UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
FORM
10-Q
(Mark
One)
[
X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended March 31, 2010
[ ]
TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT
For the
transition period from ___________ to _____________
Commission File Number
333-159028
WORLD
WIDE RELICS, INC.
(Exact
name of small business issuer as specified in its charter)
Nevada
|
|
20-2208821
|
(State
or other jurisdiction of incorporation or organization)
|
|
(I.R.S.
Employer Identification No.)
|
817
West End Avenue, Suite 3C, New York, New York 10025
(Address
of principal executive offices)
646-259-1009
(Issuer’s
telephone number)
(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, as amended (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 past 90 days. Yes [X] No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.
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 [ ] No[x]
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 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[x] No [ ]
The
number of shares of Common Stock of the issuer outstanding as of May 12, 2010
was 6,478,559.
Transitional
Small Business Disclosure Format (check one): Yes [ ] No
[X]
|
Page
Number
|
PART 1 –
Financial
Information
|
|
|
|
Item 1 –
Unaudited Financial
Information:
|
|
|
|
Balance
Sheets as of March 31, 2010 (Unaudited) and December 31,
2009
|
3
|
|
|
Statements
of Operations for the Three Months Ended March 31, 2010 and
2009 (Unaudited) and from Inception (January 18, 2005 ) to March 31, 2010
(Unaudited)
|
4
|
|
|
Statement
of Changes in Stockholders’ Equity (Deficit) (Unaudited)
|
5
|
|
|
Statements
of Cash Flows for the Three Months Ended March 31, 2010 and
2009 (Unaudited) and from Inception (January 18, 2005), to March 31,
2010 (Unaudited)
|
6
|
|
|
Notes
to Unaudited Financial Statements
|
7-12
|
|
|
Item 2 -
Management’s Discussion and
Analysis or Plan of Operation
|
13-15
|
|
|
Item 3 -
Quantitative and Qualitative
Disclosures About Market Risk
|
15
|
|
|
Item
4T -
Controls and
Procedures
|
15-16
|
|
|
PART
II -
Other
Information
(Items 1-6)
|
16
|
World
Wide Relics, Inc.
(a
development stage company)
BALANCE
SHEETS
|
March
31, 2010
|
|
|
December
31, 2009
|
|
ASSETS
|
|
(Unaudited)
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
-
|
|
|
$
|
779
|
|
Total
assets
|
|
$
|
-
|
|
|
$
|
779
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
Accounts
payable
|
|
$
|
20,000
|
|
|
$
|
15,514
|
|
Advance from shareholder
|
|
|
-
|
|
|
|
16,495
|
|
Total
current liabilities
|
|
|
20,000
|
|
|
|
32,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
DEFICIT
|
|
|
|
|
|
|
|
|
Preferred
stock, $.001 par value, 5,000,000 shares authorized,
|
|
|
|
|
|
|
|
|
No
shares issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common
stock, $.001 par value, 25,000,000 shares authorized,
|
|
|
|
|
|
|
|
|
6,478,559
issued and outstanding
|
|
|
6,479
|
|
|
|
6,479
|
|
Additional
Paid-In Capital
|
|
|
189,205
|
|
|
|
147,878
|
|
Deficit
accumulated during the development stage
|
|
|
(215,684)
|
|
|
|
(185,587
|
)
|
Total
stockholders' deficit
|
|
|
(20,000)
|
|
|
|
(31,230
|
)
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' deficit
|
|
$
|
-
|
|
|
$
|
779
|
|
The
accompanying notes to the unaudited financial statements are an integral part of
these statements.
World
Wide Relics, Inc.
(a
development stage company)
STATEMENTS
OF OPERATIONS
(Unaudited)
|
|
|
|
|
|
|
|
Cumulative
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
|
|
|
|
From
Inception
|
|
|
|
|
|
|
|
|
|
(January
18,
|
|
|
|
|
|
|
|
|
|
2005)
|
|
|
|
For
the three months ended
|
|
|
Through
|
|
|
|
March
31,
|
|
|
March
31,
|
|
|
March
31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
21,836
|
|
Costs
of revenue
|
|
|
-
|
|
|
|
-
|
|
|
|
20,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
-
|
|
|
|
-
|
|
|
|
1,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Payroll
expense
|
|
|
12,500
|
|
|
|
-
|
|
|
|
112,500
|
|
Audit
and professional fees
|
|
|
16,818
|
|
|
|
2,500
|
|
|
|
97,327
|
|
Amortization
of intangibles
|
|
|
-
|
|
|
|
-
|
|
|
|
425
|
|
Postage
and mailing
|
|
|
-
|
|
|
|
-
|
|
|
|
2,240
|
|
Other
|
|
|
779
|
|
|
|
295
|
|
|
|
4,811
|
|
Total
operating expenses
|
|
|
30,097
|
|
|
|
2,795
|
|
|
|
217,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
|
(30,097
|
)
|
|
$
|
(2,795
|
)
|
|
$
|
(215,684
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted earnings (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
(loss)
per share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding
- basic and diluted
|
|
|
6,478,559
|
|
|
|
6,478,559
|
|
|
|
|
|
The
accompanying notes to the unaudited financial statements are an integral part of
these statements.
World
Wide Relics, Inc.
(a
development stage company)
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
During
|
|
|
Stockholders'
|
|
|
|
Preferred
Stock
|
|
|
Common
Stock
|
|
|
Paid-in
|
|
|
Development
|
|
|
Equity
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Stage
|
|
|
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
January 18, 2005
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of shares
|
|
|
-
|
|
|
|
-
|
|
|
|
6,478,559
|
|
|
|
6,479
|
|
|
|
(5,479
|
)
|
|
|
-
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,959
|
)
|
|
|
(5,959
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2005
|
|
|
-
|
|
|
|
-
|
|
|
|
6,478,559
|
|
|
|
6,479
|
|
|
|
(5,479
|
)
|
|
|
(5,959
|
)
|
|
|
(4,959
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(7,484
|
)
|
|
|
(7,484
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2006
|
|
|
-
|
|
|
|
-
|
|
|
|
6,478,559
|
|
|
|
6,479
|
|
|
|
(5,479
|
)
|
|
|
(13,443
|
)
|
|
|
(12,443
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation
of expense attributed to spin-off
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,500
|
|
|
|
-
|
|
|
|
5,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
transfer from parent
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
13,718
|
|
|
|
-
|
|
|
|
13,718
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(144
|
)
|
|
|
(144
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2007 (Restated)
|
|
|
-
|
|
|
|
-
|
|
|
|
6,478,559
|
|
|
|
6,479
|
|
|
|
13,739
|
|
|
|
(13,587
|
)
|
|
|
6,631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
transfer from parent
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,040
|
|
|
|
-
|
|
|
|
6,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributed
services
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
50,000
|
|
|
|
-
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation
of expense attributed to spin-off
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24,000
|
|
|
|
-
|
|
|
|
24,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(78,308
|
)
|
|
|
(78,308
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2008 (Restated)
|
|
|
-
|
|
|
|
-
|
|
|
|
6,478,559
|
|
|
|
6,479
|
|
|
|
93,779
|
|
|
|
(91,895
|
)
|
|
|
8,363
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributed
services
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
54,099
|
|
|
|
-
|
|
|
|
54,099
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(93,692
|
)
|
|
|
(93,692
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2009
|
|
|
-
|
|
|
|
-
|
|
|
|
6,478,559
|
|
|
|
6,479
|
|
|
|
147,878
|
|
|
|
(185,587
|
)
|
|
|
(31,230
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributed
services
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
41,327
|
|
|
|
-
|
|
|
|
41,327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(30,097
|
)
|
|
|
(30,097
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2010 (unaudited)
|
|
|
-
|
|
|
$
|
-
|
|
|
|
6,478,559
|
|
|
$
|
6,479
|
|
|
$
|
189,205
|
|
|
$
|
(215,684
|
)
|
|
$
|
(20,000
|
)
|
The
accompanying notes to the unaudited financial statements are an integral part of
these statements.
World
Wide Relics, Inc.
(a
development stage company)
STATEMENTS
OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
Cumulative
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
|
|
|
|
From
Inception
|
|
|
|
For
the three months ended
|
|
|
(January
18, 2005)
|
|
|
|
March
31,
|
|
|
Through
|
|
|
|
2010
|
|
|
2009
|
|
|
March
31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(30,097
|
)
|
|
$
|
(2,795
|
)
|
|
$
|
(215,684
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net loss to net
|
|
|
|
|
|
|
|
|
|
|
|
|
cash
used in operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation,
amortization and impairment
|
|
|
-
|
|
|
|
|
|
|
|
500
|
|
Write-down
of inventory
|
|
|
-
|
|
|
|
|
|
|
|
10,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventory
|
|
|
-
|
|
|
|
|
|
|
|
(10,807
|
)
|
Accounts
payable
|
|
|
4,486
|
|
|
|
2,500
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(25,611
|
)
|
|
|
(295
|
)
|
|
|
(195,184
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Computer
software development costs
|
|
|
-
|
|
|
|
-
|
|
|
|
(500
|
)
|
Net
cash used in investing activities
|
|
|
-
|
|
|
|
-
|
|
|
|
(500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Advance
from shareholder
|
|
|
(16,495
|
)
|
|
|
250
|
|
|
|
-
|
|
Changes
in paid in capital related to contributed
|
|
|
|
|
|
|
|
|
|
|
|
|
services
|
|
|
41,327
|
|
|
|
|
|
|
|
174,926
|
|
Issuance
of common stock
|
|
|
-
|
|
|
|
-
|
|
|
|
1,000
|
|
Net
cash transfer from/(to) parent
|
|
|
-
|
|
|
|
-
|
|
|
|
19,758
|
|
Net
cash provided by financing activities
|
|
|
24,832
|
|
|
|
250
|
|
|
|
195,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase decrease in cash and cash equivalents
|
|
|
(779
|
)
|
|
|
(45
|
)
|
|
|
-
|
|
Cash
and cash equivalents - beginning of period
|
|
|
779
|
|
|
|
75
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents - end of period
|
|
$
|
-
|
|
|
$
|
30
|
|
|
$
|
-
|
|
The
accompanying notes to the unaudited financial statements are an integral part of
these statements.
World
Wide Relics, Inc.
(a
development stage company)
Notes
to Financial Statements
(Unaudited)
Note
1 -Description of Business
World
Wide Relics, Inc. (“WWR” or “We” or “the Company”) was formed as a Nevada
corporation on January 18, 2005. We are a development stage
corporation formed to market a unique line of historical costumes and
reenactment clothing lines through our website with the registered domain name
of WorldWideRelics.Com. To date, we have marketed a range of
historical uniforms known as “Britain in the 1930’s” we have sold these items to
the growing market of worldwide enthusiasts and collectors through our internet
platform and on eBay Inc. We intend to market a new range of products
to the American Civil War reenactment market by marketing a range of high
quality uniforms for both the Union and Confederate Civil War
Re-enactor. This range includes both uniforms as well as
accoutrements such as boots, belts, and back packs produced to what we believe
is a museum quality standard. The final sales entry point
is the marketing of the Civil war memorabilia, to the domestic consumer, while
still making available to consumers both British and German uniforms from both
the world wars to satisfy the demand from the growing re-enactment groups
worldwide.
On
January 17, 2007, the Company was acquired by Classic Costume, Inc. (“CCUC”), a
Delaware corporation formed on December 29, 2006, and WWR became a wholly owned
subsidiary. During June 2007, CCUC raised $30,150 in a public
offering of shares.
Separation
from CCUC
On
February 5, 2009, the Classic Costume’s Board of Directors resolved to spin-off
the its wholly owned subsidiary, World Wide Relics, Inc., a Nevada corporation,
to shareholders of record on November 1, 2008 (the “Record Date”), ratifying a
prior October, 2008 board resolution to the same effect. Classic it
decided to pursue a different line of business, specifically the sale and
conversion of “stretch vehicles” including Lincoln Town Car, Hummer, Chrysler
300, and similar full size vehicles. CCUC shareholders as of the
Record Date received one share of World Wide Relics, Inc. for each two shares
held in CCUC on the Record Date. Costs were allocated between CCUC
and WWR on the basis of specific identification.
Due to
the fact that the remaining assets of CCUC are transferred to the Company in
connection with the distribution, the Distribution was reported for accounting
purposes as a “reverse spin-off” under generally accepted accounting
principles. The spin-off was treated as a reverse spin-off for
financial statement purposes because substantially all of Classic Costume’s
assets and operations were held by the Company after the
spin-off. Therefore, the spin-off has been reflected, for financial
statement presentation, as if the Company were a new company consisting of its
historical operations. The information contained herein indicates the
results of operations or financial condition of the Company that would have been
reported for the periods indicated has the Distribution occurred on the first
day of the periods discussed.
The
Company maintains its principal business operations in New York, New
York.
Note
2 - Summary of Significant Accounting Policies
Basis of
Presentation
The
Company restated its December 31, 2008 Balance Sheet, Statement of Operations,
Statement of Stockholders’ Deficit, Statement of Cash Flow and the notes to the
financial statements to reflect the following two changes:
|
1.
|
The
allocation of expenses previously recognized as belonging to the former
parent company, CCUC. WWR deemed it appropriate to record the
adjustment and recognize professional fees associated with the filing of
its S-1.
|
|
2.
|
Certain
officers of the Company have contributed their services for the benefit of
the Company. The officers have not been compensated for their
services. WWR deemed it appropriate to record the expense
associated with these contributed services, and consider all amounts
contributed as paid-in capital.
|
The
Company restated the December 31, 2008 Balance Sheet, Statement of Operations,
Statement of Stockholders’ Deficit, Statement of Cash Flow and the notes to the
financial statements to reflect an expense amounting to $74,000 which relates to
$24,000 of audit and professional fees and $50,000 of contributed
services.
World
Wide Relics, Inc.
(a
development stage company)
Notes
to Financial Statements
(Unaudited)
Note
2 - Summary of Significant Accounting Policies
Share
Issuances
In
February 2009, the Board of Directors authorized a 6.478559 for 1 forward stock
split on the issued and outstanding common shares. The authorized
number of common shares remains the same at 25,000,000 common shares with a par
value of $0.001 per share.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Cash and Cash
Equivalents
The
Company considers all highly liquid debt instruments and other short-term
investments with a maturity of three months or less, when purchased, to be cash
equivalents.
Property and
Equipment
Property
and equipment is stated at cost, less accumulated
depreciation. Depreciation is provided using the straight-line method
over the estimated useful lives of the related assets (primarily three to five
years). Leasehold improvements are amortized over the shorter of the
lease term or the estimated useful life. Costs of maintenance and
repairs are charged to expense as incurred.
Inventories
Inventory
is valued at the lower of cost or market and consists of finished
goods. The cost is determined by using the actual amount paid to
acquire the items. Inventory worth $5,788 was written down in
the year ended December 31, 2009.
Revenue
Recognition
The
Company considers revenue realized or realizable and earned when all of the
following criteria are met: (i) persuasive evidence of an arrangement exists,
(ii) the product has been shipped to the customer, (iii) the sales price is
fixed or determinable, and (iv) collectability is reasonably
assured. In circumstances when these criteria are not met, revenue
recognition is deferred until resolution occurs.
(a
development stage company)
Notes
to Financial Statements
(Unaudited)
Note
2 - Summary of Significant Accounting Policies (continued)
Website
Development
The
Company capitalizes website development costs whereby costs related to the
preliminary project stage of development are expensed and costs related to the
application development stage are capitalized. Any additional costs
for upgrades and enhancements, which result in additional functionality, will be
capitalized. Capitalized costs will be amortized based on their
estimated useful life of three years beginning when the website is completed and
is operational. Internal costs related to the development of website
content are charged to operations as incurred.
Income
Taxes
The
Company accounts for income taxes utilizing the liability method of accounting.
Under the liability method, deferred taxes are determined based on
differences between financial statement and tax bases of assets and liabilities
at enacted tax rates in effect in years in which differences are expected to
reverse. Valuation allowances are established, when necessary, to reduce
deferred tax assets to amounts that are expected to be realized.
Earnings (Loss) Per Share of
Common Stock
The
Company presents basic earnings (loss) per share and, if appropriate, diluted
earnings per share. Basic net income (loss) per share is computed by
dividing net income (loss) for the period by the weighted-average number of
shares outstanding during the period. Diluted net income per share is
computed by dividing net income for the period by the weighted-average number of
common share equivalents during the period. There were no unexpired
options or warrants to purchase shares of common stock at March 31,
2010.
Fair Value of Financial
Instruments
The
carrying amounts reported in the balance sheet for cash, accounts receivable,
and payable approximate fair value based on the short-term maturity of these
instruments.
Shipping and handling
costs
The
Company accounts for shipping and handling costs as a component of “Cost of
Sales”.
Advertising
Costs
The
Company plans to expense all advertising costs as incurred.
World
Wide Relics, Inc.
(a
development stage company)
Notes
to Financial Statements
(Unaudited)
Note
2 - Summary of Significant Accounting Policies (continued)
Income
Taxes
The
Company accounts for income taxes utilizing the liability method of accounting.
Under the liability method, deferred taxes are determined based on
differences between financial statement and tax bases of assets and liabilities
at enacted tax rates in effect in years in which differences are expected to
reverse. Valuation allowances are established, when necessary, to reduce
deferred tax assets to amounts that are expected to be realized.
Earnings
(Loss) Per Share of Common Stock
The
Company presents basic earnings (loss) per share and, if appropriate, diluted
earnings per share in accordance with SFAS 128, “Earnings Per Share (“SFAS
128”). Under SFAS 128, basic net income (loss) per share is computed by
dividing net income (loss) for the period by the weighted-average number of
shares outstanding during the period. Diluted net income per share is
computed by dividing net income for the period by the weighted-average number of
common share equivalents during the period. There were no unexpired
options or warrants to purchase shares of common stock at March 31,
2010.
Fair Value of Financial
Instruments
The
carrying amounts reported in the balance sheet for cash, accounts receivable,
and payable approximate fair value based on the short-term maturity of these
instruments.
Intangible
Assets
The
Company accounts for intangible assets in accordance with the provisions of SFAS
No. 142, “Goodwill and Other Intangible Assets”, which requires intangible
assets with indefinite useful lives not be amortized, but be tested for
impairment annually or whenever indicators or impairments
arise. Intangible assets that have finite lives continue to be
amortized over their estimated useful lives. Our intangible asset
consisting of our website was fully amortized as of January 30,
2009.
Shipping and handling
costs
The
Company accounts for shipping and handling costs as a component of “Cost of
Sales”.
Advertising
Costs
The
Company plans to expense all advertising costs as incurred.
World
Wide Relics, Inc.
(a
development stage company)
Notes
to Financial Statements
(Unaudited)
Note
2 - Summary of Significant Accounting Policies (Cont’d)
Recent Accounting
Pronouncements
On June
5, 2003, the United States 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. 33-9072 on October 13, 2009. Commencing with its
annual report for the 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;
|
|
Management’s
assessment of the effectiveness of its internal control over financial
reporting as of year- end; and
|
|
The
framework used by management to evaluate the effectiveness of the
Company’s internal control over financial
reporting.
|
Furthermore,
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.
Management
does not believe that any other recently issued, but not yet effective,
accounting standards, if currently adopted, could have a material effect on the
accompanying financial statements.
Note
3 - Contributed Services
Certain
officers and a shareholder of the Company have contributed their services for
the benefit of the Company. The officers have not been
compensated for their services. The shareholder made monetary
contributions to assist with various professional fees. We have
recorded the expense associated with these contributed services, and consider
all amounts contributed as paid in capital.
Note
4 - Going Concern
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which contemplate
continuation of the Company as a going concern. The Company has
limited operations and has incurred losses since inception, and has limited
working capital that raises substantial doubt about its ability to continue as a
going concern. Company management may have to raise additional debt or
equity financing to fund future operations and to provide additional working
capital. However, there is no assurance that such financing will be
obtained in sufficient amounts necessary to finance the Company's
operations. The accompanying audited financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classifications
of liabilities that may result from the outcome of this
uncertainty.
World
Wide Relics, Inc.
(a
development stage company)
Notes
to Financial Statements
(Unaudited)
Note 5 - Equity Transactions
The
Company was incorporated on January 18, 2005. Upon incorporation, the
Company had authority to issue the following:
Preferred
Stock-
5,000,000 $.001 par value shares with such designations, voting
and other rights and preferences as may be determined from time to time by the
Board of Directors.
Common
Stock-
25,000,000 $.001 par value shares with such designations, voting
and other rights as may be determined from time to time by the Board of
Directors.
On
February 5, 2009, CCUC’s Board of Directors resolved to spin-off its wholly
owned subsidiary, WWR, a Nevada corporation, to shareholders of record on
November 1, 2008 (the “Record Date”) ratifying the October, 2008 resolution of
the prior board. CCUC shareholders as of the Record Date shall receive one
share of WWR for each two shares held in CCUC on the Record Date. The
financial statements presented are adjusted to reflect the 6,478,559 distributed
shares of WWR.
Note
6 - Subsequent Events
We have
evaluated subsequent events through May 12, 2010, the date the financial
statements were available to be issued. We find no significant subsequent events
as of and through this date.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
FORWARD
LOOKING STATEMENTS
Management’s
Discussion and Analysis contains “forward-looking” statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as well as historical information. Although we
believe that the expectations reflected in these forward-looking statements are
reasonable, we can give no assurance that the expectations reflected in these
forward-looking statements will prove to be correct. Forward-looking
statements include those that use forward-looking terminology, such as the words
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,”
“plan,” “will,” “shall,” “should,” and similar expressions, including when used
in the negative. Although we believe that the expectations reflected
in these forward-looking statements are reasonable and achievable, these
statements involve risks and uncertainties, and no assurance can be given that
actual results will be consistent with these forward-looking
statements. Current shareholders and prospective investors are
cautioned that any forward-looking statements are not guarantees of future
performance. Such forward-looking statements by their nature involve
substantial risks and uncertainties, certain of which are beyond our control,
and actual results for future periods could differ materially from those
discussed in this report, depending on a variety of important factors, among
which are our ability to implement our business strategy, our ability to compete
with major established companies, the acceptance of our products in our target
markets, the outcome of litigation, our ability to attract and retain qualified
personnel, our ability to obtain financing, our ability to continue as a going
concern, and other risks described from time to time in our filings with the
Securities and Exchange Commission. Forward-looking statements contained in this
report speak only as of the date of this report. Future events and
actual results could differ materially from the forward-looking
statements. You should read this report completely and with the
understanding that actual future results may be materially different from what
management expects. We will not update forward-looking statements
even though its situation may change in the future.
INTRODUCTION
The
following discussion and analysis summarizes the significant factors affecting:
(i) our results of operations for the three months ended March 31, 2010; and
(ii) financial liquidity and capital resources. This discussion and
analysis should be read in conjunction with our financial statements and notes
included in our registration statement.
WWR was
formed as a Nevada corporation on January 18, 2005. We are a development
stage corporation formed to market a unique line of historical costumes and
reenactment clothing lines through our website with the registered domain name
of WorldWideRelics.Com. To date, we have marketed a range of historical
uniforms known as “Britain in the 1930’s”. We have sold these
items to the growing market of worldwide enthusiasts and collectors through our
internet platform and on eBay Inc. We intend to market new ranges of
products covering the American Civil War reenactment market by marketing a range
of high quality uniforms for both the Union and Confederate Civil War
Re-enactor. This range includes both uniforms as well as accoutrements
such as boots, belts, and back packs produced to what we believe is a museum
quality standard. The final sales entry point is the marketing of the
Civil war memorabilia, to the domestic consumer, while still making available to
consumers, both British and German uniforms from both the world wars to satisfy
the demand from the growing re-enactment groups worldwide.
Our
financial statements are prepared in accordance with U.S. generally accepted
accounting principles and we have expensed all development expenses related to
the establishment of the company.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(Cont’d.)
CRITICAL ACCOUNTING
POLICIES
A summary
of significant accounting policies is included in Note 2 of the unaudited
financial statements included in this quarterly report. Management believes that
the application of these policies on a consistent basis enables us to provide
useful and reliable financial information about our operating results and
financial condition. Our financial statements and accompanying notes are
prepared in accordance with U.S. generally accepted accounting principles
(“GAAP”). Preparing financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenue, and expenses. These estimates and assumptions are affected by
management's application of accounting policies.
Results
of Operations – Comparison for the Three month periods ended March 31, 2010 and
2009
Revenues
For the
three months ended March 31, 2010 revenues were $nil as compared to $nil for the
corresponding 2008 period. During the three months ended March 31,
2010, Mr. Amand spent time with the Company’s Indian supplier negotiating a more
favorable rate for redesigned civil war uniforms. Mr. Amand’s time spent working
on WWR was unfortunately curtailed during the first quarter, as he was
hospitalized due to complications arising from an enlarged
prostate. Our lack of revenue continued during the 2009 period and
fueled our efforts to continue to refocus our marketing.
Cost
of Sales
For the
three months ended March 31, 2010 cost of sales were $nil as compared to $nil
for the corresponding prior period.
Operating
Expenses
For the
three months ended March 31, 2010 we incurred $30,097 in selling, general &
administrative expenses as compared to $2,795 in the corresponding 2009 period.
This increase, was chiefly due to payroll expenses, and professional fees
incurred.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(Cont’d.)
Liquidity
and Capital Resources
As of
March 31, 2010, our cash on hand was $nil; total current assets were $nil and
total current liabilities amounted to $20,000. As of March 31, 2010,
the total stockholders’ deficit was $20,000. Until the company
achieves a net positive cash flow from operations, we are dependent on the
Officer of the Company to advance us sufficient funds to continue
operations. We may seek additional capital to fund potential costs
associated with expansion and/or acquisitions.
We
estimate that in the next nine months we will need approximately $50,000 in new
funds; specifically $10,000 in website design and software costs, $14,000 in
employee salaries, commission and consulting, $6,000 for periodical and online
marketing and promotion, $10,000 for inventory and product samples, and $10,000
in working capital.
We
believe that future funding may be obtained from public or private offerings of
equity securities, debt or convertible debt securities or other
sources. Stockholders should assume that any additional funding will
likely be dilutive. Accordingly, our officers, directors and other
affiliates are not legally bound to provide funding to us. Because of
our limited operations, if our officers and directors do not pay for our
expenses, we will be forced to obtain funding. We currently do not
have any arrangements to obtain additional financing from other
sources. In view of our limited operating history, our ability to
obtain additional funds is limited. Additional financing may only be
available, if at all, upon terms which may not be commercially advantageous to
us.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
ITEM 4T. CONTROLS
AND PROCEDURES
Our
management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act) that is designed to ensure that information required to be
disclosed by the Company in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
specified in the Commission's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
Pursuant
to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation
with the participation of the Company's management, including John Amand, the
Company's Chief Executive Officer and Chief Financial Officer ("CEO/CFO"), 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 three months
ended March 31, 2010. Based upon that evaluation, the Company's CEO
/CFO 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 /CFO, as
appropriate, to allow timely decisions regarding required
disclosure.
ITEM 4T. CONTROLS
AND PROCEDURES (Cont’d).
CHANGES
IN INTERNAL CONTROLS.
Our
management, with the participation the Principal Executive Officer and Principal
Accounting Officer performed an evaluation as to whether any change in our
internal controls over financial reporting occurred during the Quarter ended
March 31, 2010. Based on that evaluation, the Company's CEO/CFO
concluded that no change occurred in the Company's internal controls over
financial reporting during the Quarter ended March 31, 2010 that has materially
affected, or is reasonably likely to materially affect, the Company's internal
controls over financial reporting.
PART II:
OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK
FACTORS.
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
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.
Exhibit No.
|
|
Exhibit
|
3.1
|
|
Articles
of Incorporation (1)
|
3.2
|
|
Bylaws
(1)
|
31.1
|
|
Rule 13a-14(a)/15d-14(a)
certification of Certificate of Principal Executive Officer and
Principal Financial
Officer*
|
32.1
|
|
Section
1350 Certification of Principal Executive Officer and Principal Financial
Officer. *
|
———————
(1)
|
Incorporated
by reference to the registration statement on Form S-1 that became
effective December 18, 2009.
|
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
WORLD
WIDE RELICS, INC
|
|
|
|
|
|
May
12, 2010
|
By:
|
/s/ John
Amand
|
|
|
|
John
Amand
|
|
|
|
Chief
Executive Officer, President, Secretary, Chief Financial Officer,
Treasurer, Principal Accounting Officer and Director
|
|
17
Windrock LD (PK) (USOTC:WRLC)
過去 株価チャート
から 12 2024 まで 1 2025
Windrock LD (PK) (USOTC:WRLC)
過去 株価チャート
から 1 2024 まで 1 2025