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EX-32 - SNCI EX 32.2 TO 10Q/A1 - Moxian, Inc.f322s90693011.htm
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EXCEL - IDEA: XBRL DOCUMENT - Moxian, Inc.Financial_Report.xls



U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549


FORM 10-Q/A

AMENDMENT NO. 1



[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

 

 

 

OR

 

 

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO _____________


SECURE NetCheckIn Inc.

(Name of Registrant in its Charter)


Nevada

333-173172

27-3729742

(State or Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)


13118 Lamar Ave

Overland Park, KS 66209

 (Address of Principal Executive Offices)


Registrant’s telephone number, including area code: 913.945.1290


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 ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

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


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 (§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 ¨

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

Applicable only to corporate issuers:

 Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.


Common Stock

 

Outstanding Shares at December 18, 2012

Common Stock, par value $.001 per share

 

3,305,000








EXPLANATORY NOTE


This Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”) to our Form 10-Q for the quarter ended September 30, 2011, was initially filed with the Securities and Exchange Commission (“SEC”) on November 10, 2011 (“Original Form 10-Q”). This Form 10-Q/A is being filed to restate the Company’s condensed financial statements in Item 1 and related disclosures (including certain amounts and disclosures in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2, and Controls and Procedures in Item 4) as discussed in detail in Note 1 to the condensed financial statements. This Form 10-Q/A is also being filed to amend Item 6 of Part II to furnish Exhibit 101 XBRL (eXtensible Business Reporting Language) interactive data files in accordance with Rule 401(a)(2) of Regulation S-T. Exhibit 101 to this Form 10-Q/A includes the following information formatted in XBRL: (1) Condensed Balance Sheets; (2) Condensed Statement of Operations; (3) Condensed Statement of Stockholders’ Income (Loss); (4) Condensed Statement of Cash Flow; and (5) Notes to Financial Statements.


When it filed the Original Form 10-Q, the Company filed unaudited financial statements that were not reviewed by its independent auditor.  The Company changed independent auditors in the third quarter of 2012. Tarvaran, Askelson & Company LLP (“TAC”) was appointed as the Company’s independent auditor. TAC was retained to audit the financial statements for the year ended December 31, 2011. We were advised by TAC that there were errors in the original financial statements filed for the nine months ended September 30, 2011. Accordingly, the Company’s management determined that it needed to amend the Original Form 10-Q so that it could provide unaudited condensed financial statements for the nine month period ended September 30, 2011, that had been reviewed by its independent auditor.  The changes to the condensed financial statements can be seen in Note 1 to the condensed financial statements.

 

No other changes have been made to the Original Form 10-Q, and this Form 10-Q/A does not reflect any subsequent events occurring after the filing date of the Original Form 10-Q or modify or update any other disclosures made in the Original Form 10-Q. In addition, currently dated certifications from our Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of Sarbanes-Oxley Act of 2002, are attached to this First Amendments as Exhibits 31.1, 31.2, 32.1 and 32.2.


















PART I. FINANCIAL INFORMATION

Item I. Financial Statements


SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSEND BALANCE SHEET

SEPTEMBER 30, 2011 AND DECEMBER 31, 2010


 

 

(Unaudited)

September 30, 2011

(Restated-see Note 1)

 

 

December 31, 2010

ASSETS

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash

$

103

 

$

79

Subscriptions Receivable, net

 

40,000

 

 

-

Deferred offering costs

 

-

 

 

6,760

Property and equipment

 

495

 

 

3,169

 Total current assets

 

40,599

 

 

10,008

 

 

 

 

 

 

TOTAL ASSETS

$

40,599

 

$

10,008

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts Payable

$

6,760

 

$

6,760

Total current liabilities

 

6,760

 

 

6,760

 

 

 

 

 

 

TOTAL LIABILITIES

 

6,670

 

 

6,670 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

Preferred stock, $0.001 par value, authorized: 75,000,000 shares. Zero and Zero Shares issued and outstanding as of September 30, 2011 and December 31, 2010, respectively.

 

-

 

 

-

Common stock, $0.001 par value, authorized: 425,000,000 shares. 3,305,000 and 3,100,000 Shares issued and outstanding as of September 30, 2011 and December 31, 2010, respectively.

 

3,305

 

 

3,100

Additional Paid in Capital

 

43,110

 

 

169

Accumulated deficit

 

(12,577)

 

 

(21)

Total stockholders’ equity (deficit)

 

33,839

 

 

3,248

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

40,599

 

$

10,008


The accompanying notes are an integral part of the condensed financial statements.




1







SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF OPERATIONS



 

 

(Unaudited)

 

 

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011

 

 

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

(Restated

see Note 1)

 

FOR THE PERIOD OCTOBER 12, 2010 (Inception) THROUGH SEPTEMBER 30, 2011

REVENUE

$

-

 

$

-

$

-

 

 

 

 

 

 

 

 

COST OF GOOD SOLD

 

-

 

 

-

 

-

 

 

 

 

 

 

 

 

GROSS PROFIT

 

-

 

 

-

 

-

 

 

 

 

 

 

 

 

OPRATING EXPENSES

 

 

 

 

 

 

 

 General and Administrative

 

1,019

 

 

12,556

 

12,577

 

 

 

 

 

 

 

 

TOTAL OPERATING EXPENSES

 

1,019

 

 

12,556

 

12,577

 

 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAXES

 

1,019

 

 

12,556

 

12,577

 

 

 

 

 

 

 

 

INCOME TAX (BENEFIT) EXPENSE

 

-

 

 

-

 

-

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

$

(1,019)

 

$

(12,556)

$

(12,577)

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

3,117,422

 

 

3,117,422

 

3,117,422

 

 

 

 

 

 

 

 

BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE

 

(0)

 

 

(0)

 

(0)


The accompanying notes are an integral part of the condensed financial statements.





2







SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF STOCKHOLDERS' INCOME (LOSS)

FOR THE PERIOD OCTOBER 12, 2010 (INCEPTION) THROUGH SEPTEMBER 30, 2011

(Unaudited)



 

 

Common Stock

 

Preferred Stock

 

Additional Paid-In Capital

 

Accumulated Deficit

 

Total Stockholders’ Equity (Deficit)

 

 

Shares

 

Par Value

 

Shares

 

Par Value

 

 

 

Balance - October 12, 2010

 

-

$

-

 

-

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued-founder for property and equipment

 

3,100,000

$

3,100

 

-

 

-

 

 

-

 

 

-

 

 

3,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid in capital by founder

 

-

 

 

 

-

 

-

 

 

169

 

 

 

 

 

169

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

-

 

 

 

-

 

-

 

 

 

 

 

(21)

 

 

(21)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –

December 31, 2010

 

3,100,000

 

3,100

 

-

 

-

 

 

169

 

 

(21)

 

 

3,248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital by founder

 

-

 

-

 

-

 

-

 

 

2,146

 

 

-

 

 

2,146

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock

 

205,000

 

205

 

 

 

 

 

 

40,795

 

 

-

 

 

41,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,556)

 

 

(12,556)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –

September 30, 2011

 

3,305,000

$

3,305

 

-

$

-

 

$

43,110

 

$

(12,577)

 

$

(33,839)



The accompanying notes are an integral part of the condensed financial statements.




3







SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

AND FOR THE PERIOD OCTOBER 22, 2010 (INCEPTION) THROUGH SEPTEMBER 30, 2011


 

(Unaudited)

 

 

 

 

 

FOR THE NINE

MONTHS ENDED

SEPTEMBER 30, 2011

(Restated-See Note 1)

 

FOR THE PERIOD FROM

OCTOBER 12, 2010

(INCEPTION) TO

SEPTEMBER 30, 2011

(Restated-See Note 1)

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net Income (Loss)

$

(12,556)

 

 

$

(12,577)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

 

Change in assets and liabilities

 

 

 

 

 

 

(Increase) Decrease in deferred offering costs

 

6,760

 

 

 

6,760

Increase (Decrease) in accounts payable

 

-

 

 

 

-

(Increase) Decrease in Subscription Receivable

 

(41,000)

 

 

 

(41,000)

(Increase) Decrease in allowance for Bad Debt-Sub Rev

 

1,000

 

 

 

1,000

(Increase) Decrease in IP - software

 

2,674

 

 

 

(495)

Net cash provided by (used in) operating activities

 

(30,566)

 

 

 

(33,735)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from sale of stock

 

205

 

 

 

3,305

Additional paid-in capital

 

42,941

 

 

 

43,110

Net cash provided by financing activities

 

43,146

 

 

 

46,415

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

24

 

 

 

103

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD

 

79

 

 

 

-

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS END OF PERIOD

$

103

 

 

$

103

 

 

 

 

 

 

 


The accompanying notes are an integral part of the condensed financial statements.




4





Note 1. Restatement of Unaudited Condensed Financial Statements.


On December 1, 2012, upon recommendation by the Company’s management, the board of directors concluded that the Company’s unaudited condensed financial statements for the nine month period ending September 30, 2011 should be changed as a result of the Company engaging a new independent audit firm. The Company is hereby restating the Original Form 10-Q to correct the following items listed below. The impact of the corrections of the errors discussed above on the unaudited condensed balance sheet, unaudited condensed statements of operations, unaudited condensed statement of stockholders’ income (loss), and unaudited condensed statement of cash flow, all described in detail below and shown in the accompanying tables.


Condensed Balance Sheet adjustments;


1. Cash was increased $99 from $4 to $103 due to and adjustment for a deposit in transit.

2. Deferred offering costs decreased ($6,760) from $6,760 to $0 to restate as an expense.

3. Property and Equipment was decreased ($2,674) from $3,169 to $495 to restate the website hosting portion of the asset to an expense item.

4. Common stock was decreased ($39,795) from $43,100 to $3,305 to reconcile the common stock and additional paid-in capital allocations of the August 2011 offering and the initial subscription agreement with the founder.

5. Additional paid-in capital was increase $42,341 from $769 to $43,110 to reconcile the portion of the offering over the par value of the stock.

6. Accumulated deficit increased by ($11,881) from ($696) to ($12,577) to adjust for the Assets taken as expenses for the period.


The total of these adjustments to the Condensed Balance Sheet amounts to a decrease in the restatement of ($9,335).




CONDENSED BALANCE SHEET

SEPTEMBER 30, 2011 AND DECEMBER 31, 2010

 

 

 

 

 

 

As Originally Presented

 

 

 Restated Adjustment

 

 

 As Restated

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

Cash

 

$

4

 

$

 99

 

 $

103

 

Subscriptions Receivable, net

 

 40,000

 

 

 -

 

 

40,00

 

Deferred offering costs

 

 6,760

 

 

 (6,760)

 

 

-

 

Property and equipment

 

 3,169

 

 

 (2,674)

 

 

495

 

 

 

Total current assets

 

 49,933

 

 

 (9,335)

 

 

40,599

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

 49,933

 

$

 (9,335)

 

$

40,599

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

Accounts payable

$

 6,760

 

$

 -

 

$

6,760

 

 

 

Total current liabilities

 

 6,760

 

 

 -

 

 

 6,760

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 6,760

 

 

 -

 

 

 6,760

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

Preferred stock

 

 -

 

 

 -

 

 

 -

 

Common stock

 

 43,100

 

 

 (39,795)

 

 

3,305

 

Additional paid-in capital

 

 769

 

 

 42,341

 

 

43,110

 

Accumulated deficit

 

 (696)

 

 

 (11,881)

 

 

 (12,577)

 

 

 

Total stockholders' equity (deficit)

 

 43,173

 

 

 (9,335)

 

 

 33,839

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

 49,933

 

$

 (9,335)

 

 $

 40,599


Condensed Statement of Operations


1. Edgarization Expense was decreased ($546) from $546 to $0. This expense line item was adjusted to be included in the General and Administration line item.

2. Bank Charges was decreased ($129) from $129 to $0. This expense line item was adjusted so that it could be include in the General and Administration line item.

3.General & Administration was increased $12,556 from $0 to $12,556 to include the line items of Edgarization expense, Bank charges, deferred offering costs, and Property and equipment.

4.The Weighted average number of shares outstanding decreased (182,578) from 3,300,000 to 3,117,422 to adjust for the shares issued during the August 2011 offering.


The adjustments to the Condensed Statement of Operations increased the Net Loss ($11,881) from ($675) to ($12,556).


CONDENSED STATEMENT OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 As Originally Stated

 

 

 Restated Adjustment

 

 

 As Stated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

 

$

 -

 

$

 -

 

 $

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF GOOD SOLD

 

 

-

 

 

 -

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

 -

 

 

 -

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 -

 

 

Edgarization expense

 

 

546

 

 

 (546)

 

 

 -

 

 

Bank charges

 

 

129

 

 

 (129)

 

 

 -

 

 

General and Administrative

 

 

-

 

 

 12,556

 

 

 12,556

 

TOTAL OPERATING EXPENSES

 

 

675

 

 

 11,881

 

 

 12,556

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAXES

 

 

675

 

 

 11,881

 

 

 12,556

 

INCOME TAX (BENEFIT) EXPENSE

 

 

-

 

 

 -

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

(675)

 

$

 (11,881)

 

$

 (12,556)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

 

3,300,000

 

 

 (182,578)

 

 

 3,117,422

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE

 

$

(0)

 

$

(0)

 

$

 (0)






5



SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

(Unaudited)




Condensed Statement of Stockholders’ Income (Loss)


1. Additional paid-in capital increased $1,546 from $600 to $2,146 to adjust for an increase.

2. Issuance of Common Stock was increased $1,000 from $40, 000 to $41,000 to adjust for a shareholder who was missing.

3. Net Income (loss) was increased by ($11,881) from ($696) to ($12,577) to adjust for the Assets taken as expenses for the period



CONDENSED STATEMENT OF STOCKHOLDERS' INCOME (LOSS)

FOR THE PERIOD OCTOBER 12, 2010 (INCEPTION) THROUGH SEPTEMBER 30, 2011

As Originally Stated

 

 

 

 

 

 

 

 

 

Common Stock

 

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders’ Equity (Deficit)

 

 

Shares

 

Par Value

 

Shares

 

Par Value

Balance - October 12, 2010

 

-

$

-

 

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued-founder for property and equipment

 

3,100,000

 

3,100

 

-

 

-

 

-

 

-

 

3,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid in capital by founder

 

-

 

 

 

-

 

-

 

169

 

 

 

169

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

-

 

 

 

-

 

-

 

 

 

(21)

 

(21)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –

December 31, 2010

 

3,100,000

 

3,100

 

-

 

-

 

169

 

(21)

 

3,248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital by founder

 

-

 

-

 

-

 

-

 

600

 

 

 

600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock

 

200,000

 

40,000

 

 

 

 

 

-

 

 

 

40,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

(675)

 

(675)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –

September 30, 2011

 

3,300,000

$

43,100

 

 

$

 

$

769

$

(696)

$

43,173

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




6



SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

(Unaudited)





Restatement Adjustment

 

 

 

 

 

 

 

 

 

Common Stock

 

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders’ Equity (Deficit)

 

 

Shares

 

Par Value

 

Shares

 

Par Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - October 12, 2010

 

-

$

-

 

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued-founder for property and equipment

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid in capital by founder

 

-

 

 

 

-

 

-

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

-

 

 

 

-

 

-

 

 

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –

December 31, 2010

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital by founder

 

-

 

-

 

-

 

-

 

1,546

 

 

 

1,546

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock

 

5,000

 

(39,795)

 

 

 

 

 

40,795

 

 

 

1,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

(11,881)

 

(11,881)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –

September 30, 2011

 

5,000

$

(39,795)

 

 

$

 

$

42,341

$

(11,881)

$

(9,335)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



As Restated

 

 

 

 

 

 

 

 

 

Common Stock

 

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders’ Equity (Deficit)

 

 

Shares

 

Par Value

 

Shares

 

Par Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - October 12, 2010

 

-

$

-

 

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued-founder for property and equipment

 

3,100,000

$

3,100

 

-

 

-

 

-

 

-

 

3,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid in capital by founder

 

-

 

 

 

-

 

-

 

169

 

 

 

169

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

-

 

 

 

-

 

-

 

 

 

(21)

 

(21)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –

December 31, 2010

 

3,100,000

 

3,100

 

-

 

-

 

169

 

(21)

 

3,248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital by founder

 

-

 

-

 

-

 

-

 

2,146

 

 

 

2,146

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock

 

205,000

 

205

 

 

 

 

 

40,795

 

 

 

41,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

(12,557)

 

(12,557)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –

September 30, 2011

 

3,305,000

$

3,305

 

 

$

 

$

43,110

$

(12,577)

$

(33,839)


Condensed Statement of Cash Flows


1 Net income (loss) was increased ($11,811) from ($675) to ($12,556) to include the line items of Edgarization expense, Bank charges, deferred offering costs, and Property and equipment.

2. (Increase) Decrease in Deferred offering costs decreased ($6,760) from $6,760 to $0 to restate as an expense.

3.(Increase) Decrease in Subscription Receivable increased ($41,000) from $0 to ($41,000) to adjust for the proper accounting method.

4. (Increase) Decrease in Allowance for Bad Debt – Sub Rcv decreased $1,000 from $0 to $1,000 to adjust for any uncollectable receivables.

5. (Increase) Decrease in IP-Software increased ($495) from $0 to $2,674 to adjust for the expense portion of the Property and equipment.

6. Proceeds from sale of stock decreased ($39,795) from $40,000 to $205 to adjust for the portion of the proceeds attributable to the par value of the shares.

7. Additional paid-in capital increased $42,941 from $0 to $42,941 to adjust for the portion of the stock sale above the par value.

8. Supplemental non-cash transactions were decreased ($40,000) from $40,000 to $0 to adjust for the categorization change of the stock sale.


The adjustments decreased the Net Increase (decrease) in Cash and Cash Equivalents ($42,470) from $39,325 to $24.



7



SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

(Unaudited)





CONDENSED STATEMENT OF CASH FLOW

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As Originally Presented

 

 

Restatement Adjustment

 

 

As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

  (675)

 

$

  (11,881)

 

$

  (12,556)

Adjustments to reconcile net (loss)

 

 

 

 

 

 

 

 

 

 

to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in assets and liabilities

 

 

 

 

 

 

 

 

 

 

(Increase) Decrease in deferred offering costs

 

 -

 

 

 6,760

 

 

  6,760

 

 

Increase (Decrease) in accounts payable

 

 -

 

 

  -

 

 

 -

 

 

(Increase) Decrease in Subscription Receivable

 

 -

 

 

  (41,000)

 

 

  (41,000)

 

 

(Increase) Decrease in Allowance for Bad Debt - Sub Rcv

 

 -

 

 

 1,000

 

 

  1,000

 

 

(Increase) Decrease in IP - Software

 

 -

 

 

(495)

 

 

  2,674

 

 

 

Net cash provided by (used in) operating activities

 

 -

 

 

  (33,735)

 

 

  (30,566)

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of stock

 

  40,000

 

 

  (39,795)

 

 

  205

 

 

Additional paid-in capital

 

 -

 

 

 42,941

 

 

 42,941

 

 

 

Net cash provided by financing activities

 

  40,000

 

 

 3,146

 

 

 43,146

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

  39,325

 

 

  (42,470)

 

 

 24

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

 

 79

 

 

  -

 

 

 79

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS - END OF PERIOD

$

 4

 

$

  99

 

 

  103



Note 2. Nature of Operations and Summary of Significant Accounting Policies


Nature of Operations


Secure NetCheckIn Inc. (the “Company”), was incorporated in the State of Nevada on October 12, 2010.


The Company offers a cloud-based scheduling and notification product targeted to urgent care facilities and medical offices to increase the satisfaction of patients in scheduling and timing of appointments.


Development Stage


The Company is considered to be in the development stage as defined by ASC 915. The Company has devoted substantially all of its efforts to the corporate formation, the raising of capital, and the implementation of the business plan.


Basis of Presentation

The accompanying reviewed interim condensed financial statements have been prepared in accordance with the instructions to Securities and Exchange Commission (“SEC”) form 10Q and Article 8 of SEC Regulation S-X. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2011, are not necessarily indicative of the results that can be expected for the year ending December 31, 2011.

Cash and Cash Equivalents


The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At September 30, 2011, cash and cash equivalents include cash on hand and cash in the bank and the FDIC insures these deposits up to $250,000.


Risks and Uncertainties


The Company intends to operate in an industry that is subject to rapid change. The Company's operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure.

Use of Estimates and Assumptions


The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the 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.


Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.


Cash and Cash Equivalents


The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. At September 30, 2011, the Company had no cash equivalents.



Revenue Recognition


The Company has not generated any revenues since entering the development stage. It is the Company's policy that revenues will be recognized in accordance with ASC Topic 605-10-25, "Revenue Recognition". Under ASC Topic 605-10-25, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable, and collectability is reasonably assured.


Share-Based Compensation


The Company accounts for share-based compensation in accordance with Accounting Standards Codification subtopic 718-10, Stock Compensation (“ASC 718-10”). This requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.


As of September 30, 2011, there were no outstanding employee stock options.


Earnings (Loss) per Share


Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted loss per share reflects the potential dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. There were no dilutive potential common shares as of September 30, 2011. Because the Company has incurred net losses and there are no potential dilutive shares, basic and diluted loss per common share are the same.


Fair Value of Financial Instruments


The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.


The following are the hierarchical levels of inputs to measure fair value:


·

Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.


·

Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.


·

Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.


The Company's financial instruments consisted primarily of cash and accounts payable. The carrying amounts of the Company's financial instruments generally approximate their fair values as of September 30, 2011, due to the short-term nature of these instruments.


Income Taxes


The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”). ASC 740-10 requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.


The Company adopted the provisions of FASB Interpretation No. 48; “Accounting For Uncertainty In Income Taxes” – An Interpretation of ASC Topic 740 ("FIN 48"). FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At September 30, 2011 and December 31, 2010, the Company did not record any liabilities for uncertain tax positions.


Recent Accounting Pronouncements


Management does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.


Note 3. Going Concern


As reflected in the accompanying condensed financial statements, the Company has a net loss of ($12,556) and net cash used in operations of ($33,735) for the nine months ended September 30, 2011, and a deficit accumulated during the development stage of ($12,577) at September 30, 2011. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The ability of the Company to continue its operations is dependent on Management's plans, which may include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, which may include term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur liabilities with certain related parties to sustain the Company’s existence.


The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.


The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.



Note 4 – Property And Equipment


Property and equipment consisted of the following as of September 30, 2011 and December 31, 2010.


 

 

2011

(Restated

see Note 1)

 

Restated Adjustment

 

2011

as stated

 

 

2010

 

 

 

 

 

 

 

 

 

 

Software

495

$

2,674

 

$

3,169

 

 

$

3,169

Other

 

-

 

 

 

 

 

 

 

 

 

495

$

 

 

3,169

 

 

 $

3,169 


Note 5. Income Taxes


The Company adopted ASC Topic 740 which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.


For income tax reporting purposes, the Company's aggregate unused net operating losses approximate $12,577 which expires in various years through 2029, subject to limitations of Section 382 of the Internal Revenue Code, as amended. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the earning history of the Company, it is more likely than not that the benefits will not be realized.


Under the Tax Reform Act of 1986, the benefits from net operating losses carried forward may be impaired or limited on certain circumstances. Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership changes of more than 50% over a three-year period. The impact of any limitations that may be imposed for future issuances of equity securities, including issuances with respect to acquisitions have not been determined.


The provision (benefit) for income taxes from continued operations for the nine months ended September 30, 2011 and the year ended December 31, 2010 consist of the following:


 

 

2011

 

 

2010

Current:

 

 

 

 

 

Federal

 

$

 

 

$

State

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred:

 

 

 

 

 

 

 

Federal

 

$

 

 

$

State

 

$

 

 

$

 

 

 

 

 

 

Change in valuation allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

(Benefit) provision for income taxes

 

$

 

 

$



The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:


 

 

 

 

 

 

 

 

 

2011

 

 

2010

 

Statutory federal income tax rate

 

 

34

%

 

 

34

%

State income taxes and other

 

 

4

%

 

 

4

%

Change in valuation allowance

 

 

(38)

%

 

 

(38)

%

 

 

 

 

 

 

 

 

 

Effective tax rate

 

 

0

%

 

 

0

%

 

 

 

 

 

 

 

 

 


Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:


 

 

 

 

 

 

 

 

 

 

 

2011

 

 

2010

 

 

 

 

 

 

 

 

Net operating loss carry forward

 

 

4,771

 

 

 

8

 

Valuation allowance

 

 

(4,771)

 

 

 

(8)

 

 

 

 

 

 

 

 

 

 

Deferred income tax asset

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 


Note 6. Stockholders’ Equity


In October 2010 (inception), the Company issued 3,100,000 shares of common stock to its president and director of the Company at $0.001 per share, in exchange for $100.00 in cash and property valued at $3,169. The property was valued at its historical costs.


In August 2011, the Company issued 205,000 shares of common stock to investors for the value of $41,000, in exchange for subscription receivables. As of September 30, 2011 the company has recorded subscription receivable in the amount of $41,000 and has reserved $1,000 as allowance for doubtful account.


Note 7 – Subsequent Event


The company received $40,000 subsequent to September 30, 2011 related to subscription receivable.









8



SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

(Unaudited)



Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Some of the statements under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this Form 10-Q may include forward-looking statements that reflect our current views with respect to future events and financial performance. These statements include forward-looking statements both with respect to us specifically and to the insurance sector in general. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “estimate,” “may,” “should,” “anticipate,” “will” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the Federal securities laws or otherwise.


All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, those described under “Risk Factors” and the following:

 

 

 

ineffectiveness or obsolescence of our business strategy due to changes in current or future market conditions;

 

 

 

developments that may delay or limit our ability to enter new markets as quickly as we anticipate;

 

 

 

changes in technology that causes our product to be obsolete;

 

 

 

acceptance by our targeted customer of a competing product;

 

 

 

changes in regulations or laws applicable to us.;

 

 

 

loss of the services of any of our executive officers or other key personnel;

 

 

 

insufficient revenue to support further development or operation of the Company;

 

 

 

changes in accounting policies or practices;

 

 

 

changes in general economic conditions, including inflation, interest rates and other factors;

 

 

 

future litigation or governmental proceedings.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Form 10-Q. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we project. Any forward-looking statements you read in this Form 10-Q reflect our views as of the date of this Form 10-Q with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by this paragraph. Before making an investment decision, you should specifically consider all of the factors identified in this Form 10-Q that could cause actual results to differ.


Overview


Company Overview


We are a technology company offering a cloud-based scheduling and notification product targeted to urgent care facilities and medical offices to increase the satisfaction of patients in scheduling and timing of appointments.


The Company was incorporated in the State of Nevada on October 12, 2010. The Company’s principal offices are currently located at 13118 Lamar Ave., Overland Park, KS 66209. Our telephone number there is 913.945.1290. All operations, from administration to product development take place at this location. The company occupies space owned by Brandi L. DeFoor, the company’s sole shareholder, officer and director. The Company currently pays no rent.


The Company is in the early stage of operations with no current revenues to date. From inception through July 26, 2011, the date on which the Company’s securities became effective by the SEC, the majority of the Company’s activities revolved around defining requirements, working with a beta test customer and getting feedback on the product and service from the beta test customer. From August 3, 2011 through August 31, 2011, the Company conducted its securities offering. During the remainder of the third quarter, the Company continued to develop its offering and working on identifying potential customers with whom it plans to establish contractual relationships for the use of the Company’s product and services.



Organizational Structure


Our President and Chief Executive Officer, Brandi L. DeFoor, and our Vice President, Mark W. DeFoor handle the operational business functions, including corporate administration and development responsibility. We have no employees. Our officers receive no salaries.


Products and Services


The Company offers a reliable and user-friendly web-based scheduling program that allows patients to schedule appointments online and allows the medical office staff to notify the patient via text or email if the doctor is running late. This system reduces the amount of time patients wait in the waiting room thereby increasing patient satisfaction. The Company has developed the software and has over 1400 users at its test site. The beta test customer continues to use the service free-of-charge.


Risks, Uncertainties and Trends Relating to the Company and Industry


Web-based technology solutions are intensely competitive in the United States as many software development companies are focused on medical and healthcare applications. We have numerous competitors in the United States and elsewhere. Several of these competitors have already successfully marketed and commercialized products that compete with our products. Our success is dependent upon our ability to effectively and profitably produce, market, and sell our products. Our business strategy and success is dependent on the skills and knowledge of our management team. The marketability and profitability of our products is subject to unknown economic conditions, which could significantly impact our business, financial condition, the marketability of our products and our profitability. We are vulnerable to the current economic crisis which may negatively affect our profitability. Our success depends, in part, on the quality and operability of our products. Furthermore, the Company has no active sales staff so generating new clients may be difficult.


Critical Accounting Policies and Estimates


Our management's discussion and analysis of our financial condition and results of operations are based on our condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.


While our significant accounting policies are more fully described in Note 2 to our financial statements, we believe that the following accounting policies are the most critical to aid the reader in fully understanding and evaluating this discussion and analysis:


Significant Accounting Estimates

 

We review all significant estimates affecting our financial statements on a recurring basis and record the effect of any necessary adjustment prior to their publication. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, it is possible that actual results could differ from those estimates and changes to estimates could occur in the near term. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of the contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and judgments are used when accounting for revenue, stock-based compensation, accounts receivable and allowance for doubtful accounts, impairment of long-lived assets, depreciation and amortization, deferred income taxes, and contingencies among others.


Earnings Per Share - Earnings per share is computed in accordance with the provisions of Financial Accounting Standards (FASB) Accounting Standards Codification (ASC) Topic 260 (SFAS No. 128, "EARNINGS PER Share"). Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, as adjusted for the dilutive effect of the Company's outstanding convertible preferred shares using the "if converted" method and dilutive potential common shares. Potentially dilutive securities include warrants, convertible preferred stock, restricted shares, and contingently issuable shares.




10






Comprehensive Income (Loss) - FASB ASC Topic 220 (Statement of Financial Accounting Standards No. 130, "REPORTING COMPREHENSIVE INCOME") establishes standards for reporting comprehensive income (loss) and its components in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income (loss), as defined, includes all changes in equity during the period from non-owner sources, such as foreign currency translation adjustments.


Recently Issued Accounting Pronouncements. There were various accounting standards and interpretations issued during 2009 and 2010, none of which are expected to have a material impact on the Company's financial position, operations, or cash flows.


Operating Expenses. Our operating expenses consist of bank charges, legal and accounting fees, computer hosting fees and fees related to filing the Company’s S-1 registration statement with the SEC. The Company is not accumulating any other expenses in its operations at this time.


Liquidity and Capital Resources


Management believes that we will begin receiving revenue in the second quarter of 2012. Based on our anticipated level of revenues, we believe that funds generated from operations, together with existing cash and cash available from financing activities in 2011, will be sufficient to finance our operations and planned capital expenditures through the fourth quarter of 2012.


We will continue to pursue traffic to our web site and actively seek new customers. We believe these actions will position us to capitalize on opportunities as they arise in the industry. However, there can be no assurance that these actions will be successful. Should volumes and revenues decline to a level significantly below our current expectations, we would reduce capital expenditures and implement cost-reduction initiatives which we believe would be sufficient to ensure that funds generated from operations, together with existing cash, would be sufficient to finance our current operations through the fourth quarter of 2012.


We had a net cash of ($30,566) from operating activities for the nine month period ended September 30, 2011, and net cash of ($33,735) for the period from October 12, 2010 through September 30, 2011. We ended with cash of $103 for the nine months ended September 30, 2011.


We believe cash flow from operations will be sufficient to fund our current operations through the twelve months ended December 31, 2012.


Management believes that we will begin receiving revenue in the second quarter of 2012. Based on our anticipated level of revenues, we believe that funds generated from operations, together with existing cash and cash available from financing activities in 2011, will be sufficient to finance our operations and planned capital expenditures through the fourth quarter of 2012.

 

We will continue to pursue traffic to our web site and actively seek new customers. We believe these actions will position us to capitalize on opportunities as they arise in the industry. However, there can be no assurance that these actions will be successful. Should volumes and revenues decline to a level significantly below our current expectations, we would reduce capital expenditures and implement cost-reduction initiatives which we believe would be sufficient to ensure that funds generated from operations, together with existing cash, would be sufficient to finance our current operations through the fourth quarter of 2012.

 

Capital Resources


We have financed our operations primarily through cash flows from equity financings. We commenced a public offering in the amount of $41,000 in July 2011. Our common stock was offered at a fixed price of $.20 per share. The investors purchased a 6.8% stake in the company for a total of 205,000 shares of the Company’s common stock.


We believe that our current cash and cash equivalents and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next six months.


While we would like to grow our business with our cash flow, a robust increase in subscriptions to our service, delays in collection of our accounts receivable and/or the incurrence of unforeseen expenses may necessitate our engaging in a capital raising transaction in the fourth quarter of 2012.


We may also seek to raise additional cash to fund future investments or acquisitions we may decide to pursue. To the extent it becomes necessary to raise additional cash in the future, we may seek to raise it through the sale of debt or equity securities, funding from joint-venture or strategic partners, debt financing or loans, issuance of common stock, or a combination of the foregoing. We currently do not have any binding commitments for, or readily available sources of, additional financing. Nor do we have any current plans to raise additional capital. However we reserve the right to raise additional capital in the future in which case the percentage ownership of our shareholders would be diluted. We cannot provide any assurances that we will be able to secure the additional cash or working capital we may require to continue our operations.

Item 4. CONTROLS AND PROCEDURES.


(a)

Evaluation of disclosure controls and procedures.


The Company’s principal executive office, after evaluating the effectiveness of Registrant’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, Rules 13a-15(e) and 15d-15(e)) as of September 30, 2011, the end of the period covered by this report, has concluded that as of that date Registrant’s disclosure controls and procedures were not effective as of September 30, 2011. In making this assessment, our management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in an Internal Control Integrated Framework. The weaknesses in internal control over financial reporting existed as of September 30, 2011 because of the lack of segregation of duties because the Company has one officer and one director.


A “material weakness,” as defined by the Public Company Accounting Oversight Board (PCAOB), is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

The material weaknesses noted above did not have any significant impact on our operations given the historically limited number of transactions, the current lack of revenue and the high level of oversight by our outside auditors. Our historical financial statements are scrutinized by our board of directors and are discussed with our outside auditors prior to each filing.


(b)

Changes in internal controls over financial reporting.


The Company is a development stage company and made changes based on the size and resources available to the Company. The Company will continue to monitor the effectiveness of its internal control over financial reporting and employ additional tools and resources appropriate to provide reasonable assurance that our financial statements are fairly stated in all material respects.


These were no changes in Registrant’s internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, Registrant’s internal controls over financial reporting. Although the Company believes that its current financial staff is appropriate for a company of our size and stage of development, the Company may add additional personnel in this area in the future.


ITEM 6. EXHIBITS.


List of Exhibits attached or incorporated by reference pursuant to Item 601 of Regulation S-K:


Exhibit Number

Description

 

 

31.1*

Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

31.2*

Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32.1*

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

32.1*

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

101*

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheet, (ii) Condensed Statement of Operations, (iii) Condensed Statement of Changes in Stockholders’ Income (Loss) (iv) Condensed Statements of Cash Flows, and (v) Notes to Condensed Financial Statements

Filed with this First Amendment



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SIGNATURE

 

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 hereunto duly authorized.

 

 

SECURE NetCheckIn INC.

 

 

 

 

 

 

Dated: December 26, 2012

By:

 /s/ Brandi L. DeFoor

 

 

Brandi L. DeFoor

 

 

President & Chief Executive Officer

 

 

 

 

 

 

Dated: December 26, 2012

By:

 /s/ Mark W. DeFoor

 

 

Mark W. DeFoor

 

 

Chief Financial Officer




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