Attached files
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 June 30, 2012
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from __________ to __________
Commission File Number: 000-53853
ART DIMENSIONS, INC.
------------------------------
(Exact name of registrant as specified in its charter)
Colorado 80-0182193
------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3636 S. Jason St.
Englewood, CO 80113
-----------------------------------
(Address of principal executive offices, including Zip Code)
(303) 781-3377
---------------------------
(Issuer's telephone number, including area code)
N/A
-----------------------------------
(Former name or former address 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 [ ]
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 (ss.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 [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small 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 [ ] No [X]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 1,082,060 shares of common stock as
of August 14, 2012.
ART DIMENSIONS, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
June 30, December 31,
2012 2011
---------------- -------------
ASSETS
Current assets
Cash $ 343 $ 443
Accounts Receivable $ - $ -
-------- -------
Total current assets 343 443
-------- -------
Total Assets $ 343 $ 443
======== =======
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payables $ - $ 7,509
Accounts payable - related party 22,297 2,350
Accrued interest 924 183
Short term debt 3,250 3,250
Note payable related party 10,700 10,700
Payable to affiliated party - 24,800
-------- -------
Total current liabilities 37,171 48,792
-------- -------
Total Liabilities 37,171 48,792
-------- -------
Stockholders' Equity
Preferred stock, no par value;
1,000,000 shares authorized;
no shares issued and outstanding - -
Common stock, no par value;
50,000,000 shares authorized;
1,082,060 shares issued and
outstanding 2,000 2,000
Additional paid in capital 36,665 11,865
Deficit accumulated during
the dev. stage (75,493) (62,214)
-------- -------
Total Stockholders' Equity (36,828) (48,349)
-------- -------
Total Liabilities and
Stockholders' Equity $ 343 $ 443
======== =======
The accompanying notes are an integral part of the
unaudited financial statements.
2
ART DIMENSIONS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Three Month Three Month
Period Ended Period Ended
June 30, 2012 June 30, 2011
--------------- --------------
(Unaudited) (Unaudited)
Sales - net of returns $ - $ -
Operating expenses:
Accounting & legal 7,060 -
General and administrative 1,124 3,497
------------- -------------
8,184 3,497
------------- -------------
Gain (loss) from operations (8,184) (3,497)
------------- -------------
Other income (expense):
Interest (462) -
------------- -------------
Total other income (expense) (462) -
Income (loss) before provision
for income taxes (8,646) (3,497)
Provision for income tax - -
------------- -------------
Net income (loss) $ (8,646) $ (3,497)
============= =============
Net income (loss) per share
(Basic and fully diluted) $ (0.01) $ (0.00)
============= =============
Weighted average number of
common shares outstanding 1,082,060 1,082,060
============= =============
The accompanying notes are an integral part of the
unaudited financial statements.
3
ART DIMENSIONS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Period From
Six Month Six Month January 29, 2008
Period Ended Period Ended (Inception)
June 30, June 30, Through
2012 2011 June 30, 2012
---------------- -------------- -------------------
(Unaudited) (Unaudited) (Unaudited)
Sales - net of returns $ - $ - $ 4,247
Operating
expenses:
Accounting & legal 11,115 - 43,762
General and administrative 1,423 12,425 35,054
------------ ---------- ----------
12,538 12,425 78,816
------------ ---------- ----------
Gain (loss) from
operations (12,538) (12,425) (74,569)
------------ ---------- ----------
Other income (expense):
Interest (741) - (924)
------------ ---------- ----------
Total other income (expense) (741) - (924)
Income (loss) before
provision for income taxes (13,279) (12,425) (75,493)
Provision for income tax - - -
------------ ---------- ----------
Net income (loss) $ (13,279) $ (12,425) $ (75,493)
============ ========== ==========
Net income (loss) per share
(Basic and fully diluted) (0.01) (0.01)
============ ==========
Weighted average number
of common shares
outstanding 1,082,060 1,082,060
============ ==========
The accompanying notes are an integral part of the
unaudited financial statements.
4
ART DIMENSIONS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Deficit
Common Stock Accumulated
------------------ During the
Amount No Paid In Development Stockholders'
Shares Par Value Capital Stage Equity
------ ---------- -------- ---------- --------------
Balances at January 29, 2008 (Inception) - $ - $ - $ - $ -
Compensatory stock issuance -
January 29, 2009 shares issued for
formation services at service value 2,000,000 2,000 2,000
Compensatory warrant issuances -
January 29, 2009 shares issued for
consulting services at service value 3,407 3,407
Net income (loss) for the period (6,589) (6,589)
--------- ------- -------- -------- --------
Balances at December 31, 2008 2,000,000 $ 2,000 $ 3,407 $ (6,589) $ (1,182)
Redemption and redistribution of shares
from spin off from parent (917,940) -
Debt relief from spin off 8,458 8,458
Net income (loss) for the year (5,911) (5,911)
--------- ------- -------- -------- --------
Balances at December 1,082,060 $ 2,000 $ 11,865 $(12,500) $ 1,365
========= ======= ======== ======== ========
Net income (loss) for the year (18,609) (18,609)
--------- ------- -------- -------- --------
Balances at December 31, 2010 1,082,060 $ 2,000 $ 11,865 $(31,109) $(17,244)
========= ======= ======== ======== ========
Net income (loss) for the year (31,105) (31,105)
--------- ------- -------- -------- --------
Balances at December 31, 2011 1,082,060 $ 2,000 $ 11,865 $(62,214) $(48,349)
========= ======= ======== ======== ========
Debt forgiveness by shareholder $ 24,800 $ 24,800
Net (loss) March 31, 2012 (Unaudited) (13,279) (13,279)
--------- ------- -------- -------- --------
Balances at June 30, 2012 (Unaudited) 1,082,060 $ 2,000 $ 36,665 $(75,493) $(36,828)
========= ======= ======== ======== ========
The accompanying notes are an integral part of the
unaudited financial statements.
5
ART DIMENSIONS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Period From
January 29,
Six Month Six Month 2008
Period Ended Period Ended (Inception)
June 30, June 30, Through
2012 2011 June 30, 2012
---------------- --------------- --------------
(Unaudited) (Unaudited) (Unaudited)
Cash Flows From Operating Activities:
Net income (loss) $ (13,279) $ (12,425) $ (75,493)
Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Common stock issued for services - - 2,000
Warrant expense - - 3,407
Changes in operating assets and
liabilities:
Accounts Receivable - 533 -
Accounts payable (7,509) 2,797 3,250
Related party payables 19,947 (3,513) 30,755
Interest payable 741 - 924
--------- --------- ---------
Net cash provided by (used for)
operating activities (100) (12,608) (35,157)
--------- --------- ---------
Cash Flows From Investing Activities:
Net cash provided by (used for)
investing activities - - -
--------- --------- ---------
Cash Flows From Financing Activities:
Conversion of accounts payable into
notes payable - - -
Borrowings on debt - related party - 2,500 10,700
Borrowing on debt - affiliated
company - 9,600 24,800
--------- --------- ---------
Net cash provided by (used for)
financing activities - 12,100 35,500
--------- --------- ---------
Net Increase (Decrease) In Cash (100) (508) 343
--------- --------- ---------
Cash At The Beginning Of The Period 443 736 -
========= ========= =========
Cash At The End Of The Period $ 343 $ 228 $ 343
========= ========= =========
Schedule Of Non-Cash Investing And
Financing Activities Conversion
of accounts payable into notes payable $ - $ - $ 3,250
Forgiveness of debt $ 24,800 $ 24,800
Supplemental Disclosure
Cash paid for interest $ - $ - $ -
Cash paid for income taxes $ - $ - $ -
The accompanying notes are an integral part of the
unaudited financial statements.
5
ART DIMENSIONS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2012
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Art Dimensions, Inc. (the "Company"), was incorporated in the State of Colorado
on January 29, 2008. The Company was formed to provide art consulting and
marketing services and advise or represent individuals who are in the business
of creating, producing and selling art.
Basis of Presentation
The accompanying unaudited interim financial statements of Art Dimensions Inc.
have been prepared in accordance with accounting principles generally accepted
in United States of America and the rules of the Securities and Exchange
Commission ("SEC"), and should be read in conjunction with the audited financial
statements and notes thereto contained in the Company's latest Annual Report
filed with SEC on Form 10-K. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
the results of operations for the interim periods presented have been reflected
herein. The results of operations for such interim periods are not necessarily
indicative of operations for a full year. Notes to the consolidated financial
statements which would substantially duplicate the disclosure contained in the
audited financial statements for the most recent fiscal year, 2011, as reported
in Form 10-K, have been omitted.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect 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 reporting period. Actual results
could differ from those estimates.
Reclassification
Certain prior year amounts have been reclassified to conform to the current year
presentation.
Recent Accounting Pronouncements
The Company has evaluated all the recent accounting pronouncements through the
filing date and believes that none of them will have a material effect on the
Company.
7
ART DIMENSIONS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2012
(Unaudited)
Note 2. Going Concern
The Company has suffered recurring losses from operations and has a working
capital deficit. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The company may raise additional capital
through the sale of its equity securities, through offerings of debt securities,
or through borrowings from financial institutions. Management believes that
actions presently being taken to obtain additional funding provide the
opportunity for the company to continue as a going concern.
Note 3. Related Party Transactions
The Company's major shareholder advanced $10,700 at 8% interest and is payable
on demand. As of June 30, 2012 and 2011, the company has accrued interest of
$924 and $-0-, respectively, on the note payable. Interest expense for the six
months ended June 30, 2012 and 2011 was $741 and $-0- respectively.
During the period ended June 30, 2012 officers of the Company advanced an
additional $19,947.
The Company has borrowed $24,800 from a company affiliated through common
control. The related party payable balance was $24,800 at December 31, 2011. The
loan does not bear interest and is payable upon demand. In connection with a
change of control of Art Design, the outstanding payable to this affiliate was
forgiven. The transaction was recorded as a distribution to shareholders and was
reflected in the change in equity as of June 30, 2012.
8
FORWARD LOOKING STATEMENTS
The information contained in this Form 10-Q contains certain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve risks and uncertainties, including among
other things, statements regarding our capital needs, business strategy and
expectations. Any statement which does not contain a historical fact may be
deemed to be a forward-looking statement. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should",
"expect", "plan", "intend", "anticipate", "believe", "estimate", "predict",
"potential" or "continue", the negative of such terms or other comparable
terminology. In evaluating forward looking statements, you should consider
various factors outlined in our latest Form 10-K, filed with the U.S. Securities
Exchange Commission ("SEC") on June 30, 2012, and, from time to time, in other
reports we file with the SEC. These factors may cause our actual results to
differ materially from any forward-looking statement. We disclaim any obligation
to publicly update these statements, or disclose any difference between our
actual results and those reflected in these statements.
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of
Operation
The Company was incorporated in Colorado in January 2008. The Company has
generated only limited revenues since its formation and has nominal assets. The
Company has been inactive since the summer of 2010.
During the three months ended June 30, 2012:
o Legal and Accounting expenses increased from the prior period since
the Company changed auditors in late 2010. The Company's new auditors
charged more than the Company's previous auditor for reviewing the
Company's 10-Q reports and auditing the Company's financial statements
for the years ended December 31, 2011 and 2010; and
o General and Administrative expenses decreased from the prior period
due to the costs associated with adding Interactive Data Files to the
Company's website and 1934 Act reports in 2011.
Contractual Obligations
The following table summarizes the Company's contractual obligations as of
June 30, 2012:
Total 2012 2013 2014
----- ---- ---- ----
Loan Payments $13,950 $13,950 -- --
During the year ended December 31, 2011 and the three months ended June 30,
2012 the Company did not generate any revenue. The Company does not have any
internal or external sources of liquidity. The Company does not have any
commitments from any person to provide the Company with any capital.
9
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or
are reasonable likely to have a current or future effect on the Company's
financial condition, changes in financial condition, results of operations,
liquidity or capital resources
Item 4. Controls and Procedures.
(a) We maintain a system of controls and procedures designed to ensure that
information required to be disclosed in reports filed or submitted under the
Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded,
processed, summarized and reported within time periods specified in the SEC's
rules and forms and to ensure that information required to be disclosed by us in
the reports that we file or submit under the 1934 Act is accumulated and
communicated to our management, including our Principal Executive and Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.
As of June 30, 2012, our Principal Executive and Financial Officer evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on that evaluation, our Principal Executive and Financial
Officer concluded that our disclosure controls and procedures were effective.
(b) Changes in Internal Controls. There were no changes in our internal
control over financial reporting during the quarter ended June 30, 2012 that
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART II
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 6. Exhibits
Exhibits
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act.
10
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.
ART DIMENSIONS, INC.
August 20, 2012 By: /s/ Rebecca Gregarek
------------------------------------
Rebecca Gregarek, Chief Executive
Officer
By: /s/ Kathy Sheehan
------------------------------------
Kathy Sheehan, Principal inancial and
Accounting Officer
1
