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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


 [x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended March 31, 2015


-OR-


[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from _________ to________


Commission File Number      000-50773


Creative Beauty Supply of New Jersey Corporation

(Exact name of Registrant in its charter)


New Jersey

 

56-2415252

(State or Other Jurisdiction of Incorporation or Organization)

 

(I.R.S. Employer Identification Number)


266 Cedar Street, Cedar Grove, New Jersey

 

07009

(Address of Principal Executive Offices

 

(Zip Code)


Creative Beauty's Telephone Number, Including Area Code:

 

(973) 239-2952


Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [x] No [ ]


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 (section 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 [ ]   No [ ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):



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Large accelerated filer     [  ]

 

Non-accelerated filer               [  ]

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 [ ]


The number of outstanding shares of the registrant's common stock, May 15, 2015:  Common Stock – 10,532,150





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CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION

FORM 10-Q

INDEX


PART 1 – FINANCIAL INFORMATION



Item 1.  Financial Statements

 

Page

 

 

 

    Balance Sheets at March 31, 2015 (Unaudited)  and December 31, 2014

 

4

 

 

 

    Statements of Operations for the three months ended March 31, 2015 and 2014 (Unaudited)

 

5

 

 

 

    Statements of Cash Flows for the three months ended March 31, 2015 and 2014 (Unaudited)

 

6

 

 

 

Notes to Financial Statements (Unaudited)

 

7

 

 

 

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

 

9

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

 

10

Item 4.  Controls and Procedures

 

11


PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

 

13

Item 1A. Risk Factors

 

13

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

 

13

Item 3.  Defaults Upon Senior Securities

 

13

Item 4.  Mine Safety Disclosure

 

13

Item 5.  Other Information

 

13

Item 6.  Exhibits

 

13

 

 

 

SIGNATURES

 

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CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION

BALANCE SHEETS


 

March 31,

December 31,

 

2015

2014

 

(Unaudited)

 

 ASSETS

 



CURRENT ASSETS:



Cash and cash equivalents

 $     84,443

 $   88,079

TOTAL CURRENT ASSETS

 84,443

 88,079

 

 

 

TOTAL ASSETS

 $     84,443

 $   88,079

 



 



LIABILITIES AND STOCKHOLDERS’ EQUITY

 



CURRENT LIABILITIES:



Accounts payable

 $      23,115

 $   15,116

Accrued expenses

 7,275

 12,750

 

 

 

TOTAL CURRENT LIABILITIES

 30,390

 27,866

 

 

 

TOTAL LIABILITIES

 30,390

 27,866

 

 

 

STOCKHOLDERS’ DEFICIENCY:

 

 

Preferred stock, par value $.001,

 

 

authorized 10,000,000 shares, issued

 

 

and outstanding -0- shares

 -

 -

Common stock, par value $.001,

 

 

authorized 100,000,000 shares, issued

 

 

and outstanding 10,532,150 shares

 10,532

 10,532

Additional paid-in capital

 776,109

 776,109

Accumulated deficit

 (732,588)

 (726,428)

TOTAL STOCKHOLDERS’ EQUITY

 54,053

 60,213

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 $   84,443

 $   88,079



The accompanying notes are an integral part of these financial statements





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Table of Contents

CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION

STATEMENTS OF OPERATIONS

(UNAUDITED)


 

Three Months Ended

 

             March 31,           

 

2015

2014

 

 

 

Revenues

 $               -

 $            -

 

 

 

Operating Expenses:

 

 

Professional fees

 5,240

 5,713

Miscellaneous

 951

 550

 

 

 

Total Operating Expenses

 6,191

 6,263

 

 

 

Loss From Operations

 (6,191)

 (6,263)

 

 

 

Other Income:

 

 

Interest income

 31

 51

Total Other Income

 31

 51


 

 

 

 

 

 

 

 

Net Loss

 $     (6,160)

 $     (6,212)

 

 

 

Loss  per share:

 

 

Basic and diluted loss per

       common share


$         0.00


$         0.00

 

 

 

Basic and diluted weighted average common shares

outstanding


10,532,150


10,532,150



The accompanying notes are an integral part of these financial statements





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CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(UNAUDITED)


 

2015

2014

 

 

 

Net loss

$        (6,160)

 $        (6,212)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

Increase  (Decrease) in accounts payable

 7,999

 (6,400)

Decrease in accrued expenses

 (5,475)

 (5,125)

Net cash used in operating activities

 $      (3,636)

 $      (17,737)


 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 $      (3,636)

 $      (17,737)

 

 

 

CASH AND CASH EQUIVALENTS – beginning of period

 88,079

 117,185

 

 

 

CASH AND CASH EQUIVALENTS – end of period

 $       84,443

 $       99,448

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

Cash paid during year for:

 

 

     Income taxes

 $             500

 $             500

 

 

 

     Interest

 $                  -

 $                  -




The accompanying notes are an integral part of these financial statements





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Table of Contents

CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2015 AND 2014

(UNAUDITED)


1.

THE COMPANY


Creative Beauty Supply of New Jersey Corporation (the “Company”) was incorporated in the State of New Jersey on October 1, 2003.  It was formed pursuant to a resolution of the board of directors of Creative Beauty Supply, Inc., (“CBS”) as a wholly-owned subsidiary of that company, a publicly traded New Jersey corporation.  On January 1, 2004, the assets and liabilities of CBS were contributed at book value to the Company, and this subsidiary was then spun-off by CBS to its stockholders.  This spin-off was consummated in contemplation of a merger, which occurred on March 19, 2004 between CBS and Global Digital Solutions, Inc. (“Global”), a Delaware corporation, whereby the former stockholders of CBS became the owners of 100 percent of the common stock of the Company.


The Company’s current business plan is to attempt to identify and negotiate with a business target for the merger of that entity with and into the Company.  In certain instances, a target company may wish to become a subsidiary of the Company or wish to contribute assets to the Company rather than merge.  


No assurance can be given that the Company will be successful in identifying or negotiating with any target company.  The Company provides a means for a foreign or domestic private company to become a reporting (public) company whose securities would be qualified for trading in the United States secondary market.


On April 1, 2015 the Company filed a preliminary information statement Form PRE 14C which was then updated and refiled on April 30, 2015 as a Form DEF 14C definitive information statement.  The filing stated that the Board of Directors of the Company adopted resolutions to amend their Articles of Incorporation to increase the authorized common shares to 200,000,000, to amend their Articles of Incorporation to change the Company's name to Gotham Capital Holdings, Inc. and to authorize a 1-for-2 reverse split of all outstanding common shares.  On April 1, 2015, the Company entered into a Securities Purchase Agreement with Gotham Capital, Inc. and certain Gotham shareholders which will result in a change of control of the Company. After the change of control, the Company will pursue new lines of business.  The statement was mailed on or about April 27, 2015 to all the Company's stockholders.  The corporate actions taken are expected to become effective on or after May 18, 2015.




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Table of Contents

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Interim Financial Statement Presentation

The December 31, 2014 balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles.  In the opinion of management, the accompanying unaudited financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of March 31, 2015, its results of operations for the three  months ended March 31, 2015 and 2014 and its cash flows for the three months ended March 31, 2015 and 2014.


The statements of operations for the three months ended March 31, 2015 and 2014 are not necessarily indicative of the results for the full year.


While the Company believes that the disclosures presented are adequate to make the information not misleading, these financial statements should be read in conjunction with the financial statements and accompanying notes included in the Company’s annual Report on Form 10-K for the year ended December 31, 2014.


Loss Per Share

The Company computes loss per share in accordance with ASC 260, “Earnings Per Share”. Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflects the potential dilution that could occur if securities or other agreements to issue common stock were exercised or converted into common stock.  Diluted earnings per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding, which includes convertible debentures, stock options and warrants.  There were no dilutive common stock equivalents for all periods presented.


Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts payable and accrued expenses approximate fair value based on the short-term maturity of these instruments.


Recently Issued Accounting Standards

Management does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.


3.

SUBSEQUENT EVENTS


The Company has evaluated subsequent events through the date of this filing.



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


Forward-Looking Statements


This Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. These statements include those concerning the following:  Our intentions, beliefs and expectations regarding the fair value of all assets and liabilities recorded; our strategies; growth opportunities; product development and introduction relating to new and existing products; the enterprise market and related opportunities; competition and competitive advantages and disadvantages; industry standards and compatibility of our products; relationships with our employees; our facilities, operating lease and our ability to secure additional space; cash dividends; excess inventory, our expenses; interest and other income; our beliefs and expectations about our future success and results; our operating results; our belief that our cash and cash equivalents will be sufficient to satisfy our anticipated cash requirements, our expectations regarding our revenues and customers; investments and interest rates.  These statements are subject to risk and uncertainties that could cause actual results and events to differ materially.


Creative NJ undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-Q.


Critical Accounting Policies


The financial statements and accompanying footnotes included in this report has been prepared in accordance with accounting principles generally accepted in the United States with certain amounts based on management’s best estimates and judgments. To determine appropriate carrying values of assets and liabilities that are not readily available from other sources, management uses assumptions based on historical results and other factors they believe are reasonable.  Actual results could differ from those estimates.


Our critical accounting policies are described in our Annual Report on Form 10-K for the year ended December 31, 2014.  There have been no material changes to our critical accounting policies as of and for the three months ended March 31, 2015.


Trends and Uncertainties


There are no material commitments for capital expenditure at this time.  There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on our limited operations. There are no known causes for any material changes from period to period in one or more line items of Creative NJ’s financial statements.




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Table of Contents

Liquidity and Capital Resources


At March 31, 2015, Creative Beauty Supply of New Jersey Corporation (“Creative NJ” or the “Company”) had a cash balance of $84,443, which represents a $3,636 decrease from the $88,079 balance at December 31, 2014.  This decrease was primarily the result of cash used to satisfy the requirements of a reporting company.  Creative NJ’s working capital balance at March 31, 2015 was $54,053, as compared to a December 31, 2014 balance of $60,213.


For the three months ended March 31, 2015 and 2014, there were no investing or financing activities.


Creative NJ’s is undergoing a plan of merger with Gotham Capital, Inc.  Under this plan of merger, Creative NJ will be acquiring Gotham in a reverse acquisition transaction and will be the surviving entity, and the shareholders of Gotham Capital, Inc. will own a controlling interest in the surviving entity.  Creative NJ will be changing its name to Gotham Capital, Inc.  Creative NJ will also be undergoing a 1 for 2 reverse split of its common shares.  Management has considered these actions to be in the best interests of the shareholders, and will improve the marketability of the Company’s common stock.


Results of Operations for the Three Months Ended March 31, 2015 compared to the Three Months Ended March 31, 2014.


For the three months ended March 31, 2015, we did not earn any revenues. We incurred professional fees of $5,240 and miscellaneous expenses of $951. We earned interest income of $31. As a result we incurred a net loss of $6,160 for the three months ended March 31, 2015.


Comparatively, for the three months ended March 31, 2014, we did not earn any revenues. We incurred professional fees of $5,713 and miscellaneous expenses of $550. We earned interest income of $51. As a result, we incurred a net loss of $6,212 for the three months ended March 31, 2014.


Creative NJ incurred a net loss of $6,160 in the current period versus a net loss of $6,212 in the prior period. Operating expenses were incurred primarily to enable Creative NJ to satisfy the requirements of a reporting company.


During the current and prior period, Creative NJ did not record an income tax benefit due to the uncertainty associated with Creative NJ’s ability to utilize the deferred tax assets.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Not applicable for a smaller reporting company.




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Table of Contents


Item 4.  Controls and Procedures.


Evaluation of Disclosure Controls and Procedures


We maintain disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2015.  Based on the existence of the material weakness in internal control over financial reporting discussed in our Form 10-K for the year ended December 31, 2014,- our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of March 31, 2015 to provide such reasonable assurances.


We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.  Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.  Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.  Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.  The design of disclosure controls and procedures is also based partly on 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.


Remediation Plan for Material Weaknesses


At such time that it is economically feasible, we will aggressively recruit experienced professionals to ensure that we can maintain adequate segregation of duties and be able to ensure that all necessary disclosures are reported in our filings with the Securities and Exchange Commission.  Although we believe that this corrective step will enable management to conclude that the internal controls over our financial reporting are effective when the staff is hired and trained, we cannot assure you these steps will be sufficient.  We may be required to expend additional resources to identify, assess, and correct any additional weaknesses in internal control.




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Changes in Internal Control over Financial Reporting


During the three months ended March 31, 2015, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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Table of Contents

PART II - OTHER INFORMATION


Item 1.   Legal Proceedings  

None


Item 1A.  Risk Factors

Not applicable for smaller reporting company.


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

None


Item 3.   Defaults Upon Senior Securities

None


Item 4.  Mine Safety Disclosures

Not Applicable


Item 5.   Other Information

None


Item 6.   Exhibits


Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) 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.


Dated: May 15, 2015


CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION


By:     /s/Carmine Catizone

Carmine Catizone,

Chief Executive Officer


/s/Daniel Generelli

Daniel Generelli,

Chief Financial Officer




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