ShopEye, Inc. - FORM 10-Q/A - August 7, 2013

Attached files

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EX-31 - RULE 13(A)-14(A)/15(D)-14(A) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - ShopEye, Inc.ex_31-1.htm
EX-32 - SECTION 1350 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER - ShopEye, Inc.ex_32-1.htm
EX-31 - RULE 13(A)-14(A)/15(D)-14(A) CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER - ShopEye, Inc.ex_31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q /A

Amendment No. 1

(Mark One)


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended February 28, 2013


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:  333-176098


ShopEye, Inc.

(Exact name of registrant as specified in its charter)


Florida

 

35-2411642

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)


Ethelinda Corpuz

108 Flying Mist Isle, Foster City, CA 94404

                         650-339-1077                         

(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 (§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. See the 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]

 

(Do not check if smaller reporting company)

 

 


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


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 9,650,000 shares of common stock are issued and outstanding as of April 11, 2013.



EXPLANATORY NOTE


The Company is amending the previously filed Form 10-Q for the period ended February 28, 2013 for the purpose of including the Evaluation Disclosure Controls and Procedures in Section 4.


No other information has been changed from the original filing.


TABLE OF CONTENTS


 

 

Page
No.

PART I – FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements

 

 

Balance Sheets at February 28, 2013 (unaudited) and May 31, 2012

3

 

Statements of Operations

4

 

Statements of Cash Flows

5

 

Notes to Financial Statements (unaudited)

6

 

 

 

Item 2.

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

11

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

11

 

 

 

Item 4.

Controls and Procedures.

11

 

 

 

PART II – OTHER INFORMATION

 

 

 

Item 1.

Legal Proceedings.

13

 

 

 

Item 1A.

Risk Factors.

13

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

13

 

 

 

Item 3.

Defaults Upon Senior Securities.

13

 

 

 

Item 4.

Mine Safety Disclosures.

13

 

 

 

Item 5.

Other Information.

13

 

 

 

Item 6.

Exhibits.

13


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION


Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our annual reports on Form 10-K, quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.


OTHER PERTINENT INFORMATION


When used in this report, the terms, “we,” the “Company,” “our,” and “us” refers to ShopEye, Inc., a Florida corporation.


- 2 -


PART I – FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.


ShopEye, Inc.

(A Development Stage Company)

Balance Sheets


 

 

February 28,

 

May 31,

 

 

 

2013

 

2012

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,692

 

$

1,916

 

Total current assets

 

 

2,692

 

 

1,916

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

2,692

 

$

1,916

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Accounts payable & Accrued liabilities

 

$

3,769

 

$

3,500

 

Accrued interest

 

 

88

 

 

—

 

Note payable

 

 

3,000

 

 

—

 

Total liabilities

 

$

6,857

 

$

3,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIENCY)

 

 

 

 

 

 

 

Preferred Stock:

 

 

 

 

 

 

 

20,000,000 shares authorized, $0.0001 par value.

 

 

 

 

 

 

 

0 shares issued and outstanding.

 

 

—

 

 

—

 

Common Stock:

 

 

 

 

 

 

 

480,000,000 shares authorized, $0.0001 par value.

 

 

 

 

 

 

 

9,650,000 and 9,350,000 shares issued and outstanding at

 

 

 

 

 

 

 

February 28, 2013 and May 31, 2012, respectively.

 

$

965

 

$

935

 

Additional paid-in capital

 

 

14,535

 

 

11,565

 

Deficit accumulated during the development stage

 

 

(19,665

)

 

(14,084

)

Total Stockholders’ Equity (Deficiency)

 

 

(4,165

)

 

(1,584

)

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

2,692

 

$

1,916

 


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


- 3 -


ShopEye, Inc.

(A Development Stage Company)

Statements of Operations


 

 

 

 

 

 

 

 

 

 

For the Period

 

 

 

Three

 

Three

 

Nine

 

Nine

 

from Inception

 

 

 

Months

 

Months

 

Months

 

Months

 

May 11,

 

 

 

Ended

 

Ended

 

Ended

 

Ended

 

2011 to

 

 

 

February 28,

 

February 28,

 

February 28,

 

February 28,

 

February 28,

 

 

 

2013

 

2012

 

2013

 

2012

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$

—

 

$

—

 

$

—

 

$

—

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General & Administrative

 

$

1,006

 

$

1,946

 

$

3,631

 

$

2,828

 

$

7,729

 

Professional Fees

 

 

650

 

 

565

 

 

1,950

 

 

2,386

 

 

11,936

 

 

 

 

1,656

 

 

2,511

 

 

5,581

 

 

5,214

 

 

19,665

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss Before Income Taxes

 

$

(1,656

)

$

(2,511

)

$

(5,581

)

$

(5,214

)

$

(19,665

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(1,656

)

$

(2,511

)

$

(5,581

)

$

(5,214

)

$

(19,665

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PER SHARE DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$

—

 

$

—

 

$

—

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted Average Common shares outstanding

 

 

9,650,000

 

 

9,000,000

 

 

9,481,868

 

 

9,000,000

 

 

 

 


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


- 4 -


ShopEye, Inc.

(A Development Stage Company)

Statements of Cash Flows


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Period

 

 

 

Nine

 

Nine

 

from Inception

 

 

 

Months

 

Months

 

May 11, 2011

 

 

 

Ended

 

Ended

 

to

 

 

 

February 28,

 

February 28,

 

February 28,

 

 

 

2013

 

2012

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(5,581

)

$

(5,214

)

$

(19,665

)

 

 

 

 

 

 

 

 

 

 

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in accounts payable and accrued liabilities

 

 

269

 

 

(3,600

)

 

3,769

 

Net cash used in operating activities

 

 

(5,312

)

 

(8,814

)

 

(15,896

)

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note payable

 

 

3,000

 

 

—

 

 

3,000

 

Interest payable

 

 

88

 

 

—

 

 

88

 

Common stock issued for cash

 

 

3,000

 

 

—

 

 

15,500

 

Net cash provided by financing activities

 

 

6,088

 

 

—

 

 

18,588

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE IN CASH AND CASH EQUIVALENTS

 

 

776

 

 

(8,814

)

 

2,692

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

1,916

 

 

9,000

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

2,692

 

$

186

 

$

2,692

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

Interest expense

 

$

—

 

$

—

 

$

—

 

Income taxes

 

$

—

 

$

—

 

$

—

 


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


- 5 -


ShopEye, Inc.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

February 28, 2013


NOTE 1.  GENERAL ORGANIZATION AND BUSINESS


ShopEye, Inc. (the “Company”) is a development stage company, incorporated in the State of Florida on May 11, 2011 with the goal to provide retailers the ability to provide a consumer application with consolidated real-time in store product information. The Company plans to develop the application to provide product information, coupons, ratings, and opinions to enhance the shopping experience.


The Company’s management has chosen May 31 for its fiscal year end.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES


Basis of Presentation


The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (US GAAP) for interim financial information and in accordance with professional standards promulgated by the Public Company Accounting Oversight Board (PCAOB). They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the three and nine months ended February 28, 2013, respectively along with the period May 11, 2011 (date of inception) to February 28, 2013.


These financial statements should be read in conjunction with the financial statements and notes thereto for the year ended May 31, 2012 included in the Company’s 10-K. The financial data for the nine month period presented may not necessarily reflect the results to be anticipated for the complete year ended May 31, 2013.


Accounting Basis


The Company is currently a development stage company reporting under the provisions of Accounting Standards Codification (“ASC”) 915, Development Stage Entity. These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.


Cash and Cash Equivalents


Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less.


Fair Value of Financial Instruments


The fair value of cash and cash equivalents and accounts payable approximates the carrying amount of these financial instruments due to their short maturity.


Earnings (Loss) per Share


The Company adopted ASC 260, Earnings per Share. Basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding for the period. 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. There are no diluted shares outstanding.


Dividends


The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.


- 6 -


ShopEye, Inc.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

February 28, 2013


Income Taxes


The Company adopted ASC 740, Income Taxes, at its inception. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. 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. No deferred tax assets or liabilities were recognized as of February 28, 2013.


Advertising


The Company will expense advertising as incurred. The advertising since inception has been zero.


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.


Revenue and Cost Recognition


The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.


Related Parties


Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.


Property


The Company does not own any real estate or other properties. The Company’s office is located at the CEO’s house at 108 Flying Mist Isle, Foster City, CA 94404.


Recently Issued Accounting Pronouncements


The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.


- 7 -


ShopEye, Inc.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

February 28, 2013


NOTE 3.  INCOME TAXES


The Company provides for income taxes under ASC Topic 740 which requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.


ASC Topic 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset.


The Company utilizes the asset and liability method for financial reporting of income taxes. Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and the tax basis of assets and liabilities, and are measured by applying enacted rates and laws to taxable years in which such differences are expected to be recovered or settled. Any changes in tax rates or laws are recognized in the period when such changes are enacted.


As of February 28, 2013, the Company has $7,669 in gross deferred tax assets resulting from net operating loss carry-forwards. A valuation allowance has been recorded to fully offset these deferred tax assets because the Company’s management believes future realization of the related income tax benefits is uncertain. Accordingly, the net provision for income taxes is zero for the period May 11, 2011 (inception) to February 28, 2013. As of February 28, 2013, the Company has federal net operating loss carry forwards of approximately $19,665 available to offset future taxable income through 2033. The difference between the tax provision at the statutory federal income tax rate on February 28, 2013 and the tax provision attributable to loss before income taxes is as follows:


 

 

For the period

 

 

May 11, 2011

 

 

(date of inception)

 

 

through

 

 

February 28, 2013

 

 

 

Statutory federal income taxes

 

34.0%

State taxes, net of federal benefits

 

5.0%

Valuation allowance

 

-39.0%

Income tax rate

 

—   


The Company has not been required to file income tax returns since the date of inception.


As of February 28, 2013, the Company had estimated net loss carry forwards of approximately $19,665 which expires through its tax year ending 2033. Utilization of these net operating loss carry forwards may be limited in accordance with IRC Section 382 in the event of certain shifts in ownership.


- 8 -


ShopEye, Inc.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

February 28, 2013


NOTE 4.  STOCKHOLDERS’ EQUITY


Preferred Stock


As of February 28, 2013, there are 20,000,000 Preferred Shares at $0.0001 par value authorized, none issued and outstanding.


Common Stock


On May 19, 2011, the Company issued 9,000,000 of its $0.0001 par value common stock for $8,100 cash and $900 in a stock subscription receivable to the founder of the Company. The issuance of the shares was made to the sole officer and director of the Company and an individual who is a sophisticated and accredited investor, therefore, the issuance was exempt from registration of the Securities Act of 1933 by reason of Section 4 (2) of that Act.


On May 1, 2012, the Company issued 350,000 of its $0.0001 par value common stock to shareholders for $3,500.  The issuance of the shares were made pursuant to the Company’s S1 registration statement.


On November 1, 2012, the Company issued 300,000 of its $0.0001 par value common stock to shareholders for $3,000.  The issuance of the shares were made pursuant to the Company’s S1 registration statement.


As of February 28, 2013, there are 9,650,000 common shares issued and outstanding.


NOTE 5.  RELATED PARTY TRANSACTIONS


As of February 28, 2013, the sole officer and sole director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities that become available. He may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.


NOTE 6.  GOING CONCERN


As of February 28, 2013, the accompanying financial statements have been presented on the basis that it is a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.


For the period May 11, 2011 (date of inception) through February 28, 2013 the Company has had a net loss of $19,665 consisting of SEC audit and review fees, California state taxes, and incorporation fees for the Company to initiate its SEC reporting requirements.


As of February 28, 2013, the Company has not yet emerged from the development stage. In view of these matters, recoverability of any asset amounts shown in the accompanying unaudited financial statements is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities principally from the sale of equity securities. The Company intends on financing its future development activities and its working capital needs largely from loans and the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.


- 9 -


ShopEye, Inc.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

February 28, 2013


NOTE 7.  CONCENTRATION OF RISKS


Cash Balances


The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC). Accounts at each institution are insured up to $250,000. The Company had no deposits in excess of insured amounts as of February 28, 2013.


NOTE 8.  NOTE PAYABLE


On August 14, 2012, the company issued a note payable in the amount of $3,000 to an unrelated party. The note accrues interest at 5% and is due on demand.


NOTE 9.  SUBSEQUENT EVENTS


The Company has evaluated events and transactions that occurred subsequent to February 28, 2013 through April 11, 2013, the date the interim financial statements were available to be issued, for potential recognition or disclosure in the accompanying financial statements. Other than the disclosures above, the Company did not identify any events or transactions that should be recognized or disclosed in the accompanying financial statements.


- 10 -


ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


Overview


ShopEye, Inc. is a development stage company and was incorporated in Florida on May 11, 2011. ShopEye is developing software with the goal to provide retailers the ability to provide a consumer application with consolidated real-time in store product information. The Company plans to develop the application to provide product information, coupons, ratings, and opinions to enhance the shopping experience.


Results of Operations


The following discussion should be read in conjunction with the condensed financial statements and segment data and in conjunction with the Company’s 10-K and amended S-1/A’s. Results or interim periods may not be indicative of results for the full year.


During the third quarter of the fiscal year 2013, the Company continued to work on the software architecture, prototypes, and documentation of the in-store application.  The application intends to provide users real time product information.


Total expenses for the three (3) months ended February 28, 2013 were $1,656 resulting in an operating loss for the period of $1,656 as compared to total expenses of $2,511 for the period ended February 29, 2012. The decrease was because of reduced filing and XBRL services fees in the quarter ended February 28, 2013.


General and Administrative expenses for the three (3) months ended February 28, 2013 were $1,006.  There was $650 in professional fees.


Total expenses for the nine (9) months ended February 28, 2013 were $5,581 resulting in an operating loss for the period of $5,581 as compared to total expenses of $5,214 for the same period ended February 29, 2012.  


General and Administrative expenses for the nine (9) months ended February 28, 2013 were $3,631.  There was $1,950 in professional fees.


Liquidity and Capital Resources


At February 28, 2013 we had working capital of -$4,165 consisting of cash on hand of $2,692, and $6,857 in current liabilities as compared to working capital of -$1,584 at May 31, 2012 and cash of $1,916.


Net cash used in operating activities for the nine (9) months ended February 28, 2013 was $5,312 as compared to $8,814 for the period ending February 29, 2012.  The decrease was due to the audit and legal fees in the prior year.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not applicable to a smaller reporting company.


ITEM 4.  CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures.  We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures 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. Based on her evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our President, who serves as both our principal executive officer and principal financial and accounting officer, concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our President, to allow timely decisions regarding required disclosure as a result of the material weaknesses in our internal control over financial reporting described below.


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Management’s Report On Internal Control Over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:


 

·

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

 

 

 

 

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

 

 

 

 

·

Provide reasonable assurance regarding prevention or timely detection of  unauthorized acquisition, use or disposition of the company’s assets that  could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.


As of February 28, 2013 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.


The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of February 28, 2013.


Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.


Management’s Remediation Initiatives


In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:


We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.


Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.


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We anticipate that these initiatives will be at least partially, if not fully, implemented by October 31, 2013. Additionally, we plan to test our updated controls and remediate our deficiencies by August 31, 2013.


Changes in internal controls over financial reporting


There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.


PART II – OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.


None.


ITEM 1A.  RISK FACTORS.


Not applicable to a smaller reporting company.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.


None.


ITEM 4.  MINE SAFETY DISCLOSURES.


Not applicable.


ITEM 5.  OTHER INFORMATION.


None.


ITEM 6.  EXHIBITS.


31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer

 

 

31.2

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer

 

 

32.1

Section 1350 Certification of principal executive officer and principal financial and accounting officer

 

 

101 *

Interactive Data Files of Financial Statements and Notes.


* Previously submitted. No changes were made.


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.


 

ShopEye, Inc.

 

 

 

August 7, 2013

By:

/s/ Ethelinda Corpuz

 

Its:

Ethelinda Corpuz
President, Secretary, Treasurer,
Principal Executive Officer,
Principal Financial and Accounting Officer and Sole Director


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ShopEye, Inc. Reports