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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 December 31, 2012
 
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from __________ to__________
 
Commission File Number: 333-170155

 

Thompson Designs, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada 59-3843182
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

3315 East Russell Road, Ste. A-4 129, Las Vegas, Nevada 89120
(Address of principal executive offices)

 

(702) 499-3209
(Registrant’s telephone number)

 

___________________________

(Former name, former address and former fiscal year, if changed since last report)

 

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 [X] Yes [ ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

[ ] Large accelerated filer Accelerated filer [ ] Non-accelerated filer
[X] Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 9,000,000 common shares as of February 11, 2013.

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TABLE OF CONTENTS  
  Page

 

PART I – FINANCIAL INFORMATION

     
Item 1: Financial Statements 3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3: Quantitative and Qualitative Disclosures About Market Risk 5
Item 4: Controls and Procedures 5

 

PART II – OTHER INFORMATION

 

Item 1: Legal Proceedings 6
Item 1A: Risk Factors 6
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 6
Item 3: Defaults Upon Senior Securities 6
Item 4: Mine Safety Disclosures 6
Item 5: Other Information 6
Item 6: Exhibits 6
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PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:

 

F-1 Balance Sheets as of December 31, 2012 and September 30, 2012 (unaudited)
F-2 Statements of Operations for the three months ended December 31, 2012 and 2011, and period from August 30, 2010 (Inception) to December 31, 2012 (unaudited)
F-3 Statements of Cash Flows for the three months ended December 31, 2012 and 2011, and period from August 30, 2010 (Inception) to December 31, 2012 (unaudited)
F-4 Notes to Financial Statements

 

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended December 31, 2012 are not necessarily indicative of the results that can be expected for the full year.

3

THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS (unaudited)

As of December 31, 2012 and September 30, 2012

 

ASSETS  December 31, 2012  September 30, 2012
           
Current assets          
Cash and equivalents  $1,917   $4,641 
Total current assets   1,917    4,641 
           
Property and equipment, net   155    207 
Total assets  $2,072   $4,848 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
LIABILITIES          
Current Liabilities          
Accrued expenses  $72,455   $75,455 
Accrued interest-related party   4    0 
Total current liabilities   72,459    75,455 
           
Promissory note- related party   3,000    0 
           
Total Liabilities   75,459    75,455 
           
STOCKHOLDERS’ DEFICIT          
Preferred Stock- $.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding          
Common stock- $.001 par value, 90,000,000 shares authorized, 9,000,000 (September 30, 2012 9,000,000) shares issued and outstanding   9,000    9,000 
Additional paid in capital   13,000    13,000 
Deficit accumulated during the development stage   (95,387)   (92,607)
Total stockholders’ deficit   (73,387)   (70,607)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $2,072   $4,848 

 

See accompanying notes to financial statements.

F-1

THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (unaudited)

For the three months ended December 31, 2012 and 2011

For the period from August 30, 2010 (Date of Inception) through December 31, 2012

 

   Three months ended
December 31, 2012
  Three months ended
December 31, 2011
  Inception
(August 30, 2010)
through
December 31, 2012
REVENUES  $0   $0   $0 
                
OPERATING EXPENSES               
Professional fees   2,000    1,250    91,205 
General and administrative   781    51    4,185 
TOTAL OPERATING EXPENSES   2,781    1,301    95,390 
                
LOSS FROM OPERATIONS   (2,781)   (1,301)   (95,390)
                
OTHER INCOME (EXPENSE)               
Interest income   1    0    3 
                
Net loss and comprehensive loss  $(2 ,780)   $(1,301)  $(95,387)
                
Net loss per share:               
Basic and diluted  $(0.00)  $(0.00)     
                
Weighted average shares outstanding:               
Basic and diluted   9,000,000    9,000,000      

 

See accompanying notes to financial statements.

F-2

THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (unaudited)

For the three months ended December 31, 2012 and 2011

For the period from August 30, 2010 (Date of Inception) through December 31, 2012

 

   Three months ended
December 31, 2012
  Three months ended
December 31, 2011
  Inception
(August 30, 2010)
through
December 31, 2012
                
CASH FLOWS FROM OPERATING ACTIVITIES               
Net loss and comprehensive loss  $(2,780)  $(1,301)  $(95,387)
Adjustments to reconcile net income to net cash provided by operations               
Depreciation   52    51    465 
Change in non-cash working capital items               
Increase (decrease) in accrued expenses   (3,000)   (2,948)   72,455 
Increase in accrued interest related party   4    0    4 
                
CASH FLOWS USED IN OPERATING ACTIVITIES   (5,724)   (4,198)   (22,463)
                
CASH FLOWS FROM INVESTING ACTIVITIES               
Purchase of property and equipment   0    0    (620)
                
CASH FLOWS FROM FINANCING ACTIVITIES               
Proceeds from sale of common stock   0    0    22,000 
Proceeds from promissory note   3,000    0    3,000 
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES   3,000    0    25,000 
                
NET INCREASE (DECREASE) IN CASH   (2,724)   (4,198)   1,917 
Cash, beginning of period   4,641    15,589    —   
Cash, end of period  $1,917   $11,391   $1,917 
                
SUPPLEMENTAL CASH FLOW INFORMATION  $—     $—        
Interest paid  $—     $—        

 

See accompanying notes to financial statements.

F-3

THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

Thompson Designs, Inc. was incorporated in Nevada on August 30, 2010. Thompson is a development stage company and has not yet realized any revenues from its planned operations. Thompson is currently in the business of designing and building custom signs for residential and commercial properties.

 

Development Stage Company

 

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting and reporting by development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

 

Fair Value of Financial Instruments

 

Thompson Designs’ financial instruments consist of cash and accrued professional fees. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

Concentrations of Credit Risk

 

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

 

Basic Income (Loss) Per Share

 

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2012.

F-4

THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Stock-Based Compensation

 

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. There has been no stock-based compensation issued to employees.

 

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined.   There has been no stock-based compensation issued to non-employees.

 

Property and Equipment

 

Capital assets are recorded at cost and depreciated over their estimated useful life on a straight line basis over a three year period.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. At December 31, 2012 and September 30, 2012, the Company had $1,917 and $4,641 of unrestricted cash to be used for future business operations.

  

Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of December 31, 2012, there have been no interest or penalties incurred on income taxes.

F-5

THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Recent Accounting Pronouncements

 

Thompson 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 2 – COMMON STOCK

 

The Company has 90,000,000 shares of $0.001 par value common stock authorized.

 

On September 17, 2010, the Company sold 7,000,000 common shares, par value $0.001 to the founder for cash proceeds of $7,000.

 

On February 22, 2011, the Company closed a public offering in which it sold 2,000,000 common shares for proceeds of $15,000.

 

The Company has 10,000,000 shares of $0.001 par value preferred stock authorized. There are no preferred shares issued and outstanding as of December 31, 2012.

 

As of December 31, 2012, the Company has no warrants or options outstanding.

 

NOTE 3 – INCOME TAXES

 

The provision for Federal income tax consists of the following:

 

   December 31, 2012  September 30, 2012
Federal income tax benefit attributable to:          
Current Operations  $946   $9,505 
Less: valuation allowance   (946)   (9,505)
Net provision for Federal income taxes  $—     $—   

 

F-6

THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012

 

 

NOTE 3 – INCOME TAXES (continued)

 

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

 

   December 31, 2012  September 30, 2012
Deferred tax asset attributable to:          
Net operating loss carryover  $32,432   $31,486 
Less: valuation allowance   (32,432)   (31,486)
Net deferred tax asset  $—     $—   

 

At December 31, 2012, Thompson had an unused net operating loss carryover approximating $95,400 that is available to offset future taxable income; it expires beginning in 2030.

 

NOTE 4 – PROMISSORY NOTE RELATED PARTY

 

On December 21, 2012, the Company borrowed the sum of $3,000 from its sole officer and director, Kade Thompson, under the terms of a Promissory Note.  The Note bears interest at an annual rate of 5%, and all principal and interest is due on or before December 21, 2014.

 

NOTE 5 – COMMITMENTS

 

Thompson neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

 

NOTE 6- LIQUIDITY AND GOING CONCERN

 

Thompson Designs has not generated any revenues, has limited working capital and has suffered a loss from operations. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

 

The ability of Thompson Designs to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations or acquiring or merging with a profitable company. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirements; however, there can be no assurance the Company will be successful in these efforts.

F-7

THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012

 

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has analyzed its operations subsequent to December 31, 2012 through the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose.

F-8

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

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

We were incorporated as Thompson Designs, Inc. on August 30, 2010 in the State of Nevada for the purpose of designing, producing, and installing custom-made property signage for residential and commercial customers.  We are in the development stage of our business and we have not generated any sales revenue to date. The development budget for our business consists of planned expenditures for certain materials and equipment, for marketing of our products, for contract labor on as as-needed basis, and for legal and accounting expenses. Due to certain demands on the business time of our sole officer and director, Kade Thompson, implementation of our business plan has been delayed. Pending Mr. Thompson’s greater availability, we intend to pursue the active marketing and development of our planned signage business during the current calendar year.

 

Results of operations for the three months ended December 31, 2012 and 2011, and for the period from August 30, 2010 (date of inception) through December 31, 2012.

 

We have not earned any revenues since the inception of our current business operations. We incurred net expenses and a net loss in the amount of $2,780 for the three months ended December 31, 2012, compared to net expenses and a net loss of $1,301 for the three months ended December 31, 2011. We have incurred total net expenses and a net loss of $95,387 from inception on August 30, 2010 through December 31, 2012.

 

Our losses are attributable to operating expenses together with a lack of any revenues. We anticipate our operating expenses will increase as we continue with our plan of operations.

 

Liquidity and Capital Resources

 

As of December 31, 2012, we had current assets in the amount of $1,917, consisting entirely of cash. Our current liabilities as of December 31, 2012 were $72,459. Thus, we had a working capital deficit of $70,542 as of December 31, 2012.

 

We have not attained profitable operations and may be dependent upon obtaining financing in order to pursue significant promotion and development of our planned signage business. There can be no assurance that additional financing will be available to us when needed or on terms that are acceptable.

4

Off Balance Sheet Arrangements

 

As of December 31, 2012, there were no off balance sheet arrangements.

 

Going Concern

  

As discussed in the notes to our financial statements, we have no established source of revenue.  This has raised substantial doubt for our auditors about our ability to continue as a going concern.  Without realization of additional capital, it would be unlikely for us to continue as a going concern.

 

Our activities to date have been supported by equity financing.  Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. 

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.

 

Recently Issued Accounting Pronouncements

 

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2012. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Kade Thompson. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2012, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the quarter ended December 31, 2012.

 

Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

5

Limitations on the Effectiveness of Internal Controls

 

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A: Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

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

 

None

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

N/A

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit Number Description of Exhibit
31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted 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 December 31, 2012 formatted in Extensible Business Reporting Language (XBRL).



**Provided herewith
6

SIGNATURES

 

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

 

Thompson Designs, Inc.
 
Date: February 13, 2013
   
 

By: /s/ Kade Thompson

Kade Thompson

Title:    Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director

 

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