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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 the quarterly period ended: September 30, 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: 000-52942

 

THE ENGRAVING MASTERS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

20-5543728

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

3717 W. Woodside, Spokane, WA

99208

(Address of principal executive offices)

(Zip Code)

 

 

(509) 599-2728

(Registrant's telephone number, including area code)

 

 

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


Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [   ]   No [X]


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    [  ]  (Do not check if a smaller reporting company)

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 [   ]


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


Common Stock, $0.001 par value

7,630,000 shares

(Class)

(Outstanding as at November 14, 2013)




THE ENGRAVING MASTERS, INC.


Table of Contents




Page

PART I - FINANCIAL INFORMATION

3

Unaudited Financial Statements

3

Condensed Balance Sheets

4

Condensed Statements of Operations

5

Condensed Statements of Cash Flows

6

Notes to Condensed Financial Statements

7

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

10

Controls and Procedures

11

PART II - OTHER INFORMATION

12

Legal Proceedings

12

Exhibits and Reports on Form 8-K

12

SIGNATURES

13




































PART I - FINANCIAL INFORMATION


Unaudited Financial Statements


The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission").  While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company's December 31, 2012, Annual Report on Form 10-K previously filed with the Commission on April 15, 2013.














































3




The Engraving Masters, Inc.

(A Development Stage Company)

Condensed Balance Sheets




 

September 30,

 

December 31,

 

2013

 

2012

 

(unaudited)

 

(audited)

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

   Cash

$

2,859

 

$

582

      Total current assets

 

2,859

 

 

582

 

 

 

 

 

 

Total assets

$

2,859

 

$

582

 

 

 

 

 

 

Liabilities and Stockholders’ Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

   Accounts payable

$

2,350

 

$

-

   Note payable

 

2,000

 

 

2,000

      Total current liabilities

 

4,350

 

 

2,000

 

 

 

 

 

 

Total liabilities

 

4,350

 

 

2,000

 

 

 

 

 

 

Stockholders’ equity (deficit)

 

 

 

 

 

    Preferred stock, $0.001 par value, 100,000,000 shares

 

 

 

 

 

      authorized, no shares issued and outstanding

 

-

 

 

-

    Common stock, $0.001 par value, 100,000,000 shares

 

 

 

 

 

      authorized, 7,630,000 shares issued and outstanding

 

 

 

 

 

      as of 9/30/13 and 12/31/12

 

7,630

 

 

7,630

   Additional paid-in capital

 

90,545

 

 

78,145

   Deficit accumulated during development stage

 

(99,666)

 

 

(87,193)

   Total stockholders’ equity (deficit)

 

(1,491)

 

 

(1,418)

 

 

 

 

 

 

Total liabilities and stockholders’ equity (deficit)

$

2,859

 

$

582














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





4




The Engraving Masters, Inc.

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)




 

Three Months Ended

Nine Months Ended

Inception

 

September 30,

September 30,

(September 11, 2006) to

 

2013

2012

2013

2012

September 30, 2013

 

 

 

 

 

 

Revenue

$

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

   Depreciation expense

 

-

 

-

 

-

 

-

 

1,521

   General and administrative expenses

 

2,531

 

2,688

 

12,473

 

12,322

 

98,145

      Total expenses

 

2,531

 

2,688

 

12,473

 

12,322

 

99,666

 

 

 

 

 

 

 

 

 

 

 

Loss before provision for income taxes

 

(2,531)

 

(2,688)

 

(12,473)

 

(12,322)

 

(99,666)

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(2,531)

$

(2,688)

$

(12,473)

$

(12,322)

$

(99,666)

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of

 

 

 

 

 

 

 

 

 

 

   common shares outstanding - basic

 

7,630,000

 

7,630,000

 

7,630,000

 

7,630,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share - basic

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 


























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





5




The Engraving Masters, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)




 

For the nine months ended

 

Inception

 

September 30,

 

(September 11, 2006) to

 

2013

 

2012

 

September 30, 2013

 

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

Net loss

$

(12,473)

 

$

(12,322)

 

$

(99,666)

Adjustments to reconcile net loss to

 

 

 

 

 

 

 

 

   net cash used by operating activities:

 

 

 

 

 

 

 

 

      Depreciation

 

-

 

 

-

 

 

1,521

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

   Increase in accounts payable

 

2,350

 

 

-

 

 

2,350

Net cash (used) by operating activities

 

(10,123)

 

 

(12,322)

 

 

(95,795)

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

   Purchase of fixed assets

 

-

 

 

-

 

 

(1,521)

Net cash (used) by investing activities

 

-

 

 

-

 

 

(1,521)

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

   Proceeds from notes payable

 

-

 

 

-

 

 

2,000

   Donated capital

 

12,400

 

 

12,500

 

 

56,075

   Issuances of common stock

 

-

 

 

-

 

 

42,100

Net cash provided by financing activities

 

12,400

 

 

12,500

 

 

100,175

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

2,277

 

 

178

 

 

2,859

Cash - beginning of the year

 

582

 

 

314

 

 

-

Cash - end of the year

$

2,859

 

$

492

 

$

2,859

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

   Interest paid

 

-

 

 

-

 

 

-

   Income taxes paid

 

-

 

 

-

 

 

-



 


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




6




The Engraving Masters, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements


Note 1 - Basis of presentation


The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.


These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2012 and notes thereto included in the Company's annual report on Form 10-K.  The Company follows the same accounting policies in the preparation of interim reports.


Results of operations for the interim periods are not indicative of annual results.


Note 2 - History and organization of the company


The Company was organized September 11, 2006 (Date of Inception) under the laws of the State of Nevada, as The Engraving Masters, Inc.  The Company is authorized to issue up to 100,000,000 shares of its common stock and 100,000,000 shares of preferred stock, each with a par value of $0.001 per share.


The business of the Company is to sell engraved awards and collectibles via the Internet.  The Company has limited operations and in accordance with ASC 915-10, “Development Stage Entities,” the Company is considered a development stage company.  


Note 3 - Going concern


The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company had an accumulated deficit of $99,666. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.


In order to continue as a going concern, the Company will need, among other things, additional capital resources.  The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital.  The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing.  There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.


The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.






7




The Engraving Masters, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements


Note 4 - Accounting Policies and Procedures


Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.


Revenue recognition

The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the amount of fees to be paid by the customer is fixed or determinable; (3) the product has been provided to the customer; and (4) the collection of our fees is probable.  The Company will record revenue when it is realizable and earned and the product has been shipped to the customer.


Loss per share

Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”.  Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period.  Diluted income (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. The Company had no dilutive common stock equivalents, such as stock options or warrants as of September 30, 2013.


Note 5 - Debt and interest expense


Through September 30, 2013, a non-affiliated third-party loaned the Company an aggregate of $2,000 in cash.  The note bears no interest and is due upon demand.  


Note 6 - Stockholders’ equity


The Company is authorized to issue 100,000,000 shares of $0.001 par value common stock and 100,000,000 shares of $0.001 par value preferred stock.


From the inception of the Company through September 30, 2013, an officer and director of the Company donated cash in the amount of $56,075.  The entire amount is considered to be additional paid-in capital.


As of September 30, 2013, there have been no other issuances of common stock.


Note 7 - Warrants and options


As of September 30, 2013, there were no warrants or options outstanding to acquire any additional shares of common stock.












8




The Engraving Masters, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements


Note 8 - Related party transactions


From the inception of the Company through September 30, 2013, an officer and director of the Company donated cash in the amount of $56,075.  The entire amount is considered to be additional paid-in capital.


The Company does not lease or rent any property.  Office services are provided without charge by an officer and director of the Company.  Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.  The officers and directors 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, such persons may face a conflict in selecting between the Company and their other business interests.  The Company has not formulated a policy for the resolution of such conflicts.


Note 9 - Subsequent Events


The Company’s Management has reviewed all material events through the date of this report in accordance with ASC 855-10, and believes there are no further material subsequent events to report.






































9




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


Forward-Looking Statements


This Quarterly Report contains forward-looking statements about The Engraving Masters, Inc.’s business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available.  We can give no assurance that the expectations indicated by such forward-looking statements will be realized.  If any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, The Engraving Master’s actual results may differ materially from those indicated by the forward-looking statements.


The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.


There may be other risks and circumstances that management may be unable to predict.  When used in this Quarterly Report, words such as,  "believes,"  "expects," "intends,"  "plans,"  "anticipates,"  "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.


Management’s Discussion and Results of Operation


We plan on becoming an online retailer of engraved products and awards, consisting of trophies, plaques, medals, statuettes and other recognition awards capable of being engraved with various congratulatory or personal phrases, for the purpose of recognizing achievements in sports, academics or other celebrations.  Since our inception, we have worked with the singular goal of executing our business plan and establishing a base of operations.  Unfortunately, we generated no revenues in any period since our inception.  We have no sources of revenues and cannot forecast the amount, if any, of revenues we will generate for the foreseeable future.


In the execution of our business, we incur depreciation expense related to our computer equipment, as well as various general and administrative costs.  General and administrative expenses mainly consist of office expenditures and accounting and legal fees.  


During the three months ended September 30, 2013, our expenses of $2,531 consisted solely of general and administrative expenses.  In the comparable three month period ended September 30, 2012, our expenses of $2,688 consisted solely of general and administrative expenses.  


In the nine month period ended September 30, 2013, total expenses were $12,473 compared to $12,322 in the comparable period ended September 30, 2012.  


Aggregate operating expenses from our inception on September 11, 2006 through September 30, 2013 were $99,666, of which $1,521 is related to depreciation expense and $98,145in general and administrative expenses.  We expect to continue to incur general and administrative expenses for the foreseeable future, although we cannot estimate the extent of these costs.


As a result of not having revenues and incurring ongoing expenses related to the implementation of our business, we have experienced net losses in all periods since our inception on September 11, 2006.  In the three month period ended September 30, 2013, our net loss totaled $2,531, compared to a net loss of $2,688 in the comparable three month period ended September 30, 2012.  During the nine month period ended September 30, 2013, we incurred a net loss of $12,473.  In the comparable nine month period ended September 30, 2012, we incurred a net loss of $12,322.  Since our inception, we have accumulated net losses in the amount of $99,666.  We anticipate incurring ongoing operating losses and cannot predict when, if at all, we may expect these losses to plateau or narrow.  We have not been profitable from our inception through September 30, 2013.  There is significant uncertainty projecting future profitability due to our history of losses, lack of revenues, and due to our reliance on the performance of third parties on which we have no direct control.  




10




Generating sales in the next 12 months is important to support our business.  In order for us to achieve profitability and support our planned ongoing operations, we estimate that we must begin generating a minimum of $25,000 in sales in the next 12 months.  However, we cannot guarantee that we will generate any sales, let alone achieve that target.  As of the date of this quarterly report, we are a development stage company with no revenues and a limited operational history.  We have a website located at www.engravingmasters.com to serve as our sole method of attracting customers and generating sales.  We intend to operate solely as an online company.  All sales are expected to be realized through our website.  To date, we have not received any orders via the website.  


Our management believes that most organizations are postponing or suspending purchasing engraved award products, such as we sell.  As a result, we have decided to delay all marketing and promotional efforts.  We intended to implement search engine placement and keyword submission optimization services to increase the visibility of our website.  To date, we have not developed or implemented any marketing strategy.  


As of September 30, 2013, we had $2,859 of cash on hand, which our management believes these funds are not sufficient to implement our planned strategies and establish a base of operations over the next 12 months.  Our management expects that we will experience net cash out-flows for the fiscal year 2013, given the developmental nature of our business.  We cannot predict the stability of current or projected overhead or that we will generate sufficient revenues to maintain our operations without the need for additional capital.  Our management believes we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern.  There are no formal or informal agreements to attain such financing.  We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.  As such, our principal accountants have expressed substantial doubt about our ability to continue as a going concern because we have limited operations and have not fully commenced planned principal operations.  If our business fails, our investors may face a complete loss of their investment.  


Our management does not expect to incur research and development costs.


We do not have any off-balance sheet arrangements.


We currently do not own any significant plant or equipment that we would seek to sell in the near future.  


We have not paid for expenses on behalf of our directors.  Additionally, we believe that this fact shall not materially change.


We currently do not have any material contracts and or affiliations with third parties.


Controls and Procedures


Evaluation of Disclosure Controls and Procedures


Our Principal Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the period covered by this Report. Based on that evaluation, it was concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose 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 our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure


Changes in internal controls over financial reporting  


There were no changes 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.






11




Limitations on Effectiveness of Controls and Procedures


In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.


PART II - OTHER INFORMATION


Legal Proceedings


We are not a party to any material legal proceedings.


Exhibits and Reports on Form 8-K


Exhibit Number

Name and/or Identification of Exhibit

 

 

3

Articles of Incorporation & By-Laws

 

 

 

(a) Articles of Incorporation *

 

 

 

(b) By-Laws *

 

 

31

Rule 13a-14(a)/15d-14(a) Certifications

 

 

 

(a) David Uddman

 

 

 

(b) Jolene Uddman

 

 

32

Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)

 

 

101

Interactive Data File

 

 

 

(INS) XBRL Instance Document

 

(SCH) XBRL Taxonomy Extension Schema Document

 

(CAL) XBRL Taxonomy Extension Calculation Linkbase Document

 

(DEF) XBRL Taxonomy Extension Definition Linkbase Document

 

(LAB) XBRL Taxonomy Extension Label Linkbase Document

 

(PRE) XBRL Taxonomy Extension Presenation Linkbase Document


*  Incorporated by reference herein filed as exhibits to the Company’s Registration Statement on Form 10 previously filed with the SEC on November 28, 2007, and subsequent amendments made thereto.












12




SIGNATURES


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


THE ENGRAVING MASTERS, INC.

(Registrant)

 

Signature

Title

Date

 

 

 

/s/ David Uddman

President and

November 14, 2013

David Uddman

Chief Executive Officer

 

 

 

 

/s/ Jolene Uddman

Chief Financial Officer

November 14, 2013

Jolene Uddman

 

 

 

 

 

/s/ Jolene Uddman

Chief Accounting Officer

November 14, 2013

Jolene Uddman

 

 

































13