recurring losses from operations, stockholders’ deficiency and working capital deficiency, and lack of revenue generating operations, raise substantial doubt about the Company’s ability to continue as a going concern.

Management believes Entertainment Art will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. Management plans to seek additional debt and/or equity financing for Entertainment Art, but cannot assure that such financing will be available on acceptable terms.

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve the Company’s operating results.

Going Concern Consideration

The Company is a development stage company and has not commenced planned principal operations. The Company had virtually no revenues and incurred a net loss from operations of $3,429 for the three months ended December 31, 2011, a net loss from operations of $18,349 for the nine months ended December 31, 2011, and a net loss of $142,407 for the period June 15, 2007 (inception) to December 31, 2011. In addition, the Company had working capital deficiency of $60,907, and stockholders deficiency of $76,307 at December 31, 2011. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

There can be no assurance that sufficient funds will be generated during the next three months or thereafter from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital could force the Company to curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item 3.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive officer and principal financial officer has reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item 1A.

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

Unregistered Sales of Equity Securities

None.

Purchases of equity securities by the issuer and affiliated purchasers

None.

Use of Proceeds

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Removed and Reserved

Item 5. Other Information.

On October 10, 2011, Mr. Joseph Koegel resigned as President, Chief Executive Officer, and as a member of the board of directors of Entertainment Art, Inc. (the "Company"). Mr. Koegel served as a company officer and director since June 2007. On October 11, 2011, Mr. David Lubin resigned as Secretary and as a member of our board of directors. Mr. Lubin served as a company officer and director since June 2007.

On October 11, 2011, Jeff Lamson was elected as president, chief executive officer, treasurer, and a member to our board of directors. Mr. Lamson’s executive management and financial experience and expertise in small business and technology matters make him well qualified as a member of our board of directors. He also brings transactional expertise including mergers and acquisitions and capital markets.

On October 11, 2011, Tyrone Lamb was elected as secretary and a member to our board of directors. Mr. Lamb, age 43, is the VP of Finance for Folsom Window and Glass, a speciality contractor’s glass company based in Sacramento, California.

Item 6. Exhibits

Exhibit No.		Description

31.1		Rule 13a-14(a)/15d14(a) Certifications of Jeff Lamson, the Principal Executive Officer (attached hereto).

31.2		Rule 13a-14(a)/15d14(a) Certifications of Jeff Lamson, the Principal Financial Officer (attached hereto).

32.1		Section 1350 Certifications of Jeff Lamson, the Principal Executive Officer (attached hereto)

32.2		Section 1350 Certifications of Jeff Lamson, the Principal Financial Officer (attached hereto)

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

_______

** XBRL (Extensible Business Reporting Language) information is 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, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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

	ENTERTAINMENT ART, INC.

Dated: February 21, 2012	By:	/s/ Jeff Lamson
		Jeff Lamson,
		President, Chief Executive Officer, Chairman, Treasurer and Director
		(Principal Executive Officer, Principal Financial and Accounting Officer)

Biozoom, Inc. - FORM 10-Q - February 21, 2012

Attached files

Biozoom, Inc. Reports