Attached files
UNITED STATES
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 MAY 31, 2018x
Commission file number 333-180978
SATUSA CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
5348 Vegas Dr.
Las Vegas, NV 89108
(Address of principal executive offices, including zip code)
(509)995-2433
(Telephone number, including area code)
Mr. Jeffrey Nichols, Esq.
811 6th Avenue
Lewiston, ID 83501
(415)314-9088
(Name and Address of Agent for Service)
Check whether the issuer (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 last 90 days.
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. See the definitions of "large accelerated filer, "accelerated
filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-
2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [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: 12,400,000 shares as of
July 15, 2018
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ITEM 1. FINANCIAL STATEMENTS.
The financial statements for the quarter ended May 31, 2018 immediately
follow.
SATUSA Corporation
Unaudited Interim Condensed Balance Sheets
As of May 31, 2018
ASSETS
May 31, August 31,
2018 2017
Current Assets
Cash $ 12,192 $ 67,662
Accounts Receivable 6,695 4,891
--- ---
Total Current Assets 18,887 72,553
--- ---
TOTAL ASSETS $ 18,887 $ 72,553
=== ===
LIABILITIES
Current Liabilities
Accrued Liabilities 1,620 4,320
Payable to Affiliates 8,918 78,639
------ -----
Total Current Liabilities 10,538 82,959
------ ------
STOCKHOLDERS' EQUITY(DEFICIT)
Common Stock:
Par Value $0.0001 per Share,
75,000,000 Shares Authorized,
12,400,000 and 12,400,000 Shares
Outstanding at May 31, 2018
and August 31, 2017, Respectively 1,240 1,240
Additional Paid In Capital 10,760 10,760
Deficit Accumulated During Development Stage (3,651) (22,406)
------ ------
Total Shareholders' Equity 8,349 (10,406)
------ ------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY(DEFICIT) $ 18,887 $ 72,553
=== ===
The accompanying notes are an integral part of these financial statements.
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SATUSA Corporation
Unaudited Interim Condensed Statements of Operations
Three Three Nine Nine
Months Months Months Months
Ended Ended Ended Ended
May May May May
31,2018 31,2017 31,2018 31,2017
------- ------- ------- -------
Operating Revenue $ 17,365 $ 17,360 $ 34,309 $ 38,235
----- ----- ----- -----
Total Revenue 17,365 17,360 34,309 38,235
Cost of Services (2,123) (1,968) (5,164) (4,865)
----- ----- ----- -----
Gross Profit 15,242 15,392 29,145 33,370
Expenses:
General & Administrative 3,787 2,365 10,388 8,293
----- ----- ----- -----
Total Expenses 3,787 2,365 10,388 8,293
----- ----- ----- -----
Provision for Income Taxes 0 0 0 0
- - - -
Net Income (Loss) $ 11,455 $ 13,027 $ 18,757 $ 25,077
====== ===== ====== =====
Net Loss per Common Share -
Basic and Diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
==== ==== ==== ====
Weighted Average Number of
Shares Outstanding -
Basic and Diluted 12,400,000 12,400,000 12,400,000 12,400,000
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
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SATUSA Corporation
Unaudited Interim Condensed Statements of Cash Flows
Nine Months Nine Months
Ended Ended
May May
31,2018 31,2017
------- -------
Cash Flows from Operating Activities:
Net Income (Loss) $ 18,757 $ 25,079
Net Change in Accounts Receivable (1,804) (2,005)
Net Change in Accrued Liabilities (2,700) (3,320)
--- -----
Net Cash Provided By
(Used In) Operating Activities 14,253 19,754
----- -----
Cash Flows from Financing Activities:
Net Repayments to Affiliate (69,722) (20,191)
Proceeds from Sale of Common Stock 0 0
----- -----
Net Cash Flows Provided by
Financing Activities (69,722) (20,191)
----- -----
Net Increase (Decrease) in Cash (55,469) (437)
----- -----
Cash - Beginning of Period 67,662 752
Cash - End of Period $ 12,193 $ 313
Supplemental Disclosure of Cash Flow Information:
Cash Paid For:
Interest $ - $ -
Income Taxes $ - $ -
The accompanying notes are an integral part of these financial statements.
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SATUSA Corporation
Unaudited Interim Condensed Statements of Shareholders' Equity
For the Period From August 31, 2013 Through May 31, 2018
-----------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid In Development
Stock Amount Capital Stage Total
-----------------------------------------------------
BALANCE,
AUGUST 31, 2013 12,400,000 $ 1,240 $10,760 $ (46,018) $(34,018)
-----------------------------------------------------
Deficit - Year
Ended August 31, 2014 (9,960) (9,960)
-----------------------------------------------------
BALANCE,
AUGUST 31, 2014 12,400,000 $ 1,240 $10,760 $ (55,979) $(43,979)
-----------------------------------------------------
Deficit - Year
Ended August 31, 2015 (10,504) (10,504)
-----------------------------------------------------
BALANCE,
AUGUST 31, 2015 12,400,000 $ 1,240 $10,760 $ (66,483) $(54,483)
-----------------------------------------------------
Net Income - Year
Ended August 31, 2016 19,636 19,636
-----------------------------------------------------
BALANCE,
AUGUST 31, 2016 12,400,000 $ 1,240 $10,760 $ (46,847) $(34,847)
-----------------------------------------------------
Net Income - Year
Ended August 31, 2017 24,439 24,439
-----------------------------------------------------
BALANCE,
FEBRUARY 28, 2018 12,400,000 $ 1,240 $10,760 $ (22,408) $(10,406)
====================================================
Net Income - Period
Ended May 31, 2018 18,757 18,757
-----------------------------------------------------
BALANCE,
MAY 31, 2018 12,400,000 $ 1,240 $10,760 $ (3,651) $ 8,349
====================================================
The accompanying notes are an integral part of these financial statements.
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SATUSA Corporation
Unaudited Interim Condensed Notes to the Financial Statements
-----------------------------------------------------------------------------
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by SATUSA
Corporation (the "Company") without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations, and cash flows
at May 31, 2018, and for all periods presented herein, have been made.
During its 3rd quarter of fiscal 2016, the Company adopted a new business plan
of offering an SAT exam preparatory course. In doing so, it also changed the
Company's name from Essense Water, Inc. to SATUSA Corporation.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It
is suggested that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
August 31, 2018 audited financial statements. The results of operations for
the period ended May 31, 2018 are not necessarily indicative of the operating
results for the full year.
NOTE 2 - SUBSEQUENT EVENTS
Company has evaluated subsequent events through the date that the financial
statements were issued. There were no significant subsequent events that need
to be disclosed.
Note 3 - RECENT ACCOUNTING PRONOUNCEMENTS
There are several new accounting pronouncements issued by the Financial
Accounting Standards Board ("FASB") which are not yet effective. Each of
these pronouncements, as applicable, has been or will be adopted by the
Company. As of May 31, 2018, none of these pronouncements is expected to have
a material effect on the financial position, results of operations or cash
flows of the Company
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan",
"expect", "future", "intend", and similar expressions to identify such
forward-looking statements. Investors should be aware that all forward-
looking statements contained within this filing are good faith estimates of
management as of the date of this report and actual results may differ
materially from historical results or our predictions of future results.
RESULTS OF OPERATIONS
During the 3rd quarter of fiscal 2016, the Company chose to forego its
previous business of a water-based flavored drink and adopt a new business
plan. This plan is to provide an SAT Preparatory program that will be
designed to be taken out on a regional and possibly national basis to help
train high-school students for the rigorous and extremely important college
entrance exams.
In doing so, the Company has begun to generate revenues.
During the nine months ended May 31, 2018, the Company's revenues totaled
$34,309, versus $38,235 during the same period in the prior year. These
revenues were derived from class fees for students attending the SAT prep
class. The decrease is due largely to some delays in the start dates of one
of the sessions due to difficulties in finding a facility with a classroom to
use for teaching the classes.
During the three months ended May 31, 2018, the Company's revenues totaled
$17,365, versus $17,360 during the same period in the prior year.
In the operation of its classes, the Company incurred related Cost of
Services during the most recent nine months totaling $5,164 for books,
copying, supplies, and other class-related expenses. We also incurred $10,388
in General and Administrative costs for the same period, consisting of $4,860
in accounting/professional services and $2,192 for insurance and $3,336 in
miscellaneous expenses. For the same period in the prior year, General and
Administrative expenses totaled $8,293, consisting of $5,310 in
accounting/professional services, $1,096 for insurance, and $1,887 in
miscellaneous expenses.
Since our most recent fiscal year end of August 31, 2017, our cash balance
has decreased, from a balance of $67,662 to $12,192, as much of it was used
to repay advances we had received from our founder. Our cash flow from
operations totaled $14,253 for the nine months ended May 31, 2018, and Net
Repayments to Related Party totaled $69,722 for the same period.
Accounts Receivable increased slightly to $6,695 at May 31, 2018, from $4,891
at year end, as the Company reflected the billings for classes incurred in
May, but not yet fully received.
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Accrued liabilities are down from $4,320 at year end to $1,620 at present due
to the more expensive year-end "audit" being reflected at the August 31 year
end date versus the less expensive accounting "review" done on the Company's
quarterly operations. The balance of Related Party Payable has been reduced
from $78,639 at year end to a present balance of $8,918 as the founder
received much of the net cash flow proceeds and a large portion of the excess
cash balance. Reflecting the positive operating results of the new business
plan, Shareholders' Equity finally turned positive, increasing from $(10,406)
at year end to $8,349 as of May 31, 2018.
In May 2009, a total of 12,000,000 shares of common stock were issued in
exchange for $2,000, or $.0017 per share. These securities were issued to
Kevin Nichols, the sole officer and director of the Company.
During the year ended August 31, 2013, the Company sold a total of 400,000
shares of common stock at $0.025 per share for total proceeds of $10,000.
The following table provides selected financial data about our Company for
the period ended May 31, 2018.
Balance Sheet Data: 5/31/18
------------------- --------
Cash $ 12,192
Total Assets $ 18,887
Total Liabilities $ 10,538
Shareholders' Equity $ 8,349
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at May 31, 2018 was $12,192. With its new business plan, the
Company is consistently generating operating income and positive cash flows.
Net cash from operating activities for the most recent three quarters was
$14,253.
Funds may continue to be provided by the Company's sole officer/director, if
needed. He has agreed to advance funds until such time as the Company
receives sufficient funds from other source(s). However, we have no formal
commitment, arrangement(s), or legal obligation with our founder to advance
or loan funds to us. As of May 31, 2018 our officer/director has loaned and
paid expenses (net of repayments) directly on the Company's behalf totaling
$8,918. These funds are payable upon demand and bear no interest.
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PLAN OF OPERATION
Our plan of operation for the next 12 to 24 months consists of the following
steps/stages:
1. Continue with the local operation of the SAT preparatory program;
2. Finalize the design and creation of the training materials and overall
program so that it may be duplicated and provided/leveraged in other
locations;
3. Finish and complete the design of the website and marketing/promotion
materials;
4. Utilize the newly acquired domain, "satusa.net," to create an additional
web-site to be used as the Company expands outside its core area to the
Northwest and rest of the U.S.;
5. Meet with prospective instructors locally and regionally to expand the
program.
6. Study the regional and national markets to help define the "niche" in
which to best set up the program to succeed.
7. Explore the ability to "franchise" the test-prep program to allow for our
regional/national expansion.
8. Look into creating an "on-line" series of classes/teaching to better
leverage the Founders' reach and allow expansion of our business plan.
9. Explore possibly expanding the training/teaching to other standardized
exams such the GRE, LSAT, and others.
At present, the Company is meeting with instructors/partners in North Idaho,
the Seattle metropolitan area, and North Carolina and entering into possible
collaberations within those markets.
Also, we have recently been approached to consider possible addition of a
series of teachings/classes in training students for the GRE (graduate school
admissions exam) and LSAT (law school exam).
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 is material to
investors.
-9-
ITEM 4. CONTROLS AND PROCEDURES.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting
is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities
Exchange Act of 1934 as a process designed by, or under the supervision of,
the Company's principal executive and principal financial officers and
effected by the Company's board of directors, management, and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
- Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America
and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the
Company; and
- Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. All
internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of the inherent limitations of internal
control, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting.
However, these inherent limitations are known features of the financial
reporting process. Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, this risk.
As of May 31, 2018 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO"), 2013 version, and SEC guidance on conducting such
assessments. Based on that evaluation, they concluded that, during the period
covered by this report, such internal controls and procedures were not
effective to detect the inappropriate application of US GAAP rules as more
fully described below.
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This was due to deficiencies that existed in the design or operation of our
internal controls over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public
Company Accounting Oversight Board were: (1) lack of a functioning audit
committee due to a lack of a majority of independent members and a lack of a
majority of outside directors on our board of directors, resulting in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; and (3) ineffective controls over period
end financial disclosure and reporting processes. The aforementioned material
weaknesses were identified by our Chief Executive Officer in connection with
the review of our financial statements as of May 31, 2018.
Management believes that the material weaknesses set forth in items (2) and
(3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.
MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us. And,
we plan to appoint one or more outside directors to our board of directors
who shall be appointed to an audit committee resulting in a fully functioning
audit committee who will undertake the oversight in the establishment and
monitoring of required internal controls and procedures such as reviewing and
approving estimates and assumptions made by management when funds are
available to us.
Management believes that the appointment of one or more outside directors,
who shall be appointed to a fully functioning audit committee, will remedy
the lack of a functioning audit committee and a lack of a majority of outside
directors on our Board.
We anticipate that these initiatives will be at least partially, if not
fully, implemented by December 31, 2018. Additionally, we plan to test our
updated controls and remediate our deficiencies by December 31, 2018.
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CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
Incorporated by Reference
Exhibit No. Exhibit or Filed Herewith
---------- ------- -----------------------------
3.1 Articles of Incorporation Incorporated by reference to
the Registration
Statement on Form S-1 filed
with the SEC on May 20, 2010
File No. 333-162824
3.2 Bylaws Incorporated by reference to
the Registration
Statement on Form S-1 filed
with the SEC on May 20, 2010
File No. 333-162824
31.1 Section 302 Certification of Filed herewith
Chief Executive Officer
31.2 Section 302 Certification of Filed herewith
Chief Financial Officer
32 Section 906 Certification of Filed herewith
Chief Executive Officer and
Chief Financial Officer
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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.
July 18, 2018 SATUSA Corporation
/s/ Kevin Nichols
-------------
By: Kevin Nichols
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President, Secretary,
Treasurer & Sole Director)
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