Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For quarterly period ended December 31, 2012
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number 000-54605
Specializer, Inc.
(Exact name of registrant as specified in its charter)
Nevada 90-0617781
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Hebaliang Industry Park Hangkong Road Laifeng Country Enshi
Autonomous Prefecture, Hubei, China 445700
(Address of principal executive offices) (Zip code)
Tel: 86-718-6288576
(Registrant's telephone number, including area code)
Not Applicable
(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. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition 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 [X] No [ ]
The issuer has 19,346,000 shares of common stock outstanding as of February 14,
2013.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS 3
Balance Sheets as of December 31, 2012 (Unaudited) and
June 30, 2012 3
Statements of Operations for the Six Months Ended December 31, 2012
and 2011 and for the period from October 4, 2010 (Inception)
through December 31, 2012(Unaudited) 4
Statement of Stockholders' Equity for the Six Months Ended
December 31, 2012, and for the Periods from October 4, 2010
(Inception) through December 31, 2012 (Unaudited) 5
Statements of Cash Flows for the Six Months Ended December 31, 2012
and 2011, and for the Periods from October 4, 2010 (Inception)
through December 31, 2012 (Unaudited) 6
Notes to the Financial Statements (Unaudited) 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 15
ITEM 4. CONTROLS AND PROCEDURES 15
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 15
ITEM 1A. RISK FACTORS 15
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 15
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 15
ITEM 4. MINE SAFETY DISCLOSURES 16
ITEM 5. OTHER INFORMATION 16
ITEM 6. EXHIBITS 16
2
SPECIALIZER, INC.
(A Development Stage Company)
BALANCE SHEETS
December 31, June 30,
2012 2012
-------- --------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS:
Cash $ -- $ 5,797
Deferred offering costs -- 9,084
-------- --------
TOTAL CURRENT ASSETS -- 14,881
-------- --------
TOTAL ASSETS $ -- $ 14,881
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ -- $ 11,340
-------- --------
TOTAL CURRENT LIABILITIES -- 11,340
-------- --------
STOCKHOLDERS' EQUITY:
Preferred stock, 50,000,000 shares authorized, par value $0.001,
share issued or outstanding at December 31, 2012 and June 30, 2012
Common stock,100,000,000 shares authorized, par value $0.001,
19,346,000 and 15,100,000 shares issued and outstanding at
December 31, 2012 and June 30, 2012 respectively 19,346 15,100
Common stock subscribed not issued -- 4,088
Additional paid in capital 27,471 --
Deficit accumulated during the development stage (46,817) (15,647)
-------- --------
TOTAL STOCKHOLDERS' EQUITY -- 3,541
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -- $ 14,881
======== ========
The accompanying notes are an integral part of these financial statements
3
SPECIALIZER, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
For the Period from
October 4, 2010
For the Three Months Ended For the Six Months Ended (Inception)
December 31 December 31 Through
------------------------------ ------------------------------ December 31,
2012 2011 2012 2011 2012
------------ ------------ ------------ ------------ ------------
REVENUE $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
EXPENSES 26,253 3,957 31,170 8,589 46,817
------------ ------------ ------------ ------------ ------------
Loss before income taxes (26,253) (3,957) (31,170) (8,589) (46,817)
Provision for income taxes -- -- -- -- --
------------ ------------ ------------ ------------ ------------
NET LOSS $ (26,253) $ (3,957) $ (31,170) $ (8,589) $ (46,817)
============ ============ ============ ============ ============
BASIC AND DILUTED:
Loss per common share a a a a a
------------ ------------ ------------ ------------ ------------
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES 19,346,000 15,100,000 18,872,234 15,100,000 15,248,600
============ ============ ============ ============ ============
----------
a = Less than ($0.01) per share
The accompanying notes are an integral part of these financial statements
4
SPECIALIZER, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
Common Deficit
Common Stock Stock Accumulated
--------------------- Additional Subscribed During the Total
Number of Paid In Not Development Stockholders'
Shares Amount Capital Issued Stage Equity
------ ------ ------- ------ ----- ------
October 4, 2010 (Inception) -- $ -- $ -- $ -- $ -- $ --
Common stock issued to
officers directors for cash
($0.001 per share) 15,100,000 15,100 -- -- -- 15,100
Net loss -- -- -- -- (12) (12)
----------- -------- -------- -------- -------- ---------
BALANCE JUNE 30, 2011 15,100,000 15,100 -- -- (12) 15,088
Common stock subscribed
($0.001 per share) -- -- -- 5,440 -- 5,440
Offering costs -- -- -- (1,352) -- (1,352)
Net loss -- -- -- -- (15,635) (15,635)
----------- -------- -------- -------- -------- ---------
BALANCE JUNE 30, 2012 15,100,000 15,100 -- 4,088 (15,647) 3,541
Common stock issued
($0.01 per share) 4,246,000 4,246 38,214 (5,440) -- 37,020
Offering costs -- -- (10,743) 1,352 -- (9,391)
Net loss -- -- -- -- (31,170) (31,170)
----------- -------- -------- -------- -------- ---------
BALANCE DECEMBER 31, 2012 19,346,000 $ 19,346 $ 27,471 $ -- $(46,817) $ --
=========== ======== ======== ======== ======== =========
The accompanying notes are an integral part of these financial statements
5
SPECIALIZER, INC.
(A Development Stage Company)
STATEMENT OF CASHFLOWS
(UNAUDITED)
For the Period from
October 4, 2010
Six Months Ended (Inception)
December 31, Through
--------------------------- December 31,
2012 2011 2012
-------- -------- --------
OPERATING ACTIVITIES:
Net loss $(31,170) $ (8,589) $(46,817)
Adjustments To Reconcile Net Loss To
Net Cash Used By Operating Activities
Increase (decrease) in accounts payable (11,340) 2,987 --
-------- -------- --------
NET CASH USED BY OPERATING ACTIVITIES (42,510) (5,602) (46,817)
-------- -------- --------
INVESTING ACTIVITIES:
NET CASH USED BY INVESTING ACTIVITIES -- -- --
-------- -------- --------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock 36,960 57,500
Payment of offering costs (247) (5,436) (10,683)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 36,713 (5,436) 46,817
-------- -------- --------
Net Increase (Decrease) in Cash (5,797) (11,038) --
Cash, Beginning of Period 5,797 15,088 --
-------- -------- --------
CASH, END OF PERIOD $ -- $ 4,050 $ --
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASHFLOW INFORMATION
Cash paid during the period for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
Offering costs included in accounts payable $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements
6
SPECIALIZER, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2012
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Specializer, Inc. ("the Company") was incorporated under the laws of the state
of Nevada on October 4, 2010. The Company has limited operations, is considered
a development stage company and has not yet realized any revenues from its
planned operations. The Company originally planned to create mobile business
applications for professionals who work in jobs that require a high degree of
mobility. The applications were aimed to help these professionals, whose jobs
require a high degree of travel and whose work entails dealing with a
differentiated client base, to record their hours, manage their invoices, and
keep track of their stock. However, in connection with the change of control
transaction that closed on January 7, 2013 and which is more fully described
below under the section below titled "Change of Control," the Company appointed
a new executive management team and changed its planned business operations.
The Company now intends to engage in a lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. It will attempt to locate
and negotiate with a business entity for the combination of that target company
with the Company (the "Business Combination). The combination will normally take
the form of a merger, stock- for-stock exchange or stock-for-assets exchange. In
most instances, the target company will wish to structure the business
combination to be within the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No
assurances can be given that it will be successful in locating or negotiating
with any target company.
As a development stage enterprise, the Company discloses the retained earnings
or deficit accumulated during the development stage and the cumulative
statements of operations and cash flows from inception to the current balance
sheet date. Until a Business Combination is completed, the Company's current
director and officer anticipates funding the Company's operating costs through
the completion of a Business Combination. There is no assurance that the Company
will be able to successfully complete a Business Combination.
CHANGE IN CONTROL
On January 7, 2013, Mr. Wenping Luo acquired an aggregate 15,100,000 shares of
the Company's common stock, representing 78.05% of the Company's issued and
outstanding shares as of January 7, 2013. Effective January 7, 2013, (a) Mr.
Simone Bar-Tal resigned as the Company's Director, Chief Executive Officer,
President, and Chief Financial Officer; (b) Mr. Liby Weinstock resigned as the
Company's Secretary, Treasure, and Director; (c) Mr. Wenping Luo, was appointed
as the Company's sole director and officer. Until a Business Combination is
completed, the sole stockholder anticipates funding the Company's operating
costs through the completion of a Business Combination. There is no assurance
that the Company will be able to successfully complete a Business Combination.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
The accompanying unaudited condensed interim financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules and regulations of the United States
Securities and Exchange Commission ("SEC") for interim financial information.
The financial information as of June 30, 2012 is derived from the audited
financial statements. The unaudited condensed interim financial statements
should be read in conjunction with this registration statement, which contains
the audited financial statements and notes thereto.
7
Certain information or footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted, pursuant to the
rules and regulations of the SEC for interim financial reporting. Accordingly,
they do not include all the information and footnotes necessary for a
comprehensive presentation of financial position, results of operations, or cash
flows. It is management's opinion, however, that all material adjustments
(consisting of normal recurring adjustments) have been made which are necessary
for a fair financial statement presentation. The interim results for the period
ended December 31, 2012 are not necessarily indicative of results for the full
fiscal year.
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a June 30 fiscal year end.
EARNINGS PER SHARE
The basic earnings (loss) per share is calculated by dividing our net income
available to common shareholders by the number of common shares during the year.
The diluted earnings (loss) per share is calculated by dividing our net income
(loss) 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 as of the
first of the year for any potentially dilutive debt or equity. The Company has
not issued any potentially dilutive debt or equity securities.
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 and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
DEFERRED OFFERING COSTS
Costs directly related to the issuance of common stock are capitalized when
incurred and reclassed to equity at the time proceeds from the sale of common
stock are received.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of the Company's financial instruments, consisting of
accounts payable and accrued liabilities approximate their fair value due to the
short-term maturity of such instruments. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial statements.
INCOME TAXES
A deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carry forwards.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
8
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
The Company's practice is to recognize interest accrued related to unrecognized
tax benefits in interest expense and penalties in operating expenses. As of
December 31, 2012, the Company did not identify any uncertain tax positions.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Company has not identified any recently issued accounting pronouncements
that are expected to have a material impact on the Company's financial
statements.
NOTE 3. INCOME TAXES
The Company uses the liability method , where deferred tax assets and
liabilities are determined based on the expected future tax consequences of
temporary differences between the carrying amounts of assets and liabilities for
financial and income tax reporting purposes. As of December 31, 2012, the
Company has not generated any taxable income and, therefore, has no tax
liability. As of December 31, 2012, the Company has available operating loss
carry forwards of approximately $46,817, which expire in 2032.
NOTE 4. STOCKHOLDER'S EQUITY
AUTHORIZED
The Company is authorized to issue 100,000,000 shares of $0.001 par value common
stock and 50,000,000 shares of preferred stock, par value $0.001. All common
stock shares have equal voting rights, are non-assessable and have one vote per
share. Voting rights are not cumulative and, therefore, the holders of more than
50% of the common stock could, if they choose to do so, elect all of the
directors of the Company.
ISSUED AND OUTSTANDING
On October 4, 2010, the Company issued 10,000,000 common shares to an officer
and director for cash consideration of $0.001 per share, for net proceeds of
$10,000.
On January 18, 2011, the Company issued 5,000,000 common shares to its officers
and directors for cash consideration of $0.001 per share, for net proceeds of
$5,000.
On May 16, 2011, the Company issued 100,000 common shares to an officer and
director for cash consideration of $0.001per share, for net proceeds of $100.
In June 2012, the company sold 550,000 shares of common shares for cash
consideration of $0.01 per share, for gross proceeds of $5,500. The company also
incurred $9,084 of offering costs of which $5,160 remain unpaid and included in
accounts payable as of June 30, 2012. The amount was fully paid off as of
December 31, 2012. These shares were issued in August 2012.
In July and August 2012, the company sold 3,696,000 shares of common shares for
cash consideration of $0.01 per share, for net proceeds of $36,960. These shares
were issued in August 2012.
9
NOTE 5. RELATED PARTY TRANSACTIONS
The officer and director of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, the officer
and director of the Company may face a conflict in selecting between the Company
and his other business interests. The Company has not formulated a policy for
the resolution of such conflicts.
On October 4, 2010, the Company issued 10,000,000 common shares to a former
officer and director for cash consideration of $0.001 per share, for net
proceeds of $10,000.
On January 18, 2011, the Company issued 5,000,000 common shares to its former
officers and directors for cash consideration of $0.001 per share, for net
proceeds of $5,000.
On May 16, 2011, the Company issued 100,000 common shares to a former officer
and director for cash consideration of $0.001per share, for net proceeds of
$100.
NOTE 6. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. Through December 31, 2012, the Company
has not generated any revenue or incurred any costs to implement it business
plan. This condition raises substantial doubt about the Company's ability to
continue as a going concern. The Company's continuation as a going concern is
dependent on its ability to obtain financing to implement its business plans.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
Management is planning to raise funds through debt or equity offerings through a
business combination. There is no guarantee that the Company will be successful
in these efforts.
NOTE 7. SUBSEQUENT EVENT
On February 1, 2013, the Company received consent from the board of directors to
file a Certificate of Amendment with the Nevada Secretary of State to change the
name of the Company by way of an Agreement and Plan of Merger to Anpulo Food
Development, Inc., which will be incorporated under the laws of the State of
Nevada solely for the purposes of the name. Under the terms of the Merger, the
separate existence of Anpulo Food Development, Inc. shall cease and Specializer,
Inc. shall be the surviving corporation under the name "Anpulo Food Development,
Inc." The name change and merger has not been made effecteve as of the date of
this report.
On February 1, 2013, the Company's Board of Directors approved a ten-for-one
split of the Company's common stock. The stock split has not been effective as
the date of this report.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
This quarterly report on Form 10-Q contains certain forward-looking statements.
Forward-looking statements may include our statements regarding our goals,
beliefs, strategies, objectives, plans, including product and service
developments, future financial conditions, results or projections or current
expectations. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential" or "continue," the negative of
such terms, or other comparable terminology. Such forward-looking statements
appear in this Item 2 - "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and include statements regarding our
expectations regarding our short - and long-term capital requirements and our
business plan and estimated expenses for the coming 12 months. These statements
are subject to known and unknown risks, uncertainties, assumptions and other
factors that may cause actual results to be materially different from those
contemplated by the forward-looking statements. The business and operations of
Specializer, Inc. are subject to substantial risks, which increase the
uncertainty inherent in the forward-looking statements contained in this report.
We undertake no obligation to release publicly the result of any revision to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Further information on potential factors that could affect
our business is described under the heading "Risks Related To Our Business" in
our Form 10-K filed with the Securities and Exchange Commission ("SEC") on
September 28, 2012. Readers are also urged to carefully review and consider the
various disclosures we have made in this report.
Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.
In this quarterly report, unless otherwise specified, all dollar amounts are
expressed in United States dollars and all references to "common shares" refer
to the common shares in our capital stock.
As used in this quarterly report, the terms "we", "us", "our" and "our company"
refer to Specializer, Inc., unless otherwise indicated.
PLAN OF OPERATIONS
We were organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business.
We do not currently engage in any business activities that provide cash flow.
The costs of investigating and analyzing business combinations for the next 12
months and beyond such time will be paid with money to be loaned to or invested
in us by our stockholders, management or other investors. During the next 12
months we anticipate incurring costs related to filing of Exchange Act reports
and consummating an acquisition.
We believe we will be able to meet these costs through use of funds in our
treasury and additional amounts, as necessary, to be loaned by or invested in us
by our stockholders, management or other investors.
We are in the development stage and have negative working capital, negative
stockholders' equity and have not earned any revenues from operations to date.
These conditions raise substantial doubt about our ability to continue as a
going concern. We are currently devoting our efforts to locating merger
candidates. Our ability to continue as a going concern is dependent upon our
ability to develop additional sources of capital, locate and complete a merger
with another company, and ultimately, achieve profitable operations.
11
We may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.
Any target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.
Our management anticipates that it will likely be able to effect only one
business combination, due primarily to our limited financing and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management's plan to offer a controlling interest to a target
business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.
We anticipate that the selection of a business combination will be complex and
extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
CHANGE IN CONTROL
On January 7, 2013, Mr. Wenping Luo acquired an aggregate 15,100,000 shares of
our common stock, representing 78.05% of our issued and outstanding shares as of
January 7, 2013. Effective January 7, 2013, (a) Mr. Simone Bar-Tal resigned as
our director, chief executive officer, president, and chief financial officer;
(b) Mr. Liby Weinstock resigned as our secretary, treasurer, and director; (c)
Mr. Wenping Luo, was appointed as our sole director and chief executive officer.
Until a business combination is completed, the sole stockholder anticipates
funding our operating costs through the completion of a business combination.
There is no assurance that we will be able to successfully complete a business
combination.
RESULTS OF OPERATIONS - THREE AND SIX MONTHS ENDED DECEMBER 31, 2012 COMPARED TO
THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2011
During the three months ended December 31, 2012, we incurred operating expenses
of $26,253, consisting of accounting, auditing and filing fees of $3,622 related
to the filing of our periodic reports with the SEC, other professional fees of $
16,000, and other general and administrative expenses of $6,631. During the six
months ended December 31, 2012, we incurred operating expenses of $31,170,
consisting of accounting, auditing and filing fees of $7,622 related to the
filing of our periodic reports with the SEC, other professional fees of $16,000,
and other general and administrative expenses of $7341.06.
12
During the three months ended December 31, 2011, we incurred operating expenses
of $3,957, consisting of accounting, auditing and filing fees of $3,803 related
to the filing of our periodic reports and Form S-1 registration statement with
the SEC, and other general and administrative expenses of $154. During the six
months ended December 31, 2011, we incurred operating expenses of $8,589,
consisting of accounting, auditing and filing fees of $7,803 related to the
filing of our periodic reports and Form S-1 registration statement with the SEC,
and other general and administrative expenses of $786.
LIQUIDITY AND CAPITAL RESOURCES
To date, we have had negative cash flows from operations and we have been
dependent on sales of our equity securities to meet our cash requirements. We
expect this situation to continue for the foreseeable future. We anticipate that
we will have negative cash flows from operations in the next twelve month
period.
As of December 31, 2012, we do not have any assets or liabilities.
During the six months ended December 31, 2012, we used $31,170 of cash in
operations for the operating expenses described above, in addition to an $11,340
decrease in accounts payable as of December 31, 2012.
During the six months ended December 31, 2012, we obtained $36,360 of cash from
proceeds from issuance of common stock and use $247 of cash for payment of
offering costs in our financing activities.
Because we have not generated any revenue from our business, we will need to
raise additional funds for the future development of our business and to respond
to unanticipated requirements or expenses. There can be no assurance that
additional financing will be available to us, or on terms that are acceptable.
Consequently, we may not be able to proceed with our intended business plans or
complete the development and commercialization of our product.
If we fail to generate sufficient net revenues, we will need to raise additional
capital to continue our operations thereafter. We cannot guarantee that
additional funding will be available on favorable terms, if at all. Any
shortfall will affect our ability to expand or even continue our operations. We
cannot guarantee that additional funding will be available on favorable terms,
if at all.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to stockholders.
CRITICAL ACCOUNTING POLICIES
The accompanying unaudited condensed interim financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules and regulations of the SEC for interim
financial information.
The financial information as of June 30, 2012 is derived from the audited
financial statements. The unaudited condensed interim financial statements
should be read in conjunction with this registration statement, which contains
the audited financial statements and notes thereto.
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Certain information or footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted, pursuant to the
rules and regulations of the SEC for interim financial reporting. Accordingly,
they do not include all the information and footnotes necessary for a
comprehensive presentation of financial position, results of operations, or cash
flows. It is management's opinion, however, that all material adjustments
(consisting of normal recurring adjustments) have been made which are necessary
for a fair financial statement presentation. The interim results for the period
ended December 31, 2012 are not necessarily indicative of results for the full
fiscal year.
BASIS OF ACCOUNTING
Our company's financial statements are prepared using the accrual method of
accounting. Our company has elected a June 30 fiscal year end.
EARNINGS PER SHARE
The basic earnings (loss) per share is calculated by dividing our net income
available to common shareholders by the number of common shares during the year.
The diluted earnings (loss) per share is calculated by dividing our net income
(loss) 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 as of the
first of the year for any potentially dilutive debt or equity. Our company has
not issued any potentially dilutive debt or equity securities.
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 and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
Our company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
DEFERRED OFFERING COSTS
Costs directly related to the issuance of common stock are capitalized when
incurred and reclassed to equity at the time proceeds from the sale of common
stock are received.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of our company's financial instruments, consisting of
accounts payable and accrued liabilities approximate their fair value due to the
short-term maturity of such instruments. Unless otherwise noted, it is
management's opinion that our company is not exposed to significant interest,
currency or credit risks arising from these financial statements.
INCOME TAXES
A deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carry forwards.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
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Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
Our company's practice is to recognize interest accrued related to unrecognized
tax benefits in interest expense and penalties in operating expenses. As of
December 31, 2012, our company had no accrued interest or penalties.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting company", we are not required to provide the information
required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), as of December 31, 2012, we have carried out an
evaluation of the effectiveness of the design and operation of our Company's
disclosure controls and procedures. This evaluation was carried out under the
supervision and with the participation of our chief executive officer (our
principal executive officer, principal financial officer and principal
accounting officer). Based upon the results of that evaluation, our management
has concluded that, as of December 31, 2012, our company's disclosure controls
and procedures were effective and provide reasonable assurance that material
information related to our company required to be disclosed in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to management to allow
timely decisions on required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting
identified in connection with the evaluation described above during the quarter
ended December 31, 2012 that has materially affected or is reasonably likely to
materially affect our internal controls over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our
company, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which our director, officer or
any affiliates, or any registered or beneficial shareholder, is an adverse party
or has a material interest adverse to our interest..
ITEM 1A. RISK FACTORS
As a "smaller reporting company", we are 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.
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ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Effective January 7, 2013, due to a change of control of our company, Mr. Simone
Bar-Tal resigned as our company's director, chief executive officer, president,
and chief financial officer and Mr. Liby Weinstock resigned as our company's
secretary, treasure, and director.
Concurrently, effective January 7, 2013, Mr. Wenping Luo, was appointed as our
company's sole director and chief executive officer.
ITEM 6. EXHIBITS
Exhibit No. Description
----------- -----------
(3) (I) ARTICLES OF INCORPORATION; AND (II) BYLAWS
3.1 Articles of Incorporation (incorporated by reference to our
Registration Statement on Form S-1 filed on September 7, 2011)
3.2 Bylaws (incorporated by reference to our Registration Statement on
Form S-1 filed on September 7, 2011)
(10) MATERIAL CONTRACTS
10.1 Stock Purchase Agreement dated December 21, 2012 between our
company, Liby Weinstock, Simon Bar-Tal and Wenping Luo
(incorporated by reference to our to our Current Report on Form
8-K filed on January 10, 2013)
(31) RULE 13A-14(A)/15D-14(A) CERTIFICATION
31.1* Section 302 Certification under the Sarbanes-Oxley Act of 2002 of
the Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer
(32) SECTION 1350 CERTIFICATION
32.1* Section 906 Certification under the Sarbanes-Oxley Act of 2002 of
the Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer
101** INTERACTIVE DATA FILES
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
----------
* Filed herewith.
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the
Interactive Data Files on Exhibit 101 hereto are deemed not filed or part
of any registration statement or prospectus for purposes of Sections 11 or
12 of the Securities Act of 1933, are deemed not filed for purposes of
Section 18 of the Securities and Exchange Act of 1934, and otherwise are
not subject to liability under those sections.
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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.
SPECIALIZER, INC.
/s/ Wenping Luo
------------------------------------
Wenping Luo
Chief Executive Officer and Director
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
February 14, 2013
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