Be Active Holdings, Inc. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Be Active Holdings, Inc.	Financial_Report.xls
EX-32.1 - Be Active Holdings, Inc.	q1100808_ex32-1.htm
EX-31.1 - Be Active Holdings, Inc.	q1100808_ex31-1.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 September 30, 2012

o	TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission file number 333-174435

SUPERLIGHT INC.

(Name of Registrant as specified in its charter)

Delaware	68-0678429
(State or other jurisdiction of incorporation of organization)	(I.R.S. Employer Identification No.)

101 Middlesex Turnpike

# 0312 Suite 6

Burlington, Massachusetts 01803

(Address of principal executive office)

646-820-5493

(Registrant’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 the 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 o No x

As of November 14, 2012, 126,324,690 shares of Common Stock, par value $0.0001 per share, were issued and outstanding.

RELIANCE ON SECURITIES EXCHANGE COMMISSION EXEMPTIVE ORDER

PURSUANT TO SECTIONS 17A and 36 of the SECURITIES AND EXCHANGE ACT OF 1934

(SEC Release No. 68224 dated November 14, 2012)

The registrant is filing this Quarterly Report on Form 10-Q, for the period ended September 30, 2012, in reliance on the Securities Exchange Commission’s Exemptive Order, issued pursuant to Sections 17A and 36 of the Securities and Exchange Act of 1934 and contained in SEC Release No. 68224 dated November 14, 2012. The registrant was unable to meet the original filing deadline for the above-referenced report as a result of Hurricane Sandy and its aftermath due primarily to slowdowns in the processing and confirmation of XBRL tagging and accuracy.

Table of Contents

		Page

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1 - F-10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5
Item 4.	Controls and Procedures	5

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	5
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5
Item 3.	Defaults Upon Senior Securities	5
Item 4.	Mine Safety Disclosures	5
Item 5.	Other Information	5
Item 6.	Exhibits	5
Signatures		6

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

SUPER LIGHT INC.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012


Financial Statements-

Balance Sheets as of September 30, 2012 and December 31, 2011			F-2

Statements of Operations for the Three and Nine months Ended September 30, 2012 and 2011 and Cumulative from Inception			F-3

Statement of Stockholders’ Equity for the Period from Inception through September 30, 2012			F-4

Statements of Cash Flows for the Nine months Ended September 30, 2012 and 2011 and Cumulative from Inception			F-5

Notes to Financial Statements			F-6

F-1

SUPER LIGHT INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011

ASSETS
	As of			As of
	September 30,			December 31,
	2012			2011
	(Unaudited)			(Audited)
Current Assets:
Cash and cash equivalents	$	-		$	1,837
Total current assets		-			1,837

Total Assets	$	-		$	1,837

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	2,600		$	12,996
Due to shareholders		80			7,500
Total Current Liabilities		2,680			20,496

Commitments and Contingencies		-			-

Stockholders' Equity (Deficit):
Preferred stock, par value $0.0001 per share, 150,000,000 shares authorized;
no shares issued and outstanding		-			-
Common stock, par value $0.0001 per share, 400,000,000 shares authorized;
126,324,690 shares issued and outstanding		12,632			12,632
Additional paid-in capital		41,115			32,268
(Deficit) accumulated during development stage		(56,427	)		(63,559	)

Total stockholders' equity (deficit)		(2,680	)		(18,659	)

Total Liabilities and Stockholders' Equity	$	-		$	1,837

* Restated to reflect a stock split effected in the form of a stock dividend

The accompanying notes to financial statements are

an integral part of these statements

F-2

SUPER LIGHT INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011,

AND CUMULATIVE FROM INCEPTION (DECEMBER 27, 2007)

THROUGH SEPTEMBER 30, 2012

(Unaudited)

	Three Months			Three Months			Nine Months		Nine Months
	Ended			Ended			Ended		Ended			Cumulative
	September 30,			September 30,			September 30,		September 30,			From
	2012			2011			2012		2011			Inception

Revenues	$	-		$	-		$	85,300	$	-		$	94,180

Cost of goods sold	$	-		$	-		$	54,000	$	-		$	60,000

Gross profit		-			-			31,300		-			34,180

Expenses:
General and administrative-
Professional fees		2,800			14,550			21,705		29,451			69,259
Consulting fees		-			5,000			-		5,000			8,690
Filing fees		-			3,244			1,601		4,336			8,449
Franchise tax expense		-			-			400		585			985
Travel		-			-			-		-			3,753
Other		200			129			700		260			1,504

Total general and administrative expenses		3,000			22,923			24,406		39,633			92,640

Income/(Loss) from Operations		(3,000	)		(22,923	)		6,894		(39,633	)		(58,460	)

Other Income (Expense)
Gain (Loss) due to currency exchange		-			(506	)		238		466			2,033

Provision for income taxes		-			-			-		-			-

Net income/(Loss)	$	(3,000	)	$	(23,429	)	$	7,132	$	(39,167	)	$	(56,427	)

(Loss) Per Common Share:
(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		126,324,690			126,324,690	*		126,324,690		126,324,690	*

* Restated to reflect a stock split effected in the form of a stock dividend

The accompanying notes to financial statements are

an integral part of these statements.

F-3

SUPER LIGHT INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM INCEPTION (DECEMBER 27, 2007)

THROUGH SEPTEMBER 30, 2012

(Unaudited)

											(Deficit)
											Accumulated
					Stock			Additional			During the
	Common stock				Subscriptions			Paid-in			Development
Description	Shares*		Amount		Receivable			Capital			Stage			Totals

Balance - at inception		-	$	-	$	-		$	-		$	-		$	-

Common stock issued for cash ($0.0001/share)		81,172,492		8,117		(400	)		(7,717	)		-			-

Net (loss) for the period		-		-		-			-			(76	)		(76	)

Balance -December 31, 2009		81,172,492		8,117		(400	)		(7,717	)		(76	)		(76	)

Common stock issued for cash ($ 0.02/share)		45,152,198		4,515		-			39,985			-			44,500

Stock subscription payments received		-		-		400			-			-			400

Net (loss) for the period		-		-		-			-			(13,902	)		(13,902	)

Balance -December 31, 2010		126,324,690		12,632		-			32,268			(13,978	)		30,922

Net (loss) for the period		-		-		-			-			(49,581	)		(49,581	)

Balance - December 31, 2011		126,324,690		12,632		-			32,268			(63,559	)		(18,659	)

Donated capital		-		-		-			8,847			-			8,847

Net income for the period		-		-		-			-			7,132			7,132

Balance - September 30, 2012		126,324,690		12,632		-			41,115			(56,427	)		(2,680	)

* Restated to reflect a stock split effected in the form of a stock dividend

The accompanying notes to financial statements are

an integral part of these statements.

F-4

SUPER LIGHT INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011, AND

CUMULATIVE FROM INCEPTION (DECEMBER 27, 2007)

THROUGH SEPTEMBER 30, 2012

(Unaudited)

	Nine Months			Nine Months			Cumulative
	Ended			Ended			From
	September 30,			September 30,			Inception
	2012			2011

Operating Activities:
Net income/(loss)	$	7,132		$	(39,167	)	$	(56,427	)
Adjustments to reconcile net (loss) to net cash
provided by operating activities:
Changes in net assets and liabilities-
Accounts payable and accrued liabilities		(10,396	)		835			2,600

Net Cash Provided by/(Used in) Operating Activities		(3,264	)		(38,332	)		(53,827	)

Investing Activities:
Cash provided by investing activities		-			-			-

Net Cash Provided by Investing Activities		-			-			-

Financing Activities:
Due to shareholders		1,427			7,500			80
Proceeds from common stock		-			-			53,747

Net Cash Provided by Financing Activities		1,427			7,500			53,827

Net Increase/(Decrease) in Cash		(1,837	)		(30,832	)		-

Cash - Beginning of Period		1,837			30,922			-

Cash - End of Period	$	-		$	90		$	-

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

Supplemental schedule of non-cash investing and financing activities:
Shareholder loans were converted to donated capital	$	8,847		$	-		$	8,847

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

F-5

SUPER LIGHT INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Basis of Presentation and Organization

Super Light Inc. (the “Company”) is in the development stage, and has limited operations. The Company was incorporated under the laws of the State of Delaware on December 27, 2007. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.

Unaudited Interim Financial Statements

The interim financial statements of the Company as of September 30, 2012, and for the periods then ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2012, and the results of its operations and its cash flows for the periods ended September 30, 2012, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2012. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2011, filed with the SEC, for additional information, including significant accounting policies.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Foreign Currency Transactions

The functional currency of the Company is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are translated at period-end exchange rates. These translation adjustments are included in net income. Foreign exchange gains and losses arising from transactions denominated in a currency other than the functional currency of the entity are included in net income.

Revenue Recognition

The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Earnings/Loss per Common Share

Basic earnings/loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted earnings/loss per share is computed similar to basic earnings/loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period ended September 30, 2012.

F-6

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. The carrying value of accounts payable and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

Lease Obligations

All non-cancellable leases with an initial term greater than one year are categorized as either capital leases or operating leases. Assets recorded under capital leases are amortized according to the methods employed for property and equipment or over the term of the related lease, if shorter.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. Actual results could differ from those estimates made by management.

F-7

Fiscal Year End

The Company has adopted a fiscal year end of December 31.

2. Development Stage Activities and Going Concern

The Company is currently in the development stage, and has limited operations. The business plan of the Company is to become a leading low cost disposable baby diaper brand in Israel.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. As of September 30, 2012 the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

3. Common Stock

On January 8, 2008, the Company issued 60,879,366 (post stock split) shares of common stock to the director of the Company, for a $300 subscription receivable. Payment was received in 2010.

On July 20, 2009, the Company issued 20,293,122 (post stock split) shares of common stock to the secretary of the Company, for a $100 subscription receivable. Payment was received in 2010.

On November 20, 2009, the Company began a capital formation activity through a PPO, exempt from registration under the Securities Act of 1933, to raise up to $40,000 through the issuance of 40,586,244 (post stock split) shares of its common stock, par value $0.0001 per share, at an offering price of $0.02 per share. As of May 9, 2010, the Company raised $35,500 in proceeds with the issuance of 36,020,291 (post stock split) shares of its common stock and the offering ended.

On April 12, 2010, the Company issued 9,131,905 (post stock split) shares of common stock to the secretary of the Company, par value $0.0001 per share, at an offering price of $0.02 per share. Payment of $9,000 was received in April 2010.

The Company submitted a Registration Statement on Form S-1 to the Securities and Exchange Commission (“SEC”) to register 36,020,291 (post stock split) of its outstanding shares of common stock on behalf of selling stockholders. The Registration Statement was declared effective on November 10, 2011. The Company will not receive any of the proceeds of this registration activity once the shares of common stock are sold.

On August 13, 2012, the Company authorized a stock dividend whereby each shareholder of record on August 13, 2012 received 20.2931229 shares of common stock, par value $0.0001 per share of the Company, for every one share of Common Stock owned. This stock dividend was accounted for as a stock split and the accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this stock split.

F-8

4. Income Taxes

The provision (benefit) for income taxes for the periods ended September 30, 2012 and 2011 was as follows (assuming a 23% effective tax rate):

	2012			2011

Current Tax Provision:
Federal-
Taxable income	$	7,131		$	-
Less: prior net operating losses		(7,131	)		-
Total current tax provision	$	-		$	-

Deferred Tax Provision:
Federal-
Loss carryforwards	$	-		$	9,008
Change in valuation allowance		-			(9,008	)

Total deferred tax provision	$	-		$	-

The Company had deferred income tax assets as of September 30, 2012 and December 31, 2011 as follows:

	2012			2011

Loss carryforwards	$	12,978		$	14,619
Less - Valuation allowance		(12,978	)		(14,619	)

Total net deferred tax assets	$	-		$	-

The Company provided a valuation allowance equal to the deferred income tax assets for the period ended September 30, 2012 and for the year ended December 31, 2011 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of September 30, 2012, the Company had approximately $56,428 in tax loss carryforwards that can be utilized future periods to reduce taxable income, and expire by the year 2031.

The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.

The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed.

5. Related Party Loans and Transactions

On January 8, 2008, the Company issued 60,879,366 (post stock split) shares of common stock to the director of the Company, for a $300 subscription receivable. Payment was received in 2010.

On July 20, 2009, the Company issued 20,293,122 (post stock split) shares of common stock to the secretary of the Company, for $100 subscription receivable. Payment was received in 2010.

F-9

As of September 30, 2012, loans from related parties amounted to $80 and represented working capital advance from a Director who is also a stockholder of the Company. The loan is unsecured, non-interest bearing, and due on demand.

6. Recent Accounting Pronouncements

In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRSs")." Under ASU 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not believe that the adoption of ASU 2011-04 will have a material impact on the Company's results of operation and financial condition.

In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income," ("ASU 2011-05") which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. The Company does not believe that the adoption of ASU 2011-05 will have a material impact on the Company's results of operation and financial condition.

There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows.

F-10

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

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operationsshould be read in conjunction with the financial statements and the notes thereto included elsewhere in this report and with the Management's Discussion and Analysis of Financial Condition and Results of Operationsand the financial statements for the year ended December 31, 2010 and for the period ended September 30, 2011,and the notes thereto included in our Registration Statement on Form S-1, which became effective on November 10, 2011, and with the Management's Discussion and Analysis of Financial Condition and Results of Operationsand the financial statements for the year ended December 31, 2011, and the notes thereto included in our Annual Report on Form 10-K, with the Management's Discussion and Analysis of Financial Condition and Results of Operationsand the financial statements for the period ended March 31, 2012, and the notes thereto included in our Quarterly Report on Form 10-Q for the period ended March 31, 2012 and with the Management's Discussion and Analysis of Financial Condition and Results of Operations and the financial statements for the period ended June 30, 2012, and the notes thereto included in our Quarterly Report on Form 10-Q for the period ended June, 2012.

Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operationscontains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates, forecasts and projections about us, our future performance, the industry in which we operate, our beliefs and our management’s assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

For a description of such risks and uncertainties refer to our Registration Statement on Form S-1 (Registration No. 333-174435) filed with the Securities and Exchange Commission, which became effective on November 10, 2011. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we do not have any intention or obligation to update publicly any forward-looking statements or risk factors included herein, whether as a result of new information, future events, changes in assumptions or otherwise.

Results of Operations

For the nine months ended September 30, 2012, we had revenues of $85,300, as compared with $0 for the nine months ended September 30, 2011. The revenues came from the sale of diapers. Expenses decreased from $39,633 in the nine months ended September 30, 2011 to $24,406 in the nine months ended September 30, 2012. The decrease in expenses was mainly a result of a decrease in professional fees. It should be noted that we had no revenues and no sales during the third quarter of 2012.

For the nine months ended September 30, 2012, we earned a net profit of $7,132, as compared to a net loss of $39,167 in the nine moths ended September 30, 2011. The change from loss to profit resulted from diaper sales during the first quarter of 2012.Our cumulative net loss during the period from December 27, 2007 (inception) through September 30, 2012 was $56,427.

Liquidity and Capital Resources

We estimate that we will require approximately $40,500 for the next 12 months of operations if we continue to effectuate our current business plan. We may not have sufficient resources to effectuate our current business plan. As of September 30, 2012, we had no available cash. If we continue to effectuate our current business plan, we expect to incur a minimum of $40,500 in expenses during the next 12 months of operations, and we will have to find those funds elsewhere if we do not succeed in making sufficient sales. Most of this money would be used for our market development and sales activities. We are also investigating alternative business opportunities, which may include a merger with another company.

Going Concern Consideration

As of September 30, 2012 our cash resources were insufficient to meet our current business plan. These and other factors raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Additional Capital Formation Activities

On January 8, 2008, we issued 3,000,000 shares of common stock to Mr. Zeev Joseph Kiper, our former President, Chief Executive Officer, Treasurer and Director, in an exempt transaction under Section 4(2) of the Securities Act, for a $300 subscription receivable, which has since been paid.

On July 20, 2009, we issued 1,000,000 shares of our common stock to Ms. Hana (Hani) Abu, our former Secretary and Director, in an exempt transaction under Section 4(2) of the Securities Act for cash payment to us of $100.

On April 12, 2010, we issued 450,000 shares of our common stock to Ms. Hana (Hani) Abuin an exempt transaction under Section 4(2) of the Securities Act for cash payment to us of $9.000.

Between November, 2009 and April 2010, the Company began a capital formation activity through a Private Placement Offering, exempt from registration under the Securities Act of 1933, to raise up to $40,000 through the issuance of up to 2,000,000 shares of its common stock, par value $0.0001 per share, at an offering price of $0.02 per share. The $0.02 per share price was determined arbitrarily by the Company. It did not necessarily bear any relationship to the Company's assets' value, net worth, revenues, or other established criteria of value, and should not be considered indicative of the actual value of the shares. As of May 9, 2010, the Company had received $35,500 in proceeds from the Private Placement Offering.

As of September 30, 2012, we had $80 in loans from related parties, which represent working capital advances from the sole officer and director of the Company. The loans are unsecured, non-interest bearing, and due on demand.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of 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 have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of the end of the period covered by this report and have concluded that the disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls

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

None.

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

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit
Number		Description

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

	SUPERLIGHTINC.

Date: November 20, 2012	By:	/s/ Glenn Kesner
		Name: Glenn Kesner
		Title: Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer)

Attached files

Be Active Holdings, Inc. Reports

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