AUTRIS - FORM 10-Q/A - May 20, 2014

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - AUTRIS	ex31_1.htm
EX-32.1 - EXHIBIT 32.1 - AUTRIS	ex32_1.htm
EX-31.2 - EXHIBIT 31.2 - AUTRIS	ex31_2.htm
EXCEL - IDEA: XBRL DOCUMENT - AUTRIS	Financial_Report.xls
EX-32.2 - EXHIBIT 32.2 - AUTRIS	ex32_2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

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

For the quarterly period ended December 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. 000-54000

AUTRIS

(Exact name of registrant as specified in its charter)

Nevada	88-0410480
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

12021 Wilshire Blvd. #234 Los Angeles, CA	90025
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 430-1388

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 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.

ý Yes  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).

ý Yes  No (Not required)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer 	Accelerated filer 
Non-accelerated filer 	Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ý No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 41,328,556 shares of common stock as of February 19, 2014.

Explanatory Note

On May 19, 2014, the Company’s Board of Directors, after consultation with management, determined that the Company’s pro forma financial statements as filed in the Form 8-K/A on December 24, 2013, and the financial statements, as included in the Company’s Quarterly Reports on Form 10-Q for the fiscal quarter ended September 30, 2013 and December 31, 2013 (collectively, the “Restatement Periods”) should no longer be relied upon and should be restated in order to characterize the acquisition of 100% of the membership interests of Nitroheat, LLC, on October 9, 2013, as a reverse capitalization rather than a re-capitalization.

This Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q (the “Amendment”) has been filed to amend the Quarterly Report on Form 10-Q filed for the quarter ended December 31, 2013, as filed with the SEC on February 19, 2014 (the “Original Filing”).

No attempt has been made in this Amendment to modify or update the disclosures in the Original Filing except as required to reflect the effect of the restatement discussed herein. Except as otherwise noted herein, this Amendment continues to describe conditions as of the date of the Original Filing and the disclosures contained herein have not been updated to reflect events, results or developments that occurred after the date of the Original Filing, or to modify or update those disclosures affected by subsequent events. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Original Filing, other than the restatement, and such forward-looking statements should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.

PART I

Item 1

Financial Statements

AUTRIS
(Formerly known as Big Sky Productions, Inc.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

	December 31,			June 30,
	2013			2013
ASSETS
Current assets
Cash		$	124,198		$	19,323
Accounts receivable			45,810			117,995
Prepaid expenses			150			-
Inventory			71,874			109,964
Total current assets			242,032			247,282

Equipment, net of accumulated depreciation			28,558			31,563

Total assets		$	270,590		$	278,845

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Accounts payable and accrued liabilities		$	31,086		$	17,832
Note payable, related party, net of discounts of $0 and $913			41,016			-
Total current liabilities			72,102			17,832

Stockholders' equity (deficit)
Common stock, $0.001 par value; 75,000,000 shares authorized; 37,319,556 and 12,063,381 issued and outstanding at December 31 and June 30, 2013			38,370			20,000
Additional paid in capital			26,811			-
Accumulated deficit			133,307			241,013
Total stockholders' equity (deficit)			198,488			261,013

Total liabilities and stockholders' equity (deficit)		$	270,590		$	278,845

See notes to unaudited condensed consolidated financial statements.

AUTRIS
(Formerly known as Big Sky Productions, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

	Three months ended December 31,						Six months ended December 31,
	2013			2012			2013			2012
Revenue	$	189,137		$	97,052		$	581,726		$	243,665
Cost of revenue		122,686			58,158			359,235			126,096
Gross profit		66,451			38,894			222,491			117,569

Operating expenses
Professional fees		101,155			8,488			114,580			16,591
Depreciation		1,695			1,145			3,212			2,410
Travel		30,930			6,534			57,172			8,627
Research and development		-			-			30,035			4,290
Promotional and advertising		16,089			1,032			19,787			9,852
General and administrative		50,698			21,934			104,609			38,900
Total operating expenses		200,567			39,133			329,395			80,670

Loss from operations		(134,116	)		(239	)		(106,904	)		36,899

Other income (expense)
Interest income		2			-			16			-
Other income		-			-			-			-
Interest expense		(819	)		-			(819	)		-
Total other income (expense)		(817	)		-			(803	)		-

Net loss	$	(134,933	)	$	(239	)	$	(107,707	)	$	36,899

Net loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00

Weighted average shares outstanding		27,078,897			20,000,000			27,078,897			20,000,000

See notes to unaudited condensed consolidated financial statements.

AUTRIS
(Formerly known as Big Sky Productions, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	Six months ended December 31,
	2013				2012
Cash flows from operating activities
Net loss		$	(107,707	)	$	36,899
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation			3,212			-
Amortization of debt discount			819			2,410
Shares issued for services			41,000			-
Changes in operating assets and liabilities
Accounts receivable			72,185			-
Inventory			38,090			-
Prepaid expenses and other current asset			(150	)		-
Accounts payable and accrued liabilities			(85,522	)		(39,322	)
Deferred revenue			-			-
Net cash used in operating activities			(38,073	)		(13	)

Cash flows from financing activities
Cash acquired in merger			7			-
Proceeds from notes payable - related party			41,016			-
Payments on notes payable - related party			(9,865	)		-
Proceeds from sale of stock			111,790			-
Net cash provided by financing activities			142,948			-

Net change in cash			104,875			(13	)
Cash at beginning of period			19,323			2,097
Cash at end of period		$	124,198		$	2,084

Supplemental disclosure of non-cash investing and financing activities:
Common stock issued as settlement of accounts payable		$	41,244		$	-
Accounts receivable acquired in subsidiary acquisition		$	2,400,000		$	-
See notes to unaudited condensed consolidated financial statements.

AUTRIS

(Formerly known as Big Sky Productions, Inc.)

Notes to Unaudited Condensed Financial Statements

Note 1 – Nature of Business

AUTRIS (the “Company”) was incorporated in the State of Nevada on February 28, 2008 as Big Sky Productions, Inc. The Company filed a Certificate of Amendment with the Nevada Secretary of State on January 6, 2014 effecting the name change.

On October 09, 2013, we acquired 100% of the membership interest of NitroHeat, LLC. Under the membership interest purchase agreement, Autris issued 20,000,000 shares of its common stock to Dereck Naidoo(100% membership owner) exchange for 100% of NitroHeat, LLC. For accounting purposes, the acquisition of the NitroHeat, LLC by Autris has been accounted for as a re-capitalization, similar to a reverse acquisition whereby the private company, NitroHeat, LLC, acquired (Autris) due to a change of control. Accordingly, NitroHeat, LLC is considered the acquirer for accounting purposes and thus, the historical financials are primarily that of NitroHeat, LLC As a result of this transaction, Autris changed its business direction and is now a manufacturer and distributor of heated nitrogen system primarily focused towards the spray painting industry.

Note 2 – Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information.

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Plan of Operations for the year ended March 31, 2013.

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 omitted, pursuant to the rules and regulations of the Securities and Exchange Commission 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 management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the nine months ended December 31, 2013 are not necessarily indicative of results for the full fiscal year.

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 revenues and expenses during the reporting period. Areas requiring the use of estimates include impairment of long lived assets, valuation allowance applied to deferred tax assets and useful lives used in the depreciation of equipment. Actual results could differ from those estimates.

AUTRIS

(Formerly known as Big Sky Productions, Inc.)

Notes to Unaudited Condensed Financial Statements

Note 2 – Summary of Significant Accounting Policies (continued)

Principles of consolidation

For the period ended December 31, 2013 and June 31, 2013, the consolidated financial statements include the accounts of NitroHeat, LLC and Autris. All significant intercompany balances and transactions have been eliminated. NitroHeat, LLC and Autris will be collectively referred herein to as the “Company”.

Cash and Cash Equivalents

All highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2013.

Inventory

Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value).

Property and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

	Estimated Useful Lives
Furniture and Fixtures	5 - 10 years
Computer Equipment	2 - 5 years
Vehicles	5 - 10 years

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For audit purposes, depreciation is computed under the straight-line method.

Earnings per Share

FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings (loss) per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.

Stock-based compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

AUTRIS

(Formerly known as Big Sky Productions, Inc.)

Notes to Unaudited Condensed Financial Statements

Note 2 – Summary of Significant Accounting Policies (continued)

Stock-based compensation, continued

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

Revenue Recognition

The Company's financial statements are prepared under the accrual method of accounting. Revenues are recognized when evidence of an agreement exists, the price is fixed or determinable, collectability is reasonably assured and goods have been delivered or services performed.

Through the acquisition of NitroHeat, the Company derived revenues from the sale of advertising space on its radio program “The Ellis Martin Report.” “The Ellis Martin Report” is a paid news magazine airing on select AM radio stations in the United States. Clients and/or guests compensated the Company for time on this program to expose their business or stories to the listening audience.

Since the acquisition of NitroHeat, the Company derives revenues from the sale of heated nitrogen systems.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

Note 3 – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company incurred a net loss from continuing operations for the six months ended December 31, 2013 of $127,707. The Company’s net operating loss was primarily related to expenses incurred in connection with its merger activities. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. 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.

Note 4 – Fixed Assets

	December 31, 2013			June 30, 2013
Leasehold improvements	$	2,795		$	-
Computer and video equipment		10,064			-
Machinery		35,370			35,370
Furniture and equipment		5,091			5,091
Sub Total	$	53,320		$	40,461
Accumulated depreciation		(24,762	)		(8,898	)
Total	$	28,558		$	31,563

AUTRIS

(Formerly known as Big Sky Productions, Inc.)

Notes to Unaudited Condensed Financial Statements

Note 5 – Related Party Transactions

During the six months ended December 31, 2013, the Company repaid outstanding loans from related parties totaling $9,865 and received advancements of $41,016. There was a total of $41,016 due to related parties as of December 31, 2013. The loans are non-interest bearing, due on demand and as such are included in current liabilities.

Note 6 – Stockholders’ Equity

Common Stock

The Company is authorized to issue up to 75,000,000 shares of $0.001 par value common stock. The Company has no stock option plan, warrants or other dilutive securities.

During the six months ended December 31, 2013:

·	The Company completed its acquisition of NitroHeat in exchange for 20,000,000 shares of its common stock with an estimated fair value of $2,400,000 or $0.12 per share. (See Note 1)

·	The Company issued 2,062,175 shares of common stock as settlement in full of $41,244 of accounts payable, representing the estimated fair value of the shares issued.

·	The Company issued 800,000 common shares with an estimated fair value of $16,000 or $0.02 per share in exchange for professional services received during the six month period.

·	The Company issued 250,000 shares of its common stock to an individual pursuant to a Consulting Agreement for general business development services received during the second fiscal quarter. The estimated fair value of the shares issued totaled $25,000 and has been recorded as a consulting expense.

·	The Company sold a total of 3,194,000 shares of its common stock for cash totaling $111,790 or $0.035 per share.

AUTRIS

(Formerly known as Big Sky Productions, Inc.)

Notes to Unaudited Condensed Financial Statements

Note 7 – Restatements

On May 19, 2014, the Board of Directors of the Company, after consulting with management, determined that the Company’s financial statements for the six months ended December 31, 2013 should no longer be relied upon and should be restated because of the Company’s accounting treatment of not properly recording goodwill and common stock issued for services.

BALANCE SHEET	As Originally		Adjustments			As
AS OF DECEMBER 31, 2013	Filed		Increase/(Decrease)			Restated

ASSETS:
Cash and cash equivalents	$	124,197	$	-		$	124,197
Accounts receivable		45,810		-			45,810
Prepaid expenses		150		-			150
Inventory		71,874		-			71,874
Fixed assets, net		28,558					28,558
Goodwill		2,111,689		(2,111,689	)		-
TOTAL ASSETS	$	2,382,278	$	(2,111,689	)	$	270,589

LIABILITIES:
Accounts payable and accrued liabilities	$	31,086	$	-		$	31,086
Notes payable - related party		41,016		-			41,016

EQUITY:
Common stock		38,370		-			38,370
Additional paid in capital		2,138,500		(2,111,689	)		26,811
Deficit accumulated during development stage		133,306		-			133,306
TOTAL LIABILITIES AND EQUITY	$	2,382,278	$	(2,111,689	)	$	270,589

AUTRIS

(Formerly known as Big Sky Productions, Inc.)

Notes to Unaudited Condensed Financial Statements

Note 7 – Restatements (Continued)


STATEMENT OF OPERATIONS	As Originally			Adjustments			As
FOR THE THREE MONTHS ENDED DECEMBER 31, 2013	Filed			Increase/(Decrease)			Restated

Revenue	$	189,137		$	-		$	189,137
Cost of sales		122,686			-			122,686
Gross profit		66,451			-			66,451

Expenses:
Professional fees		121,155			(20,000	)		101,155
Depreciation		1,695						1,695
Travel		30,930						30,930
Research and development								-
Promotional and advertising		16,089						16,089
General and administrative expenses		50,698			-			50,698
Total expenses		220,567			(20,000	)		200,567

Other expense
Interest income		2						2
Interest expense		(819	)		-			(819	)
Total other expense		(817	)		-			(817	)

(Loss) before provision for income taxes		(154,933	)		20,000			(134,933	)

Provision for income taxes		-			-			-

Net (loss)	$	(154,933	)	$	20,000		$	(134,933	)

Weighted average number of shares
- basic and fully diluted		32,659,256			(5,580,359	)		27,078,897

Net (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.00	)

AUTRIS

(Formerly known as Big Sky Productions, Inc.)

Notes to Unaudited Condensed Financial Statements

Note 7 – Restatements (Continued)

STATEMENT OF OPERATIONS	As Originally			Adjustments			As
FOR THE SIX MONTHS ENDED DECEMBER 31, 2013	Filed			Increase/(Decrease)			Restated

Revenue	$	581,726		$	-		$	581,726
Cost of sales		359,235			-			359,235
Gross profit		222,491			-			222,491

Expenses:
Professional fees		134,580			(20,000	)		114,580
Depreciation		3,212						3,212
Travel		57,172						57,172
Research and development		30,035						30,035
Promotional and advertising		19,787						19,787
General and administrative expenses		104,609			-			104,609
Total expenses		349,395			(20,000	)		329,395

Other expense
Interest income		16						16
Interest expense		(819	)		-			(819	)
Total other expense		(803	)		-			(803	)

(Loss) before provision for income taxes		(127,707	)		20,000			(107,707	)

Provision for income taxes		-			-			-

Net (loss)	$	(127,707	)	$	20,000		$	(107,707	)

Weighted average number of shares
- basic and fully diluted		32,659,256			(5,580,359	)		27,078,897

Net (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.00	)

AUTRIS

(Formerly known as Big Sky Productions, Inc.)

Notes to Unaudited Condensed Financial Statements

Note 8 – Subsequent Events

On various dates in January and February 2014, the Company issued a total of 2,809,000 common shares at a price of $0.035 for total cash proceeds of $98,315 and 150,000 common shares at a price of $0.10 per share for total cash proceeds of $15,000.

Item 6.

Exhibits

Number	Exhibit

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer 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.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

* Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AUTRIS

Date: May 20, 2014	/s/ Anand Derek Naidoo
	Anand Derek Naidoo Chief Executive Officer

AUTRIS - FORM 10-Q/A - May 20, 2014

Attached files

AUTRIS Reports