UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-Q
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2010
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 0-52961
NO SHOW, INC.
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(Exact name of registrant as specified in its charter)
Nevada 20-3356659
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Avenue Road, Suite 2930, Toronto, Ontario M5R 3L2 Canada
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (416) 928-2096
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company.
See definition of "accelerated filer and large accelerated filer" in Rule
12b-2 of the Exchange Act (Check one).
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller Reporting Company |X|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes |X| No |_|
As of March 15, 2010, the registrant's outstanding common stock consisted
of 24,050,000 shares, $0.001 par value.
Table of Contents
No Show, Inc.
Index to Form 10-Q
For the Quarterly Period Ended January 31, 2010
Part I. Financial Information
Page
Item 1. Financial Statements
Condensed Balance Sheets as of January 31, 2010 and July 31, 2009 3
Condensed Statements of Operations for the six months
ended January 31, 2010 and 2009 4
Condensed Statements of Cash Flows for the six months
ended January 31, 2010 and 2008 5
Notes to the Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 23
Item 4. Controls and Procedures 23
Part II Other Information
Item 1. Legal Proceedings 25
Item 1A. Risk Factors 25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 25
Item 3 -- Defaults Upon Senior Securities 25
Item 4 -- Submission of Matters to a Vote of Security Holders 25
Item 5 -- Other Information 25
Item 6. Exhibits 26
Signatures 27
2
Part I. Financial Information
Item 1. Financial Statements
No Show, Inc.
(a development stage company)
Condensed Balance Sheets
January 31,
2010 July 31,
(Unaudited) 2009
----------- -------------
ASSETS
Current Assets:
Cash $ 36,450 $ -
Prepaid Expense - 3,500
----------- -------------
Total current assets 36,450 3,500
----------- -------------
TOTAL ASSETS $ 36,450 $ 3,500
=========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 2,110 $ 25
----------- -------------
Total current liabilities 2,110 25
----------- -------------
Stockholder's Equity
Common Stock, $0.001 par value, 75,000,000
shares authorized, 24,050,000, 21,050,000
shares issued and outstanding as of
1/31/10 and 7/31/09, respectively 24,050 21,050
Additional paid-in capital 70,250 33,250
Deficit accumulated during
development stage (59,960) (50,825)
----------- -------------
Total stockholders' equity 34,340 3,475
----------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 36,450 $ 3,500
=========== =============
The accompanying notes are an integral part of these financial statements.
3
No Show, Inc.
(a development stage company)
Condensed Statements of Operations
(Unaudited)
August 23,
For the three For the six 2005
months ended months ended (Inception)
January 31, January 31, to
--------------------- --------------------- January 31,
2010 2009 2010 2009 2010
---------- ---------- ---------- ---------- -----------
REVENUE $ - $ - $ - $ - $ -
---------- ---------- ---------- ---------- -----------
EXPENSES:
General and
administrative
expenses 6,135 1,000 9,135 4,984 59,960
---------- ---------- ---------- ---------- -----------
Total expenses 6,135 1,000 9,135 4,984 59,960
---------- ---------- ---------- ---------- -----------
Net loss before
income taxes (6,135) (1,000) (9,135) (4,984) (59,960)
Income tax expense - - - - -
---------- ---------- ---------- ---------- -----------
NET (LOSS) $ (6,135) $ (1,000) $ (9,135) $ (4,984) $ (59,960)
========== ========== ========== ========== ===========
NET (LOSS) PER SHARE-
BASIC AND FULLY
DILUTED $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING-
BASIC AND FULLY
DILUTED 22,044,565 21,050,000 22,044,565 21,050,000
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
No Show, Inc.
(a development stage company)
Condensed Statements of Cash Flows
(Unaudited)
For the six months ended August 23, 2005
January 31, (Inception) to
---------------------------- January 31,
2010 2009 2010
------------- ------------- ---------------
OPERATING ACTIVITIES
Net (loss) $ (9,135) $ (4,984) $ (59,960)
Adjustments to reconcile
net loss to net cash
provided (used) by
operating activities:
Increase (decrease)
in accounts payable 2,085 (950) 2,110
(Increase) decrease in
prepaid expense 3,500 - -
------------- ------------- ---------------
Net cash (used) from
operating activities (3,550) (5,934) (57,850)
FINANCING ACTIVITIES
Issuances of common stock 70,000 - 101,000
Cancellation of common stock (30,000) - (30,000)
Officer donated capital - 4,000 23,300
------------- ------------- ---------------
Net cash provided from
financing activities 40,000 4,000 94,300
------------- ------------- ---------------
NET CHANGE IN CASH 36,450 (1,934) 36,450
CASH AND EQUIVALENTS,
BEGINNING OF PERIOD - 1,934 -
------------- ------------- ---------------
CASH AND EQUIVALENTS,
END OF PERIOD $ 36,450 $ - $ 36,450
============= ============= ===============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
Non-cash transactions $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
5
No Show, Inc.
(A development stage company)
Notes to the Condensed Financial Statements
January 31, 2010 and July 31, 2009
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 January 31, 2010 and for
all periods presented 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
July 31, 2009 audited financial statements. The results of operations for
the periods ended January 31, 2010 and 2009 are not necessarily indicative of
the operating results for the full year.
NOTE 2 - GOING CONCERN
These condensed financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. As of January 31, 2010,
the Company has not recognized any revenues and has accumulated operating
losses of approximately $(59,960) since inception. The Company's ability to
continue as a going concern is contingent upon the successful completion of
additional financing arrangements and its ability to achieve and maintain
profitable operations. Management plans to raise equity capital to finance
the operating and capital requirements of the Company. Amounts raised will
be used to further development of the Company's products, to provide
financing for marketing and promotion, to secure additional property and
equipment, and for other working capital purposes. While the Company is
putting forth its best efforts to achieve the above plans, there is no
assurance that any such activity will generate funds that will be available
for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
6
No Show, Inc.
(A development stage company)
Notes to the Condensed Financial Statements
January 31, 2010 and July 31, 2009
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles 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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Recent Accounting Pronouncements
--------------------------------
Below is a listing of the most recent accounting standards and their
effect on the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-02,
Consolidation (Topic 810): Accounting and Reporting for Decreases in
Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but
does not change, the scope of current US GAAP. It clarifies the
decrease in ownership provisions of Subtopic 810-10 and removes the
potential conflict between guidance in that Subtopic and asset
derecognition and gain or loss recognition guidance that may exist in
other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now
included in Subtopic 810-10). For those entities that have already
adopted FAS 160, the amendments are effective at the beginning of the
first interim or annual reporting period ending on or after December
15, 2009. The amendments should be applied retrospectively to the first
period that an entity adopted FAS 160. The Company does not expect the
provisions of ASU 2010-02 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-01,
Equity (Topic 505): Accounting for Distributions to Shareholders with
Components of Stock and Cash (A Consensus of the FASB Emerging Issues
Task Force). This amendment to Topic 505 clarifies the stock portion
of a distribution to shareholders that allows them to elect to receive
cash or stock with a limit on the amount of cash that will be
distributed is not a stock dividend for purposes of applying Topics 505
and 260. Effective for interim and annual periods ending on or after
December 15, 2009, and would be applied on a retrospective basis. The
Company does not expect the provisions of ASU 2010-01 to have a
material effect on the financial position, results of operations or
cash flows of the Company.
7
No Show, Inc.
(A development stage company)
Notes to the Condensed Financial Statements
January 31, 2010 and July 31, 2009
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
--------------------------------------------
In December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by
Enterprises Involved with Variable Interest Entities. This Accounting
Standards Update amends the FASB Accounting Standards Codification for
Statement 167. (See FAS 167 effective date below)
In December 2009, the FASB issued Accounting Standards Update 2009-16,
Transfers and Servicing (Topic 860): Accounting for Transfers of
Financial Assets. This Accounting Standards Update amends the FASB
Accounting Standards Codification for Statement 166. (See FAS 166
effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-15,
Accounting for Own-Share Lending Arrangements in Contemplation of
Convertible Debt Issuance or Other Financing. This Accounting
Standards Update amends the FASB Accounting Standard Codification for
EITF 09-1. (See EITF 09-1 effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-14,
Software (Topic 985): Certain Revenue Arrangements That Include
Software Elements. This update changed the accounting model for
revenue arrangements that include both tangible products and software
elements. Effective prospectively for revenue arrangements entered
into or materially modified in fiscal years beginning on or after June
15, 2010. Early adoption is permitted. The Company does not expect
the provisions of ASU 2009-14 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In October 2009, the FASB issued Accounting Standards Update 2009-13,
Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
Arrangements. This update addressed the accounting for multiple-
deliverable arrangements to enable vendors to account for products or
services (deliverables) separately rather than a combined unit and will
be separated in more circumstances that under existing US GAAP. This
amendment has eliminated that residual method of allocation. Effective
prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early
adoption is permitted. The Company does not expect the provisions of
ASU 2009-13 to have a material effect on the financial position,
results of operations or cash flows of the Company.
8
No Show, Inc.
(A development stage company)
Notes to the Condensed Financial Statements
January 31, 2010 and July 31, 2009
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
--------------------------------------------
In September 2009, the FASB issued Accounting Standards Update 2009-12,
Fair Value Measurements and Disclosures (Topic 820): Investments in
Certain Entities That Calculate Net Asset Value per Share (or Its
Equivalent). This update provides amendments to Topic 820 for the fair
value measurement of investments in certain entities that calculate net
asset value per share (or its equivalent). It is effective for interim
and annual periods ending after December 15, 2009. Early application
is permitted in financial statements for earlier interim and annual
periods that have not been issued. The Company does not expect the
provisions of ASU 2009-12 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In July 2009, the FASB ratified the consensus reached by EITF (Emerging
Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt
Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the
accounting treatment and disclosure of share-lending arrangements that
are classified as equity in the financial statements of the share
lender. An example of a share-lending arrangement is an agreement
between the Company (share lender) and an investment bank (share
borrower) which allows the investment bank to use the loaned shares to
enter into equity derivative contracts with investors. EITF 09-1 is
effective for fiscal years that beginning on or after December 15, 2009
and requires retrospective application for all arrangements outstanding
as of the beginning of fiscal years beginning on or after December 15,
2009. Share-lending arrangements that have been terminated as a
result of counterparty default prior to December 15, 2009, but for
which the entity has not reached a final settlement as of December 15,
2009 are within the scope. Effective for share-lending arrangements
entered into on or after the beginning of the first reporting period
that begins on or after June 15, 2009. The Company does not expect the
provisions of EITF 09-1 to have a material effect on the financial
position, results of operations or cash flows of the Company.
9
No Show, Inc.
(A development stage company)
Notes to the Condensed Financial Statements
January 31, 2010 and July 31, 2009
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
--------------------------------------------
In June 2009, the FASB issued SFAS No. 167 (ASC Topic 810), "Amendments
to FASB Interpretation No. 46(R) ("SFAS 167"). SFAS 167 amends the
consolidation guidance applicable to variable interest entities. The
provisions of SFAS 167 significantly affect the overall consolidation
analysis under FASB Interpretation No. 46(R). SFAS 167 is effective as
of the beginning of the first fiscal year that begins after November
15, 2009. SFAS 167 will be effective for the Company beginning in 2010.
The Company does not expect the provisions of SFAS 167 to have a
material effect on the financial position, results of operations or
cash flows of the Company.
In June 2009, the FASB issued SFAS No. 166, (ASC Topic 860) "Accounting
for Transfers of Financial Assets-an amendment of FASB Statement No.
140" ("SFAS 166"). The provisions of SFAS 166, in part, amend the
derecognition guidance in FASB Statement No. 140, eliminate the
exemption from consolidation for qualifying special-purpose entities
and require additional disclosures. SFAS 166 is effective for financial
asset transfers occurring after the beginning of an entity's first
fiscal year that begins after November 15, 2009. The Company does not
expect the provisions of SFAS 166 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In April 2009, the FASB issued SFAS No. 164, (ASC Topic 810) "Not-for-
Profit Entities: Mergers and Acquisitions - including an amendment of
FASB Statement No. 142" ("SFAS 164"). The provisions of SFAS 164
provide guidance on accounting for a combination of not-for-profit
entities either via merger or acquisition. SFAS 164 is effective for
mergers occurring on or after the beginning of an initial reporting
period beginning on or after December 15, 2009 and acquisitions
occurring on or after the beginning of the first annual reporting
period beginning on or after December 15, 2009. The Company does not
expect the provisions of SFAS 164 to have a material effect on the
financial position, results of operations or cash flows of the Company.
10
No Show, Inc.
(A development stage company)
Notes to the Condensed Financial Statements
January 31, 2010 and July 31, 2009
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
--------------------------------------------
In June 2009, the Securities and Exchange Commission's Office of the
Chief Accountant and Division of Corporation Finance announced the
release of Staff Accounting Bulletin (SAB) No. 112. This staff
accounting bulletin amends or rescinds portions of the interpretive
guidance included in the Staff Accounting Bulletin Series in order to
make the relevant interpretive guidance consistent with current
authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is
updating the Series in order to bring existing guidance into conformity
with recent pronouncements by the Financial Accounting Standards Board,
namely, Statement of Financial Accounting Standards No. 141 (revised
2007) (ASC Topic 805), Business Combinations, and Statement of
Financial Accounting Standards No. 160 (ASC Topic 810), Non-controlling
Interests in Consolidated Financial Statements. The statements in staff
accounting bulletins are not rules or interpretations of the
Commission, nor are they published as bearing the Commission's official
approval. They represent interpretations and practices followed by the
Division of Corporation Finance and the Office of the Chief Accountant
in administering the disclosure requirements of the Federal securities
laws.
In September 2008, the FASB issued exposure drafts that eliminate
qualifying special purpose entities from the guidance of SFAS No. 140
(ASC Topic 860), "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities," and FASB Interpretation
46 (ASC Topic 810) (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51 (ASC Topic 810),"
as well as other modifications. While the proposed revised
pronouncements have not been finalized and the proposals are subject to
further public comment, the Company anticipates the changes will not
have a significant impact on the Company's financial statements. The
changes would be effective March 1, 2010, on a prospective basis.
11
No Show, Inc.
(A development stage company)
Notes to the Condensed Financial Statements
January 31, 2010 and July 31, 2009
NOTE 4. STOCKHOLDERS'EQUITY
Common Stock
------------
On May 31, 2006, the Company issued 50,000 shares of its $0.001 par value
common stock pursuant to a regulation 504 offering.
On September 30, 2006, the Company issued 6,000,000 shares of its $0.001 par
value common stock pursuant to a regulation 506 offering.
On May 31, 2007, the Company issued 15,000,000 shares of its $0.001 par
value common stock pursuant to a regulation 506 offering.
On December 7, 2009, the Company issued 18,000,000 shares of its $0.001 par
value common stock for $70,000 cash.
On December 8, 2009, the Company paid two shareholders $30,000 for the
return and cancellation of their 15,000,000 shares of common stock.
There have been no other issuances of common stock.
NOTE 5 - CONCENTRATION OF CREDIT RISK
Cash Balances
-------------
The Company maintains its cash in various financial institutions in both the
United States and Canada. Balances maintained in the United States are
insured by the Federal Deposit Insurance Corporation (FDIC). This government
corporation insured balances up to $100,000 through October 13, 2008. As of
October 14, 2008 all non-interest bearing transaction deposit accounts at an
FDIC-insured institution, including all business checking deposit accounts
that do not earn interest, are fully insured for the entire amount in the
deposit account. This unlimited insurance coverage was temporary and
remained in effect for participating institutions until December 31, 2009.
All other deposit accounts at FDIC-insured institutions are insured up to at
least $250,000 per depositor until December 31, 2013. Balances maintained in
Canada are insured by the Canada Deposit Insurance Corporation for balances
up to $100,000 at each bank.
NOTE 6 - SUBSEQUENT EVENTS
None. The Company has evaluated subsequent events through March 15, 2010,
the date which the financial statements were available to be issued.
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information
The Company may from time to time make written or oral "forward-looking
statements" including statements contained in this report and in other
communications by the Company, which are made in good faith by the Company
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.
These forward-looking statements include statements of the Company's plans,
objectives, expectations, estimates and intentions, which are subject to
change based on various important factors (some of which are beyond the
Company's control). The following factors, in addition to others not listed,
could cause the Company's actual results to differ materially from those
expressed in forward looking statements: the strength of the domestic and
local economies in which the Company conducts operations, the impact of
current uncertainties in global economic conditions and the ongoing financial
crisis affecting the domestic and foreign banking system and financial
markets, including the impact on the Company's suppliers and customers,
changes in client needs and consumer spending habits, the impact of
competition and technological change on the Company, the Company's ability to
manage its growth effectively, including its ability to successfully
integrate any business which it might acquire, and currency fluctuations. All
forward-looking statements in this report are based upon information
available to the Company on the date of this report. The Company undertakes
no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events, or otherwise, except
as required by law.
Critical Accounting Policies
----------------------------
There have been no material changes to our critical accounting policies and
estimates from the information provided in Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations", included in
our Annual Report for the fiscal year ended July 31, 2009 and subsequently
through the interim Quarterly report for the period ending January 31, 2010.
13
Results of Operations
---------------------
Overview of Current Operations
------------------------------
No Show, Inc. was incorporated in the State of Nevada on August 23, 2005.
Our original business plan included the designing and eventual marketing
women's intimate apparel. Emphasis in the design would include using fabrics
and a stitch design which would not show through regular clothing as
undergarments. On December 8, 2009, new management took control of the
Company. Our new management plans to add an additional focus area to the
Company. This includes the development of skin care products
Our Business
------------
Our original business plan included the design of women's intimate apparel.
We wanted to design this intimate apparel by utilizing fabric and stitch
design which would not show through regular clothing as undergarments.
Management has been unable to find, source and purchase such a fabric. This
has caused management to seek other viable options for the Company.
On December 8, 2009, new management purchased controlling interest in the
Company. The new management of the Company now plans to bring a new focus to
the Company. This includes the development of skin care products built around
the naturally occurring bioflavinoid "catechin." Catechins are found in grape
seeds and grape skins as well as in green tea. The highest concentrations of
catechin are found in the Black Acacia Catechu Tree, where the name derives
and is the only source of commercially viable 99.9% pure catechin. It is
believed that catechin has anti-oxidant properties that help prevent the
damage done to cells by free radicals. Catechin as an agent in skin care
products are considered helpful for solar UV light-induced human skin
disorders and particularly premature aging.
Marketing and Advertising
-------------------------
We plan to hire outside graphic designer and public relations firms to create
and maintain product support literature, catalogs, mailings, web-based
advertising, newsletters, editorials, and press releases. We also plan to
target specific markets by selectively advertising in journals and magazines
that we believe will reach our potential customers.
14
Manufacturing and Supplies
--------------------------
We plan to rely on third party subcontractors and suppliers to provide
product raw materials, components and to formulate and package finished
good. Once we develop our product line, third parties will also provide
order fulfillment, warehousing and distribution services The Company plans
to use contracted third parties to manufacture its products and to provide
raw materials. The third party manufactures will be responsible for receipt
and storage of raw material, production and packaging and labeling finished
goods. We will be dependent upon manufacturers for the production
(manufacturing) of all of our future products. To the extent the
manufacturer should discontinue the relationship with the Company; the
Company's sales could be adversely impacted. We plan to purchase all of our
raw materials from several third party suppliers and manufacturers pursuant
to purchase orders without any long-term agreements. We do see ourselves
relying on any principal suppliers or manufacturers. In the event that a
current manufacturer is unable to meet our supply or manufacturing
requirements at some time in the future, we may suffer short-term
interruptions of delivery of certain products while we establish an
alternative source. While we believe alternative sources are in most cases
readily available and we plan to establish working relationships with several
third party suppliers and manufacturers. We also plan on relying on third
party carriers for product shipments, including shipments to and from our
distribution facilities. We are therefore subject to the risks, including
employee strikes and inclement weather, associated with our carriers' ability
to provide delivery services to meet our fulfillment and shipping needs.
Failure to deliver our future products to our customers in a timely and
accurate matter would harm our reputation, our business and results of
operations.
Marketing Plan
--------------
The Company does not plan on selling its product(s) directly to the end
user. The Company plans to establish relationships with specialty retailers,
spas, salons and distributors, the majority of which are on a purchase order
basis, without long term commitments. Management will search for retailers
and distributors both nationally and abroad for all of our products.
Competition
-----------
The skin care industry is highly competitive. Competition is generally based
upon product quality, brand name recognition, price, selection, service and
purchasing convenience. Both branded and private label manufacturers compete
in the skin care industry. Because of the highly fragmented nature of the
balance of the industry, both domestically and internationally, the Company
will also compete with many small manufacturers and retailers. Additionally,
department stores, specialty stores and other retailers, have significant
private label skin care product that would compete with No Show, Inc. The
Company might not be able to compete successfully with these competitors in
the future. If No Show fails to compete successfully, its potential market
share and results of operations would be materially and adversely affected.
15
Most all of our competitors have significantly greater financial, marketing
and other resources, broader product lines outside of intimate apparel and
larger customer bases than we have and are less financially leveraged than we
are. As a result, these competitors may be able to: adapt to changes in
customer requirements more quickly; introduce new and more innovative
skin care products more quickly; better adapt to downturns in the economy or
other decreases in sales; better withstand pressure to accept customer returns
of their products or reductions in inventory levels carried by our customers;
take advantage of acquisition and other opportunities more readily; devote
greater resources to the marketing and sale of their products; adopt more
aggressive pricing policies and provide greater contributions to retailer
price markdowns.
Results of Operations for the quarter ended January 31, 2010
------------------------------------------------------------
During the three months ended January 31, 2010, the Company had a net loss of
$(6,135) versus a net loss of $(1,000) for the same period last year. For
the three months ending January 31, 2010, the Company experienced general and
administrative expenses of $6,135, primarily accounting, legal and transfer
agent fees to keep the Company fully reporting. During the six months ended
January 31, 2010, the Company had a net loss of $(9,135) versus a net loss of
$(4,984) for the same period last year. For the six months ending January 31,
2010, the Company experienced general and administrative expenses of $9,135,
primarily accounting, transfer agent and legal fees to keep the Company fully
reporting. Since the Company's inception on August 23, 2005, the Company
experienced a net loss of $(59,960).
Revenues
--------
During the three month period ended January 31, 2010, the Company generated
no revenues, compared to no revenues for the same period last year. Since
inception on August 23, 2005, the Company has generated no revenues.
Plan of Operation
-----------------
Management does not believe that the Company will be able to generate
any significant profit during the coming year.
Management believes the Company can sustain itself for the next twelve
months. Management has agreed to keep the Company funded at its own expense,
without seeking reimbursement for expenses paid. The Company's need for
capital may change dramatically if it can generate additional revenues from
its operations. In the event the Company requires additional funds, the
Company will have to seek loans or equity placements to cover such cash
needs. There are no assurances additional capital will be available to the
Company on acceptable terms.
16
Going Concern
-------------
Going Concern - The Company experienced operating losses, of $(59,960) since
its inception on August 23, 2005 through the period ended January 31, 2010.
The financial statements have been prepared assuming the Company will
continue to operate as a going concern which contemplates the realization of
assets and the settlement of liabilities in the normal course of business.
No adjustment has been made to the recorded amount of assets or the recorded
amount or classification of liabilities which would be required if the
Company were unable to continue its operations. (See Financial Footnote 2)
Summary of any product research and development that we will perform for the
term of our plan of operation.
----------------------------------------------------------------------------
We do not anticipate performing any additional significant product research
and development under our current plan of operation at this time.
Expected purchase or sale of plant and significant equipment.
-------------------------------------------------------------
We do not anticipate the purchase or sale of any plant or significant
equipment; as such items are not required by us at this time.
Significant changes in the number of employees.
-----------------------------------------------
As of January 31, 2010, we did not have any employees. We are dependent upon
our sole officer and director for our future business development. As our
operations expand we anticipate the need to hire additional employees,
consultants and professionals; however, the exact number is not quantifiable
at this time.
17
Liquidity and Capital Resources
-------------------------------
As of January 31, 2010, the Company's total current assets are $36,450 and
current liabilities of $2,110. The Company has limited financial resources
available, which has had an adverse impact on the Company's liquidity,
activities and operations. These limitations have adversely affected the
Company's ability to obtain certain projects and pursue additional business.
Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern. In order for the Company to remain a
Going Concern it will need to find additional capital. Additional working
capital may be sought through additional debt or equity private placements,
additional notes payable to banks or related parties (officers, directors or
stockholders), or from other available funding sources at market rates of
interest, or a combination of these. The ability to raise necessary
financing will depend on many factors, including the nature and prospects of
any business to be acquired and the economic and market conditions prevailing
at the time financing is sought. Management has been seeking outside funding
for the Company with little success. The current economic downturn has made
it difficult to find any new capital sources for the Company. No assurances
can be given that any new financing can be obtained to future the Company's
business plan.
Our officer/director has agreed to donate funds to the operations of the
Company, in order to keep it fully reporting for the next twelve (12) months,
without seeking reimbursement for funds donated.
As a result of our the Company's current limited available cash, no officer
or director received compensation through the nine months ended January 31,
2010. No officer or director received stock options or other non-cash
compensation since the Company's inception through January 31, 2010. The
Company has no employment agreements in place with its officers. Nor does
the Company owe its officers any accrued compensation, as the Officers agreed
to work for company at no cost, until the company can become profitable on
a consistent Quarter-to-Quarter basis.
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 or operations,
liquidity, capital expenditures or capital resources that is material to
investors.
18
Critical Accounting Policies and Estimates
------------------------------------------
Revenue Recognition: We recognize revenue from product sales once all of the
following criteria for revenue recognition have been met: pervasive evidence
that an agreement exists; the services have been rendered; the fee is fixed
and determinable and not subject to refund or adjustment; and collection of
the amount due is reasonable assured.
New Accounting Standards
------------------------
In January 2010, the FASB issued Accounting Standards Update 2010-02,
Consolidation (Topic 810): Accounting and Reporting for Decreases in
Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but
does not change, the scope of current US GAAP. It clarifies the
decrease in ownership provisions of Subtopic 810-10 and removes the
potential conflict between guidance in that Subtopic and asset
derecognition and gain or loss recognition guidance that may exist in
other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now
included in Subtopic 810-10). For those entities that have already
adopted FAS 160, the amendments are effective at the beginning of the
first interim or annual reporting period ending on or after December
15, 2009. The amendments should be applied retrospectively to the first
period that an entity adopted FAS 160. The Company does not expect the
provisions of ASU 2010-02 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-01,
Equity (Topic 505): Accounting for Distributions to Shareholders with
Components of Stock and Cash (A Consensus of the FASB Emerging Issues
Task Force). This amendment to Topic 505 clarifies the stock portion
of a distribution to shareholders that allows them to elect to receive
cash or stock with a limit on the amount of cash that will be
distributed is not a stock dividend for purposes of applying Topics 505
and 260. Effective for interim and annual periods ending on or after
December 15, 2009, and would be applied on a retrospective basis. The
Company does not expect the provisions of ASU 2010-01 to have a
material effect on the financial position, results of operations or
cash flows of the Company.
In December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by
Enterprises Involved with Variable Interest Entities. This Accounting
Standards Update amends the FASB Accounting Standards Codification for
Statement 167. (See FAS 167 effective date below)
19
In December 2009, the FASB issued Accounting Standards Update 2009-16,
Transfers and Servicing (Topic 860): Accounting for Transfers of
Financial Assets. This Accounting Standards Update amends the FASB
Accounting Standards Codification for Statement 166. (See FAS 166
effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-15,
Accounting for Own-Share Lending Arrangements in Contemplation of
Convertible Debt Issuance or Other Financing. This Accounting
Standards Update amends the FASB Accounting Standard Codification for
EITF 09-1. (See EITF 09-1 effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-14,
Software (Topic 985): Certain Revenue Arrangements That Include
Software Elements. This update changed the accounting model for
revenue arrangements that include both tangible products and software
elements. Effective prospectively for revenue arrangements entered
into or materially modified in fiscal years beginning on or after June
15, 2010. Early adoption is permitted. The Company does not expect
the provisions of ASU 2009-14 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In October 2009, the FASB issued Accounting Standards Update 2009-13,
Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
Arrangements. This update addressed the accounting for multiple-
deliverable arrangements to enable vendors to account for products or
services (deliverables) separately rather than a combined unit and will
be separated in more circumstances that under existing US GAAP. This
amendment has eliminated that residual method of allocation. Effective
prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early
adoption is permitted. The Company does not expect the provisions of
ASU 2009-13 to have a material effect on the financial position,
results of operations or cash flows of the Company.
In September 2009, the FASB issued Accounting Standards Update 2009-12,
Fair Value Measurements and Disclosures (Topic 820): Investments in
Certain Entities That Calculate Net Asset Value per Share (or Its
Equivalent). This update provides amendments to Topic 820 for the fair
value measurement of investments in certain entities that calculate net
asset value per share (or its equivalent). It is effective for interim
and annual periods ending after December 15, 2009. Early application
is permitted in financial statements for earlier interim and annual
periods that have not been issued. The Company does not expect the
provisions of ASU 2009-12 to have a material effect on the financial
position, results of operations or cash flows of the Company.
20
In July 2009, the FASB ratified the consensus reached by EITF (Emerging
Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt
Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the
accounting treatment and disclosure of share-lending arrangements that
are classified as equity in the financial statements of the share
lender. An example of a share-lending arrangement is an agreement
between the Company (share lender) and an investment bank (share
borrower) which allows the investment bank to use the loaned shares to
enter into equity derivative contracts with investors. EITF 09-1 is
effective for fiscal years that beginning on or after December 15, 2009
and requires retrospective application for all arrangements outstanding
as of the beginning of fiscal years beginning on or after December 15,
2009. Share-lending arrangements that have been terminated as a
result of counterparty default prior to December 15, 2009, but for
which the entity has not reached a final settlement as of December 15,
2009 are within the scope. Effective for share-lending arrangements
entered into on or after the beginning of the first reporting period
that begins on or after June 15, 2009. The Company does not expect the
provisions of EITF 09-1 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 167 (ASC Topic 810), "Amendments
to FASB Interpretation No. 46(R) ("SFAS 167"). SFAS 167 amends the
consolidation guidance applicable to variable interest entities. The
provisions of SFAS 167 significantly affect the overall consolidation
analysis under FASB Interpretation No. 46(R). SFAS 167 is effective as
of the beginning of the first fiscal year that begins after November
15, 2009. SFAS 167 will be effective for the Company beginning in 2010.
The Company does not expect the provisions of SFAS 167 to have a
material effect on the financial position, results of operations or
cash flows of the Company.
In June 2009, the FASB issued SFAS No. 166, (ASC Topic 860) "Accounting
for Transfers of Financial Assets-an amendment of FASB Statement No.
140" ("SFAS 166"). The provisions of SFAS 166, in part, amend the
derecognition guidance in FASB Statement No. 140, eliminate the
exemption from consolidation for qualifying special-purpose entities
and require additional disclosures. SFAS 166 is effective for financial
asset transfers occurring after the beginning of an entity's first
fiscal year that begins after November 15, 2009. The Company does not
expect the provisions of SFAS 166 to have a material effect on the
financial position, results of operations or cash flows of the Company.
21
In April 2009, the FASB issued SFAS No. 164, (ASC Topic 810) "Not-for-
Profit Entities: Mergers and Acquisitions - including an amendment of
FASB Statement No. 142" ("SFAS 164"). The provisions of SFAS 164
provide guidance on accounting for a combination of not-for-profit
entities either via merger or acquisition. SFAS 164 is effective for
mergers occurring on or after the beginning of an initial reporting
period beginning on or after December 15, 2009 and acquisitions
occurring on or after the beginning of the first annual reporting
period beginning on or after December 15, 2009. The Company does not
expect the provisions of SFAS 164 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In June 2009, the Securities and Exchange Commission's Office of the
Chief Accountant and Division of Corporation Finance announced the
release of Staff Accounting Bulletin (SAB) No. 112. This staff
accounting bulletin amends or rescinds portions of the interpretive
guidance included in the Staff Accounting Bulletin Series in order to
make the relevant interpretive guidance consistent with current
authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is
updating the Series in order to bring existing guidance into conformity
with recent pronouncements by the Financial Accounting Standards Board,
namely, Statement of Financial Accounting Standards No. 141 (revised
2007) (ASC Topic 805), Business Combinations, and Statement of
Financial Accounting Standards No. 160 (ASC Topic 810), Non-controlling
Interests in Consolidated Financial Statements. The statements in staff
accounting bulletins are not rules or interpretations of the
Commission, nor are they published as bearing the Commission's official
approval. They represent interpretations and practices followed by the
Division of Corporation Finance and the Office of the Chief Accountant
in administering the disclosure requirements of the Federal securities
laws.
In September 2008, the FASB issued exposure drafts that eliminate
qualifying special purpose entities from the guidance of SFAS No. 140
(ASC Topic 860), "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities," and FASB Interpretation
46 (ASC Topic 810) (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51 (ASC Topic 810),"
as well as other modifications. While the proposed revised
pronouncements have not been finalized and the proposals are subject to
further public comment, the Company anticipates the changes will not
have a significant impact on the Company's financial statements. The
changes would be effective March 1, 2010, on a prospective basis.
22
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 4T. Controls and Procedures
(a) Evaluation of Internal Controls and Procedures
---------------------------------------------------
No Show is committed to maintaining disclosure controls and procedures that
are designed to ensure that information required to be disclosed in its
Exchange Act reports is recorded, processed, summarized, and reported within
the time periods specified in the U.S. Securities and Exchange Commission's
rules and forms, and that such information is accumulated and communicated to
its management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required
disclosure.
As required by Rule 13a-15(b) of the Exchange Act, No Show has carried out an
evaluation, under the supervision and with the participation of its
management, including its Chief Executive Officer and the Chief Financial
Officer, who is also the sole member of our Board of Directors, to provide
reasonable assurance regarding the reliability of financial reporting and the
reparation of the financial statements in accordance with U. S. generally
accepted accounting principles.
The evaluation examined those disclosure controls and procedures as of
January 31, 2010, the end of the period covered by this report. Based on that
evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our
internal controls over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public
Company Accounting Oversight Board were: (1) lack of a functioning audit
committee due to a lack of a majority of independent members and a lack of a
majority of outside directors on our board of directors, resulting in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; and (3) ineffective controls over period
end financial disclosure and reporting processes. The aforementioned
material weaknesses were identified by our Chief Executive Officer in
connection with the review of our financial statements as of October 31,
2009.
23
Management believes that the material weaknesses set forth in items (2) and
(3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.
Additional procedures were performed in order for management to conclude with
reasonable assurance that the Company's financial statements contained in
this Quarterly Report on Form 10-Q present fairly, in all material respects,
the Company's financial position, results of operations and cash flows for
the periods presented.
This quarterly report does not include an attestation report of the
Corporation's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation
by the Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's
report in this quarterly report.
(b) Management's Remediation Initiatives
-----------------------------------------
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us.
And, we plan to appoint one or more outside directors to our board of
directors who shall be appointed to an audit committee resulting in a fully
functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures
such as reviewing and approving estimates and assumptions made by management
when funds are available to us.
(c) Changes in internal controls over financial reporting
----------------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
24
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings
From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 1A - Risk Factors
See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report
on Form 10K for the fiscal year ended July 31, 2009 and the discussion in
Item 1, above, under "Liquidity and Capital Resources."
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
On December 7, 2009, the Company issued 18,000,000 shares of its $0.001 par
value common stock for $70,000 cash. The funds will be used to further
capitalize the Company and help the Company develop and market skin care
products. The shares will be issued pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act. We believed
that Section 4(2) was available because the offer and sale did not
involve a public offering and there was not general solicitation or
general advertising involved in the offer or sale. The shares of
common stock issued will contain a legends restricting transferability
absent registration or applicable exemption.
On December 8, 2009, the Company paid two shareholders $30,000 for the
return and cancellation of their 15,000,000 shares of common stock.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
None.
25
Item 6 -- Exhibits
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
------------------------------------------------------------------------------
3.1 No Show, Inc. Articles SB-2 3.1 8-31-07
of Incorporation
------------------------------------------------------------------------------
3.2 Bylaws as currently SB-2 3.2 8-31-07
in effect
------------------------------------------------------------------------------
31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
------------------------------------------------------------------------------
31.2 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
------------------------------------------------------------------------------
26
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 hereunto duly authorized.
No Show, Inc.
------------------------
Registrant
By: /s/ Helen Keser
------------------------------
Name: Helen Keser
Title: President/CFO/Director
Dated: March 15, 2010
--------------
27