Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - Clone Algo Inc. | Financial_Report.xls |
| EX-32.1 - CERTIFICATION - Clone Algo Inc. | f10q0913ex32i_corridorventu.htm |
| EX-31.1 - CERTIFICATION - Clone Algo Inc. | f10q0913ex31i_corridorventu.htm |
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 September 30, 2013
or
o 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: 000-54083
CORRIDOR VENTURES I ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
|
Nevada
|
27-3183663
|
|
|
(State or other jurisdiction of
|
(I.R.S. Employer Identification No.)
|
|
|
incorporation or organization)
|
|
1 Changi North Street 1, Singapore
|
100027
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
+(65) 8688 5566
(Registrant’s telephone number, including area code)
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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date 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 o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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. (Check one):
|
Large accelerated filer o
|
Accelerated filer o
|
|
Non-accelerated filer o
|
Smaller reporting company x
|
|
(Do not check if a 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 o
As of November 19, 2013, there were 2,000,000 shares of company common stock issued and outstanding.
CORRIDOR VENTURES I ACQUISITION CORP.
Quarterly Report on Form 10-Q
September 30, 2013
TABLE OF CONTENTS
|
Cautionary Note Regarding Forward-Looking Statements
|
iii
|
||
|
PART I – FINANCIAL INFORMATION
|
|||
|
Item 1.
|
Financial Statements.
|
|
|
|
Balance Sheets as of March 31, 3013 and June 30, 2013 (unaudited)
|
1
|
||
|
Statements of Operations for the and three months ended June 30, 2013 and 2012, and for the period from inception (February 22, 2010) through June 30, 2013 (unaudited)
|
2
|
||
|
Statements of Cash Flows for the three months ended June 30, 2013 and 2012, and for the period from inception (February 22, 2010) through June 30, 2013 (unaudited)
|
3
|
||
|
Notes to Financial Statements
|
4
|
||
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
7
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
10
|
|
|
Item 4.
|
Controls and Procedures.
|
10
|
|
|
PART II – OTHER INFORMATION
|
|||
|
Item 1.
|
Legal Proceedings.
|
10
|
|
|
Item 1A.
|
Risk Factors.
|
11
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
11
|
|
|
Item 3.
|
Defaults Upon Senior Securities.
|
11
|
|
|
Item 4.
|
Mine Safety Disclosures.
|
1
|
|
|
Item 5.
|
Other Information.
|
11
|
|
|
Item 6.
|
Exhibits.
|
11
|
|
|
SIGNATURES
|
12
|
||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. Forward-looking statements are speculative and uncertain and not based on historical facts. Because forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including those discussed under “Description of Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These uncertainties and other factor include, but are not limited to: our ability to locate a business opportunity for merger; the terms of our acquisition of or participation in a business opportunity; and the operating and financial performance of any business combination with us.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements, and the reader is advised to consult any further disclosures made on related subjects in our future SEC filings.
iii
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Corridor Ventures I Acquisition Corp.
(A Development Stage Company)
September 30, 2013
(Unaudited)
|
Index
|
|
|
Balance Sheets
|
1
|
|
Statements of Operations
|
2
|
|
Statements of Cash Flows
|
3
|
|
Notes to the Financial Statements
|
4
|
|
CORRIDOR VENTURES I ACQUISITION CORP.
|
|
(A Development Stage Company)
|
|
Balance Sheets
|
|
(Expressed in U.S. dollars)
|
|
(Unaudited)
|
|
September 30,
2013
$
|
March 31,
2013
$
|
|||||||
|
ASSETS
|
||||||||
|
Cash
|
– | – | ||||||
|
Total Assets
|
– | – | ||||||
|
LIABILITIES
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts Payable and Accrued Liabilities
|
12,652 | 3,583 | ||||||
|
Due to Related Parties
|
13,246 | 8,163 | ||||||
|
Total Liabilities
|
25,898 | 11,746 | ||||||
|
STOCKHOLDER’S DEFICIT
|
||||||||
|
Preferred Stock
|
||||||||
|
Authorized: 10,000,000 preferred shares with a par value of $0.001 per share
|
||||||||
|
Issued and outstanding: nil preferred shares
|
– | – | ||||||
|
Common Stock
|
||||||||
|
Authorized: 200,000,000 common shares with a par value of $0.001 per share
|
||||||||
|
Issued and outstanding: 2,000,000 common shares
|
2,000 | 2,000 | ||||||
|
Additional Paid-In Capital
|
20,575 | 20,575 | ||||||
|
Accumulated Deficit during the Development Stage
|
(48,473 | ) | (34,321 | ) | ||||
|
Total Stockholder’s Deficit
|
(25,898 | ) | (11,746 | ) | ||||
|
Total Liabilities and Stockholder’s Deficit
|
– | – | ||||||
(The accompanying notes are an integral part of these financial statements)
1
|
CORRIDOR VENTURES I ACQUISITION CORP.
|
|
(A Development Stage Company)
|
|
Statements of Operations
|
|
(Expressed in U.S. dollars)
|
|
(Unaudited)
|
|
For the Three
Months Ended
September 30,
2013
$
|
For the Three
Months ended
September 30,
2012
$
|
For the Six Months ended September 30, 2013
$
|
For the Six Months ended September 30, 2012
$
|
From inception (February 22, 2010)
to September 30,
2013
$
|
||||||||||||||||
|
Revenues
|
– | – | – | – | – | |||||||||||||||
|
Operating Expenses
|
||||||||||||||||||||
|
General and administrative
|
7,452 | 2,887 | 14,152 | 15,387 | 48,473 | |||||||||||||||
|
Total Operating Expenses
|
7,452 | 2,887 | 14,152 | 15,387 | 48,473 | |||||||||||||||
|
Net loss
|
(7,452 | ) | (2,887 | ) | (14,152 | ) | (15,387 | ) | (48,473 | ) | ||||||||||
|
Net Earnings per Share – Basic
|
(0.00 | ) | (0.00 | ) | (0.01 | ) | (0.01 | ) | ||||||||||||
|
Weighted Average Shares Outstanding – Basic
|
2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||||||
(The accompanying notes are an integral part of these financial statements)
2
|
CORRIDOR VENTURES I ACQUISITION CORP.
|
|
A Development Stage Company)
|
|
Statements of Cash Flows
|
|
(Expressed in U.S. dollars)
|
|
(Unaudited)
|
|
For the Six
Months Ended
September 30,
2013
$
|
For the Six
Months Ended
September 30,
2012
$
|
From inception (February 22, 2010) to September 30,
2013
$
|
||||||||||
|
Cash Flows From Operating Activities
|
||||||||||||
|
Net loss
|
(14,152 | ) | (15,387 | ) | (48,473 | ) | ||||||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
|
Common stock issued to founder for services
|
– | – | 1,000 | |||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Increase (Decrease) in accounts payable and accrued liabilities
|
9,069 | (417 | ) | 12,652 | ||||||||
|
Increase in due to related parties
|
5,083 | 1,304 | 13,246 | |||||||||
|
Net Cash Used In Operating Activities
|
– | (14,500 | ) | (21,575 | ) | |||||||
|
Cash Flow From Financing Activities:
|
||||||||||||
|
Contribution from shareholder
|
– | 14,500 | 21,575 | |||||||||
|
Net Cash Provided By Financing Activities
|
– | 14,500 | 21,575 | |||||||||
|
Change in Cash
|
– | – | – | |||||||||
|
|
||||||||||||
|
Cash – Beginning of Period
|
– | – | – | |||||||||
|
Cash – End of Period
|
– | – | – | |||||||||
|
Non-cash investing and financing activities
|
||||||||||||
|
Waiver of loan by shareholder
|
– | 14,500 | 20,575 | |||||||||
|
Supplemental Disclosures
|
||||||||||||
|
Interest paid
|
– | – | – | |||||||||
|
Income tax paid
|
– | – | – | |||||||||
(The accompanying notes are an integral part of these financial statements)
3
CORRIDOR VENTURES I ACQUISITION CORP.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in US dollars)
(Unaudited)
|
1.
|
Nature of Operations and Continuance of Business
|
Corridor Ventures I Acquisition Corp. (the “Company”), a Nevada “blank check” Company, was incorporated on February 22, 2010. The Company intends to seek a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. The Company currently has no operations. The Company is a development stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities.
Going Concern
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at September 30, 2013, the Company has a working capital deficit of $25,898 and an accumulated deficit of $48,473. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
|
2.
|
Summary of Significant Accounting Policies
|
|
|
a)
|
Basis of Presentation
|
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is March 31.
|
b)
|
Use of Estimates
|
The preparation of financial statements in conformity with US GAAP 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 revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions and the Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
|
|
c)
|
Interim Financial Statements
|
These interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
4
CORRIDOR VENTURES I ACQUISITION CORP.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in US dollars)
(Unaudited)
|
2.
|
Summary of Significant Accounting Policies (continued)
|
|
d)
|
Cash and cash equivalents
|
The Company considers all highly liquid instruments with original maturities of three months or less at the time of issuance to be cash equivalents. As at September 30, 2013 and March 31, 2013, the Company had no cash and cash equivalents.
|
e)
|
Net Earnings (Loss) per Share
|
The Company computes net loss per share in accordance with ASC Topic 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As at September 30, 2013 and March 31, 2013, there were no potentially dilutive securities, hence the accompanying financial statements present only basic loss per share.
|
f)
|
Financial Instruments
|
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist of accounts payable and accrued liabilities, and amounts due to related parties. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
5
CORRIDOR VENTURES I ACQUISITION CORP.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in US dollars)
(Unaudited)
|
2.
|
Summary of Significant Accounting Policies (continued)
|
|
|
g)
|
Recent Accounting Pronouncements
|
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
|
3.
|
Related Party Transactions
|
As at September 30, 2013, the Company owes $13,246 (March 31, 2013 - $8,163) to a related party of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.
|
4.
|
Subsequent Events
|
We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events to disclose.
6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
Corridor Ventures I Acquisition Corp. (“We” or the “Company”) was 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.
The Company is a “blank check” company. The SEC defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act, and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Pursuant to Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.
The Company was 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. The Company’s 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. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
The analysis of new business opportunities will be undertaken by or under the supervision of Allan Schwartz, our sole officer and director. As of this date, the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Company will consider the following factors:
|
●
|
Potential for growth, indicated by new technology, anticipated market expansion or new products;
|
|
●
|
Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
|
|
●
|
Strength and diversity of management, either in place or scheduled for recruitment;
|
|
●
|
Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
|
|
●
|
The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;
|
|
●
|
The extent to which the business opportunity can be advanced;
|
|
●
|
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
|
|
●
|
Other relevant factors.
|
7
In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities 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. Due to the Company’s limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.
Plan of Operation
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 in our treasury or with additional amounts, as necessary, 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.
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.
Our officers and directors have not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. 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.
8
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.
Results of Operation
We have not had any operating income from inception to September 30, 2013. For the quarter year ended September 30, 2013, we recognized a net loss of $7,452, as compared to $2,887 for the quarter ended September 30, 2012. Expenses for the fiscal quarter ended September 30, 2013 and 2012 were comprised of costs mainly associated with legal, accounting and office expense.
Liquidity and Capital Resources
As of September 30, 2013, we had no capital resources and we will need additional capital to continue operations for the next twelve months. We intend to rely upon the issuance of common stock and loans from shareholders to fund administrative expenses pending acquisition of an operating company. However, our shareholders are under no obligation to provide such funding.
Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more internet sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.
As discussed above, we incurred net losses of $7,452 for the quarter ended September 30, 2013. Since inception, we have incurred a net loss of $48,473. Cash used in operating activities during the quarter ended September 30, 2013 was $0. Since inception, cash used in operating activities was $21,575. As of September 30, 2013, we had a stockholders’ deficiency of $25,898. Accordingly, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for us to continue as a going concern.
Ms. Yana Slatina will supervise the search for target companies as potential candidates for a business combination. Ms. Slatina will pay, at her own expense, any costs she incurs in supervising the search for a target company. Ms. Slatina may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants. Ms. Slatina controls us and therefore has the authority to enter into any agreement binding us. Ms. Slatina as an officer, director and shareholder can authorize any such agreement binding us.
Off-Balance Sheet Arrangements
We have not entered into 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 and would be considered material to investors.
9
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company’s management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. The Company considers its critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:
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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes
The Company has adopted the provisions of FASB ASC 740 “Accounting for Income Taxes", which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
Item 3. Quantitative And Qualitative Disclosures About Market Risk.
Pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item as we are a “smaller reporting company.”
Item 4. Controls And Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, Ms. Slatina concluded that as of September 30, 2013, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were effective to satisfy the objectives for which they are intended.
Changes in Internal Control over Financial Reporting
During the fiscal quarter ended September 30, 2013, there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
10
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to make disclosures under this Item 1A.
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
|
(a)
|
Exhibits
|
|
Exhibit
Number
|
Description of Exhibit
|
|
|
31.1*
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.
|
|
|
32.1**
|
Certification of Principal 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
|
* Filed herewith.
** The certification attached as Exhibit 32.1 accompanying this Quarterly Report on Form 10-Q and is not deemed filed with the Securities and Exchange Commission.
11
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.
|
CORRIDOR VENTURES I ACQUISITION CORP.
|
||
|
Date: November 21, 2013
|
By:
|
/s/Yana Slatina
|
|
Yana Slatina
|
||
|
Chief Executive Officer, Chief Financial Officer and Director
|
||
|
(Principal Executive Officer and Principal Financial and Accounting Officer)
|
||
12