U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

 

[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2014

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

 

Commission file number: 000-54993

 

SLM Technologies Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		46-3015972
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)
2802 N Howard Ave. Tampa FL		33607
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (727) 492-7508

 

N/A

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

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [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.

 

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	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 [ ]

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of August 14, 2014 the issuer had 10,000,000 shares of its common stock issued and outstanding.

 

 

 

TABLE OF CONTENTS

 

PART I
Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	6
PART II
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	11
Item 4.	Mine Safety Disclosures	11
Item 5.	Other Information	11
Item 6.	Exhibits	13
	Signatures	14

  

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Financial Statements	PAGE
Balance Sheets as of June 30, 2014 and December 31, 2013	F-1
Statements of Operations for the Periods Ended June 30, 2014 and 2013	F-2
Statements of Cash Flows for the Periods Ended June 30, 2014 and 2013	F-3
Notes to Financial Statements	F-4

  

 

SLM Technologies, Inc.
Balance Sheet

(Unaudited)

		June 30,				December 31,
		2014				2013
ASSETS
Current assets:
Cash		$	—			$	—
Total assets		$	—			$	—
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		$	1,650			$	1,333
Due to related party			—				500
Total current liabilities			1,650				1,833
Stockholders' deficit:
Preferred stock, ($.0001 par value, 5,000,000
shares authorized; none issued and outstanding.)			—				—
Common stock ($.0001 par value, 100,000,000
shares authorized; 10,000,000 shares and 10,000,000
shares issued and outstanding as of June 30, 2014 and
December 31, 2013, respectively)			1,000				1,000
Additional paid-in capital			2,250				—
Deficit			(4,900	)			(2,833	)
Total stockholders' deficit			(1,650	)			(1,833	)
Total liabilities and stockholders' deficit		$	—			$	—

 

See Notes to Financial Statements.

  

 

 

SLM Technologies, Inc.
Statements of Operations

(Unaudited)

 

		Three months ended June 30, 2014				June 18, 2013 to June 30, 2013				Six months ended June 30, 2014
Revenue		$	—			$	—			$	—
Operating expenses:
General and administrative			850				1,000				2,067
Total operating expenses			850				1,000				2,067
Net loss		$	(850	)		$	(1,000	)		$	(2,067	)
Basic loss per common share		$	(0.00	)		$	(0.00	)		$	(0.00	)
Basic weighted average common
shares outstanding			10,000,000				10,000,000				10,000,000

 

See Notes to Financial Statements.

  

  

SLM Technologies, Inc.
Statement of Cash flows

(Unaudited)

 

		Six months ended June 30, 2014				June 18, 2013 to June 30, 2013
Cash flows from operating activities:
Net loss		$	(2,067	)		$	(1,000	)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Stock-based compensation - related party			—				1,000
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities			317				—
Net cash used in operating activities			(1,750	)			—
Cash flows from financing activities:
Proceeds from contributed capital			1,750				—
Net cash provided by financing activities			1,750				—
Net change in cash			—				—
Cash, beginning of period			—				—
Cash, end of period		$	—			$	—
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest		$	—			$	—
Cash paid for taxes		$	—			$	—
Non-cash investing and financing activities
Due to related party		$	500			$	—

 

See Notes to Financial Statements.

 

 

 

SLM Technologies, Inc.
Notes to Financial Statements
Forthe Period EndedJune 30, 2014

(Unaudited)

 

NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

 

SLM Technologies Inc. (the “Company”) was incorporated under the laws of the State of Delaware on June 18, 2013, and has been inactive since inception through the period covered by this Report. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

 

On May 20, 2014, Richard Chiang, the founder and sole officer and director of the Company entered into a Share Purchase Agreement pursuant to which he sold 10,000,000 shares of the Company’s common stock to Paul F. Mazzapica Sr. for a purchase price of $40,000. Pursuant to the Share Purchase Agreement, Mr.Mazzapica became the sole shareholder of the Company, owning 100% of the issued and outstanding shares of the Company’s common stock.

 

On May 20, 2014, immediately prior to the closing of the Share Purchase Agreement transaction, Mr. Chiang, acting as the sole shareholder of the Company, elected and appointed Mr. Mazzapica to the Board of Directors of the Company.  Immediately following the closing of the Share Purchase Agreement transaction, Mr. Chiang tendered his resignation as the Company’sPresident, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors. Mr. Mazzapica, acting as a member of the Company’s Board of Directors, accepted Mr. Chiang’s resignation. The resignations were in connection with the consummation of the Share Purchase Agreement with Mr. Mazzapica and were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Following Mr. Chiang’s resignations, Mr. Mazzapica appointed himself as President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors of the Company.

 

On May 29, 2014, the Board of Director and Mr. Mazzapica, acting as the sole stockholder of the Company approved an amendment to the Company’s Certificate of Incorporation to change the name of the Company from ALPINE 1 Inc. to SLM Technologies, Inc. On that date, the officer of the Registrant filed a Certificate of Amendment (the “Amendment”) with the State of Delaware.

 

NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Accounting Method

 

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.

 

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 revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

 

 

Cash Equivalents

 

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

 

Income Taxes

 

Income taxes are provided in accordance with Statement of Financial Accounting Standards ASC 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. There were no current or deferredincome tax expenses or benefits due to the Company not having any material operations for period ended June 30, 2014.

 

Basic Earnings (Loss) per Share

 

In February 1997, the FASB issued ASC 260, “Earnings per share,” which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective as of the date of (inception).

 

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

 

Impact of New Accounting Standards

 

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended June 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

 

NOTE 3.  GOING CONCERN

 

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

 

 

NOTE 4. RELATED PARTY TRANSACTIONS

 

The founding shareholder and former officer and director of the Company performed services for the Company, the value of which was $1,000, in exchange for 10,000,000 shares of common stock. In addition, the founding shareholder of the Company paid $2,250 for general and administrative expenses, which was recorded as additional paid-in capital.

 

NOTE 5.   SHAREHOLDER’S EQUITY

 

Preferred Stock - The Company is authorized to issue 5,000,000 shares of $.0001 par value preferred stock. As of June 30, 2014, and December 31, 2013, no shares of preferred stock had been issued.

 

Common Stock - The Company is authorized to issue 100,000,000 shares of $.0001 par value common stock. As of June 30, 2014, and December 31, 2013, 10,000,000 shares were issued and outstanding.

 

Upon formation of the Company on June 18, 2013, the Board of Directors issued 10,000,000 shares of common stock for $1,000 in services to the founding shareholder of the Company. In addition, the founding shareholder made a contribution of $2,250 to the Company for the period ended June 30, 2014, which was recorded as additional paid-in capital.

 

NOTE 6. COMMITMENT AND CONTINGENCY

 

There was no commitment or contingency to disclose during the period ended June 30, 2014.

 

NOTE 7.  SUBSEQUENT EVENTS

 

On July 22, 2014, the Company entered into three agreements relating to the development of the business of the Company.

 

Letter of Intent

 

First, the Company executed a letter of intent agreement (the “Agreement”) with Innovative Software Technologies, Inc. (“INNO”), a Delaware corporation.  Pursuant to the Agreement, the Company intends to acquire all of the issued and outstanding capital stock (the “Shares”) or all of the operating assets and intellectual property rights (the “Assets”) of INtech Ventures, Inc., a Florida corporation and wholly owned subsidiary of INNO (“INtech”).  The intended acquisition of the Assets or the Shares (“Acquisition”) will be subject to the terms and conditions described in the Agreement and the terms contained in a written definitive purchase agreement (the “Definitive Purchase Agreement”) and related agreements.  Pursuant to the Agreement, the parties agreed that the anticipated consideration to be paid for the Assets or the Shares will be a combination of the shares of the Company’s restricted common stock, and a convertible promissory note.  The Company anticipates granting piggy-back registration rights to INNO for the shares of the Company’s common stock issued to INNO.

 

INNO will work to complete an audit (the “Audit”) of INTech within 45 days of the effective date of the Agreement.  After the completion of the Audit, the parties will work together to conclude an appropriate due diligence review for the Acquisition, and the parties agreed to negotiate in good faith the terms and conditions of the Definitive Purchase Agreement based on the results of the Audit and a mutually acceptable fair valuation of the Shares and Assets of INtech.

 

 

License Agreement

 

In addition, on July 22, 2014, the Company entered into an exclusive license agreement with INtech (the “License Agreement”).Pursuant to the License Agreement, INtech granted to the Company and its affiliates, subject to the terms and conditions of the License Agreement, an exclusive transferrable worldwide perpetual license of INtech’sOptinsmart dashboard currently including email, text messaging, social media marketing, reputation management, back office systems to include CRM, billing and white label account management, including all Releases, Enhancements, Versions (all as defined in the License Agreement), and patches thereto (collectively, the “Licensed Technology”).  The Company has the right to make, use, import, lease, and sell the software code and programs comprising the Licensed Technology for the term of the Agreement, which runs from the effective date through that date which is the later of the execution of the Definitive Purchase Agreement (discussed above) and one year from the execution of the License Agreement.

 

Pursuant to the License Agreement, the Company agreed to pay to INtech certain royalty payments based on the Company’s net sales of the software code and programs comprising the Licensed Technology (less accessories or other components or products used in combination with the licensed products), for the period commencing on the effective date and ending on upon the earlier to occur of the termination or expiration of the License Agreement or the acquisition of the licensed products by the Company from INtech in a negotiated transaction.

 

Revolving Line of Credit Agreement

 

The Company also entered into a Revolving Line of Credit Agreement (the “Credit Agreement”) with INtech.  Pursuant to the Credit Agreement, the Company agreed to lend to INtech up to $200,000 (the “Commitment Amount”) as a revolving line of credit.  In other words, INtech may re-borrow any amounts repaid up to the Commitment Amount, assuming compliance with the terms and conditions of the Credit Agreement.  The amounts loaned bear interest at a rate of 5%.  The Company is committed to lend funds to INtech during the period (the “Availability Period”) starting on the date of the Agreement and ending on July 22, 2015.  All funds loaned under the Credit Agreement must be repaid no later than July 22, 2016.  INtech may prepay any amounts borrowed with no penalty.

 

Management has evaluated subsequent events up to and including August 14, 2014, which is the date the statements were available for issuance and determined there are no other reportable subsequent events.

 

 

  

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

 

SLM Technologies, Inc. (the “Company”) was incorporated on June 18, 2013, and 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. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

 

Recent Developments

 

Controlling Shareholder

 

On May 20, 2014, Richard Chiang, the founder and sole officer and director of the Company entered into a Share Purchase Agreement pursuant to which he sold 10,000,000 shares of the Company’s common stock to Paul F. Mazzapica Sr. for a purchase price of $40,000. Pursuant to the Share Purchase Agreement, Mr.Mazzapica became the sole shareholder of the Company, owning 100% of the issued and outstanding shares of the Company’s common stock.

 

Changes in Management

 

On May 20, 2014, immediately prior to the closing of the Share Purchase Agreement transaction, Mr. Chiang, acting as the sole shareholder of the Company, elected and appointed Mr. Mazzapica to the Board of Directors of the Company.  Immediately following the closing of the Share Purchase Agreement transaction, Mr. Chiang tendered his resignation as the Company’sPresident, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors. Mr. Mazzapica, acting as a member of the Company’s Board of Directors, accepted Mr. Chiang’s resignation. The resignations were in connection with the consummation of the Share Purchase Agreement with Mr. Mazzapica and were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Following Mr. Chiang’s resignations, Mr. Mazzapica appointed himself as President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors of the Company.

 

Name Change

 

On May 29, 2014, the Board of Director and Mr. Mazzapica, acting as the sole stockholder of the Company approved an amendment to the Company’s Certificate of Incorporation to change the name of the Company from ALPINE 1 Inc. to SLM Technologies, Inc. On that date, the officer of the Registrant filed a Certificate of Amendment (the “Amendment”) with the State of Delaware.

 

Material Agreements

 

On July 22, 2014, the Company entered into three agreements relating to the development of the business of the Company.

 

 

Letter of Intent

 

First, the Company executed a letter of intent agreement (the “Agreement”) with Innovative Software Technologies, Inc. (“INNO”), a Delaware corporation.  Pursuant to the Agreement, the Company intends to acquire all of the issued and outstanding capital stock (the “Shares”) or all of the operating assets and intellectual property rights (the “Assets”) of INtech Ventures, Inc., a Florida corporation and wholly owned subsidiary of INNO (“INtech”).  The intended acquisition of the Assets or the Shares (“Acquisition”) will be subject to the terms and conditions described in the Agreement and the terms contained in a written definitive purchase agreement (the “Definitive Purchase Agreement”) and related agreements.  Pursuant to the Agreement, the parties agreed that the anticipated consideration to be paid for the Assets or the Shares will be a combination of the shares of the Company’s restricted common stock, and a convertible promissory note.  The Company anticipates granting piggy-back registration rights to INNO for the shares of the Company’s common stock issued to INNO.

 

INNO will work to complete an audit (the “Audit”) of INTech within 45 days of the effective date of the Agreement.  After the completion of the Audit, the parties will work together to conclude an appropriate due diligence review for the Acquisition, and the parties agreed to negotiate in good faith the terms and conditions of the Definitive Purchase Agreement based on the results of the Audit and a mutually acceptable fair valuation of the Shares and Assets of INtech.

 

License Agreement

 

In addition, on July 22, 2014, the Company entered into an exclusive license agreement with INtech (the “License Agreement”).Pursuant to the License Agreement, INtech granted to the Company and its affiliates, subject to the terms and conditions of the License Agreement, an exclusive transferrable worldwide perpetual license of INtech’sOptinsmart dashboard currently including email, text messaging, social media marketing, reputation management, back office systems to include CRM, billing and white label account management, including all Releases, Enhancements, Versions (all as defined in the License Agreement), and patches thereto (collectively, the “Licensed Technology”).  The Company has the right to make, use, import, lease, and sell the software code and programs comprising the Licensed Technology for the term of the Agreement, which runs from the effective date through that date which is the later of the execution of the Definitive Purchase Agreement (discussed above) and one year from the execution of the License Agreement.

 

Pursuant to the License Agreement, the Company agreed to pay to INtech certain royalty payments based on the Company’s net sales of the software code and programs comprising the Licensed Technology (less accessories or other components or products used in combination with the licensed products), for the period commencing on the effective date and ending on upon the earlier to occur of the termination or expiration of the License Agreement or the acquisition of the licensed products by the Company from INtech in a negotiated transaction.

 

Revolving Line of Credit Agreement

 

The Company also entered into a Revolving Line of Credit Agreement (the “Credit Agreement”) with INtech.  Pursuant to the Credit Agreement, the Company agreed to lend to INtech up to $200,000 (the “Commitment Amount”) as a revolving line of credit.  In other words, INtech may re-borrow any amounts repaid up to the Commitment Amount, assuming compliance with the terms and conditions of the Credit Agreement.  The amounts loaned bear interest at a rate of 5%.  The Company is committed to lend funds to INtech during the period (the “Availability Period”) starting on the date of the Agreement and ending on July 22, 2015.  All funds loaned under the Credit Agreement must be repaid no later than July 22, 2016.  INtech may prepay any amounts borrowed with no penalty.

 

 

As of the date of this Report, the Company had not engaged in any business activities that provide cash flow, although management anticipates that the Agreement likely will result in revenues to the Company in the third or fourth quarter of 2014.

 

The costs of investigating and analyzing business combinations, maintaining the filing of Exchange Act reports, the investigation, analyzing, and consummation of an acquisition for an unlimited period of time will be paid without recompense from additional money contributed by Mr. Mazzapica, our sole officer and director, or another source.

 

During the next 12 months we anticipate incurring costs related to:

 

(i) filing of Exchange Act reports, and

 

(ii) investigating, analyzing and consummating an acquisition.

 

We anticipate that these costs may be in the range of eight to nine thousand dollars, and that we will be able to meet these costs as necessary, to be loaned to or invested in us by our stockholders, management or other investors. We anticipate allocating the entire amount towards the filing of Exchange Act reports.

 

As noted above, the Company has entered into the LOI with INNO relating to the proposed acquisition by the Company of outstanding Shares or Assets of INNO.

 

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance.

 

Critical Accounting Policies

 

Our financial statements are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 

 

Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause an effect on our results of operations, financial position or liquidity for the periods presented in this report.

 

Recently Issued Accounting Pronouncements

 

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended May 31, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

None.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

 

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures were effective as of June 30, 2014, to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

 

Changes in internal controls

 

Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the three-month period ended June 30, 2014.  Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the three months ended June 30, 2014 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

 

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

 

There are not presently any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 

Item 1A. Risk Factors

 

Our business is difficult to evaluate because we have no operating history.

 

As we have no operating history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. We have had no recent operating history nor any revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

 

There is competition for those private companies suitable for a merger transaction of the type contemplated by management.

 

We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

 

Future success is highly dependent on the ability of management to locate and attract a suitable acquisition.

 

The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

 

 

The Company has no existing agreement for a business combination or other transaction.

 

We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can begiven that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

 

Management intends to devote only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate.

 

While seeking a business combination, management anticipates devoting no more than a few hours per week to our affairs. Our officers have not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

 

The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.

 

Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

 

The Company may be subject to further government regulation which would adversely affect our operations.

 

Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act and, consequently, violation of the Act could subject us to material adverse consequences.

 

Any potential acquisition or merger with a foreign company may subject us to additional risks.

 

If we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

 

 

There is currently no trading market for our common stock.

 

Outstanding shares of our Common Stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit the ability of our stockholders to liquidate their investment.

 

Our business will have no revenues unless and until we merge with or acquire an operating business.

 

We have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business.

 

The Company intends to issue more shares in a merger or acquisition, which will result in substantial dilution.

 

Our certificate of incorporation authorizes the issuance of a maximum of 100,000,000 shares of common stock and a maximum of 5,000,000 shares of preferred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of Common Stock or Preferred Stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of Common Stock might be materially adversely affected.

 

The Company has conducted no market research or identification of business opportunities, which may affect our ability to identify a business to merge with or acquire.

 

We have neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us.

 

Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

 

Because we may seek to complete a business combination through a “Reverse Merger,” following such a transaction we may not be able to attract the attention of major brokerage firms.

 

Additional risks may exist since we will assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.

 

 

We cannot assure you that following a business combination with an operating business, our common stock will be listed on NASDAQ or any other securities exchange.

 

Following a business combination, we may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.

 

There is no public market for our common stock, nor have we ever paid dividends on our common stock.

 

There is no public trading market for our common stock and none is expected to develop in the foreseeable future unless and until we complete a business combination with an operating business and such business files a registration statement under the Securities Act of 1933, as amended.

 

Additionally, we have never paid dividends on our Common Stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.

 

Issuance of Preferred Stock could result in dilution to existing shareholders.

 

Our Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of its authorized preferred stock, there can be no assurance that we will not do so in the future.

 

Control by management reduces the ability of minority shareholders to affect changes in management, corporate structure, or business strategy.

 

Management currently owns 100% of all the issued and outstanding capital stock of the Company. Consequently, management has the ability to control the operations of the Company and will have the ability to control substantially all matters submitted to stockholders for approval, including:

 

•

Election of the board of directors;

 

	•	Removal of any directors;
	•	Amendment of the Company’s certificate of incorporation or bylaws; and
	•	Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.

 

Paul F. Mazzapica Sr., our Chief Executive Officer and Director, is the beneficial owner of 10,000,000 shares of our common stock. Accordingly, this concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the common stock.

 

This report contains forward-looking statements and information relating to us, our industry and to other businesses.

 

These forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this prospectus, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties that may cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

 

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.

 

As previously reported in a Current Report filed with the U.S. Securities and Exchange Commission, on May 20, 2014, the sole officer and director of the Company, Richard Chiang, entered into a Share Purchase Agreement (the “SPA”) pursuant to which he sold 10,000,000 shares of the Company’s common stock to Paul F. Mazzapica Sr. at an aggregate purchase price of $40,000. These shares represent 100% of the Company’s issued and outstanding common stock. Effective upon the closing of the Share Purchase Agreement, Mr. Chiang owned no shares of the Company’s stock, and Mr. Mazzapicawas the sole stockholder of the Company. Following the execution the SPA, and effective as of the same date, Mr. Mazzapica was elected as a President, Chief Executive Officer, Chief Financial Officer, and as Chairman of the Company’s Board of Directors. Immediately following the election of Mr. Mazzapica to the Company’s Board of Directors, Mr. Mazzapica, acting as the sole Director of the Company, accepted the resignation of Richard Chiang as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors. Mr. Chiang’s resignation was in connection with the consummation of the SPA between Mr. Chiang and Mr. Mazzapica and was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

 

 

As noted above, on July 22, 2014, the Company entered into three agreements relating to the development of the business of the Company.

 

Letter of Intent

 

First, the Company executed a letter of intent agreement (the “Agreement”) with Innovative Software Technologies, Inc. (“INNO”), a Delaware corporation.  Pursuant to the Agreement, the Company intends to acquire all of the issued and outstanding capital stock (the “Shares”) or all of the operating assets and intellectual property rights (the “Assets”) of INtech Ventures, Inc., a Florida corporation and wholly owned subsidiary of INNO (“INtech”).  The intended acquisition of the Assets or the Shares (“Acquisition”) will be subject to the terms and conditions described in the Agreement and the terms contained in a written definitive purchase agreement (the “Definitive Purchase Agreement”) and related agreements.  

 

License Agreement

 

In addition, on July 22, 2014, the Company entered into an exclusive license agreement with INtech (the “License Agreement”).Pursuant to the License Agreement, INtech granted to the Company and its affiliates, subject to the terms and conditions of the License Agreement, an exclusive transferrable worldwide perpetual license of INtech’sOptinsmart dashboard currently including email, text messaging, social media marketing, reputation management, back office systems to include CRM, billing and white label account management, including all Releases, Enhancements, Versions (all as defined in the License Agreement), and patches thereto (collectively, the “Licensed Technology”).  Pursuant to the License Agreement, the Company agreed to pay to INtech certain royalty payments based on the Company’s net sales of the software code and programs comprising the Licensed Technology (less accessories or other components or products used in combination with the licensed products), for the period commencing on the effective date and ending on upon the earlier to occur of the termination or expiration of the License Agreement or the acquisition of the licensed products by the Company from INtech in a negotiated transaction.

 

Revolving Line of Credit Agreement

 

The Company also entered into a Revolving Line of Credit Agreement (the “Credit Agreement”) with INtech.  Pursuant to the Credit Agreement, the Company agreed to lend to INtech up to $200,000 (the “Commitment Amount”) as a revolving line of credit.  In other words, INtech may re-borrow any amounts repaid up to the Commitment Amount, assuming compliance with the terms and conditions of the Credit Agreement.  The amounts loaned bear interest at a rate of 5%.  

 

More information relating to the Letter of Intent, the License Agreement, and the Credit Agreement is included above under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

 

Item 6. Exhibits.

 

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
3.1	Certificate of Incorporation	(i)	10		3.1	07/03/13
3.2	By-Laws	(ii)	10		3.2	07/03/13
3.3	Certificate of Amendment to Certificate of Incorporation, dated May 29, 2014.	(iii)	8-K		3.3	05/29/14
4.1	Specimen Stock Certificate	(iv)	10		4.1	07/03/13
10.1	Share Purchase Agreement dated May 20, 2014		8-K		10.1	05/20/14
10.2	Letter of Intent		8-K		99.1	07/23/14
10.3	Licensing Agreement		8-K		99.2	07/23/14
10.4	Line of Credit Agreement		8-K		99.3	07/23/14
31	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS*	XBRL Instance Document	X
101.SCH*	XBRL Taxonomy Extension Schema Document	X
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	X
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Definition	X

 

 

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.

 

SLM Technologies Inc.
Dated: August 14 2014
	By: /s/ Paul F. Mazzapica Sr. Paul F. Mazzapica Sr., President, Chief Executive Officer, Chief Financial Officer (Principal Executive Officer) Secretary and Chairman of the Board of Directors