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Blue Line Protection Group, Inc. – ‘10QSB’ for 3/31/08

On:  Monday, 5/12/08, at 5:31pm ET   ·   For:  3/31/08   ·   Accession #:  1393905-8-125   ·   File #:  0-52942

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/12/08  Blue Line Protection Group, Inc.  10QSB       3/31/08    4:115K                                   Empire Stock Transf… Inc

Quarterly Report — Small Business   —   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                  HTML     94K 
 2: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)  HTML     11K 
 3: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)  HTML     11K 
 4: EX-32       Certification per Sarbanes-Oxley Act (Section 906)  HTML      7K 


10QSB   —   Quarterly Report — Small Business
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Part I -- Financial Information
"Unaudited Financial Statements
"Balance Sheet
"Statements of Operations
"Statements of Cash Flows
"Notes
"Management's Discussion and Plan of Operation
"Controls and Procedures
"Part Ii -- Other Information
"Unregistered Sales of Equity Securities
"Exhibits and Reports on Form 8-K
"Signatures

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-QSB

 

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2008

 

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: 000-52942

 

THE ENGRAVING MASTERS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

20-5543728

(State or other jurisdiction of incorporation

or organization)

(I.R.S. Employer Identification No.)

  

3717 W. Woodside, Spokane, Washington

99208

(Address of principal executive offices)

(Zip Code)

  

(509) 599-2728

(Registrant's telephone number, including area code)

 
 
 

(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 Securities Exchange Act of 1934 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 [   ]   No [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes [X]   No [   ]

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [   ]   No [   ]

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of April 30, 2008:

7,630,000

 

 

 

THE ENGRAVING MASTERS, INC.

(A Development Stage Company)

 

 

Table of Contents

 

 

 

Page

  

PART I - FINANCIAL INFORMATION

3

     Unaudited Financial Statements

3

          Balance Sheet

4

          Statements of Operations

5

          Statements of Cash Flows

6

          Notes

7

     Management's Discussion and Plan of Operation

9

     Controls and Procedures

11

PART II - OTHER INFORMATION

12

     Unregistered Sales of Equity Securities

12

     Exhibits and Reports on Form 8-K

12

SIGNATURES

13

 

 

 

 

 

 

 

 

 

 

2


 

PART I - FINANCIAL INFORMATION

 

Unaudited Financial Statements

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission").  While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  For further information, refer to the financial statements and footnotes thereto, which are included in the Company's Registration Statement on Form 10SB-12G, originally filed with the Commission on November 28, 2007, and subsequent amendments made thereto.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3


 

The Engraving Masters, Inc.

(a Development Stage Company)

Condensed Balance Sheet

 

 

 

March 31,

Assets

2008

   

Current assets:

  

   Cash

$

26,832

      Total current assets

 

26,832

   
 

$

26,832

   

Liabilities and Stockholders’ Equity

  
   

Stockholders’ equity

  

   Common stock, $0.001 par value, 200,000,000 shares

   

      authorized, 7,630,000 shares issued and outstanding

 

7,630

   Additional paid-in capital

 

34,745

   (Deficit) accumulated during development stage

 

(15,543)

   

26,832

   
 

$

26,832

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

4


 

The Engraving Masters, Inc.

(a Development Stage Company)

Condensed Statements of Operations

 

 

 

For the three months ended

 

September 11, 2006

 

March 31,

 

(Inception) to

 

2008

 

2007

 

March 31, 2008

             

Revenue

$

-

 

$

-

 

$

-

             

Expenses:

           

   General and administrative expenses

 

3,784

   

1,522

   

15,543

      Total expenses

 

3,784

   

1,522

   

15,543

             

(Loss) before provision for income taxes

 

(3,784)

   

(1,522)

   

(15,543)

             

Net (loss)

$

(3,784)

 

$

(1,522)

 

$

(15,543)

             

Weighted average number of

               

   common shares outstanding - basic

               

   and fully diluted

 

6,000,000

   

6,000,000

     
             

Net (loss) per share -

               

   basic and fully diluted

$

$(0.00)

 

$

$(0.00)

     

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

5


 

The Engraving Masters, Inc.

(a Development Stage Company)

Condensed Statements of Cash Flows

 

 

 

For the three months ended

 

September 11, 2006

 

March 31,

 

(Inception) to

 

2008

 

2007

 

March 31, 2008

Operating activities

           

Net (loss)

$

(3,784)

 

$

(1,522)

 

$

(15,543)

Adjustments to reconcile net (loss) to

           

  net cash (used) by operating activities:

           

      Shares issued for services

 

-

   

-

   

-

Changes in operating assets and liabilities:

           

      Increase in accounts payable

 

(120)

   

-

   

-

Net cash (used) by operating activities

 

(3,904)

   

-

   

(15,543)

             

Financing activities

           

   Donated capital

 

-

   

-

   

275

   Issuances of common stock

 

-

  

-

  

42,100

Net cash provided by financing activities

 

-

   

-

   

42,375

             

Net (decrease) increase in cash

 

(3,904)

   

(1,522)

   

26,832

Cash - beginning

 

30,736

  

6,813

  

-

Cash - ending

$

26,832

 

$

5,291

 

$

26,832

             

Supplemental disclosures:

           

   Interest paid

$

-

 

$

-

 

$

-

   Income taxes paid

$

-

 

$

-

 

$

-

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

6


 

The Engraving Masters, Inc.

(a Development Stage Company)

Notes to Condensed Financial Statements

 

Note 1 - Basis of presentation

 

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

 

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these consolidated interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2007 and notes thereto included in the Company's annual report on Form 10-KSB.  The Company follows the same accounting policies in the preparation of interim reports.

 

Results of operations for the interim periods are not indicative of annual results.

 

Note 2 - History and organization of the company

 

The Company was organized September 11, 2006 (Date of Inception) under the laws of the State of Nevada, as The Engraving Masters, Inc.  The Company is authorized to issue up to 200,000,000 shares of its common stock with a par value of $0.001 per share.

 

The business of the Company is to sell engraved awards and collectibles via the Internet.  The Company has limited operations and in accordance with Statement of Financial Accounting Standards No. 7 (SFAS #7), “Accounting and Reporting by Development Stage Enterprises,” the Company is considered a development stage company.  

 

Note 3 - Going concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company had a net loss of $15,543 and had no sales for the period from September 11, 2006 (inception) to March 31, 2008.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities.  Management has plans to seek capital through a public offering of its common stock.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 

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.

 

Note 4 - Stockholders’ equity

 

The Company is authorized to issue 200,000,000 shares of its $0.001 par value common stock.

 

On September 14, 2006, the sole officer and director of the Company paid for expenses on behalf of the Company in the amount of $175.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

 

On September 25, 2006, the sole officer and director of the Company donated cash in the amount of $100.  The entire amount is considered to be additional paid-in capital.

 

On October 5, the Company issued 6,000,000 shares of its no par value common stock as founders’ shares to an officer and director in exchange for cash in the amount of $10,000.  

 

 

7


 

The Engraving Masters, Inc.

(a Development Stage Company)

Notes to Condensed Financial Statements

 

Note 4 - Stockholders’ equity (continued)

 

On October 10, 2007, the Company issued 1,630,000 shares of its par value common stock in a public offering for total gross cash proceeds in the amount of $32,600.  Total offering costs related to this issuance was $500.

 

As of March 31, 2008, there have been no other issuances of common stock.

 

Note 5 - Warrants and options

 

As of March 31, 2008, there were no warrants or options outstanding to acquire any additional shares of common stock.

 

Note 6 - Related party transactions

 

In September 2006, an officer, director and shareholder of the Company paid for incorporation expenses on behalf of the Company in the amount $175.  The full amount has been donated and is not expected to be repaid and is thus categorized as additional paid-in capital.

 

Also in September 2006, an officer, director and shareholder of the Company donated cash in the amount of $100 to the Company.  The full amount has been donated and is not expected to be repaid and is thus categorized as additional paid-in capital.

 

In September 2007, the Company loaned an officer, director and shareholder of the Company $50.  This loan to a related party bears no interest and is due upon demand.

 

The Company does not lease or rent any property.  Office services are provided without charge by an officer and director of the Company.  Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.  The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests.  The Company has not formulated a policy for the resolution of such conflicts.

 

 

 

 

8


 

Management's Discussion and Plan of Operation

 

Forward-Looking Statements

 

This Quarterly Report contains forward-looking statements about The Engraving Masters, Inc.’s business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available.  We can give no assurance that the expectations indicated by such forward-looking statements will be realized.  If any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, The Engraving Masters’ actual results may differ materially from those indicated by the forward-looking statements.

 

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

 

There may be other risks and circumstances that management may be unable to predict.  When used in this Quarterly Report, words such as,  "believes,"  "expects," "intends,"  "plans,"  "anticipates,"  "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

 

Overview

 

The Engraving Masters, Inc. was incorporated in the State of Nevada on September 11, 2006.  We are an online retailer of engraved products and awards, consisting of trophies, plaques, medals, statuettes and other recognition awards capable of being engraved with various congratulatory or personal phrases, for the purpose of recognizing achievements in sports, academics or other celebrations.  

 

We have initiated our development and start-up activities, but have not commenced planned principal operations.  We have formed our corporate identity and begun preliminary planning of our proposed web site, published at www.TheEngravingMasters.com.  

 

No development related expenses have been or will be paid to our affiliates.

 

Our management does not expect to incur research and development costs.

 

We do not have any off-balance sheet arrangements.

 

We currently do not own any significant plant or equipment that we would seek to sell in the near future.  

 

We have not paid for expenses on behalf of our directors.  Additionally, we believe that this fact shall not materially change.

 

We currently do not have any material contracts and or affiliations with third parties.

 

Management’s Discussion

 

From the period since our inception on September 11, 2006 to March 31, 2008, we did not generate any revenues.  Our singular goal is currently to implement our planned business and establish our website.  To that end, we spent a total of $3,784 during the three month period ended March 31, 2008, consisting solely of general and administrative expenses.  General and administrative expenses mainly consist of office expenditures and accounting and legal fees.  No development related expenses have been or will be paid to our affiliates.  We expect to continue to incur general and administrative expenses for the foreseeable future, although we cannot estimate the extent of these costs.  In the year ago three months ended March 31, 2007, total expenses were $1,522, consisting solely of general and administrative expenses.  The increase year-over-year is attributable to the cost of becoming, and maintaining our status as, a public reporting company.  Since our inception, we incurred aggregate expenses of $15,543, all of which was general and administrative costs.

 

 

9


 

As a result of our lack of revenues and incurring ongoing expenses related to the implementation of our business, we have experienced net losses in all periods since our inception.  In the three month periods ended March 31, 2008 and 2007, our net losses totaled $3,784 and $1,522, respectively.  Since our inception, we have accumulated net losses in the amount of $15,543.  We anticipate incurring ongoing operating losses and cannot predict when, if at all, we may expect these losses to plateau or narrow.  We have not been profitable since our inception.  There is significant uncertainty projecting future profitability due to our history of losses, lack of revenues, and due to our reliance on the performance of third parties on which we have no direct control.  

 

At the time of incorporation, we had limited to no operations and no funds with which to finance our operations.  In consideration of this dilemma, our former sole officer and director sought investment from third-parties.  As a result, since our incorporation, we have raised capital through private sales of our common equity, as follows:

 

1.

On October 5, 2006, we issued 6,000,000 shares of our common stock to David Uddman, an officer and director, in exchange for cash in the amount of $10,000.  

 

2.

In October 2007, we sold an aggregate of 1,630,000 shares of our common stock in an offering made under Regulation D, Rule 504 to 25 individuals, for cash in the amount of $32,600.  Prior to, and up to the time of this offering, our operations were minimal and limited to forming our corporate identity, obtaining seed capital through sales of our equity, establishing our corporate hierarchy and began pursuit of our primary business plan.

 

Generating sales in the next 12 months is important to support our business.  Unfortunately, we cannot guarantee that we will generate such growth.  As of the date of this registration statement we are a development stage company with no revenues and a limited operational history.  Our business goal is to become an online retailer of personalized engraving services.  We have not yet published our web page, and therefore do not have any revenue generating capabilities at this time.  Our management has identified two key operational objectives as critical success factors in order for us to continue as a realize revenues in an effort to become a going concern:

 

1.

Establish our Internet presence:  We intend to operate solely as an online company.  All sales are expected to be realized through our proposed web site.  Without an Internet presence, we will be unable to generate any revenues.  Therefore, we believe that developing a website is imperative in executing our proposed business.  We have reserved the domain name www.TheEngravingMasters.com.  The site is not currently operations and we are working to develop content for the web site.  We have budgeted approximately $4,000 toward establishing a working version of our website during the second quarter of 2008.  Our management expects to refine and improve the site as our capital permits and our operations warrant.  

 

2.

Develop and implement an Internet marketing strategy:  Within three months after publishing out Internet site, our management plans to develop and implement a promotional strategy to generate awareness of our brand and proposed products, as well as drive traffic to our proposed web site.  Our current plan is to utilize search engine placement and keyword submission optimization services to increase the visibility of our website.  Our management estimates our budget for these advertising methods is approximately $500 per month, over the twelve months following implementation.  However, we continuously assess new marketing strategies; thus, we cannot predict whether the actual marketing and advertising efforts we implement will remain in its current form or not.  To date, we have not developed or implemented any marketing strategy.

 

We cannot predict the stability of current or projected overhead or that we will generate sufficient revenues to maintain our operations without the need for additional capital.  If we do not generate sufficient cash flow to support our operations over the next 12 months, or if our overhead increases substantially, we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern.  

 

As of March 31, 2008, we had $26,832 of cash on hand, which our management believes these funds are sufficient to implement our planned strategies and establish a base of operations over the next 12 months.  However, if our expenses are greater than anticipated and we do not generate sufficient cash flow to support our operations over the next nine to 12 months, we may need to raise further capital by issuing capital stock or debt securities in exchange for cash in order to continue as a going concern.  There are no formal or informal agreements to attain such financing.  We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.  Without realization of additional capital, it would be unlikely for us to continue as a going concern.

 

 

10


 

As of the date of the registration statement, we have no plans to perform any product research and development in the near term.  There are no expected purchases of plant or significant equipment.  Also, there are no plans to hire additional personnel in the near term.

 

Our management does not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our current officers and directors appear sufficient at this time.  Our officers and directors work for us on a part-time basis, and are prepared to devote additional time, as necessary.  We do not expect to hire any additional employees over the next 12 months.  

 

There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material impact on our revenues from continuing operations.  

 

Controls and Procedures

 

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in our reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.  Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Based upon their evaluation as of the end of the period covered by this report, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

 

Our board of directors was advised by Moore & Associates, Chartered, our independent registered public accounting firm, that during their performance of audit procedures, Moore & Associates, Chartered, identified a material weakness as defined in Public Company Accounting Oversight Board Standard No. 2 in our internal control over financial reporting.

 

This deficiency consisted primarily of inadequate staffing and supervision that could lead to the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews.  However, our size prevents us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system.  Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

 

 

11


 

PART II - OTHER INFORMATION

 

Unregistered Sales of Equity Securities

 

On September 14, 2006, we issued 6,000,000 shares of our common stock to David A. Uddman, a founding shareholder, officer and director.  This sale of stock did not involve any public offering, general advertising or solicitation.  The shares were issued in exchange for services performed by this founding shareholder on our behalf in the amount of $6,000.  Mr. Uddman received compensation in the form of common stock for performing services related to the formation and organization of our Company, including, but not limited to, designing and implementing a business plan and providing administrative office space for use by the Company; thus, these shares are considered to have been provided as founder’s shares.  Additionally, the services are considered to have been donated, and have resultantly been expensed and recorded as a contribution to capital.  At the time of the issuance, Mr. Uddman had fair access to and was in possession of all available material information about our company, as Mr. Uddman is the President and a director of The Engraving Masters, Inc.  The shares bear a restrictive transfer legend.  On the basis of these facts, we claim that the issuance of stock to our founding shareholders qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.  

 

Exhibits and Reports on Form 8-K

 

Exhibit

Number

Name and/or Identification of Exhibit

  

3

Articles of Incorporation & By-Laws

  
 

(a) Articles of Incorporation *

  
 

(b) By-Laws *

  

31

Rule 13a-14(a)/15d-14(a) Certifications

  
 

(a) David A. Uddman

  
 

(b) Jolene M. Uddman

  

32

Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)

  

*  Incorporated by reference herein filed as exhibits to the Company’s Registration Statement on Form 10SB-12G

previously filed with the SEC on November 28, 2007, and subsequent amendments made thereto.

 

 

 

 

 

 

12


 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

THE ENGRAVING MASTERS, INC.

(Registrant)

 

Signature

Title

Date

    

/s/ David A. Uddman

President and

May 5, 2008

David A. Uddman

Chief Executive Officer

 
    

/s/ Jolene M. Uddman

Chief Financial Officer

May 5, 2008

Jolene M. Uddman

  
    

/s/ Jolene M. Uddman

Chief Accounting Officer

May 5, 2008

Jolene M. Uddman

  

 

 

 

 

 

 

 

 

 

 

 

13


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10QSB’ Filing    Date    Other Filings
Filed on:5/12/08
5/5/08
4/30/08
For Period End:3/31/08
12/31/0710KSB,  NT 10-K
11/28/0710SB12G
10/10/07
3/31/07
10/5/06
9/25/06
9/14/06
9/11/06
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