XOTC:VUME Quarterly Report 10-Q Filing - 2/29/2012

Effective Date 2/29/2012

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2012 Commission file number 000-53910 PAPERWORKS, INC. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 2963 E. Rose Lane Phoenix, AZ 85016 (Address of principal executive offices, including zip code) 1-800-854-0654 (Telephone number, including area code) Rhoda Rizkalla 2963 E. Rose Lane Phoenix, AZ 85016 Telephone & Facsimile 1-800-854-0654 (Name, address and telephone number of agent for service) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] 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 [X] NO [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 6,000,000 shares as of April 16, 2012 <PAGE> ITEM 1. FINANCIAL STATEMENTS PAPERWORKS INC. Balance Sheets (A Development Stage Company) (Expressed in US Dollars) -------------------------------------------------------------------------------- February 29, August 31, 2012 2011 -------- -------- Unaudited Audited <S> <C> <C> ASSETS CURRENT ASSETS Cash $ 6,386 $ 14,045 -------- -------- TOTAL ASSTS $ 6,386 $ 14,045 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ -- $ -- Loans from related parties 15,000 -- -------- -------- TOTAL CURRENT LIABILITIES 15,000 -- -------- -------- STOCKHOLDERS' EQUITY Capital stock Authorized 75,000,000 ordinary voting shares at $0.001 per share Issued and outstanding: 6,000,000 common shares at par value 6,000 6,000 Additional paid in capital 54,000 54,000 -------- -------- 60,000 60,000 Deficit accumulated during the development stage (68,614) (45,955) -------- -------- TOTAL STOCKHOLDERS' EQUITY (8,614) 14,045 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,386 $ 14,045 ======== ======== Approved on behalf of the board _______________________________, Director _______________________________, Director 2 <PAGE> PAPERWORKS INC. Statements of Income (A Development Stage Company) (Expressed in US Dollars) (Unaudited) -------------------------------------------------------------------------------- Accumulated From Six Months Six Months Three Months Three Months Inception Date of Ended Ended Ended Ended April 30, 2008 to February 29, February 28, February 29, February 28, February 29, 2012 2011 2012 2011 2012 ---------- ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> <C> GENERAL AND ADMINISTRATIVE EXPENSES Bank charges and interest $ 245 $ 220 $ 130 $ 115 $ 1,570 Filing and transfer agent fee 50 325 50 80 6,323 Office expenses 1,664 767 1,490 326 12,622 Professional fees 20,700 5,450 15,250 1,750 45,378 Travel expenses -- -- -- -- 2,721 ---------- ---------- ---------- ---------- ---------- Total general and administrative expenses 22,659 6,762 16,920 2,271 68,614 ---------- ---------- ---------- ---------- ---------- Net loss $ (22,659) $ (6,762) $ (16,920) $ (2,271) $ (68,614) ========== ========== ========== ========== ========== EARNINGS PER SHARE - BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.00) $ (0.00) ========== ========== ========== ========== WEIGHTED AVERAGE OUTSTANDING SHARES 6,000,000 6,000,000 6,000,000 6,000,000 ========== ========== ========== ========== 3 <PAGE> PAPERWORKS INC. Statements of Cash Flows (A Development Stage Company) (Expressed in US Dollars) (Unaudited) -------------------------------------------------------------------------------- Accumulated From Six Months Six Months Three Months Three Months Inception Date of Ended Ended Ended Ended April 30, 2008 to February 29, February 28, February 29, February 28, February 29, 2012 2011 2012 2011 2012 -------- -------- -------- -------- -------- <S> <C> <C> <C> <C> <C> CASH DERIVED FROM (USED FOR) OPERATING ACTIVITIES Net loss for the period $(22,659) $ (6,762) $(16,920) $ (2,271) $(68,614) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Changes in operating assets and liabilities Accounts payable -- -- -- -- -- -------- -------- -------- -------- -------- Net cash (used in) operating activities (22,659) (6,762) (16,920) (2,271) (68,614) -------- -------- -------- -------- -------- FINANCING ACTIVITIES Loans from related party 15,000 -- 15,000 -- 15,000 Shares subscribed for cash -- -- -- -- 60,000 -------- -------- -------- -------- -------- Net cash provided by financing activities 15,000 -- 15,000 -- 75,000 -------- -------- -------- -------- -------- INVESTING ACTIVITIES Net cash used for investing activities -- -- -- -- -- -------- -------- -------- -------- -------- Cash increase during the period (7,659) (6,762) (1,920) (2,271) 6,386 Cash beginning of the period 14,045 24,629 8,306 20,138 -- -------- -------- -------- -------- -------- Cash end of the period $ 6,386 $ 17,867 $ 6,386 $ 17,867 $ 6,386 ======== ======== ======== ======== ======== 4 <PAGE> PAPERWORKS INC. Notes to Financial Statements February 29, 2012 (A Development Stage Company) (Expressed in US Dollars) (Unaudited) -------------------------------------------------------------------------------- 1. NATURE AND CONTINUANCE OF OPERATIONS PaperWorks Inc. ("the Company") was incorporated under the laws of State of Nevada, U.S. on April 30, 2008, with an authorized capital of 75,000,000 common shares with a par value of $0.001. The Company's year end is the end of August. The Company is in the development stage of its business. During the period ended August 31, 2008, the Company commenced operations by issuing shares. These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $68,614 as at February 29, 2012 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. DEVELOPMENT STAGE COMPANY The Company complies with the ASC 915, its characterization of the Company as a development stage enterprise. USE OF ESTIMATES AND ASSUMPTIONS 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 period. Actual results could differ from those estimates. The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. INCOME TAXES The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At February 29, 2012, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded. 5 <PAGE> PAPERWORKS INC. Notes to Financial Statements February 29, 2012 (A Development Stage Company) (Expressed in US Dollars) (Unaudited) -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) EARNING PER SHARE The Company computes loss per share in accordance with ASC 105, "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal. STOCK-BASED COMPENSATION The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. 3. COMMON STOCK The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized. During the period ended August 31, 2008, the Company issued 3,000,000 shares of common stock for total cash proceeds of $15,000. At February 29, 2012 there were no outstanding stock options or warrants. 4. INCOME TAXES As of February 29, 2012, the Company had net operating loss carry forwards of approximately $68,614 that may be available to reduce future years' taxable income through 2028. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. 6 <PAGE> ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION FORWARD LOOKING STATEMENTS Some of the statements contained in this Form 10-Q that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-Q, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. All written forward-looking statements made in connection with this Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements. The safe harbours of forward-looking statements provided by the Securities Litigation Reform Act of 1995 are unavailable to issuers not subject to the reporting requirements set forth under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. As we have not registered our securities pursuant to Section 12 of the Exchange Act, such safe harbours set forth under the Reform Act are unavailable to us. RESULTS OF OPERATIONS We have generated no revenue since inception and have incurred $68,614 in miscellaneous expenses through February 29, 2012. We incurred operating expenses of $16,920 and $2,271 for the three month periods ended February 29, 2012 and February 28, 2011, respectively. These expenses consisted of general operating expenses incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. We incurred operating expenses of $22,659 and $6,762 for the six month periods ended February 29, 2012 and February 28, 2011, respectively. These expenses consisted of general operating expenses incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. The following table provides selected financial data about our company for the period from the date of incorporation through February 29, 2012. For detailed financial information, see the financial statements included in this report. Balance Sheet Data: 02/29/2012 ------------------- ---------- Cash $ 6,386 Total assets $ 6,386 Total liabilities $ 15,000 Shareholders' equity $ (8,614) 7 <PAGE> Cash provided by financing activities from inception through November 30, 2011 was $60,000 consisting of $15,000 from the sale of our common stock to our director who purchased 3,000,000 shares of our common stock at $0.005 per share on August 31, 2008 and on July 13, 2009, management completed its S-1 registered offering by selling 3,000,000 common shares at $.015 per share to raise capital of $45,000. Our auditors have expressed their doubt about our ability to continue as a going concern unless we are able to generate profitable operations. LIQUIDITY AND CAPITAL RESOURCES We currently have $6,386 cash in the bank which comprises our total assets. We do not expect to satisfy our cash requirements for business operations for the next 12 months with our current cash in the bank. PLAN OF OPERATION We have decided that we can not continue with our business operations as outlined in our original business plan because of a lack of financial results and resources; therefore we are looking for other potential business opportunities that might be available to us. However, we can provide no assurance that there will be any other business opportunities available nor the nature of the business opportunity, nor indication of the financial resources required of any possible business opportunity. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Management maintains "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in PaperWorks' Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 8 <PAGE> In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of February 29, 2012. Based on that evaluation, management concluded, as of the end of the period covered by this report, that PaperWorks' disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission's rules and forms. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING As of the end of the period covered by this report, there have been no changes in PaperWorks' internal controls over financial reporting during the quarter ended February 29, 2012, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management's last evaluation. 9 <PAGE> PART II. OTHER INFORMATION ITEM 6. EXHIBITS The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our Registration Statement on Form S-1, filed under SEC File Number 333-155966, at the SEC website at www.sec.gov: Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31.1 Certification pursuant to Rule 13a-14(a) under the Exchange Act of 1934 31.2 Certification pursuant to Rule 13a-14(a) under the Exchange Act of 1934 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 Interactive data files pursuant to Rule 405 of Regulation S-T SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PaperWorks, Inc., Registrant April 16, 2012 By: /s/ Rhoda Rizkalla ------------------------------------ Rhoda Rizkalla, Director, President, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer 10

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XOTC:VUME Quarterly Report 10-Q Filing - 2/29/2012
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