UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
FORM 10-Q
_______________
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x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended March 31, 2009
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the transition period from
______ to ______.
PR
COMPLETE HOLDINGS, INC.
(Exact
name of registrant as specified in Charter
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Nevada
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333-155178
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification No.)
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11693 San
Vicente Blvd. #431
Los
Angeles, CA 90049
(Address
of Principal Executive Offices)
_______________
(310)
430-5771
(Issuer
Telephone number)
_______________
(Former
Name or Former Address if Changed Since Last Report)
Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes
x
No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company
filer. See definition of “accelerated filer” and “large accelerated
filer” in Rule 12b-2 of the Exchange Act (Check one):
Large
Accelerated Filer
o
Accelerated
Filer
o
Non-Accelerated
Filer
o
Smaller
Reporting Company
x
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes
o
No
x
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of May 8, 2009: 1,914,000 shares of common stock.
PR
COMPLETE HOLDINGS, INC.
FORM
10-Q
March
31, 2009
INDEX
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PART I --
FINANCIAL
INFORMATION
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Page
#
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Item
1.
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Financial
Statements
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F-1
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition
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1
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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4
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Item
4T.
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Control
and Procedures
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4
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PART
II -- OTHER INFORMATION
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Item
1
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Legal
Proceedings
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5
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Item
1A
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Risk
Factors
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5
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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5
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Item
3.
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Defaults
Upon Senior Securities
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5
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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5
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Item
5.
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Other
Information
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5
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Item
6.
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Exhibits
and Reports on Form 8-K
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5
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SIGNATURE
ITEM
1. Financial Information
PR
COMPLETE HOLDINGS, INC.
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FINANCIAL
STATEMENTS
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Page
#
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Balance
Sheets at March 31, 2009 (Unaudited) and December 31, 2008
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F-1
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Statements
of Operations for the Three Months Ended March 31, 2009 and 2008
(Unaudited)
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F-2
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Statements
of Cash Flows for the Three Months Ended March 31, 2009 and 2008
(Unaudited)
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F-3
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Notes
to the Financial Statements (Unaudited)
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F-4
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PR COMPLETE HOLDINGS,
INC.
Balance
Sheets
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ASSETS
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March
31,
2009
(Unaudited)
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December 31,
2008
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Current
Assets:
|
|
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Cash
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$
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20,576
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$
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38,750
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Total
Current Assets
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20,576
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38,750
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TOTAL
ASSETS
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$
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20,576
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$
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38,750
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LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
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Current
Liabilities:
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Accrued
expenses
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$
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26,475
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$
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22,013
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Total
Current Liabilities
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26,475
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22,013
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Stockholders'
Equity (Deficit):
|
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Preferred
stock: $0.001 par value 10,000,000 shares authorized; no shares
issued or outstanding
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Common
stock: $0.001 par value; 500,000,000 shares authorized; 1,914,000 shares
issued and outstanding
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1,914
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1,914
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Additional
paid-in capital
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44,078
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44,078
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Accumulated deficit
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(51,891
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)
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(29,255
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)
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Total
Stockholders’ Equity (Deficit0
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(5,899
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)
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16,737
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TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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$
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20,576
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$
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38,750
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See
accompanying notes to the financial statements.
PR
COMPLETE HOLDINGS, INC.
Statements
of Operations
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|
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For
the Three Months Ended March 31,
2009
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For
the Three Months Ended March 31,
2008
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|
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Revenue
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$
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-
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$
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1,792
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Cost
of Services
|
|
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-
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80
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Gross
Profit
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-
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|
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1,712
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|
|
|
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Operating
expenses
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Legal
and professional fees
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21,020
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-
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Compensation
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1,500
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-
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General
and administrative
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116
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142
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Total
operating expenses
|
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22,636
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142
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Net
income (loss)
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$
|
(22,636
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)
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$
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1,570
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Net
income (loss) per common share - basic and diluted
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$
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(0.01
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)
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$
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0.00
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Weighted
average number of common shares outstanding – basic and
diluted
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1,914,000
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1,000,000
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See
accompanying notes to financial statements.
PR COMPLETE HOLDINGS,
INC.
Statements
of Cash Flows
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For
Three Months Ended March 31, 2009
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For
Three Months Ended March 31, 2008
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CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
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|
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Net
income (loss)
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$
|
(22,636
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)
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$
|
1,570
|
|
|
Adjustments
to reconcile net income (loss) to net cash provided by (used in) operating
activities:
|
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|
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Increase
in accrued expenses
|
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4,462
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|
|
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80
|
|
|
|
|
|
|
|
|
|
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Net
Cash Provided By (Used In) Operating Activities
|
|
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(18,174
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)
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1,650
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|
|
|
|
|
|
|
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NET
CHANGE IN CASH
|
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|
(18,174
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)
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1,650
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|
|
|
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|
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|
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CASH
AT BEGINNING OF PERIOD
|
|
|
38,750
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|
|
|
576
|
|
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CASH
AT END OF PERIOD
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$
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20,576
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$
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2,226
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|
|
|
|
|
|
|
|
|
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|
See
accompanying notes to financial statements.
PR
COMPLETE HOLDINGS, INC.
MARCH 31,
2009 and 2008
NOTES TO
THE FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
1
–
ORGANIZATION
PR
Complete was founded as an unincorporated business in September 2006 and
incorporated as PR Complete Holdings, Inc. (“PR” or the “Company”) under
the laws of the State of Nevada on May 22, 2008. The Company provides its
customers affordable press release services that establish a professional and
easy way to access the latest in press release designs and distribution
techniques online. The Company applied Topic 4B of the Staff
Accounting Bulletins (“SAB”) issued by the United States Securities and Exchange
Commission, by reclassifying all of the Company’s undistributed earnings and
losses to additional paid-in capital as of May 22, 2008. The
accompanying financial statements have been prepared as if the Company had its
corporate capital structure as of the first date of the first period
presented.
NOTE 2 –
SUMMARY OF ACCONTING POLICIES
Basis of
Presentation
The
accompanying unaudited interim financial statements and related notes have been
prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”) for interim financial information, and
with the rules and regulations of the United States Securities and Exchange
Commission (“SEC”) to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and
footnotes required by U.S. GAAP for complete financial statements. The
unaudited interim financial statements furnished reflect all adjustments
(consisting of normal recurring accruals) which are, in the opinion of
management, necessary to a fair statement of the results for the interim periods
presented. Interim results are not necessarily indicative of the
results for the full year. These financial statements should be read
in conjunction with the financial statements of the Company for the year
ended December 31, 2008 and notes thereto contained in the Company’s Annual
Report Form 10-K as filed with the SEC on March 23, 2009.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Cash
Equivalents
The
Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash equivalents.
Fair Value of Financial
Instruments
The fair
value of a financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties. The carrying
amounts of financial assets and liabilities, such as cash, accounts receivable,
and accrued expenses, approximate their fair values because of the short
maturity of these instruments.
Revenue
Recognition
The
Company’s revenues are derived principally from personal consultation services
to the general public. The Company follows the guidance of the Securities and
Exchange Commission’s Staff Accounting Bulletin 104 (“SAB No. 104”) for revenue
recognition. The Company recognizes revenue when it is realized or realizable
and earned less estimated future doubtful accounts. The Company considers
revenue realized or realizable and earned when it has persuasive evidence of an
arrangement that the services have been rendered to the customer, the sales
price is fixed or determinable, and collectability is reasonably
assured.
Income
taxes
The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109
“Accounting for Income
Taxes”
(“SFAS No. 109”). Deferred income tax assets and liabilities
are determined based upon differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates and
laws that will be in effect when the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be
realized. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the statements
of operations in the period that includes the enactment date.
Net income ( loss) per
common share
Net
income (loss) per common share is computed pursuant to Statement of Financial
Accounting Standards No. 128. "Earnings per Share" ("SFAS No. 128").
Basic net income (loss) per common share is computed by dividing net income
(loss) by the weighted average number of shares of common stock outstanding
during the period. Diluted net income (loss) per common share is computed by
dividing net income (loss) by the weighted average number of shares of common
stock and potentially dilutive outstanding shares of common stock during each
period. There were no potentially dilutive shares outstanding as of March 31,
2009 or 2008.
Recently Issued Accounting
Pronouncements
In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-8934 on June 26, 2008. Commencing with its annual report for the
fiscal year ending December 31, 2010, the Company will be required to include a
report of management on its internal control over financial reporting. The
internal control report must include a statement
|
·
|
of
management’s responsibility for establishing and maintaining adequate
internal control over its financial
reporting;
|
|
·
|
of
management’s assessment of the effectiveness of its internal control over
financial reporting as of year end;
and
|
|
·
|
of
the framework used by management to evaluate the effectiveness of the
Company’s internal control over financial
reporting.
|
Furthermore,
in the following fiscal year, it is required to file the auditor’s attestation
report separately on the Company’s internal control over financial reporting on
whether it believes that the Company has maintained, in all material respects,
effective internal control over financial reporting.
In May
2008, the FASB issued Statement of Financial Accounting Standard No. 162 “The
Hierarchy of Generally Accepted Accounting Principles” (“SFAS
162”). The purpose of this standard is to provide a consistent
framework for determining what accounting principles should be used when
preparing U.S. GAAP financial statements. SFAS 162 categorizes
accounting pronouncements in a descending order of authority. In the
instance of potentially conflicting accounting principles, the standard in the
highest category must be used. This statement will be effective 60
days after the SEC approves the Public Company Accounting and Oversight Board’s
related amendments. The Company believes that SFAS 162 will have
no impact on their existing accounting methods.
In
April 2009, the Financial Accounting Standards Board (FASB) issued FASB
Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 “Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly”.
Based on the guidance, if an entity determines that the level of activity for an
asset or liability has significantly decreased and that a transaction is not
orderly, further analysis of transactions or quoted prices is needed, and a
significant adjustment to the transaction or quoted prices may be necessary to
estimate fair value in accordance with Statement of Financial Accounting
Standards (SFAS) No. 157 “Fair Value Measurements”. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The company will adopt this FSP for its quarter ending
June 30, 2009. There is no expected impact on the financial
statements.
In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(APB) 28-1 “Interim Disclosures about Fair Value of Financial Instruments”. The
FSP amends SFAS No. 107 “Disclosures about Fair Value of Financial
Instruments” to require an entity to provide disclosures about fair value of
financial instruments in interim financial information. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The company will include the required disclosures in its
quarter ending June 30, 2009.
In
April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful
Life of Intangible Assets”. The FSP states that in developing assumptions about
renewal or extension options used to determine the useful life of an intangible
asset, an entity needs to consider its own historical experience adjusted for
entity-specific factors. In the absence of that experience, an entity shall
consider the assumptions that market participants would use about renewal or
extension options. This FSP is to be applied to intangible assets acquired after
January 1, 2009. The adoption of this FSP did not have an impact on the
financial statements.
Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying consolidated financial statements.
Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.
NOTE 3 –
GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates continuity of operations,
realization of assets, and liquidation of liabilities in the normal course of
business. As reflected in the accompanying financial statements, the
Company had an accumulated deficit of $51,891 a net loss and net cash used in
operations of $22,636 and $18,174 for the quarter ended March 31, 2009,
respectively. These conditions raise substantial doubt about its ability to
continue as a going concern.
While the
Company is attempting to generate sufficient sales, the Company’s cash position
may not be sufficient to support the Company’s daily operations. While the
Company believes in the viability of its strategy to generate sufficient sales
volume and in its ability to raise additional funds, there can be no assurances
to that effect. The ability of the Company to continue as a going concern is
dependent upon the Company’s ability to further implement its business plan and
generate sufficient revenues. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern. Management believes that the actions presently being taken to
further implement its business plan and generate revenues provide the
opportunity for the Company to continue as a going concern.
The
financial statements do not include any adjustments related to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue in existence.
NOTE 4 –
COMMITMENTS AND CONTINGENCIES
Employment
agreement
On July
7, 2008 the Company entered into an employment agreement (“Employment
Agreement”) with its majority stockholder and sole director and officer
(“Employee”) for a term of three years from the date of signing. The
Employee is to be paid a minimum of $500 per month and should be paid
periodically not less than monthly. Either the Company or the
Employee can terminate the Employment Agreement without cause upon thirty (30)
days’ notice to the other party.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This
section of the Registration Statement includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our
predictions.
Our
business
We were
founded as an unincorporated business in September 2006 and became a C
corporation under the laws of the State of Nevada on May 22,
2008. Our initial operations have included organization and
incorporation, target market identification, marketing plans, and capital
formation. A substantial portion of our activities has involved developing a
business plan and establishing contacts and visibility in the marketplace. We
have generated minimal revenues since inception. Our plan is to provide our
customers affordable press release services that establish a professional and
easy way to access the latest in press release designs and distribution
techniques online.
Based on
our financial history since inception, our auditor has expressed substantial
doubt as to our ability to continue as a going concern. As
reflected in the accompanying financial statements, we had an accumulated
deficit of $51,891, a net loss and net cash used in operations of $22,636 and
$18,174 for the three months ended March 31, 2009, respectively. These
conditions raise substantial doubt about our ability to continue as a going
concern.
Plan of Operation
We have
begun limited operations, and we require outside capital to implement our
business model.
1. We
believe we can begin to implement our business plan to prioritize the 2 market
initiatives.
2. All
business functions will be coordinated and managed by our President Chrissy
Albice and our consultants.
3. We
intend to support these marketing by the development of high-quality marketing
materials; a wide spread public relations and advertising program and an
attractive and informative trade and consumer friendly Web site,
www.prcomplete.com
.
4. Within
120 days of the initiation of our distribution and marketing campaign, we
believe we will begin to generate expanded revenues from our targeted
distribution approach.
In
summary, we hope to be generating increased sales revenues within 180 days of
the date of this Registration Statement.
If we are
unable to generate sufficient distribution partners and/or customers, we may
have to reduce, suspend or cease our efforts. If our company is
forced to cease its previously stated efforts, we do not have plans to pursue
other business opportunities.
Limited
Operating History
We are a
developmental image consultant company enterprise incorporated on May 22,
2008, and as such had minimal operating revenues to date. Further, we have
no significant assets, and no current earnings. The success of our company is
dependent upon the extent to which it will gain market share. All financial
information and financial projections and other assumptions made by us are
speculative and, while based on management's best estimates of projected sales
levels, operational costs, consumer preferences, and the general economic and
competitive health of our company in the image consultant marketplace, there can
be no assurance that we will operate profitably or remain solvent.
Results
of Operations
As
of March 31, 2009, we had total assets of $20,576 while our total
liabilities were $26,475. We have a shareholder’s deficit in the
amount of $5,899.
Liquidity
and Capital Resources
As of
March 31, 2009, we had cash of $20,576. We believe we can satisfy our
cash requirements for the next twelve months with our current cash based upon a
reduced budget for our plan of operations. However, completion of our
plan of operation is subject to attaining adequate revenue. We cannot
assure investors that adequate revenues will be generated since we have no
contractual rights for projected revenues. In the absence of our projected
revenues, we may be unable to proceed with completing our plan of operations.
However, even without adequate revenues within the next twelve months, we still
anticipate being able to continue our present activities but we will
require financing to potentially achieve our profit, revenue, and growth
goals.
We
anticipate that our operational, and general and administrative expenses for the
next 12 months can be limited to a total of approximately $40,000 depending on
the expansion of our business operations. In the event we are not successful in
reaching our initial revenue targets, additional funds may be required, and we
may not be able to proceed with our business plan for the development and
marketing of our core services. Should this occur, we would likely seek
additional financing to support the continued operation of our business. We
anticipate that depending on market conditions and our plan of operations,
we may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern. We may raise additional funds through:
|
-
|
public
offerings of equity, securities convertible into equity or
debt,
|
|
-
|
private
offerings of securities or debt, or other
sources.
|
At this
time, we have not identified any sources of additional financing. Upon
developing a trading market for the common stock we intend to seek additional
sources of financing through hedge funds and/or licensed broker-dealers,
however, given our precarious financial condition and our lack of business, a
trading market may not develop in the foreseeable future.
Given our
history of raising money, there is no guarantee that we will be successful in
obtaining funds through public or private offerings in order to fund our
operations. Our investors should assume that any additional funding will cause
substantial dilution to current stockholders. In addition, we may not be able to
raise additional funds on favorable terms, if at all.
SUMMARY
OF 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.
Cash
equivalents
The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.
Fair
value of financial instruments
The fair
value of a financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties. The carrying
amounts of financial assets and liabilities, such as cash and accrued
expenses, approximate their fair values because of the short maturity of these
instruments and market rates of interest.
Revenue
recognition
The
Company’s revenues are derived principally from personal consultation services
to the general public. The Company follows the guidance of the Securities and
Exchange Commission’s Staff Accounting Bulletin 104 (“SAB No. 104”) for revenue
recognition. The Company will recognize revenue when it is realized or
realizable and earned less estimated future doubtful accounts. The Company
considers revenue realized or realizable and earned when it has persuasive
evidence of an arrangement that the services have been rendered to the customer,
the sales price is fixed or determinable, and collectability is reasonably
assured.
Income
taxes
The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109
“Accounting
for Income Taxes”
(“SFAS No. 109”). Deferred income tax assets and
liabilities are determined based upon differences between the financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse.
Deferred
tax assets are reduced by a valuation allowance to the extent management
concludes it is more likely than not that the assets will not be realized.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the statements
of operations in the period that includes the enactment date.
Net
loss per common share
Net loss
per common share is computed pursuant to Statement of Financial Accounting
Standards No. 128
“Earnings
Per Share”
(“SFAS No. 128”). Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding during the period. Diluted net loss per share is computed by
dividing net loss by the weighted average number of shares of common stock and
potentially outstanding shares of common stock during each period. There were no
potentially dilutive shares outstanding as of March 31, 2009 and
2008.
Recently
Issued Accounting Pronouncements
In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-8934 on June 26, 2008. Commencing with its annual report for the
fiscal year ending December 31, 2009, the Company will be required to include a
report of management on its internal control over financial reporting. The
internal control report must include a statement
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*
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of
management’s responsibility for establishing and maintaining adequate
internal control over its financial
reporting;
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*
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of
management’s assessment of the effectiveness of its internal control over
financial reporting as of year end;
and
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*
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of
the framework used by management to evaluate the effectiveness of the
Company’s internal control over financial
reporting.
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Furthermore,
in the following fiscal year, it is required to file the auditor’s attestation
report separately on the Company’s internal control over financial reporting on
whether it believes that the Company has maintained, in all material respects,
effective internal control over financial reporting.
In May
2008, the FASB issued Statement of Financial Accounting Standard No. 162 “The
Hierarchy of Generally Accepted Accounting Principles” (“SFAS
162”). The purpose of this standard is to provide a consistent
framework for determining what accounting principles should be used when
preparing U.S. GAAP financial statements. SFAS 162 categorizes
accounting pronouncements in a descending order of authority. In the
instance of potentially conflicting accounting principles, the standard in the
highest category must be used. This statement will be effective 60
days after the SEC approves the Public Company Accounting and Oversight Board’s
related amendments. The Company believes that SFAS 162 will have
no impact on their existing accounting methods.
In
April 2009, the Financial Accounting Standards Board (FASB) issued FASB
Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 “Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly”.
Based on the guidance, if an entity determines that the level of activity for an
asset or liability has significantly decreased and that a transaction is not
orderly, further analysis of transactions or quoted prices is needed, and a
significant adjustment to the transaction or quoted prices may be necessary to
estimate fair value in accordance with Statement of Financial Accounting
Standards (SFAS) No. 157 “Fair Value Measurements”. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The company will adopt this FSP for its quarter ending
June 30, 2009. There is no expected impact on the financial
statements.
In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(APB) 28-1 “Interim Disclosures about Fair Value of Financial Instruments”. The
FSP amends SFAS No. 107 “Disclosures about Fair Value of Financial
Instruments” to require an entity to provide disclosures about fair value of
financial instruments in interim financial information. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The company will include the required disclosures in its
quarter ending June 30, 2009.
In
April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful
Life of Intangible Assets”. The FSP states that in developing assumptions about
renewal or extension options used to determine the useful life of an intangible
asset, an entity needs to consider its own historical experience adjusted for
entity-specific factors. In the absence of that experience, an entity shall
consider the assumptions that market participants would use about renewal or
extension options. This FSP is to be applied to intangible assets acquired after
January 1, 2009. The adoption of this FSP did not have an impact on the
financial statements.
Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying consolidated financial statements.
Management
does not believe that any recently issued, but not yet effective accounting
pronouncements, if adopted, would have a material effect on the accompanying
financial statements.
Off Balance Sheet
Arrangements
We have
no off-balance sheet arrangements.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates. The Company does not undertake any specific
actions to limit those exposures.
Item
4T. Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time
periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to the Company’s management, including the
Company’s CEO and CAO, as appropriate, to allow timely decisions regarding
required disclosure.
Management’s Report on
Internal Controls over Financial Reporting
Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. There has been no change in
the Company’s internal control over financial reporting during the quarter ended
March 31, 2009 hat has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of the
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected.
Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in
Internal Control – Integrated
Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was effective as of March
31, 2009.
This
quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this quarterly report.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
Item
1A. Risk Factors
None
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities.
None
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None
Item
6. Exhibits and Reports of Form 8-K.
(a) Exhibits
31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
(b) Reports
of Form 8-K
None.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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PR
COMPLETE HOLDINGS, INC.
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Date:
May 8, 2009
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By:
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/s/ Chrissy Ablice
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Chrissy
Ablice
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President,
CEO, CFO, Principal
Accounting
Officer, Secretary,
Treasurer
and Director
|
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