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EX-32 - SOX SECTION 906 CERTIFICATION OF THE CEO - Luve Sports Inc.exhibit321.htm
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 February 29, 2012

  

 

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 April 6, 2012.

 

 

 

 

 

 

 

 

2


 
 

EURASIA DESIGN INC.

FORM 10-Q

February 29, 2012

INDEX

 

PART I-- FINANCIAL INFORMATION

 

 

PART II-- OTHER INFORMATION

 

Item 1

Legal Proceedings

Item 1A

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defalts Upon Senior Securities

Item 4.

Mine Safety Disclosure

Item 5.

Other Information

Item 6.

Exhibits

 

SIGNATURE

EXHIBIT INDEX

 

 

3


 
 

 PART I – FINANCIAL INFORMATION

ITEM 1.         FINANCIAL STATEMENTS

 

EURASIA DESIGN INC.
(A Development Stage Company)

February 29, 2012

 

 
 
 
 
 

 

 

 

 

 

4

 


 
 

 

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

 

 

February 29,
2012

 

May 31,
2011

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

Cash

$

2,966

$

12,361

TOTAL CURRENT ASSETS

 

2,966

 

12,361

 

 

 

 

 

TOTAL ASSETS

$

2,966

$

12,361

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable

$

3,600

$

53

 

Related party payable

 

19,982

 

9,982

 

 

 

 

 

 

 

TOTAL LIABILITIES

$

23,582

$

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

 

(70,616)

 

(47,674)

 

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)

 

(20,616)

 

2,326

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)

$

2,966

$

12,361

 

 

 

 

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

 

 
 

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

 

 

Three Months Ended

 

Nine Months Ended

 

Inception (May 6, 2010) through

 

 

February 29

 

February 28

 

February 29

 

February 28

 

February 29

 

 

2012

 

2011

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

Consulting expense

$

5,500

$

5,279

$

13,217

$

15,050

$

33,191

 

General and administrative

 

176

 

2,315

 

625

 

2,767

 

6,025

 

Legal and accounting

 

2,600

 

4,100

 

9,100

 

18,700

 

31,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(8,276)

$

(11,694)

$

(22,942)

$

(36,517)

$

(70,616)

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

5,219,780

 




8,000,000

 




5,110,294

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 
 

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

 

 

Nine Months Ended

 

Inception
(May 6, 2010)
through

 

 

February 29

 

February 28

 

February 29

 

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

$

(22,942)

$

(36,517)

$

(70,616)

 

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

 

 

 

 

 

 

 

Accounts payable

 

3,547

 

(735)

 

3,600

Net cash used in operating activities

 

(19,395)

 

(37,252)

 

(67,016)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

Advances from related party

 

10,000

 

9,982

 

19,982

 

Proceeds from issuance of common stock

 

-

 

30,000

 

50,000

Net cash provided by financing activities

 

10,000

 

39,982

 

69,982

 

 

 

 

 

 

 

Net change in cash

 

(9,395)

 

2,730

 

2,966

 

 

 

 

 

 

 

Cash, beginning of period

 

12,361

 

19,977

 

-

 

 

 

 

 

 

 

Cash, end of period

$

2,966

$

22,707

$

2,966

 

 

 

 

 

 

 

SUPPLEMENTAL CASHFLOW DISCLOSURES

 

 

 

 

 

 

 

Interest paid

$

-

$

-

$

-

 

Income taxes paid

$

-

$

-

$

-

 

 

 

 

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


 
 

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 February 29, 2012, Eurasia Design has not generated revenues and has accumulated losses of $70,616 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 February 29, 2012, Eurasia Design Inc. has a payable to the Company’s president, Mr. John Ferrone, for $19,982 that was used for payment of Company expenses.  These amounts were loaned to the Company in October and December 2010 , October 2011 and January 2012.  The amount is due on demand, has no terms of repayment, is unsecured, and bears no interest. 

 

NOTE 4.         SUBSEQUENT EVENTS

 

On March 28, 2012, the Company’s president, John Ferrone loaned the Company an additional $5,500, to cover the costs of this reporting period. The loan is non interest bearing, and payable on demand.

 

 

 

 

 

 

F-4


 
 

 

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 start-up 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.  March 2012 – June 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.  July 2012 – February 2013.  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 February 29, 2012.

 

            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 $70,616  of which $31,400 is comprised of legal and accounting fees, $33,191 is for consulting fees and $6,025  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.

 

 

 

 

10

 


 
 

            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

$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. We have spent all of the proceeds of our public offering.

 

            As of February 29, 2012, our total assets were $2,966 consisting entirely of cash, and our total liabilities were $23,582, 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 February 29, 2012, Eurasia Design has not generated revenues and has accumulated losses of $70,616  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

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective.

 

      There were no changes in our internal control over financial reporting during the quarter ended February 29,  2012 that have materially affected, or are 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.         MINE SAFETY DISCLOSURES.

 

 

None

 

 

ITEM 5.         OTHER INFORMATION.

 

None.

 

 

 

 

 

 

 

13


 
 

ITEM 6.         EXHIBITS.

      The following documents are included herein:


 

 

 

Incorporated by reference

 

Exhibit

Document Description

Form

Date

Number

Filed herewith

           
           

 

3.1

 

Articles of Incorporation.

 

S-1

 

07/28/10

 

3.1

 

 

 

 

 

 

 

3.2

Bylaws.

S-1

07/28/10

3.2

 

 

 

 

 

 

 

4.1

Specimen Stock Certificate.

S-1

07/28/10

4.1

 

 

 

 

 

 

 

10.1

Consulting Agreement.

S-1

07/28/10

10.1

 


14.1


 
Code Of Ethics


10-K


09/07/11


14.1 

 

 

 

 

 

 

 

31.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

99.1

Regulation S Subscription Agreement

S-1

07/28/10

99.1

 

 

 

 

 

 

 

99.2

Audit Committee Charter

10-K

9/07/11

99.2

 

 

 

 

 

 

 

99.3

Disclosure Committee Charter

10-K

9/07/11

99.3

 

 

 

 

 

 

 

101

Interactive Data File

 

 

 

x

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 6th day of April , 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

 

 

 

 

Incorporated by reference

 

Exhibit

Document Description

Form

Date

Number

Filed herewith

           
           

 

3.1

 

Articles of Incorporation.

 

S-1

 

07/28/10

 

3.1

 

 

 

 

 

 

 

3.2

Bylaws.

S-1

07/28/10

3.2

 

 

 

 

 

 

 

4.1

Specimen Stock Certificate.

S-1

07/28/10

4.1

 

 

 

 

 

 

 

10.1

Consulting Agreement.

S-1

07/28/10

10.1

 


14.1


 
Code Of Ethics


10-K


09/07/11


14.1 

 

 

 

 

 

 

 

31.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

99.1

Regulation S Subscription Agreement

S-1

07/28/10

99.1

 

 

 

 

 

 

 

99.2

Audit Committee Charter

10-K

9/07/11

99.2

 

 

 

 

 

 

 

99.3

Disclosure Committee Charter

10-K

9/07/11

99.3

 

 

 

 

 

 

 

101

Interactive Data File

 

 

 

x

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