The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:
We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, the Company has $4,899 in its treasury. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependant on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no assurance of additional funding being available.
As of April 30, 2011, the Company received an aggregate of $20,000 from Paragon to pay for fees and expenses. There is no written agreement in effect with respect to the repayment of such advances.
The Company has not conducted any active operations since the divestment of the ATM machine sales operations as of October 31, 2008. No revenue has been generated by the Company for the fiscal years ended April 30, 2011 and 2010. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 & Note 7 to the financial statements, the Company is a shell company as defined in Rule 12b-2 of the Exchange Act. The Company realized a net loss of $45,291 for the year ended April 30, 2011 along with an accumulated deficit of $4,199,144 as of April 30, 2011. The Company’s current business is to pursue a business combination through acquisition, or merger with, an existing company. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another company and ultimately achieve profitable operations. No assurances can be given that the Company will be successful in locating or negotiating with any target company. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company maintains cash balances in a non-interest bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of April 30, 2011, there were no cash equivalents.
Basic net loss per common share ("EPS") is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.
The weighted-average number of common shares outstanding for computing basic EPS for the years ended April 30, 2011 and 2010 were 994,729 and 979,763, respectively, as adjusted for the reverse stock split effective April 27, 2011.
For the years ended April 30, 2011 and 2010, the Company did not realize any revenue.
The Company evaluates tax positions in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long term liabilities in the financial statements
The basic and dilutive earnings per common share calculations reflect the effect of the reverse stock split and have been adjusted retroactively for the year ended April 30, 2010 along with the balances as of April 30, 2009 that are reflected in the accompanying Statement of Changes in Stockholders’ Equity (Deficit).
The earnings (loss) per share calculation for the year ended April 30, 2010 changed from ($.001) to ($0.11) per common share.
As of April 30, 2011 and 2010, the authorized common stock of the Company consists of 100,000,000 shares of common stock with a par value of $0.0001 and 10,000,000 shares of preferred stock with a par value of $0.0001.
During the year ended April 30, 2010, the Company did not issue any shares of preferred stock.
During the year ended April 30, 2011, the Company issued warrants for proceeds of $40,000 to purchase 400,000 shares of the Company’s common stock at a weighted average exercise price of $0.50, post-reverse split effective April 27, 2011.
During the year ended April 30, 2010, the Company issued warrants for proceeds of $90,000 to purchase 900,000 shares of the Company’s common stock at a weighted average exercise price of $0.50, post-reverse split effective April 27, 2011
As of April 15, 2008, as partial consideration for the cancellation of the 2,000,000 warrants and 1,000,000 preferred shares, the Company paid $200,000 to Mr. Goldsmith who designated that the capital be transferred to Quick Pay. The $200,000 paid to Quick Pay was recorded as a liability to Mr. Goldsmith and is included under net liabilities held for sale caption. As of October 31, 2008, the Company conveyed $59,914 in net liabilities of Quick Pay to Mr. Goldsmith.
As of April 30, 2011, the Company determined it was more likely than not the deferred tax assets would not be realized and recorded a full valuation allowance.
As of April 30, 2011 and 2010, the total amount of gross unrecognized tax benefits and gross interest and penalties were zero.
During the year ended April 30, 2011, the Company issued warrants to purchase 400,000 shares of the Company’s common stock at a weighted average exercise price of $0.50. Paragon Capital LP paid $40,000 to purchase these warrants.
As of April 30, 2011 and 2010, the Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.
For the year ended April 30, 2011, the Company reported a net loss of $45,291 and has reported an accumulated deficit of $4,199,144.