Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - A1 Group, Inc. | Financial_Report.xls |
| EX-31 - CERT 302 - CEO, CFO - A1 Group, Inc. | ex31-1.htm |
| EX-23 - CONSENT - A1 Group, Inc. | ex23-1.htm |
| EX-32 - CERT 906 - CEO, CFO - A1 Group, Inc. | ex32-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2012
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 333-150630
SECURE WINDOW BLINDS, INC.
(Exact name of business issuer as specified in its charter)
| Nevada | 20-5982715 | ||
| (State or other jurisdiction | (IRS Employer | ||
| of incorporation or organization) | Identification No.) |
112 North Curry Street
Carson City, Nevada, 89703
(Address of principal executive offices)
(905) 732-3299
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No 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.
Large accelerated filer oAccelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) 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 o
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 14, 2012 the registrant had 10,620,000 shares of common stock, $0.001 par value, issued and outstanding.
- 1 -
TABLE OF CONTENTS
| PART I | |||
| FINANCIAL STATEMENTS | |||
| ITEM 2 | MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION | ||
| ITEM 3 | QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK | ||
| ITEM 4 | CONTROLS AND PROCEDURES | ||
| 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 | DEFAULTS UPON SENIOR SECURITIES | ||
| ITEM 4 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | ||
| ITEM 5 | OTHER INFORMATION | ||
| ITEM 6 | EXHIBITS | ||
- 2 -
SECURE WINDOW BLINDS, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
(Unaudited)
March 31, 2012
|
BALANCE SHEETS
|
|
STATEMENTS OF OPERATIONS
|
|
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
|
|
STATEMENTS OF CASH FLOWS
|
|
NOTES TO FINANCIAL STATEMENTS
|
PLS CPA, A ROFESSIONAL Corp.
t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111t
t TELEPHONE (858)722-5953 t FAX (858) 761-0341 t FAX (858) 433-2979
t E-MAIL changgpark@plscpasl.com t
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Secure Window Blinds, Inc.
(A Development Stage Company)
We have reviewed the accompanying balance sheets of Secure Window Blinds, Inc. (A Development Stage “Company”) as of March 31, 2012, and the related statements of operation, changes in stockholders’ equity (deficit), and cash flows for three months ended March 31, 2012 and 2011, and for the period from November 27, 2006 (inception) through March 31, 2012. These financial statements are the responsibility of the Company’s management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Because of the Company’s current status and limited operations there is substantial doubt about its ability to continue as a going concern. Management’s plans in regard to its current status are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ PLS CPA
____________________________
PLS CPA, A Professional Corp.
May 16, 2012
San Diego, California
Registered with the Public Company Accounting Oversight Board
- 3 -
SECURE WINDOW BLINDS, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
|
March 31, 2012
|
December 31, 2011
|
|||||||
|
(audited)
|
||||||||
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ASSETS
|
||||||||
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CURRENT ASSETS
|
||||||||
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Cash
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$ | - | $ | 2 | ||||
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TOTAL CURRENT ASSETS
|
$ | - | $ | 2 | ||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Accounts payable and accrued liabilities
|
$ | 27,247 | $ | 32,643 | ||||
|
Due to related party (Note 4)
|
36,370 | 26,342 | ||||||
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TOTAL CURRENT LIABILITIES
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63,617 | 58,985 | ||||||
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STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
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Capital stock (Note 3)
|
||||||||
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Authorized
|
||||||||
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75,000,000 shares of common stock, $0.001 par value,
|
||||||||
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Issued and outstanding
|
||||||||
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10,620,000 shares of common stock (December 31, 2011 –10,620,000)
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10,620 | 10,620 | ||||||
|
Additional paid-in capital
|
14,880 | 14,880 | ||||||
|
Deficit accumulated during the development stage
|
(89,117 | ) | (84,483 | ) | ||||
|
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)
|
(63,617 | ) | (58,983 | ) | ||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$ | - | $ | 2 | ||||
Going Concern (Note 1)
_________________________
Directors
The accompanying notes are an integral part of these financial statements.
- 4 -
SECURE WINDOW BLINDS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
|
Three Months ended
March 31, 2012
|
Three Months ended
March 31, 2011
|
November 27, 2006 (inception)
to March 31, 2012
|
||||||||||
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REVENUE
|
$ | - | $ | - | $ | - | ||||||
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EXPENSES
|
||||||||||||
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Office and general
|
134 | 96 | 8,644 | |||||||||
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Professional fees
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4,500 | 3,500 | 79,853 | |||||||||
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TOTAL EXPENSES
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4,634 | 3,596 | 88,497 | |||||||||
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OPERATING LOSS
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(4,634 | ) | (3,596 | ) | (88,497 | ) | ||||||
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OTHER INCOME (EXPENSES)
|
||||||||||||
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Exchange loss
|
- | - | (620 | ) | ||||||||
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TOTAL OTHER INCOME (EXPENSES)
|
- | - | (620 | ) | ||||||||
|
NET LOSS FOR THE YEAR
|
$ | (4,634 | ) | $ | (3,596 | ) | $ | (89,117 | ) | |||
|
BASIC LOSS PER COMMON SHARE
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
|
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING-BASIC
|
10,620,000 | 10,620,000 | ||||||
The accompanying notes are an integral part of these financial statements.
- 5 -
SECURE WINDOW BLINDS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM NOVEMBER 27, 2006 (INCEPTION) TO MARCH 31, 2012
(Uaudited)
| Deficit | |||||||||||||||||||||
| Accumulated | |||||||||||||||||||||
| Share | During the | ||||||||||||||||||||
| Common Stock | Additional | Subscription | Development | ||||||||||||||||||
| Number of Shares | Amount | Paid-in Capital | Receivable | Stage | Total | ||||||||||||||||
|
Common shares issued for cash –
at $0.001 per share, December 15, 2006
|
7,000,000 | $ | 7,000 | $ | - | $ | - | $ | - | $ | 7,000 | ||||||||||
|
Share subscription receivable
|
- | - | (7,000 | ) | (7,000 | ) | |||||||||||||||
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Net loss for the year ended December 31, 2006
|
- | - | - | - | (953 | ) | (953 | ) | |||||||||||||
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Balance, December 31, 2006
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7,000,000 | 7,000 | - | (7,000 | ) | (953 | ) | (953 | ) | ||||||||||||
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Subscription received, March 5, 2007
|
- | - | - | 7,000 | - | 7,000 | |||||||||||||||
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Net loss for the year ended December 31, 2007
|
- | - | - | - | (7,739 | ) | (7,739 | ) | |||||||||||||
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Balance, December 31, 2007
|
7,000,000 | 7,000 | - | - | (8,692 | ) | (1,692 | ) | |||||||||||||
|
Common shares issued for cash –
at $0.025 per share
|
620,000 | 620 | 14,880 | - | - | 15,500 | |||||||||||||||
|
Common shares issued for cash –
at $0.001 per share
|
3,000,000 | 3,000 | - | - | - | 3,000 | |||||||||||||||
|
Net loss for the year ended December 31, 2008
|
- | - | - | - | (16,944 | ) | (16,944 | ) | |||||||||||||
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Balance, December 31, 2008
|
10,620,000 | 10,620 | 14,880 | - | (25,636 | ) | (136 | ) | |||||||||||||
|
Net loss for the year ended December 31, 2009
|
- | - | - | - | (20,948 | ) | (20,948 | ) | |||||||||||||
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Balance, December 31, 2009
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10,620,000 | 10,620 | 14,880 | - | (46,584 | ) | (21,084 | ) | |||||||||||||
|
Net loss for the year ended December 31, 2010
|
- | - | - | - | (19,650 | ) | (19,650 | ||||||||||||||
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Balance, December 31, 2010
|
10,620,000 | 10,620 | 14,880 | - | (66,234 | ) | (40,734 | ) | |||||||||||||
|
Net loss for the year ended December 31, 2011
|
- | - | - | - | (18,249 | ) | (18,249 | ) | |||||||||||||
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Balance, December 31, 2011
|
10,620,000 | 10,620 | 14,880 | (84,483 | ) | (58,983 | ) | ||||||||||||||
|
Net loss for the period ended March 31, 2012
|
- | - | - | - | (4,634 | ) | (4,634 | ) | |||||||||||||
|
Balance, March 31, 2012
|
10,620,000 | $ | 10,620 | $ | 14,880 | $ | - | $ | (89,117 | ) | $ | (63,617 | ) | ||||||||
The accompanying notes are an integral part of these financial statements.
- 6 -
SECURE WINDOW BLINDS, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
Three months ended
March 31, 2012
|
Three months ended
March 31, 2011
|
From November 27, 2006
(date of inception)
to March 31, 2012
|
||||||||||
|
OPERATING ACTIVITIES
|
||||||||||||
|
Net loss for the period
|
$ | (4,634 | ) | $ | (3,596 | ) | $ | (89,117 | ) | |||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
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Changes in operating assets and liabilities:
|
||||||||||||
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Increase (decrease) in Accounts payables and accrued liabilities
|
(5,396 | ) | 3,500 | 27,247 | ||||||||
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NET CASH USED IN OPERATING ACTIVITIES
|
(10,030 | ) | (96 | ) | (61,870 | ) | ||||||
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CASH FLOW FROM FINANCING ACTIVITIES
|
||||||||||||
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Proceeds on sale of common stock
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- | - | 25,500 | |||||||||
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Proceeds from related parties
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10,028 | 106 | 36,370 | |||||||||
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NET CASH PROVIDED BY FINANCING ACTIVITIES
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10,028 | 106 | 61,870 | |||||||||
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NET INCREASE (DECREASE) IN CASH
|
(2 | ) | 10 | - | ||||||||
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CASH, BEGINNING
|
2 | 1 | - | |||||||||
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CASH, ENDING
|
$ | - | $ | 11 | $ | - | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
Cash paid during the period for:
|
||||||||||||
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Interest
|
$ | - | $ | - | $ | - | ||||||
|
Income taxes
|
$ | - | $ | - | $ | - | ||||||
The accompanying notes are an integral part of these financial statements.
- 7 -
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Secure Window Blinds, Inc. (the “Company”) is incorporated on November 27, 2006 under the laws of the State of Nevada and extra-provincially registered under the laws of the Province of Ontario on February 2, 2007. The Company is in the initial development stage and was organized to engage in the business of producing a unique secure window blind. The fiscal year end of the Company is December 31.
Going concern
To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $89,117. As at March 31, 2012, the Company has a working capital deficit of $63,617. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business
by way of private placements and advances from related parties as may be required. As of March 31, 2012 the Company has issued 10,000,000 founders shares at $0.001 per share for net proceeds of $10,000 to the Company and 620,000 private placement shares at $0.025 per share for net proceeds of $15,500 to the Company. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Unaudited Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2011 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read
in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.
Segmented Reporting
FSAB ASC 280, “Disclosure about Segments of an Enterprise and Related Information”, changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders. It also requires entity-wide disclosures about the products and services the entity provides, the material countries in which it holds assets and reports revenues and its major customers.
For the period ended March 31, 2012, all business operations took place in Ontario, Canada.
Comprehensive Loss
“Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2012, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.
- 8 -
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial Instruments
All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
Loss per Common Share
Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of the Company. Because the Company does not have any potential dilutive securities, the accompanying presentation is only on the basic loss per share.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
Stock-based Compensation
The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited
exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. As at March 31, 2012 the Company had not adopted a stock option plan nor had it granted any stock options. Accordingly no stock-based compensation has been recorded to date.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – STOCKHOLDERS’ EQUITY/DEFICIT
The Stockholders’ Equity/Deficit section of the Company contains the following classes of Capital Stock as of March 31, 2012.
|
-
|
Common stock $0.001 par value: 75,000,000 shares authorized: 10,620,000 shares issued and outstanding.
|
On December 15, 2006, the Company issued 7,000,000 common shares at $0.001 per share to the sole director and President of the Company for cash proceeds of $7,000.
On May 12, 2008, the Company issued 3,000,000 common shares at $0.001 per share to the sole director and President of the Company for cash proceeds of $3,000.
From September to August, 2008, the Company issued 620,000 shares through private placements at $0.025 per share for net proceeds to the Company of $15,500.
- 9 -
NOTE 4 – RELATED PARTY TRANSACTIONS
On December 15, 2006 the Company issued 7,000,000 shares of common stock at $0.001 per share to its sole director and President of the Company for cash proceeds of $7,000. On May 12, 2008 the Company issued 3,000,000 shares of common stock at $0.001 per share to its sole director and President of the Company for cash proceeds of $3,000. During the period ending March 31, 2012 the President of the Company paid outstanding payables owed by the Company of $10,028. As at March 31, 2012 the Company has a shareholders loan in the amount of $36,370 owed to the President of the Company. The amounts due to the related party are unsecured and non- interest-bearing with no set terms of
repayment.
NOTE 5 – INCOME TAXES
The Company has adopted the FASB for reporting purposed. As of March 31, 2012 the Company had net operating loss carry forwards of approximately $89,117 that may be available to reduce future years’ taxable income and will expire beginning in 2026. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carryforwards.
NOTE 6 – SUBSEQUENT EVENTS
In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of issuance of the unaudited financial statements. Subsequent to the period ended March 31, 2012, the Company did not have any material recognizable subsequent events.
- 10 -
ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
Secure Window Blinds, Inc. (“Secure Window Blinds” the “Company,” “we,” “us”) is a development stage company, incorporated on November 27, 2006, in the State of Nevada. We intend to offer a unique window blind system, which, in addition to having all the functionality of an ordinary venetian blind, it will also be a home security device by making any window impenetrable.
We did not generate any revenue during the quarter ended March 31, 2012.
Total expenses for the three months ending March 31 2012 were $4,634 resulting in an operating loss for the fiscal quarter of $4,634. Total expenses for the three months ending March 31 2011 were $3,596 resulting in an operating loss for that fiscal quarter of $3,596. The operating loss for the three month period ending March 31, 2012 is a result of professional fees of $4,500, office and general expenses of $134. The operating loss of $3,596 for the period ended March 31, 2011 was a result of professional fees of $3,500 and office and general expenses of $96.
As of March 31, 2012 our President has advanced $36,370 to the Company. This amount is unsecured, non-interest bearing and without specific terms of repayment.
As at March 31, 2012 we had nil available in cash and accounts payable of $27,247.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay our bills. Additional capital is required because we have not generated any revenues and no revenues are anticipated until we begin operations. Accordingly, we must raise cash and our only sources of cash at this time are advances from our officer and director and investments made by others through sale of our common equity or from operating loans.
We expect that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. We will also be incurring professional and administrative expenses as well expenses associated with maintaining our SEC filings. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all.
Plan of Operation
In our initial stage of operation we plan to build a manual secure blind prototype that will demonstrate the products features and functions. If sufficient financing is available we also plan to develop a motorized version of the window blind which could possibility be integrated into home alarm and security systems. The cost of product development is estimated at $27,000
Once the prototypes have been built, we then intend to arrange for a suitable location from which to manufacture our window blinds and then purchase the necessary material and machinery to cut and paint the slats. The cost of the required machinery will be approximately $15,000
Once our product is ready for manufacturing we will initiate our marketing campaign. We intend to market our window blinds using an Internet website to showcase the products and establish a sales portal. The marking plan also includes contacting and negotiating exclusive partnerships with home security and insurance companies; attend trade shows; distribute flyers and place advertisements in newspapers and magazines. Our sales and marketing activity is anticipated to cost approximately $30,000. We do not expect to be hiring any employees until the prototypes have been developed and the window blind has been made.
Off Balance Sheet Arrangements
As of the date of this quarterly report, the current funds available to the Company will not be sufficient to continue operations. The cost to maintain the Company and begin operations has been estimated at $72,000 over the next twelve months and the cost of maintaining our reporting status is estimated to be $15,000 over the same period. Our officer and director, Mr. Pizzacalla has undertaken to provide the Company with operating capital to sustain our business during this twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing this undertaking. Management believes if the Company cannot raise sufficient
revenues or maintain our reporting status with the SEC we will have to cease all efforts directed towards the Company.
There are no other off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have future effect on the business, financial condition, revenue or expenses and/or result of operations.
- 11 -
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding
required disclosure.
In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in our Form 10-K Part II, Item 9A(T) as of December 31, 2011, our disclosure controls and procedures were not effective
due to the existence of material weaknesses in our internal controls over financial reporting, as discussed below.
Management's Report on Internal Control Over Financial Reporting
As of December 31, 2011 management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, our President and principal executive officer, who also acts as our principal financial officer, concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to the lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our President and
principle accounting officer in connection with the review of our financial statements as of December 31, 2011.
Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on our board of directors, results in ineffective oversight in the establishment and monitoring of required internal controls and procedures which could result in a material misstatement in our financial statements in future periods.
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated or plan to initiate the following series of measures.
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
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Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this quarterly report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None
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ITEM 6. EXHIBITS
31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1 Section 1350 Certification of Chief Executive Officer
32.2 Section 1350 Certification of Chief Financial Officer **
101.LAB*** XBRL Taxonomy Extension Label Linkbase
101.PRE*** XBRL Taxonomy Extension Presentation Linkbase
101.INS*** XBRL Instance Document
101.SCH*** XBRL Taxonomy Extension Schema
101.CAL*** XBRL Taxonomy Extension Calculation Linkbase
101.DEF*** XBRL Taxonomy Extension Definition Linkbase
* Included in Exhibit 31.1
** Included in Exhibit 32.1
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Includes the following materials contained in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Changes in Equity, (iv) the Statements of Cash Flows, and (v) Notes.
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SIGNATURES
Pursuant to the requirements of the Exchange Act or 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Secure Window Blinds, Inc.
BY: /s/ Anthony Pizzacalla
Anthony Pizzacalla
President, Secretary Treasurer, Principal Executive Officer,
Principal Financial Officer and Director
Dated: May 18, 2012