JOEY NEW YORK, INC. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - JOEY NEW YORK, INC.	Financial_Report.xls
EX-32.1 - CERTIFICATION - JOEY NEW YORK, INC.	ex32.htm
EX-31.1 - CERTIFICATION - JOEY NEW YORK, INC.	ex311.htm

U.S. 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 the quarterly period ended August 31, 2013

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

For the transition period from ______ to _______

Commission File No. 333-180954

JOEY NEW YORK, INC.

(Formerly known as PRONTO CORP.)

(Exact name of registrant as specified in its charter)

Nevada	7521	68-0682410
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Number)	(IRS Employer Identification Number)

909 Bay Street, Suite 812

Toronto, Ontario, Canada M5S 3G2

(514) 513-7579

(Issuer’s telephone number)

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company þ

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class	Outstanding as of October 17, 2013
Common Stock, $0.001	69,000,000

Form 10-Q


Part 1	FINANCIAL INFORMATION

Item 1	Financial Statements	4

	Balance Sheets	4

	Statements of Operations	5

	Statements of Cash Flows	6

	Notes to Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14

Item 4.	Controls and Procedures	15

Part II.	OTHER INFORMATION

Item 1	Legal Proceedings	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	15

Item 5	Other Information	16

Item 6	Exhibits	17

CONTENTS

	Page #

Balance Sheets – August 31, 2013 (Unaudited) and February 28, 2013	4

Statements of Operations – Three and Six Months Ended August 31, 2013 and 2012, and from Inception (December 22, 2011) to August 31, 2013 (Unaudited)	5

Statements of Cash Flows – Six Months Ended August 31, 2013 and 2012, and from Inception (December 22, 2011) to August 31, 2013 (Unaudited)	6

Notes to the Financial Statements (Unaudited)	7

JOEY NEW YORK, INC. (Formerly known as PRONTO CORP.) (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS
	August 31, 2013 (Unaudited)			February 28, 2013
ASSETS
Current Assets
Cash	$	299		$	17,603
Total current assets		299			17,603
Total assets	$	299		$	17,603
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable – related party	$	15,600		$	11,000
Total current liabilities		15,600			11,000
Total liabilities		15,600			11,000
Stockholders’ Equity (Deficit)
Common stock, $0.001 par value, 1,500,000,000 shares authorized; 69,000,000 shares issued and outstanding		69,000			69,000
Additional paid-in-capital		(40,900	)		(40,900	)
Deficit accumulated during the development stage		(43,401	)		(21,497	)
Total stockholders’ equity (deficit)		(15,301	)		6,603
Total liabilities and stockholders’ equity (deficit)	$	299		$	17,603

See accompanying notes to the financial statements

JOEY NEW YORK, INC.

(Formerly known as PRONTO CORP.)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended August 31, 2013			Three Months Ended August 31, 2012			Six Months Ended August 31, 2013			Six Months Ended August 31, 2012			From Inception (December 22, 2011) To August 31, 2013

General and administrative expense	$	4,769		$	1,321		$	21,904		$	11,929		$	43,401
Net loss	$	(4,769	)	$	(1,321	)	$	(21,904	)	$	(11,929	)	$	(43,401	)
Loss per common share – basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted average number of common shares outstanding-basic and diluted	$	69,000,000		$	52,169,231		$	69,000,000		$	52,084,153

See accompanying notes to the financial statements

JOEY NEW YORK, INC. (Formerly known as PRONTO CORP.) (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (Unaudited)
	Six Months Ended August 31, 2013			Six Months Ended August 31, 2012			From Inception (December 22, 2011) To August 31, 2013
Operating Activities
Net loss	$	(21,904	)	$	(11,929	)	$	(43,401	)
Net cash used in operating activities		(21,904	)		(11,929	)		(43,401	)
Financing Activities
Proceeds from related party advances		4,600			9,000			15,600
Proceeds from common stock issued for cash		-			9,900			28,100
Net cash provided by financing activities		4,600			18,900			43,700
Net increase (decrease) in cash		(17,304	)		6,971			299
Cash - beginning of the period		17,603			2,700			-
Cash - end of the period	$	299		$	9,671		$	299
Supplemental cash flow information:
Cash paid for:
Interest	$	-		$	-		$	-
Taxes	$	-		$	-		$	-
Non-Cash Investing and Financing Activities:
Subscriptions receivable	$	-		$	3,900		$	-

See accompanying notes to the financial statements

JOEY NEW YORK, INC.

(Formerly known as PRONTO CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2013

(Unaudited)

NOTE 1- ORGANIZATION AND NATURE OF OPERATIONS AND DEVELOPMENT STAGE COMPANY

Joey New York, Inc. (“the Company”) was incorporated under the laws of the State of Nevada on December 22, 2011. The Company is currently inactive.

The Board of Directors approved a change of its name to Joey New York, Inc. effective August 27, 2013. The Board approved the name change in connection with the Company’s intended new business focus which is developing beauty products. The Company anticipates closing a merger with a Florida company which will allow the Company to execute its new business plan.

The Company’s financial statements are presented as those of a development stage company. Activities during the development stage primarily include implementing the business plan and obtaining additional equity related financing.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). 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 the Company’s opinion, however, that the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited financial statements should be read in conjunction with the Annual Report on Form 10-K for the years ended February 28, 2013 and February 29, 2012 as filed with the SEC, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the years ended February 29, 2013 and February 28, 2012. The interim results for the six months ended August 31, 2013 are not necessarily indicative of the results to be expected for the year ending February 28, 2014 or for any future interim periods.

The Company’s fiscal year end is February 28.

JOEY NEW YORK, INC.

(Formerly known as PRONTO CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2013

(Unaudited)

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.

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

Risks and Uncertainties

The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.

Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $21,904 and net cash used in operations of $21,904 for the six months ended August 31, 2013, and a working capital deficit of $15,301 and stockholders’ deficit of $15,301 at August 31, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company does not yet have a history of financial stability. Historically, the principal source of liquidity has been the issuance of equity securities and related party advances. In addition, the Company is in the development stage and has generated no revenues since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

JOEY NEW YORK, INC.

(Formerly known as PRONTO CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2013

(Unaudited)

The ability of the Company to continue operations is dependent on the success of Management’s plans, which include the raising of capital through the issuance of equity securities, until such time that funds provided by operations are sufficient to fund working capital requirements.

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

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

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company had no cash equivalents at August 31, 2013 and February 28, 2013.

Earnings per Share

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of August 31, 2013 and 2012 the company had no potential dilutive shares outstanding.

On August 27, 2013, the Company executed a 20 for 1 forward stock split. All share and per share amount have been retroactively restated to the earliest period presented.

The Company also increased its authorized shares from 75,000,000 to 1,500,000,000.

JOEY NEW YORK, INC.

(Formerly known as PRONTO CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2013

(Unaudited)

Fair Value of Financial Instruments

The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

●	Level 1 – quoted market prices in active markets for identical assets or liabilities.

●

Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated

by observable market data for substantially the full term of the assets or liabilities.

●	Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying amounts of the Company’s short-term financial instruments, including cash and accounts payable – related party, approximates fair value due to the relatively short period to maturity for these instruments.

Recent Accounting Pronouncements

There are no new accounting pronouncements expected to have any impact on the Company’s financial statements.

Reclassification

Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation. There were no material changes to financial position, operations or cash flows.

JOEY NEW YORK, INC.

(Formerly known as PRONTO CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2013

(Unaudited)

NOTE 3 – ACCOUNTS PAYABLE – RELATED PARTY

During 2012, the sole director of the Company advanced $500. The advances were non-interest bearing, unsecured and due on demand.

During 2013, the sole director of the Company advanced $15,100. The advances were non-interest bearing, unsecured and due on demand.

NOTE 4 – STOCKHOLDERS’ EQUITY (DEFICIT)

During 2012, the Company issued 52,000,000 shares of common stock, to the sole officer and director, for $2,600 ($0.0001/share).

During 2013, the Company issued 17,000,000 shares of its common stock to third parties for $25,500 ($0.002/share).

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

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

GENERAL

Joey New York, Inc. was incorporated under the laws of the State of Nevada on December 22, 2011. Our registration statement has been filed with the Securities and Exchange Commission on April 26, 2012 and was declared effective on August 27, 2012.

Forward-Looking Statements

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

For a description of such risks and uncertainties refer to our Registration Statement on Form S-1, which was declared effective by the Securities and Exchange Commission on August 27, 2012. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

RESULTS OF OPERATION

We are a development stage company with limited operations since our inception on December 22, 2011 to August 31, 2013. As of August 31, 2013, we had total assets of $299 and total liabilities of $15,600. Since our inception to August 31, 2013, we have accumulated a deficit of $43,401. We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three Month Period Ended August 31, 2013 Compared to the Three Month period ended August 31, 2012

Our net loss for the three month period ended August 31, 2013 was $4,769 compared to a net loss of $1,321 during the three month period ended August 31, 2012. During the three month periods ended August 31, 2013 and 2012, we did not generate any revenues.

During the three month period ended August 31, 2013, we incurred $4,769 in general and administrative expenses compared to $1,321 during the three month period ended August 31, 2012. General and administrative and professional fee expenses incurred during the three month period ended August 31, 2013 and 2012 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

The weighted average number of shares outstanding (basic and diluted) was 69,000,000 and 52,169,231 for the three month periods ended August 31, 2013 and 2012, respectively.

Six Month Period Ended August 31, 2013 Compared to the Six Month period ended August 31, 2012

Our net loss for the six month period ended August 31, 2013 was $21,904 compared to a net loss of $11,929 during the six month period ended August 31, 2012. During the six month periods ended August 31, 2013 and 2012, we did not generate any revenues.

During the six month period ended August 31, 2013, we incurred $21,904 in general and administrative expenses compared to $11,929 during the six month period ended August 31, 2012. General and administrative and professional fee expenses incurred during the six month period ended August 31, 2013 and 2012 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

The weighted average number of shares outstanding (basic and diluted) was 69,000,000 and 52,084,153 for the six month periods ended August 31, 2013 and 2012, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of August 31, 2013

As At August 31, 2013 our current assets were $299 compared to $17,603 in current assets at February 28, 2013. As at August 31, 2013, our current liabilities were $15,600.

Stockholders’ deficit was $15,301 as of August 31, 2013 compared to stockholders’ equity of $6,603 as of February 28, 2013.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six month period ended August 31, 2013, net cash flows used in operating activities was $21,904 compared to $11,929 for the six month period ended August 31, 2012. Net cash flows used in operating activities was $43,401 for the period from inception (December 22, 2011) to August 31, 2013.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and advances from our sole director. For the six month period ended August 31, 2013, cash flow provided by financing activities was $4,600 compared to $18,900 for the six month period ended August 31, 2012. For the period from inception (December 22, 2011) to August 31, 2013, net cash provided by financing activities was $43,700 received from proceeds from issuance of common stock and advance from the director.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any 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 are material to investors.

GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net loss of $21,904 and net cash used in operations of $21,904 for the Six months ended August 31, 2013, and a working capital deficit of $15,301 and stockholders’ deficit of $15,301 at August 31, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

ITEM 4 CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Item 1A. Risk Factors

A smaller reporting company, as defined by Item 10 of Regulation S-K, 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

Not applicable

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits:

Number	Description

31.1	Certification of Principal Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002

31.2	Certification of Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002

32.1	Certification of Chief Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Joey New York, Inc.

Dated: October 18, 2013	By: /s/ Svetlana Gofman
	Svetlana Gofman, President and Chief Executive Officer and Chief Financial Officer

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