BE AT TV, INC.
(Exact name of registrant as specified in its charter)
Nevada		45-5355653
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
8 Ridge Street, North Sydney, Australia 2060
(Address of principal executive offices)(Zip Code)
+61 1300 34 44 35
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Large accelerated filer [  ]		Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company)		Smaller reporting company [X]

 

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BE AT TV, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2015

TABLE OF CONTENTS

		PAGE
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	15
Item 4.	Controls and Procedures.	15
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	16
Item 1A.	Risk Factors.	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	16
Item 3.	Defaults Upon Senior Securities.	16
Item 4.	Mine Safety Disclosures.	16
Item 5.	Other Information.	16
Item 6.	Exhibits.	16
	SIGNATURES	17

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PART I – FINANCIAL INFORMATION

Item 1.      Financial Statements.

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto for the year ended November 30, 2014 contained in the Company's annual report filed with the SEC on March 3, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending November 30, 2015.

BE AT TV, INC.

INDEX TO INTERIM CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED FEBRUARY 28, 2015

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BE AT TV, INC.

Condensed Balance Sheets

 

		February 28,				November 30,
		2015				2014
ASSETS		(Unaudited)
Current Assets
Cash		$	675			$	794
Total Current Assets			675				794
Total Assets		$	675			$	794
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accounts Payable		$	37,166			$	15,969
Due to Shareholders			39,999				39,999
Total Current Liabilities			77,165				55,968
Total Liabilities			77,165			$	55,968
Stockholders' Deficit
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding			-				-
Common stock, $0.0001 par value, 1,650,000,000 shares authorized; 61,300,000 shares issued and outstanding			6,130				6,130
Additional paid-in capital			71,370				71,370
Accumulated deficit			(153,990	)			(132,674	)
Total Stockholders' Deficit			(76,490	)			(55,174	)
Total Liabilities and Stockholders' Deficit		$	675			$	794

 

 

BE AT TV, INC. Condensed Statements of Operations (Unaudited)

 

 

		Three Months Ended February 28,
		2015				2014
Revenue		$	-			$	-
Operating Expenses:
General and administrative			-				13,456
Professional fees			21,316				48,819
Total operating expenses			21,316				62,275
Net loss		$	(21,316	)		$	(62,275	)
Basic and Diluted Loss per Common Share		$	(0.00	)		$	(0.00	)
Basic and Diluted Weighted Average Shares Outstanding			61,300,000				61,050,000

 

 

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

 

 

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BE AT TV, INC. Condensed Statements of Cash Flows (Unaudited)

 

		Three Months Ended February 28,
		2015				2014
Cash Flows from Operating Activities:
Net loss		$	(21,316	)		$	(62,275	)
Adjustments to reconcile net loss to net cash used in operating activities
Expenses paid by a related party			-				12,000
Changes in operating assets and liabilities:
Accounts Payable			21,197				35,579
Net Cash Used by Operating Activities			(119	)			(14,696	)
Cash Flows from Investing Activities:			-				-
Cash Flows from Financing Activities:			-				-
Net decrease in cash			(119	)			(14,696	)
Cash at beginning of period			794				14,696
Cash end of period		$	675			$	-
Supplemental Cash Flow Disclosure:
Interest paid		$	-			$	-
Taxes paid		$	-			$	-

 

 

 

 

 

 

 

 

 

 

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

Forward-Looking Statements

 

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the "Description of Business – Risk Factors" section in our Annual Report on Form 10-K, as filed on March 3, 2015.  You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

 

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

 

All references in this Form 10-Q to the "Company," "Be At TV," "we," "us," or "our" are to Be At TV, Inc.

 

Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States generally accepted accounting principles.

Current Business

 

We may seek a business opportunity with entities who have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. We believe that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.

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Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

The following table provides the results of operations for the following periods:

		Three Months Ended February 28,
		2015				2014
Revenue		$	-			$	-
General and administrative expenses			-				13,456
Professional fees			21,316				48,819
Net operating loss		$	21,316			$	62,275

 

During the three months ended February 28, 2015, we did not incur any general and administrative expenses and solely incurred professional fees of $21,316, compared to general and administrative and professional fees of $62,275 during the three months ended February 28, 2014. The decrease of $13,456 in general and administrative expenses during the period ended February 28, 2015 as compared to the period ended February 28, 2014, were primarily related to a one-time management fee of $13,354 paid to our previous sole officer during the period ended 2014, when the Company closed their bank account and decided to seek a new business opportunity. The decrease of $27,503, or 56%, in professional fees incurred during the period ended February 28, 2015, as compared to the period ended February 28, 2014, were generally related to increased professional fees for our corporate reorganization and DTC application during the period ended 2014.

 

 

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Liquidity and Financial Condition

Working Capital

The following table provides selected financial data about our company as of February 28, 2015 and November 30, 2014:

Our working capital deficiency increased $21,316 as of February 28, 2015 as compared to November 30, 2014 due to an increase in accounts payable of $21,197 and a decrease in cash of $119.

 

Cash Flows

		Three Months Ended February 28,
		2015				2014
Cash Flows Used in Operating Activities		$	(119	)		$	(14,696	)
Cash Flows Provided by (Used in) Investing Activities		$	-			$	-
Cash Flows Provided by Financing Activities		$	-			$	-
Net Decrease in Cash During Period		$	(119	)		$	(14,696	)

 

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the three months ended February 28, 2015, net cash flows used in operating activities was $119 consisting of a net loss of $21,316 and was reduced by an increase in accounts payable of $21,197.  For the three months ended February 28, 2014, net cash flows used in operating activities was $14,696 consisting of a net loss of $62,275 and was offset by expenses paid directly by a related party of $12,000, and an increase in accounts payable of $35,579.

Cash Flows from Investing Activities

From inception (April 30, 2012) through February 28, 2015, we did not use any cash for investing activities. 

Cash Flows from Financing Activities

We have financed our operations from the issuance of equity. For the three month periods ended February 28, 2015 and 2014, we did not generate any cash from financing activities. 

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Going Concern

Our auditors have issued a going concern opinion on our audited financial statements for the year ended November 30, 2014.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses.  This is because we have not generated any revenues. There is no assurance we will ever reach this point. Our financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.

The continuation of our business is dependent upon obtaining further financing, acquiring a new business and achieving a break even or profitable level of operations in that new business.  The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current or future stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain additional financing through private placements, and/or bank financing or other loans necessary to support our working capital requirements.  To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital.  No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 4.  Controls and Procedures.

Management's Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report for the reasons disclosed in our annual report on Form 10-K for the year ended November 28, 2014, as filed with the SEC on March 3, 2015.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended February 28, 2015, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.  Risk Factors.

An investment in our common stock involves a number of very significant risks. You should carefully consider the risk factors included in the "Risk Factors" section of our annual report on Form 10-K for the fiscal year ended November 30, 2014 filed with the SEC on March 3, 2015 in addition to other information in our annual report on Form 10-K for the fiscal year ended November 30, 2014 filed with the SEC on March 3, 2015 and in this quarterly report in evaluating our company and its business before purchasing shares of our company's common stock. Our business, operating results and financial condition could be seriously harmed due to any of those risks. You could lose all or part of your investment due to any of these risks.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

We did not sell any equity securities during the quarter ended February 28, 2015.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

Not applicable.

Item 5.  Other Information.

None.

Item 6.  Exhibits.

The following exhibits are included as part of this report:

*  XBRL Information is 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, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements 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.

 

 

 

 

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