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EX-32.1 - EXHIBTI 32.1 - Fortune Capital Financial Holding Corp. | ex32.1_ex32z1.htm |
EX-31.1 - EXHIBTI 31.1 - Fortune Capital Financial Holding Corp. | exhibit31.1_ex31z1.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 Ended September 30, 2013
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 333-189401
Power Gala Corp.
(Exact name of registrant as specified in its charter)
Delaware |
| 46-2497498 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
4514 12th Avenue
Brooklyn, NY 11219
(Address of principal executive offices)(Zip Code)
(718) 208-1889
(Registrants 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 periods 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 filer. See definition of large accelerated filer, accelerated filer and smaller reporting company in rule 12b-2 of the Exchange Act.
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 [ ] No [X]
As of December 16, 2013, the registrant had 9,756,000 shares of its common stock outstanding.
Item 1. | Financial Statements | 3 |
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 10 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 13 |
Item 4. | Controls and Procedures | 13 |
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PART II-- OTHER INFORMATION |
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Item 1. | Legal Proceedings | 14 |
Item 1A. | Risk Factors | 14 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
Item 3. | Defaults Upon Senior Securities | 14 |
Item 4. | Mine Safety Disclosures | 14 |
Item 5. | Other Information | 14 |
Item 6. | Exhibits | 14 |
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SIGNATURES |
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PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
INDEX TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013
Condensed Financial Statements- |
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Condensed Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012 | 4 |
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Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2013 and for the periods from February 21, 2012 (Inception) through September 30, 2013 and 2012(unaudited) | 5 |
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Condensed Statement of Changes in Stockholders Deficit for the Periods from February 21, 2012 (Inception) Through September 30, 2013 (unaudited) | 6 |
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Condensed Statements of Cash Flows for the for the Nine Months Ended September 30, 2013 and for the periods from February 21, 2012 (Inception) Through September 30, 2013 and 2012 (unaudited) | 7 |
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Notes to Condensed Financial Statements (unaudited) | 8 |
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(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
As of September 30, 2013 (Unaudited) | As of December 31, 2012 | |||||||
ASSETS |
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Current Assets: | ||||||||
Cash and cash equivalents | $ 1,442 | $ 100 | ||||||
Total current assets | 1,442 | 100 | ||||||
Other Assets: | ||||||||
Software, net | 4,794 | - | ||||||
Total Assets | $ 6,236 | $ 100 | ||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | $ 5,000 | $ - | ||||||
Unearned income | 1,300 | - | ||||||
Loans from related parties - directors and stockholders | 8,391 | 369 | ||||||
Total current liabilities | 14,691 | 369 | ||||||
Total liabilities | 14,691 | 369 | ||||||
Commitments and Contingencies | ||||||||
Stockholders' Deficit: | ||||||||
Common stock, par value $.0001 per share, 200,000,000 shares authorized; | ||||||||
9,756,000 and 7,750,000 shares issued and outstanding, respectively | 976 | 775 | ||||||
Additional paid-in capital | 33,799 | - | ||||||
Deficit accumulated during the development stage | (43,230) | (1,044) | ||||||
Total stockholders' deficit | (8,455) | (269) | ||||||
Total Liabilities and Stockholders' Deficit | $ 6,236 | $ 100 |
The accompanying notes to financial statements are an integral
part of these unaudited condensed financial statements.
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POWER GALA CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Nine Months Ended September 30, 2013 | Period From February 21, 2012 (Inception) Through September 30, 2012 | Three Months Ended September 30, 2013 | Three Months Ended September 30, 2012 | Period From February 21, 2012 (Inception) Through September 30, 2013 | ||||||
Revenues | $ - | $ - | $ - | $ - | $ - | |||||
Expenses: | ||||||||||
Professional fees | 20,000 | - | 5,000 | - | 20,000 | |||||
Consulting | 17,991 | - | - | - | 17,991 | |||||
Depreciation | 600 | - | 300 | - | 600 | |||||
Filing fees | 1,137 | - | - | - | 1,137 | |||||
Computer and Internet expenses | 610 | - | 207 | - | 610 | |||||
General and administrative | 1,848 | - | 46 | - | 2,892 | |||||
Total expenses | 42,186 | - | 5,553 | - | 43,230 | |||||
Loss from Operations | (42,186) | - | (5,553) | - | (43,230) | |||||
Provision for income taxes | - | - | - | - | - | |||||
$ (42,186) | $ - | $ (5,553) | $ - | $ (43,230) | ||||||
Loss Per Common Share: | ||||||||||
Loss per common share - Basic and Diluted | $ - | $ - | $ - | $ - | ||||||
Weighted Average Number of Common Shares | ||||||||||
Outstanding - Basic and Diluted | 8,987,703 | 7,750,000 | 9,756,000 | - |
The accompanying notes to financial statements are an integral
part of these unaudited condensed financial statements.
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POWER GALA CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS'
DEFICIT FOR THE PERIODS FROM INCEPTION
(FEBRUARY 21, 2012) THROUGH SEPTEMBER 30, 2013
(UNAUDITED)
Common stock | Additional Paid-in Capital | Deficit Accumulated During the Development Stage | Totals | ||||||||
Shares | Amount | ||||||||||
Balance - February 21, 2012 | - | $ - | $ - | $ - | |||||||
Issuance of founder's shares | 7,750,000 | 775 | - | - | 775 | ||||||
Net loss for the period | - | - | - | (1,044) | (1,044) | ||||||
Balance - December 31, 2012 | 7,750,000 | 775 | - | (1,044) | (269) | ||||||
Common stock issued for cash ($0.017 per share) | 2,006,000 | 201 | 33,799 | - | 34,000 | ||||||
Net loss for the period | - | - | - | (42,186) | (42,186) | ||||||
Balance - September 30, 2013 | 9,756,000 | $ 976 | $ 33,799 | $ (43,230) | $ (8,455) |
The accompanying notes to financial statements are an integral
part of these unaudited condensed financial statements.
6
POWER GALA CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended September 30, 2013 | From February 21, 2012 (inception) through September 30, 2012 | From February 21, 2012 (inception) through September 30, 2013 | |||||||
Operating Activities: | |||||||||
Net loss | $ (42,186) | $ - | $ (43,230) | ||||||
Adjustments to reconcile net loss to net cash | |||||||||
used in operating activities: | - | - | - | ||||||
Depreciation | 600 | - | 600 | ||||||
Issuance of founder's shares | - | - | 775 | ||||||
Unearned income | 1300 | - | 1,300 | ||||||
Changes in accounts payable and accrued liabilities | 5,001 | - | 5,001 | ||||||
Net Cash Used in Operating Activities | (35,285) | - | (35,554) | ||||||
Investing Activities: | |||||||||
Purchase of software | (5,395) | - | (5,395) | ||||||
Net Cash Used in Investing Activities | (5,395) | - | (5,395) | ||||||
Financing Activities: | |||||||||
Proceeds from issuance of common stock | 34,000 | - | 34,000 | ||||||
Loans from related parties - directors and stockholders | 8,022 | - | 8,391 | ||||||
42,022 | - | 42,391 | |||||||
Net Increase in Cash | 1,342 | - | 1,442 | ||||||
Cash - Beginning of Period | 100 | - | - | ||||||
Cash - End of Period | $ 1,442 | $ - | $ 1,442 | ||||||
Supplemental Disclosure of Cash Flow Information: | |||||||||
Cash paid during the period for: | |||||||||
Interest | $ - | $ - | $ - | ||||||
Income taxes | $ - | $ - | $ - |
The accompanying notes to financial statements are an integral
part of these unaudited condensed financial statements.
7
POWER GALA CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
Basis of Presentation and Organization
Power Gala corp. (Power Gala or the Company) is a Delaware corporation in the development stage and has not commenced operations. The Company was incorporated under the laws of the State of Delaware on February 21, 2012. The business plan of the Company is to offer event planning services for various types of events. The accompanying condensed financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Companys annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These financial statements should be read in conjunction with a reading of the Companys annual financial statements and notes thereto included in this registration statement. Interim results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of future results for the full year.
Development Stage
As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.
Cash and Cash Equivalents
For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Software
The Company purchased pre-packaged software for internal use. The cost of the software is capitalized and amortized into expense over its estimates useful life of three years.
Deferred Revenue
The Company records amounts received for services to be performed I future periods as deferred revenue on the accompanying condensed balance sheet. Such amounts are recognized as revenue during the period in which the services are provided. During the three months ended September 30, 2013, the Company received a deposit for event planning services to be provided in November 2013 totaling $1,300, which is presented as deferred revenue as of September 30, 2013.
Revenue Recognition
The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.
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Loss per Common Share
Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period from inception through September 30, 2013.
Income Taxes
Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.
The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740, Accounting for Income Taxes. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States. All of the Companys tax years since inception remain subject to examination by Federal and state jurisdictions.
The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the Statements of Operations.
Fair Value of Financial Instruments
The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of September 30, 2013, the carrying value of accounts payables, accrued expenses, and loans from directors and stockholders approximated fair value due to the short-term nature and maturity of these instruments.
Estimates
The financial statements are prepared on the basis of accounting principles generally accepted in the United States. 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 the disclosure of contingent assets and liabilities as of the date of the financial statements, and revenues and expenses for the periods from February 21, 2012 (inception) through September 30, 2013. Actual results could differ from those estimates made by management.
Fiscal Year End
The Company has adopted a fiscal year end of December 31.
Recent Accounting Pronouncements
Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.
Exhibit |
| Document |
31.1* |
| Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1+ |
| Certification of the 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 with this report.
**Furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise not subject to liability under these sections.
+In accordance with SEC Release 3308238, Exhibit 32.1 is being furnished with this report
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| POWER GALA CORP. |
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December 16, 2013 | By | /s/Shmuel Ulano |
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| Shmuel Ulano |
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| Chief Executive Officer, and Chief Financial Officer |
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| (Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer) |
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