UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-QSB

 

x           QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended:  **September 30, 2005**

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number **000-30149**

 

**TOO LATE FINANCIAL CORPORATION**

(Exact name of small business issuer as specified in its charter)

 

| **Nevada**                               |   | **88-0453319**      |
|------------------------------------------|--------|---------------------|
| (State or other jurisdiction of          |   | (I.R.S. Employer    |
| incorporation or organization)           |   | Identification No.) |
|                                     |   |                |
| **770 East Warm Springs Rd., Suite 250** |   |                |
| **Las Vegas, Nevada**                    |   | **89119**           |
| (Address of principal executive offices  |   | (zip code)          |

 

Issuer’s telephone number, including area code: **(702) 866-5839**

 

Check 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 last 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes       X          No            

 

The number of shares of Common Stock, $0.001 par value, outstanding on September 30, 2005, was 9,654,370 shares.

 

 

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| **ITEM 1.** | **FINANCIAL STATEMENTS** |
|-------------|--------------------------|

 

**Too Late Financial Corporation**

**(a development stage company)**

**Balance Sheet**

 

|                                                                                           |       | **September 30,** |       |
|------------------------------------------------------------------------------------------------|------------|-------------------|------------|
| ** **                                                                                     | ** ** | **2005**          | ** ** |
| **Assets**                                                                                     |       |              |       |   |
| Current assets:                                                                                |       |              |       |   |
| Cash                                                                                           |       | $                 | —     |   |
| Total current assets                                                                           |       |              | —     |   |
|                                                                                           |       |              |       |   |
|                                                                                           |       | $                 | —     |   |
|                                                                                           |       |              |       |   |
| **Liabilities and Stockholders’ Equity**                                                  |       |              |       |   |
| Current liabilities – related party                                                       |       | $                 | —     |   |
|                                                                                           |       |              |       |   |
| Stockholders’ Equity                                                                      |       |              |       |   |
| Preferred stock, $0.001 par value 5,000,000 shares authorized zero issued and Outstanding      |       |              | —     |   |
|                                                                                           |       |              |       |   |
| Common stock, $0.001 par value, 20,000,000 shares authorized; 9,654,370 issued and outstanding |       |              | 9,654      |   |
|                                                                                           |       |              |       |   |
| (Deficit) accumulated during development stage                                                 |       |              | (9,654     | ) |
|                                                                                           |       |              | —     |   |
|                                                                                           |       |              |       |   |
|                                                                                           |       | $                 | —     |   |

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

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**Too Late Financial Corporation**

**(a development stage company)**

**Statements of Operations**

**For the Three and Nine Months Ending September 30, 2005 and 2004**

**And For the Period March 3, 2000 (Inception) to September 30, 2005**

 

 

|                                                                                |       | **Three Months Ended****September 30,** |       | **Nine Months Ended****September 30,** |       | **March 3, 2000****(Inception) to September 30,** |       |
|-------------------------------------------------------------------------------------|------------|-----------------------------------------|------------|----------------------------------------|------------|---------------------------------------------------|------------|
|                                                                                | ** ** | **2005**                                | ** ** | **2004**                               | ** ** | **2005**                                          | ** ** | **2004** | ** ** | **2005** | ** ** |
|                                                                                |       |                                    |       |                                   |       |                                              |       |   |   |   |   |   |   |   |   |   |
| Revenue                                                                             |       | $                                       | —     |                                   | $          | —                                            |       | $ | — |   | $ | — |   | $ | — |   |
|                                                                                |       |                                    |       |                                   |       |                                              |       |   |   |   |   |   |   |   |   |   |
| Expenses:                                                                           |       |                                    |       |                                   |       |                                              |       |   |   |   |   |   |   |   |   |   |
| General and administrative expenses                                                 |       |                                    | —     |                                   |       | 250                                               |       |   | 750 |   |   | 1,250 |   |   | 9,654 |   |
| Total expenses                                                                      |       |                                    | —     |                                   |       | 250                                               |       |   | 750 |   |   | 1,250 |   |   | 9,654 |   |
|                                                                                |       |                                    |       |                                   |       |                                              |       |   |   |   |   |   |   |   |   |   |
| Net (loss)                                                                          |       | $                                       | —     |                                   | $          | (250                                              | )          | $ | (750 | ) | $ | (1,250 | ) | $ | (9,654 | ) |
|                                                                                |       |                                    |       |                                   |       |                                              |       |   |   |   |   |   |   |   |   |   |
| Weighted average number of common shares outstanding – basic and fully diluted |       |                                    | 9,548,206  |                                   |       | 8,654,370                                         |       |   | 9,548,206 |   |   | 8,654,370 |   |   |   |   |
|                                                                                |       |                                    |       |                                   |       |                                              |       |   |   |   |   |   |   |   |   |   |
| Net (loss) per share – basic and fully diluted                                 |       | $                                       | (0.00      | )                                      | $          | (0.00                                             | )          | $ | (0.00 | ) | $ | (0.00 | ) |   |   |   |

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

2

 

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**Too Late Financial Corporation**

**(a development stage company)**

**Statements of Cash Flows**

**For the Nine Months Ending September 30, 2005 and 2004**

**And For the Period March 3, 2000 (Inception) to September 30, 2005**

 

 

|                                              |       | **Nine Months Ended****September 30,** |       | **March 3, 2000 (Inception) to September 30,** |       |
|---------------------------------------------------|------------|----------------------------------------|------------|------------------------------------------------|------------|
|                                              | ** ** | **2005**                               | ** ** | **2004**                                       | ** ** | **2005** | ** ** |
| **Cash flows from operating activities:**         | ** ** | ** **                             | ** ** | ** **                                     | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Net (loss)                                        |       | $                                      | (750       | )                                              | $          | (1,250 | ) | $ | (9,654 | ) |
| Stock issued for services                         |       |                                   | —     |                                           |       | — |   |   | 5,000 |   |
| Conversion of debt to equity                      |       |                                   | 1,000      |                                           |       | 1,250 |   |   | 4,654 |   |
| Changes in assets and liabilities                 |       |                                   |       |                                           |       |   |   |   |   |   |
| Note payable – related party                 |       |                                   | (250       | )                                              |       | — |   |   | — |   |
| Net cash (used) by operating activities           |       |                                   | —     |                                           |       | — |   |   | — |   |
|                                              |       |                                   |       |                                           |       |   |   |   |   |   |
| **Cash flows from investing activities:**         | ** ** | ** **                             | ** ** | ** **                                     | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Organization costs                                |       |                                   | —     |                                           |       | — |   |   | — |   |
| Net Cash (used) in Investing activities           |       |                                   | —     |                                           |       | — |   |   | — |   |
|                                              |       |                                   |       |                                           |       |   |   |   |   |   |
| Net (decrease) increase in cash                   |       |                                   | —     |                                           |       | — |   |   | — |   |
| Cash -beginning                                   |       |                                   | —     |                                           |       | — |   |   | — |   |
| Cash - ending                                     |       | $                                      | —     |                                           | $          | — |   | $ | — |   |
|                                              |       |                                   |       |                                           |       |   |   |   |   |   |
| Supplemental disclosure                           |       |                                   |       |                                           |       |   |   |   |   |   |
| Interest paid                                     |       | $                                      | —     |                                           | $          | — |   | $ | — |   |
| Income taxes paid                                 |       | $                                      | —     |                                           | $          | — |   | $ | — |   |
|                                              |       |                                   |       |                                           |       |   |   |   |   |   |
| Non-cash transactions:                            |       |                                   |       |                                           |       |   |   |   |   |   |
| Number of shares issued for services              |       |                                   | —     |                                           |       | — |   |   | 5,000,000 |   |
| Number of shares issued to convert debt to equity |       |                                   | 1,000,000  |                                           |       | 1,250,000 |   |   | 4,654,370 |   |

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

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**Too Late Financial Corporation**

**(a development stage company)**

**Notes**

 

**NOTE 1 – BASIS OF PRESENTATION**

 

The condensed interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2004 and notes thereto included in the Company’s 10-KSB annual report. The Company follows the same accounting policies in the preparation of interim reports.

 

Results of operation for the interim period are not indicative of annual results.

 

**NOTE 2 – GOING CONCERN**

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As a result, the Company incurred accumulated net losses from March 3, 2000 (inception) through the period ended September 30, 2005 of $9,654. In addition, the Company’s development activities since inception have been financially sustained through equity financing.

 

The ability of the Company to continue as a going concern is dependent upon its ability to find a suitable acquisition/merger candidate, raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.

 

**NOTE 3 – STOCKHOLDERS EQUITY**

 

On January 14, 2005, the Company issued the sole officer of the Company 250,000 shares of its $0.001 par value common stock for conversion of debt to equity of $250. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration “transactions by an issuer not involving a public offering.”

 

On February 16, 2005, the Company issued the sole officer of the Company 750,000 shares of its $0.001 par value common stock for conversion of debt to equity of $750. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration “transactions by an issuer not involving a public offering.”

 

 

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**Too Late Financial Corporation**

**(a development stage company)**

**Notes**

 

**NOTE 4 - RELATED PARTY TRANSACTIONS**

 

The Company neither owns or leases any real or personal property. Office services are provided without charge by the officer and director of the Company. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such person may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

 

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| **ITEM 2.** | **PLAN OF OPERATION** |
|-------------|-----------------------|

 

We are currently seeking to engage in a merger with or acquisition of an unidentified foreign or domestic company which desires to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market. We meet the definition of a “blank check” company contained in Section (7)(b)(3) of the Securities Act of 1933, as amended. We have been in the developmental stage since inception and have no operations to date. We have not commenced any operational activities.

 

We will not acquire or merge with any entity which does not intend to provide audited financial statements at or within a reasonable period of time after closing of the proposed transaction. We are subject to all the reporting requirements included in the Exchange Act. Included in these requirements is our duty to file audited financial statements as part of our Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as our audited financial statements included in our annual report on 10-KSB. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target business, the closing documents may provide that the proposedtransaction will be voidable at the discretion of our present management.

 

We will not restrict our search for any specific kind of businesses, but may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which we may offer.

 

A business combination with a target business will normally involve the transfer to the target business of the majority of our common stock, and the substitution by the target business of its own management and board of directors.

 

We have, and will continue to have, no capital with which to provide the owners of business opportunities with any cash or other assets. However, management believes we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a company with securities registered pursuant to Rule 12(g) of the Exchange Act. Our officer and director has not conducted market research and is not aware of statistical data to support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.

 

Our financial statements reflect the fact that we have no current source of income. Further, without realization of additional capital, it would be unlikely for the Company to continue as a going concern.

 

Our sole officer and director has agreed to advance any additional funds which we need for operating capital and for costs in connection with searching for or completing an acquisition or merger. Such advances have historically been converted to equity. There is no minimum or 

 

6

 

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maximum amount the Officer and Director will advance to us. We will not borrow any funds for the purpose of repaying advances made by such Officer and Director, and we will not borrow any funds to make any payments to our promoters, management or their affiliates or associates.

 

The Board of Directors has passed a resolution which contains a policy that we will not seek an acquisition or merger with any entity in which our officer, director, stockholder or his affiliates or associates serve as officer or director or hold more than a 10% ownership interest.

 

On February 16, 2005, we filed a Form 8-K disclosing the resignation of Beckstead and Watts, LLP as our Independent Accountant effective February 12, 2005.

 

On May 16, 2005 we appointed Weaver & Martin, LLC as our independent accountants for the year ending December 31, 2005.

 

**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.

 

**Going Concern**

 

The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of us as a going concern. Our lack of cash is inadequate to pay all of the costs associated with our operations. Management intends to use borrowings and security sales to mitigate the effects of our cash position, however no assurance can be given that debt or equity financing, if and when required will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should we be unable to continue existence.

 

| **ITEM 3.** | **CONTROLS AND PROCEDURES** |
|-------------|-----------------------------|

 

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. As of the end of the period covered by this report, our sole officer evaluated the effectiveness of our disclosure controls and procedures. Based on the evaluation, which disclosed no significant deficiencies or material weaknesses, our sole officer concluded that our disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

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**PART II -- OTHER INFORMATION**

 

| **ITEM 1.** | **LEGAL PROCEEDINGS** |
|-------------|-----------------------|

 

There are no legal proceedings against us and we are unaware of any such proceedings contemplated against us.

 

| **ITEM 2.** | **UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS** |
|-------------|-----------------------------------------------------------------|

 

Not applicable.

 

| **ITEM 3.** | **DEFAULTS UPON SENIOR SECURITIES** |
|-------------|-------------------------------------|

 

Not applicable.

 

| **ITEM 4.** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS** |
|-------------|---------------------------------------------------------|

 

Not applicable.

 

| **ITEM 5.** | **OTHER INFORMATION** |
|-------------|-----------------------|

 

Not applicable.

 

| **ITEM 6.** | **EXHIBITS AND REPORTS ON FORM 8-K** |
|-------------|--------------------------------------|

 

| (a) | Exhibits |
|-----|----------|

 

| **Exhibit**

**Number** | **Description**                                                                                                                                      |
|-------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3)(i)*                 | *Articles of Incorporation*                                                                                                                          |
|                    | (a)         Articles of Incorporation                                                                   |
| (3)(ii)*                | *Bylaws*                                                                                                                                             |
|                    | (a)         Bylaws                                                                                      |
| (4)*                    | *Instruments defining the rights of security holders:*                                                                                               |
| (4)(i)                  | (a)         Articles of Incorporation                                                                   |
|                    | (b)         Bylaws

(c)         Stock Certificate Specimen |
| (31)**                  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                              |
| (32)**                  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                              |

_____________

*Filed in Form 10-SB filed on March 29, 2000

**Filed Herewith

 

| (b) | 8-K Filed on February 16, 2005 – Beckstead and Watts, LLP Auditor’s Resignation.      |
|-----|-------------------------------------------------------------------------------------------------|
| (c) | 8-K filed on May 19, 2005 – Engagement of Weaver & Martin, LLC as Independent Auditor. |

 

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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.

 

TOO LATE FINANCIAL CORPORATION

 

 

| By:/s/ Anthony DeMint                              |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Anthony N. DeMint, President

 

 

| Dated: | November 1, 2005 |
|--------|------------------|

 

 

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