United
States
 Securities
and Exchange Commission
 Washington,
DC 20549
 
 FORM
10-Q
 
 (Mark
One)
 
 þ QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For the
quarterly period ended March 31, 2009
 
 
  ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For the
transition period from _________________ to _________________
 
 
 QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
  Commission
File Number 000-52184
  THE SMALL BUSINESS
COMPANY
 (Exact
name of registrant as specified in its charter)
  Delaware
              
              55-0808106(State
      or other jurisdiction of incorporation)
              
              (IRS
      Employer File Number)1380
      Willow Street, San Diego, CA
              
              92106(Address
      of principal executive offices)
              
              (zip
      code)
  (619)
241-2844
 (Registrant's
telephone number, including area code)
 
 674
Via de La Valle, Suite 226, Solana Beach, CA
 (Former
name, former address and former fiscal year, if changed since last
report)
 
 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 past 90 days Yes þ       No
 ̈
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes  ̈       No
þ
  APPLICABLE
ONLY TO CORPORATE ISSUERS
  
 
 As of
March 31, 2009, 48,622,540 shares of our common stock were
outstanding.
 
 PART
1—FINANCIAL INFORMATION
  Item 1. Condensed
Financial Statements.
  The
Small Business Company, Inc.
 [A
Development Stage Company]
  Condensed
Balance Sheet [Unaudited]
 March 31,
              
              
              June 30,2009
              
              
              2008ASSETSCurrent
    AssetsCash
              
              $
              2,433
              
              
              $
              20,352Inventory
              
              
              17
              
              
              
              17Total Current
      Assets
              
              
              2,450
              
              
              
              20,369Long-Term
      AssetsPublication
      Rights
              
              
              25,000
              
              
              
              25,000Security
      Deposit
              
              
              299
              
              
              
              299Property and Equipment,
      net
              
              
              1,337
              
              
              
              2,488Total Long-Term
      Assets
              
              
              26,636
              
              
              
              27,787Total
Assets
              
              $
              29,086
              
              
              $
              48,156LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      Payable
              
              $
              18,816
              
              
              $
              41,734Total Current
      Liabilities
              
              
              18,816
              
              
              
              41,734Long-Term
      LiabilitiesNotes
    Payable
              
              
              128,335
              
              
              
              222,695Credit Cards
      Payable
              
              
              173,632
              
              
              
              82,630Convertible Debentures -
      Net
              
              
              271,164
              
              
              
              271,164Total Long Term
      Liabilities
              
              
              573,131
              
              
              
              576,489Total
      Liabilities
              
              
              591,947
              
              
              
              618,223Stockholders'
      EquityCommon Stock, authorized
      500,000,000shares, par value $0.0001, issued
      andoutstanding on March 31, 2009 and
      June 30, 2008is 48,622,540 and 25,725,679
      respectively
              
              
              4,863
              
              
              
              2,573Additional Paid-in
      Capital
              
              
              1,689,335
              
              
              
              1,324,735Prepaid Expense - Stock
      Related
              
              
              (97,500
              )
              
              
              -Outstanding
      Options
              
              
              25,000
              
              
              
              25,000Deficit Accumulated during
      Development Stage
              
              
              (2,184,559
              )
              
              
              (1,922,375
              )Total Stockholders'
      Equity
              
              
              (562,861
              )
              
              
              (570,067
              )Total Liabilities and
      Stockholders' Equity
              
              $
              29,086
              
              
              $
              48,156The accompanying notes are an
      integral part of these statements
 2
  November
26,Three Months
      Ended
              
              
              Nine Months
      Ended
              
              
              2002
      (Inception)March 31,
              
              
              March 31,
              
              
              to March
31,2009
              
              
              2008
              
              
              2009
              
              
              2008
              
              
              2009IncomeConsulting
      Revenue
              
              $
              -
              
              
              $
              -
              
              
              $
              2,163
              
              
              $
              1,476
              
              
              $
              281,919Cost of Goods
      Sold
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              467
              
              
              
              467Gross
Profit
              
              
              -
              
              
              
              -
              
              
              
              2,163
              
              
              
              1,009
              
              
              
              281,452Operating
      ExpensesGeneral and
      Administrative
              
              
              24,773
              
              
              
              48,094
              
              
              
              156,849
              
              
              
              228,825
              
              
              
              1,515,433Advertising
              
              
              29
              
              
              
              960
              
              
              
              9,449
              
              
              
              5,925
              
              
              
              106,695Consulting and Professional
      Fees
              
              
              26,158
              
              
              
              7,618
              
              
              
              68,833
              
              
              
              72,683
              
              
              
              572,296Depreciation
              
              
              375
              
              
              
              382
              
              
              
              1,151
              
              
              
              1,152
              
              
              
              6,892Total
    Expenses
              
              
              51,335
              
              
              
              57,054
              
              
              
              236,282
              
              
              
              308,585
              
              
              
              2,201,316Net Loss from
      Operations
              
              
              (51,335
              )
              
              
              (57,054
              )
              
              
              (234,119
              )
              
              
              (307,576
              )
              
              
              (1,919,864
              )Other
    ExpensesInterest
      Expense
              
              
              (9,114
              )
              
              
              (11,157
              )
              
              
              (28,065
              )
              
              
              (41,044
              )
              
              
              (210,852
              )Embedded Derivative
      Costs
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (53,843
              )Net Loss before Income
      Tax
              
              
              (60,449
              )
              
              
              (68,211
              )
              
              
              (262,184
              )
              
              
              (348,620
              )
              
              
              (2,184,559
              )Income Tax
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
      Income/(Loss)
              
              $
              (60,449
              )
              
              $
              (68,211
              )
              
              $
              (262,184
              )
              
              $
              (348,620
              )
              
              $
              (2,184,559
              )Basic and
      Diluted(Loss) per
      Share
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.01
              )
              
              $
              (0.02
              )Weighted
      AverageNumber of
      Shares
              
              
              30,173,520
              
              
              
              16,210,954
              
              
              
              30,173,520
              
              
              
              18,485,877The accompanying notes are an
      integral part of these statements
 
  3
  Statement
of Cash Flows
 
 November
26,Three Months
      Ended
              
              
              Nine Months
      Ended
              
              
              2002
      (Inception)March 31,
              
              
              March 31,
              
              
              to March
31,2009
              
              
              2008
              
              
              2009
              
              
              2008
              
              
              2009Operating
      activitiesNet (Loss)
              
              $
              (60,449
              )
              
              $
              (68,211
              )
              
              $
              (262,184
              )
              
              $
              (348,620
              )
              
              $
              (2,184,559
              )Adjustments to reconcile Net
      (Loss) to cash:Common Stock issued for
      Services
              
              
              28,395
              
              
              
              25,000
              
              
              
              163,973
              
              
              
              84,000
              
              
              
              571,104Common Stock issued for Debt
      Conversion
              
              
              52,417
              
              
              
              -
              
              
              
              52,417
              
              
              
              -
              
              
              
              185,959Embedded Interest Expense for
      Debt
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              80,625Embedded Derivative Warrant Issue
      Expense
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              11,803
              
              
              
              53,843Amortization of Prepaid
      Expense-Stock Related
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              1,701
              
              
              
              8,603Depreciation
              
              
              375
              
              
              
              382
              
              
              
              1,151
              
              
              
              1,152
              
              
              
              6,509Changes in Assets and
      Liabilities
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -(Increase)/decrease in Accounts
      Receivable
              
              
              -
              
              
              
              1,146
              
              
              
              -
              
              
              
              -
              
              
              
              -(Increase)/decrease in
      Inventory
              
              
              -
              
              
              
              (1,143
              )
              
              
              -
              
              
              
              (1,143
              )
              
              
              (17
              )(Increase)/decrease in Security
      Deposits
              
              
              -
              
              
              
              2,701
              
              
              
              -
              
              
              
              -
              
              
              
              (299
              )Increase/(decrease) in Accounts
      Payable
              
              
              (7,903
              )
              
              
              (4,631
              )
              
              
              (22,918
              )
              
              
              (6,613
              )
              
              
              18,816Net cash (used) by operating
      activities
              
              
              12,835
              
              
              
              (44,756
              )
              
              
              (67,561
              )
              
              
              (257,720
              )
              
              
              (1,259,416
              )Investment
      activitiesPurchase of
      Equipment
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (7,846
              )Net cash provided by investment
      activities
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (7,846
              )Financing
      activitiesProceeds from Notes
      Payable
              
              
              (42,004
              )
              
              
              38,400
              
              
              
              (94,360
              )
              
              
              49,445
              
              
              
              180,835Proceeds from Short Term
      Notes
              
              
              24,135
              
              
              
              11,063
              
              
              
              91,002
              
              
              
              53,712
              
              
              
              173,632Proceeds from Convertible
      Debentures
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              150,000
              
              
              
              300,000Proceeds from Subscriptions
      Receivable
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              25,000Contributed
      Capital
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              74,228Proceeds from sale of Common
      Stock
              
              
              3,000
              
              
              
              -
              
              
              
              53,000
              
              
              
              -
              
              
              
              516,000Net cash provided by financing
      activities
              
              
              (14,869
              )
              
              
              49,463
              
              
              
              49,642
              
              
              
              253,157
              
              
              
              1,269,695Net (decrease) in
      cash
              
              
              (2,034
              )
              
              
              4,707
              
              
              
              (17,919
              )
              
              
              (4,563
              )
              
              
              2,433Cash and equivalents -
      beginning
              
              
              4,467
              
              
              
              7,077
              
              
              
              20,352
              
              
              
              16,347
              
              
              
              -Cash and equivalents -
      ending
              
              $
              2,433
              
              
              $
              11,784
              
              
              $
              2,433
              
              
              $
              11,784
              
              
              $
              2,433Cash Paid
    For:Interest
              
              $
              9,114
              
              
              $
              7,115
              
              
              $
              28,065
              
              
              $
              7,115
              
              
              $
              210,852Income
Taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Non-cash
      Activities:Common Stock issued for
      Assets
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              59,000
              
              
              $
              25,000Common Stock issued for
      Services
              
              $
              28,395
              
              
              $
              25,000
              
              
              $
              163,973
              
              
              $
              25,000
              
              
              $
              571,104Common Stock issued for Debt
      Conversion
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              185,959Common Stock issued for Prepaid
      Expense
              
              $
              37,500
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              97,500Imbedded Derivative Warrant Issue
      Expense
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              11,803
              
              
              $
              134,468The accompanying notes are an
      integral part of these statements
  4
  The
Small Business Company, Inc.
 (A
Development Stage Company)
 
 NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 (March
31, 2009 and June 30, 2008)
   NOTE
1 - CONDENSED FINANCIAL STATEMENTS
 
 The
accompanying financial statements have been prepared by 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 March 31, 2009, and for all
periods presented herein, have been made.
 
 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 June 30,
2008 audited financial statements.  The results of operations for the
period ended March 31, 2009 is not necessarily indicative of the operating
results for the full year.
 
 NOTE
2 - GOING CONCERN
 
 The
Company's financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.
 
 In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
 
 The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
 
 NOTE
3 - GENERAL ORGANIZATION AND BUSINESS
 
 The Small
Business Company, Inc. (“Company”) was incorporated in Delaware on November 26,
2002. The Company, based in Solana Beach, California began business as Optibiz,
LLC, a California limited liability company and then converted to a Delaware
corporation on November 26, 2002.
 
  5
  The
Company is in its development stage even though it has produced limited revenues
in proof-of-concept beta testing and business development consulting
services.  The company develops, packages and will market business
improvement solutions for small business owners in the form of books, CD’s, and
Business Coaching.  The company will market these products through
mixed media including national cable TV commercials.
 
 NOTE
4 - STOCKHOLDERS’ EQUITY
 
 Common
Stock
 
 The
Company is authorized 500,000,000 common shares with a $0.0001 par
value.
 
 During
the nine months ended March 31, 2009 the Company executed the following share
transactions:
 
 ·
              On
      August 25, 2008 the Company issued 50,000 common shares at .05 per share
      for $2,500 consulting services.
 
 ·
              On
      September 2, 2008 the Company issued 1,000,000 common shares and 1,000,000
      three year warrants exercisable at $0.10 per share at $0.05 per share for
      $50,000 cash.
 
 ·
              On
      October 1, 2008 the Company issued 300,000 common shares at $0.03 per
      share for $9,000 consulting
services.
 
 ·
              On
      November 16, 2008 the Company issued to escrow 600,000 common shares as
      security for a $30,000 note.
 
 ·
              On
      December 31, 2008 the Company authorized the issue of 5,250,000 common
      shares to convert $52,500 debt.
 
 ·
              During
      February 2009 the Company issued 7,550,000 common shares for $21,500
      services; 1,250,000 shares for $37,500 prepaid legal services; and
      6,208,885 shares to convert $50,209
debt.
 
 ·
              During
      March 2009 the Company issued 300,000 common shares for $3,000 cash;
      250,000 shares for $250 in services; and 407,976 shares to convert $2,208
      debt.
 
 Prepaid Expense – Stock
Related
 
 On June
30, 2008 the Company issued 400,000 S-8 registered common shares for prepaid
advertising valued at $60,000 for which no amortization has yet taken
place.  On February 9, 2009 the Company issued 1,250,000 common shares
for $37,500 prepaid legal services.  The Company will amortize amounts
as expensed.
 
  March
      31,2009Prepaid
      Legal
              
              $
              37,500Prepaid
      Advertising
              
              
              60,000Subtotal
              
              
              97,500Less:Amortization
              
              
              -Net
      Prepaid Expense Stock Related
              
              $
              97,500
  6
  Item 2. Management’s
Discussion and Analysis or Plan of Operation.
  The
following discussion and analysis is provided to increase the understanding of,
and should be read in conjunction with, our unaudited financial statements and
related notes included elsewhere in this Report. Historical results and
percentage relationships among any amounts in these financial statements are not
necessarily indicative of trends in operating results for any future period.
This report contains “forward looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. The statements, which are not
historical facts contained in this Report, including this Management’s
discussion and analysis of financial condition and results of operation, and
notes to our unaudited financial statements, particularly those that utilize
terminology such as “may” “will,” “should,” “expects,” “anticipates,”
“estimates,” “believes,” or “plans” or comparable terminology are
forward-looking statements. Such statements are based on currently available
operating, financial and competitive information, and are subject to various
risks and uncertainties. Future events and our actual results may differ
materially from the results reflected in these forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
dependence on existing and future key strategic and strategic end-user
customers, limited ability to establish new strategic relationships, ability to
sustain and manage growth, variability of operating results, our expansion and
development of new service lines, marketing and other business development
initiatives, the commencement of new engagements, competition in the industry,
general economic conditions, dependence on key personnel, the ability to
attract, hire and retain personnel who possess the technical skills and
experience necessary to meet the service requirements of our clients, the
potential liability with respect to actions taken by our existing and past
employees, risks associated with international sales, and other risks described
herein and in our other filings with the Securities and Exchange
Commission.
  The safe
harbor for forward-looking statements provided by Section 21E of the Securities
Exchange Act of 1934 excludes issuers of “penny stock” (as defined under Rule
3a51-1 of the Securities Exchange Act of 1934). Our common stock currently falls
within that definition.
  All
forward-looking statements in this document are based on information currently
available to us as of the date of this report, and we assume no obligation to
update any forward-looking statements. Forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results to differ materially from any future results, performance or
achievements expressed or implied by such forward looking
statements.
   7
  The
following discussion of our financial condition and results of operations should
be read in conjunction with our unaudited financial statements and related notes
appearing elsewhere in this report.
  OVERVIEW
  The Small
Business Company was incorporated in the State of Delaware on November 26, 2002,
and acquired on the same date from Optibiz, LLC, a California limited liability
company formed August 14, 2002, all of Optibiz’s assets, primarily the “DARE
Process”, in exchange for the issuance of an aggregate of 13,000,000 shares of
our common stock and no other consideration. Our product line is based upon our
patent-pending knowledge base - the DARE Process (Decide, Analyze, Realize and
Evaluate); which process has been formatted into a series of books, high margin
CD’s and internet downloads. Since inception, we have been developing and
testing the DARE Process series of business improvement solutions for small
business owners. We intend to complement these tools with a global network of
licensed business coaches and DARE Success coaches who will provide subscription
based personalized assistance to micro-entrepreneurs (sole-proprietors to ten
employees).
  Our
principal executive offices are located at 1380 Willow Street, San Diego,
California 92106. Our telephone number is (619) 241-2844, and our facsimile
number is (619) 241-2847.
  OUR
BUSINESS
  We have
been developing and testing a series of business improvement solutions for small
business owners called DARE products and have been in the same industry since
inception.
  The
foundation of our solution is the “DARE Process”: Decide, Analyze, Realize and
Evaluate. This process addresses many problems facing many small businesses. Our
initial products are based on the DARE Process: interactive CD-ROMs targeted to
home based and small businesses; and, our books, co-authored by our founders
David Larson and Stuart Schreiber, “The Best Small Business Book Ever Written”,
“DARE 2 Market Your Small Business”, “DARE 2 Start Your Small Business”, and
“DARE 2 Start Your Home Based Business.
  Since our
inception, we have:
  •           Researched
the market for small business solutions, identified unmet need in the market and
created business model and plan.
  •           Created
the DARE Process.
  •           Written
and published four books
  •           Test
marketed the concept with additional consulting activities to the small business
market.
  •           Authored,
developed, and created four CD-ROMs.
   8
  •           Built
out two web sites.
  •           Developed
a framework for a proposed national network of small business
coaches
  •           Begun
marketing activities to sell our books and CD-ROMs over the internet and on
cable television.
  DARE
PROCESS
  Our
objective is to become the leading source of small business solutions for small
companies. Our business is based upon the DARE Process, which our founders
created from their sixty-five cumulative years of small business experience and
presented in our book, “The Best Small Business Book Ever Written.” The premise
of the four-step DARE Process is to create a simple method for small business
owners to address the problems inhibiting the success of their companies. DARE
stands for Decide, Analyze, Realize, and Evaluate.
  “DECIDE”
  We
believe that small business owners must make a conscious decision that they need
to improve their business and their quality of life. Typically, our solution
asks the customer a series of questions to see if the customer is ready to
commit to make significant changes in a particular area.
  “ANALYZE”
  Our
solutions teach small business owners how to question and diagnose the specific
problems inhibiting the success and growth of their business. Our solutions
provide analysis tools and other resources to determine the cause of the
problems of the customer's small business.
  “REALIZE”
  Based on
findings from the Analyze step, the Realize step provides business owners with a
process to develop and initiate new programs that are designed to re-energize
and grow the customer's small business.
  “EVALUATE”
  Under
step four, business owners are presented with a process to measure the success
of each new Realize initiative. Then, they adjust and fine-tune to constantly
stay ahead of their competition.
  OUR PRODUCTS AND
SERVICES
  CD-ROMs. Our primary products
consist of our “DARE to Succeed in Your Small Business” CD-ROM series. This
first and master CD-ROM is an interactive, stand-alone software product that is
comprised of the DARE Process tools, including analysis forms, realize sheets,
sample agreements and contracts, one-page plans, and various Internet links.
This CD-ROM is a superset of our book, “The Best Small Business Book Ever
Written.” Forms and worksheets are provided using Microsoft Word and can be
completed either on screen or by hand. We charge $69.95 plus shipping and
handling for CD-ROMs and offer a free 30-day trial.
   9
  Books. We also sell our books
that include forms, checklists and other tools for analyzing, realizing and
evaluating the results. The books also encourage readers to visit our web site
or phone a toll-free number to obtain CD-ROMs. We charge $14.95 plus shipping
and handling for our books and offer a free 30-day trial.
  Coaches. We intend to
qualify, train and license a network of DARE Success Coaches.
  At this
time we do not foresee any expected purchase or sale of plant and significant
equipment.
  MANUFACTURING
  We
manufacture our CD-ROMs and books using third-party manufacturing facilities. To
date, we have self published our books and developed our CD-ROMs through a third
party vendor. We have not yet entered into any agreement with respect to the
mass manufacture and production of either our CD-ROMs or our books. We believe
that there is an adequate supply of large and well-established CD-ROM producers
and book printers, all with competitive prices.
  OUR
MARKET
  We have
identified ten industry-specific markets for small businesses that we believe
have need for our business consulting solutions:
 •      Home-based
businesses
  •      Beauty
salons/spas
  •      Laundry
services
  •      Realtors
  •      Child
day care services
  •      Retailers
  •      Accounting
services
  •      Insurance
agencies
  •      Auto
repair and maintenance
  •      Food
and beverage establishments
   10
  We have
identified several markets for these businesses where specific business needs,
rather than industries, need to be addressed:
  •      Marketing
  •      Planning
  •      Financing
  •      Starting
a Business
  •      Managing
a Business
  •      Manufacturing
  •      Operation
  •      Engineering
 MARKETING
  We market
our products through direct marketing initiatives, public relation campaigns,
alliances with small business associations, and partnerships with key service
providers to small businesses. Our direct marketing initiatives include TV
commercials, opt-in mail, online, print and media. To date, we have produced two
30-second TV commercials that have been aired on nationwide cable television.
However, due to lack of available financing, these TV commercials have not aired
during this quarter. Upon successful acquisition of additional financing, we
expect to resume the airing of these TV commercial spots in the near future. In
June of 2008, we entered into contracts to provide for media placement services,
“e-commerce” web site maintenance, and internet click-through advertising on web
sites. Performance issues arose regarding the efficacy of the performance of the
service providers, and we subsequently terminated those contracts and entered
into other agreements with third party providers of those and similar
services.
  CONSULTING
AGREEMENTS
  We have
entered into agreements with outside vendors/contractors on a specific per job
basis to provide a variety of services including marketing, business
development, graphic design, IT support, video production, commercial
production, CD development, and financial advisory services. These agreements
are for specific tasks and we have no term contracts in place at this time. The
Company deems all such contracts to be made and performed in the normal course
and scope of its business and are otherwise non-material.
  COMPETITION
  The
market for small business solutions is rapidly evolving, and competition for
customers is intense. We believe that the principal competitive factors for
companies looking to provide solutions to small businesses are cost, and ease of
use and implementation, and brand recognition. Although we are not aware of any
competitor whose primary focus is on CD-ROMs as opposed to books, there are
several publishing and media companies who are focused on delivering small
business solutions, such as Entrepreneur Media and E-Myth.
   11
  We also
compete with traditional publishers such as John Wiley & Co. (the “Dummies”
series), Pearson PLC (“Idiot Guides”) and Adams Media (“Streetwise”). The
Dummies series often provides a CD-ROM with their book as a general business
forms addition rather than a process-based solution. It is possible that these
other publishers could create a CD-ROM version of their respective books in
order to compete with “DARE to Succeed in Your Small Business.”
  Virtually
all of our existing and potential competitors have longer operating histories,
greater name recognition, larger customer bases, and significantly greater
financial, technical and marketing resources than us. Such competitors are able
to undertake more extensive marketing campaigns for their brands and products,
adopt more aggressive pricing policies and make more attractive offers to small
business associations and strategic partners. It is possible that small
businesses may determine that the other small business solutions are more
desirable than ours.
  INTELLECTUAL PROPERTY AND
PROPRIETARY RIGHTS
  We have
received copyright registration for The Best Small Business Book Ever Written
(TX 5-915-046), DARE 2 Market Your Small Business (TXu1-290-967), DARE 2 Start
Your Small Business (TXul-296-949) and DARE 2 Start Your Home Based Business
(TXul-296-947). We have also applied for copyright registration for two
additional books and have filed for a patent on our DARE Process. An Application
for a Utility or Design Patent was filed for the DARE Process on July, 26, 2004.
The U.S. Patent and Trademark Office confirmed receipt of the filing as
Published Application Number 20050055234. We are awaiting confirmation of final
patent approval for its four-step problem-solving process, which we anticipate
we may receive in 2009, although the exact date is uncertain. We will rely on
trade secret rights, confidentiality agreements and procedures and written
arrangements to establish and protect our proprietary rights with respect to our
publications. Despite our efforts, third parties could attempt to copy or
otherwise obtain and make unauthorized use of our products or independently
develop similar products.
  Certain
legal standards relating to the validity, enforceability, and scope of
protection of certain proprietary rights are still uncertain, and it is possible
that there may be no future value to any proprietary rights we now claim. It is
also possible that the steps we may take to protect against misappropriation or
infringement will be unsuccessful. In addition, litigation may be necessary in
the future to enforce our intellectual property rights, to protect our trade
secrets, or to determine the validity and scope of the proprietary rights of
others. Such litigation might result in substantial costs and diversion of
resources and management attention. Furthermore, it is possible that our
business activities may infringe on the proprietary rights of others, or that
other parties may make such a claim.
 12
  EMPLOYEES
  As of
March 31, 2009, we have two employees, our CEO and COO. We do not anticipate
that any future employees will be covered by an ongoing collective bargaining
agreement and that our relationship with our employees will be good. Although we
have experienced no work stoppages and believe our relationships with our
employees are good, we could be unsuccessful in attracting and retaining the
persons needed. None of our employees are currently represented by a labor
union.
  SIGNIFICANT ACCOUNTING
POLICIES
  Accounting
Basis
  The
statements were prepared following generally accepted accounting principles of
the United States of America consistently applied.  We use a June 30
fiscal year end.
  Cash
and Cash Equivalents
  Cash and
cash equivalents include all short-term liquid investments that are readily
convertible to know amounts of cash and have original maturities of three months
or less.  As of June 30, 2006 there were no cash
equivalents.
  Accounts
Receivable
  The
Company analyzes current accounts receivable for an allowance for doubtful
accounts based on historical bad debt, customer credit-worthiness, the current
business environment and historical experience with the customer. The allowance
includes specific reserves for accounts where collection is deemed to be no
longer probable.
  Advertising
Costs
  Advertising
Costs are expensed as
incurred.
 March
      31
                    
                    2009
                    
                    
                    2008Advertising
      Costs
                    
                    $
                    29
                    
                    
                    $
                    960
  Use
of Estimates
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
  13
 
 Publication
Rights
  On March
14, 2008 the Company issued 500,000 common shares to acquire the marketing and
publication rights to a book.  The fair value of the stock issued on
the date of agreement was $0.05 per share, accordingly the rights are recorded
at $25,000.
  Revenue
Recognition
  Revenues
from services are recognized when there is persuasive evidence of an
arrangement, the fee is fixed or determinable, services have been rendered,
payment has been contractually earned and it is reasonably assured that the
related receivable or unbilled revenue is collectable.
  Income
Taxes
  The
provision for income taxes is the total of the current taxes payable and the net
of the change in the deferred income taxes. Provision is made for the deferred
income taxes where differences exist between the period in which transactions
affect current taxable income and the period in which they enter into the
determination of net income in the financial statements.
  Earnings
Per Share
  Basic
earnings per share are computed by dividing net income by the average number of
common shares outstanding during the period.  Diluted earnings per
share takes into consideration the potentially dilutive effect of common stock
equivalents, such as outstanding stock options and warrants, which if exercised
or converted into common stock would then share in the earnings of the
Company.  In computing diluted earnings per share, the Company
utilizes the treasury stock method and anti-dilutive securities are
excluded.
  Outstanding
options and warrants are considered anti-dilutive.
  Stock
Based Compensation
  The
Company accounts for its stock based compensation based upon provisions in SFAS
No. 123, Accounting for Stock-Based Compensation.  In this statement
stock based compensation is divided into two general categories, based upon who
the stock receiver is, namely: employees/directors and
non-employees/directors.  The employees/directors category is further
divided based upon the particular stock issuance plan, namely compensatory and
non-compensatory.  The employee/directors non-compensatory securities
are recorded at the sales price when the stock is sold.  The
compensatory stock is calculated and recorded at the securities’ fair value at
the time the stock is given.  SFAS 123 also provides that stock
compensation paid to non-employees be recorded with a value which is based upon
the fair value of the services rendered or the value of the stock given,
whichever is more reliable.  The Company has selected to utilize the
fair value of the stock issued as the measure of the value of services
obtained.
  14
  RESULTS OF
OPERATIONS
  LIQUIDITY AND CAPITAL
RESOURCES
  Three
months ended March 31, 2009 vs. Three months ended March 31, 2008.
  Revenues: We had $0 in
consulting revenues for the three months ended March 31, 2009 as compared to $0
in consulting revenues for the same period in 2008. Our history of producing
limited revenues is due our initial focus on acquisition, research, development
and beta testing of our products; secondly, to identifying and developing a
marketing plan to sell our products and consulting services; and lastly
implementing the marketing and advertising plan. In June of 2008 we began actively
marketing our CD-ROMS and books over the internet via an e-commerce web site and
“click-through” advertisements on search engines, and through thirty second
television commercials on national cable television. These efforts, while
continuous, are in the preliminary and formative stages, and as such, we believe
that we will see returns on our marketing efforts in the next fiscal year, as we
develop and expand our marketing and sales efforts. Additionally, we changed
service providers for some of our internet advertising services in October,
2008, based upon what we perceived to be performance related issues with a
vendor. We have since retained other internet advertising service
providers.
  Operating Expenses: Our
operating expenses for the three months ended March 31, 2009 decreased by
$5,719, to $51,335, from $57,054 for the comparable period in 2008. This
decrease was due to the reduction of our office and administrative staff and
would have been reduced further had our consulting and professional fees not
increased $18,540 to $26,158 from $7,618 for the same period in
2008.
  Net Loss: Due to the factors
set forth above, our net loss decreased $7,762 to $60,449 for the three months
ended March 31, 2009 as compared to a net loss of $68,211 for the comparable
period in 2008.
  OFF BALANCE SHEET
ARRANGEMENTS
  None.
  Item 3. Controls and
Procedures.
  Disclosure
controls and procedures are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including our principal executive and financial officers, as appropriate to
allow timely decisions regarding required disclosure.
   15
  Evaluation of disclosure and
controls and procedures. As of the end of the period covered by this
Quarterly report, we conducted an evaluation, under the supervision and with the
participation of our chief executive officer and chief financial officer, of our
disclosure controls and procedures (as defined in Rules 13a-15(e) of the
Exchange Act). Based on this evaluation, our chief executive officer and
treasurer, the sole officers and directors of the company, concluded that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and
forms
  Changes in internal controls over
financial reporting. There was no change in our internal controls, which
are included within disclosure controls and procedures, during our most recently
completed fiscal quarter that has materially affected, or is reasonably likely
to materially affect, our internal controls
  Management is responsible for
establishing and maintaining adequate internal control over financial
reporting. The purpose of the Company’s establishment and maintenance of
such controls is to identify material weaknesses that have more than a remote
likelihood of leading to a material misstatement in the financial statements.
While identifying control deficiencies and significant deficiencies represents
an important component of management's assessment, the overall focus of internal
control reporting is on those items that could result in material errors in the
Company’s financial statements. As of the end of the period covered by this
report, our chief executive officer evaluated the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to Rule 13a-15b
under the Securities Exchange Act of 1934. Based on his review of our disclosure
controls and procedures, he concluded that our disclosure controls and
procedures are ineffective
in timely alerting him to material information relating to us that is required
to be included in our periodic SEC filings. Management is in the continuing
process of analyzing and adopting new policies and procedures to improve the
design and operations of our disclosure controls. These efforts include
identifying and tasking available staff to better segregate duties; the review
and consideration of more sophisticated software and other office procedures
that would aid us in timely flagging potential material information that
requires staff and management review and possible action prior to filing; and
consideration of hiring additional staff geared towards review of our financial
data and reporting. We continue to train to our existing staff in order to
achieve reasonable assurance regarding the reliability of the financial
statements
  We also
expect that through the natural learning process management will achieve
efficiencies as they complete future assessments of internal control. For
example, management's knowledge of the prior year's assessment results will
impact its current year risk-based analysis of the significant accounts and the
related required documentation and testing that may be necessary. Management may
determine that certain controls require more extensive testing, while other
controls require little testing in a given year. Additionally, in reaching its
conclusion of reasonable assurance, management may find it appropriate to adjust
the nature, extent and timing of testing from year to year - in some years
delving deeply into selected internal control areas while performing less
extensive testing in other areas and changing that focus from year to year and
quarter to quarter.
   16
  In any
event, we will, consistent with Section 404 of the Sarbanes-Oxley Act of 2002,
implement reasonable assurance, risk-based reviews of our internal financial
reporting controls; evaluate internal control deficiencies; disclose material
weaknesses; review information technology issues; and seek communications with
auditors in order to periodically review our control procedures, and create new
controls to address perceived material issues regarding financial
reporting,
  PART
II—OTHER INFORMATION
  Item 1. Legal
Proceedings.
  None.
  Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.
  During
the nine months ended March 31, 2009 the Company executed the following share
transactions:
  ·
                On
      August 25, 2008 the Company issued 50,000 common shares at .05 per share
      for $2,500 consulting services.
  ·
                On
      September 2, 2008 the Company issued 1,000,000 common shares and 1,000,000
      three year warrants exercisable at $0.10 per share at $0.05 per share for
      $50,000 cash.
  ·
                On
      October 1, 2008 the Company issued 300,000 common shares at $0.03 per
      share for $9,000 consulting
services.
  ·
                On
      November 16, 2008 the Company issued to escrow 600,000 common shares as
      security for a $30,000 note.
  ·
                On
      December 31, 2008 the Company authorized the issue of 5,250,000 common
      shares to convert $52,500 debt.
  ·
                During
      February 2009 the Company issued 7,550,000 common shares for $21,500
      services; 1,250,000 shares for $37,500 prepaid legal services; and
      6,208,885 shares to convert $50,209
debt.
  ·
                During
      March 2009 the Company issued 300,000 common shares for $3,000 cash;
      250,000 shares for $250 in services; and 407,976 shares to convert $2,208
      debt.
  The funds
received by the Company were used for general working capital and do not reflect
a material change in the use of proceeds described in our previous filings or
prospectuses, or payments to any shareholder owning 10% or more of any class of
equity securities or to any affiliate or control person of the
Company.
  17
  On
December 31, 2008 the Company authorized the issuance of 5,250,000 common shares
to convert $52,500 debt on a note payable.
  Item 3. Defaults Upon Senior
Securities.
  None.
  Item 4. Submission of Matters to a
Vote of Security Holders.
  None.
  Item 5. Other
Information.
  None.
  Item
6. Exhibits
  Item
      No.
                  Description
                  Method
      of Filing31.1
                  Certification
      of David Larson pursuant to Rule 13a-14(a).
                  Filed
      electronically herewith32.1
                  Chief
      Executive Officer and Chief Financial Officer Certification pursuant to 18
      U.S.C. § 1350 adopted pursuant to Section 906 of the Sarbanes Oxley Act of
      2002.
                  Filed
      electronically herewith
  SIGNATURES
  Dated:
March 31, 2009
  /s/ David
Larson
  David
Larson, President, Chief Executive Officer, and Director
  18