UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

 

FORM 10-QSB

______________

 

x

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

 

For the quarterly period ended June 30, 2006

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________ to ______________

 

Commission File No. 000-50494

______________

 

EFFECTIVE PROFITABLE SOFTWARE, INC.

(Exact name of small business issuer as specified in its charter)

______________

 

Delaware

98-0412432

(State or other jurisdiction of
incorporation or organization)

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

 

1 Innwood Circle, Suite 209, Little Rock, Arkansas

72211

(Address of principal executive offices)

(Zip Code)

 

(501) 223-3310

(Issuer’s telephone number)

 

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 o No x

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes o   No x

 

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

 

Yes

x

No o

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 18, 2006: 55,480,000 shares of common stock.

 

Transitional Small Business Disclosure Format (check one): Yes o No x

 

 

 


 

 

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

1

Item 1. Financial Information

1

Item 2. Management’s Discussion and Analysis or Plan of Operation

2

Item 3. Controls and Procedures

3

 

 

PART II -OTHER INFORMATION

4

Item 1. Legal Proceedings.

4

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

4

Item 3. Defaults Upon Senior Securities.

4

Item 4. Submission of Matters to a Vote of Security Holders.

4

Item 5. Other Information.

4

Item 6. Exhibits and Reports of Form 8-K.

5

 

 

SIGNATURES

6

 

 

 


 

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.

Financial Information

  

 

 


 

 

 

 

EFFECTIVE PROFITABLE SOFTWARE, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

 

 

TABLE OF CONTENTS

 

 

PAGE

1

CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2006 (UNAUDITED)

 

 

 

PAGE

2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND FOR THE PERIOD FROM FEBRUARY 23, 2004 (INCEPTION) TO JUNE 30, 2006 (UNAUDITED)

 

 

 

PAGE

3

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM FEBRUARY 23, 2004 (INCEPTION) TO JUNE 30, 2006 (UNAUDITED)

 

 

 

PAGE

4

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 AND FOR THE PERIOD FROM FEBRUARY 23, 2004 (INCEPTION) TO JUNE 30, 2006 (UNAUDITED)

 

 

 

PAGES

5 - 10

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2006 (UNAUDITED)

 

 

 

 

 


EFFECTIVE PROFITABLE SOFTWARE, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2006

(UNAUDITED)

 

 

 

 

ASSETS

 

 

 

CURRENT ASSETS

 

 

Cash

$

1,630 

Prepaid expense

 

250 

Total Current Assets

 

1,880 

 

 

 

PROPERTY AND EQUIPMENT, NET

 

4,193 

 

 

 

OTHER ASSETS

 

 

Deposits

 

750 

Total Other Assets

 

750 

 

 

 

TOTAL ASSETS

$

6,823 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

 

 

 

CURRENT LIABILITIES

 

 

Accounts payable and accrued expenses

$

11,587 

Stockholder loans

 

22,104 

 

 

 

TOTAL LIABILITIES

 

33,691 

 

 

 

STOCKHOLDERS’ DEFICIENCY

 

 

Common stock, $0.0001 par value, 100,000,000 shares authorized, 55,480,000 shares issued and outstanding

 

5,550 

Additional paid in capital

 

156,361 

Accumulated deficit during development stage

 

(188,779)

Total Stockholders’ Deficiency

 

(26,868)

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

$

6,823 

 

 

See accompanying notes to condensed consolidated financial statements.

1

 


EFFECTIVE PROFITABLE SOFTWARE, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

 

 

 

For the Three Months Ended June 30, 2006

 

For the Three Months Ended

June 30, 2005

 

For the Six Months Ended

June 30, 2006

 

For the Six Months Ended

June 30, 2005

 

For the Period from February 23, 2004 (Inception) to June 30, 2006

 

 

 

 

 

 

 

 

 

 

 

REVENUE

$

-    

$

-    

$

-    

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

General and administrative

 

16,675 

 

12,766 

 

26,360 

 

28,404 

 

178,301 

Total Operating Expenses

 

16,675 

 

12,766 

 

26,360 

 

28,404 

 

178,301 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

(16,675)

 

(12,766)

 

(26,360)

 

(28,404)

 

(178,301)

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

Other income

 

-    

 

-    

 

-    

 

-    

 

31 

Loss on disposal of assets

 

-    

 

-    

 

-    

 

-    

 

(6,893)

Interest expense

 

(26)

 

(1,119)

 

(854)

 

(1,131)

 

(3,616)

Total Other (Income) Expense

 

(26)

 

(1,119)

 

(854)

 

(1,131)

 

(10,478)

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE PROVISION FOR INCOME TAXES

 

(16,701)

 

(13,885)

 

(27,214)

 

(29,535)

 

(188,779)

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

-    

 

-    

 

-    

 

-    

 

-    

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(16,701)

$

(13,885)

$

(27,214)

$

(29,535)

$

(188,779)

 

 

 

 

 

 

 

 

 

 

 

Net Loss Per Share – Basic and Diluted

$

- 

$

-    

$

- 

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding – Basic and Diluted

 

55,440,440 

 

52,165,870

 

54,846,851 

 

51,454,033 

 

50,418,998 

 

See accompanying notes to condensed consolidated financial statements.

2

 


EFFECTIVE PROFITABLE SOFTWARE, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

FOR THE PERIOD FROM FEBRUARY 23, 2004 (INCEPTION) TO JUNE 30, 2006

(UNAUDITED)

 

 

 

 

 

 

Common Stock

 

Additional Paid-In

 

Accumulated Deficit During Development

 

 

 

 

Shares

 

Amount

 

Capital

 

Stage

 

Total

 

 

 

 

 

 

 

 

 

 

 

Common stock issued to founders for cash ($0.00002 per share)

 

45,000,000 

$

4,500 

$

(3,600)

$

-    

$

900 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for legal services ($0.02 per share)

 

500,000 

 

50 

 

9,950 

 

-    

 

10,000 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services ($0.02 per share)

 

2,500,000 

 

250 

 

49,750 

 

-    

 

50,000 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash ($0..02 per share)

 

2,280,000 

 

230 

 

45,370 

 

-    

 

45,600 

 

 

 

 

 

 

 

 

 

 

 

In-kind contribution of interest on stockholder loans

 

-    

 

-    

 

646 

 

-    

 

646 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period from February 23, 2004 (inception) to December 31, 2004

 

-    

 

-    

 

-    

 

(110,081)

 

(110,081)

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2004

 

50,280,000 

 

5,030 

 

102,116 

 

(110,081)

 

(2,935) 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services ($0.02 per share)

 

500,000 

 

50 

 

9,950 

 

-    

 

10,000 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash ($0.02 per share)

 

500,000 

 

50 

 

9,950 

 

-    

 

10,000 

 

 

 

 

 

 

 

 

 

 

 

In-kind contribution of interest on stockholder loans

 

-    

 

-    

 

1,787 

 

-    

 

1,787 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued in reverse merger

 

2,500,000 

 

250 

 

(1,850)

 

-    

 

(1,600)

 

 

 

 

 

 

 

 

 

 

 

Net loss, 2005

 

-    

 

-    

 

-    

 

(51,484)

 

(51,484)

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2005

 

53,780,000 

 

5,380 

 

121,953 

 

(161,565)

 

(34,232)

 

 

 

 

 

 

 

 

 

 

 

Stock issued for cash ($0.02 per share)

 

1,700,000 

 

170 

 

33,830 

 

-    

 

34,000 

 

 

 

 

 

 

 

 

 

 

 

In-kind contribution of interest on stockholder loans

 

-    

 

-    

 

578 

 

-    

 

578 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the six months ended June 30, 2006

 

-    

 

-    

 

-    

 

(27,214)

 

(27,214)

 

 

 

 

 

 

 

 

 

 

 

BALANCE, JUNE 30, 2006

 

55,480,000 

$

5,550 

$

156,361 

$

(188,779)

$

(26,868)

 

See accompanying notes to condensed consolidated financial statements.

3

 


EFFECTIVE PROFITABLE SOFTWARE, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

 

 

 

For the Six Months Ended June 30, 2006

 

For the Six Months Ended June 30, 2005

 

For the Period from February 23, 2004 (Inception) to June 30, 2006

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

$

(27,214)

$

(29,535)

$

(188,779)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

Depreciation

 

462 

 

1,563 

 

4,205 

Loss on disposal of property and equipment

 

-    

 

-    

 

6,893 

In-kind contribution of interest on stockholder loans

 

578 

 

1,056 

 

3,011 

Stock issued for payment of services end expenses

 

-    

 

10,000 

 

70,000 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Deposits

 

-    

 

-    

 

(750)

Prepaid expenses

 

550 

 

26,000 

 

(250)

Accounts payable and accrued expenses

 

3,400

 

2,574 

 

9,987 

Net Cash Provided By (Used In) Operating Activities

 

(22,224)

 

11,658 

 

(95,683)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Proceeds from sale of property and equipment

 

-    

 

-    

 

3,425 

Purchase of property and equipment

 

-    

 

-    

 

(18,716)

Net Cash Provided By (Used In) Investing Activities

 

-    

 

-    

 

(15,291)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Proceeds from issuance of loan payable – related party

 

-    

 

13,633 

 

66,420 

Repayment of loan payable – related party

 

(12,481)

 

(26,000)

 

(44,316)

Proceeds from issuance of common stock

 

34,000 

 

-    

 

90,500 

Net Cash Provided By (Used In) Financing Activities

 

21,519 

 

(12,367)

 

112,604 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

(705)

 

(709)

 

1,630 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

2,335 

 

1,544 

 

-    

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

1,630 

$

835 

$

1,630 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

Cash paid for interest

$

276 

$

74 

$

605 

 

 

 

 

 

 

 

Cash paid for taxes

$

-    

$

-    

$

-    

 

See accompanying notes to condensed consolidated financial statements.

4

 


EFFECTIVE PROFITABLE SOFTWARE, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2006

(UNAUDITED)

 

 

 

NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

(A) Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

 

It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

 

(B) Organization

 

Effective Profitable Software, Inc. F/K/A Modena 2, Inc. (a development stage company) was incorporated in the state of Delaware on November 18, 2003.

 

EPS, Inc., (a development stage company) was incorporated in the state of Arkansas on February 23, 2004.

 

On May 10, 2005 pursuant to a stock purchase agreement and share exchange between the Effective Profitable Software, Inc. and EPS, Inc. and the shareholders of EPS, Inc., we purchased all of the outstanding shares of EPS for the issuance of 10,156,000 (50,780,000 post-split) shares of our stock to EPS shareholders. Pursuant to the agreement, EPS became a wholly owned subsidiary of the Company. As a result of the agreement, the transaction was treated for accounting purposes as a reorganization by the accounting acquirer (EPS, Inc.) and as a recapitalization by the accounting acquiree (Effective Profitable Software, Inc.).

 

Accordingly, the financial statements include the following:

 

(1)

The balance sheet consists of the net assets of the acquirer at historical cost and the net assets of the acquiree at historical cost.

 

(2)

The statement of operations includes the operations of the acquirer for the periods presented and the operations of the acquiree from the date of the merger.

 

Activities during the development stage include developing the business plan and raising capital.

 

5

 


EFFECTIVE PROFITABLE SOFTWARE, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2006

(UNAUDITED)

 

 

 

Effective Profitable Software, Inc. and its wholly-owned subsidiary are hereafter referred to as the “Company”.

 

The Company intends to develop computer software for use in technical analysis of financial markets.

 

(C) Principles of Consolidation

 

The 2006 financial statements include the accounts of Effective Profitable Software, Inc. and its wholly-owned subsidiary EPS, Inc. The 2005 financial statements include the accounts of Effective Profitable Software, Inc. from the May 10, 2005 merger and its wholly-owned subsidiary EPS, Inc., from February 23, 2004, inception.

 

All significant intercompany accounts and transactions have been eliminated in consolidation.

 

(D) Revenue Recognition

 

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is assured.

 

(E) Cash and Cash Equivalents

 

The Company considers cash on hand and amounts on deposit with financial institutions which have original maturities of three months or less to be cash and cash equivalents.

 

(F) Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates

 

(G) Property and Equipment

 

Property and equipment are recorded at cost. Depreciation is computed using the declining balance method over the estimated useful lives of the various classes of assets as follows:

 

Computers and equipment

 

5 years

Furniture and fixtures

 

7 years

 

Property and equipment at June 30, 2006 consisted of the following:

 

6

 


EFFECTIVE PROFITABLE SOFTWARE, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2006

(UNAUDITED)

 

 

 

 

Office furniture and fixtures

$

4,727

Computer equipment

 

1,247

Total Property

$

5,794

Less: Accumulated depreciation

 

1,781

 

 

 

Property and equipment, net

$

4,193

 

Depreciation expense for the six month periods ended June 30, 2006 and 2005 and for the period from February 23, 2004 (inception) to June 30, 2006 was $462, $1,563 and $4,205, respectively.

 

(H) Income Taxes

 

The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

(I) Fair Value of Financial Instruments

 

The Company’s financial instruments include accounts payable and liabilities to shareholders. The carrying amounts of other financial instruments approximate their fair value because of short-term maturities.

 

(J) Earnings Per Share

 

Basic earnings per share is computed by dividing earnings available to stockholders by the weighted-average number of shares outstanding for the period as guided by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings per Shares”. Diluted EPS reflects the potential dilution of securities that could share in the earnings. As of June 30, 2006 and 2005, the Company does not have any outstanding dilutive securities.

 

 

 

7

 


EFFECTIVE PROFITABLE SOFTWARE, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2006

(UNAUDITED)

 

 

 

(K) Concentrations of Credit Risk

 

Financial instruments which potentially expose the Company to concentrations of credit risk consist principally of operating demand deposit accounts if those accounts are in excess of $100,000. As of June 30, 2006 there were no cash deposits in excess of the FDIC limit.

 

(L) Recent Accounting Pronouncements

 

SFAS 155, “Accounting for Certain Hybrid Financial Instruments” and SFAS 156, “Accounting for Servicing of Financial Assets” were recently issued. SFAS 155 and 156 have no current applicability to the Company and have no effect on the financial statements.

 

NOTE 2

RELATED PARTY TRANSACTIONS

 

The Company’s officers have loaned the Company working capital in the form of unsecured demand notes. At June 30, 2006 the Company owed $22,104. There are no terms on the note and the Company expects to retire these notes during the year 2007. The Company is accruing interest at a rate of 4% per annum and classifying the expense as an in-kind contribution.

 

NOTE 3

STOCKHOLDERS’ EQUITY

 

(A) Issuance of Common Stock to Founders

 

On February 23, 2004, the company issued 45,000,000 shares of common stock to the Company’s officers for services regarding the initial start up of the Company. The value of these shares was $900, or $.00002 per share.

 

(B) Stock Issued for Cash

 

During the period ended December 31, 2004, the Company undertook a private placement issuance, Regulation D Rule offering whereby 2,280,000 shares of common stock were issued for cash of $45,600, or $0.02 per share.

 

During the year ended December 31, 2005, the Company issued 500,000 shares to an investor for cash of $10,000, or $0.02 per share.

 

During the three months ended March 31, 2006, the Company issued 500,000 shares to an investor for cash of $10,000 or $0.02 per share.

 

 

8

 


EFFECTIVE PROFITABLE SOFTWARE, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2006

(UNAUDITED)

 

 

 

During April 2006, the Company issued 1,200,000 shares to one investor for cash of $24,000 ($0.02 per share).

 

(C) Stock Issued in Reverse Merger

 

On May 10, 2005, Effective Profitable Software, Inc. exchanged 2,500,000 shares of common stock for all the outstanding shares of EPS (See Note 12).

 

(D) Stock Issued for Services

 

On April 1, 2004, the Company issued 500,000 shares of common stock for legal services. The value of these shares was $10, 000 or $0.02 per share.

 

During the last quarter of 2004, the Company issued 2,500,000 shares of common stock for services. The value of these shares was $50,000, or $0.02 per share.

 

In January 2005, the Company issued 500,000 shares of common stock for services. The value of these shares was $10,000, or $0.02 per share.

 

(E) In-Kind Contribution

 

During the period ended December 31, 2004, $646 of in-kind contributions relating to imputed interest on related party loans was recorded.

 

During the year ended December 31, 2005, $1,787 of in-kind contributions relating to imputed interest on related party loans was recorded.

 

During the six months ended June 30, 2006, $578 of in-kind contribution relating to imputed interest on related party loans was recorded.

 

NOTE 4

GOING CONCERN

 

As reflected in the accompanying financial statements, the Company is in the development stage with no revenue, a working capital deficiency of $31,811, a stockholder's deficiency of $26,868 and has a negative cash flow from operations of $95,683 from inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 

9

 


EFFECTIVE PROFITABLE SOFTWARE, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2006

(UNAUDITED)

 

 

 

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

 

 

10

 

 

 


 

 

 

Item 2.

Management’s Discussion and Analysis or Plan of Operation

 

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our financial condition. The discussion should be read in conjunction with our financial statements and notes thereto appearing in this prospectus. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward- looking statements.

 

Overview

 

On May 10, 2005, pursuant to a Stock Purchase Agreement and Share Exchange between us and EPS, Inc., an Arkansas corporation, and the shareholders of EPS, we purchased all of the outstanding shares of EPS for the issuance of 10,156,000 (50,780,000 post-split) shares of our stock to the EPS shareholders. Pursuant to the Agreement, EPS became a wholly owned subsidiary of the Company. Pursuant to the terms of the Agreement, we filed Articles of Amendment with the State of Delaware changing our name to Effective Profitable Software, Inc.

 

Based on the acquisition of EPS we changed our business focus to become a financial markets evaluation software company which focuses on bringing affordable evaluation tools to the general public. We are based in Little Rock, Arkansas and are lead by Don Bratcher, Gary Moore and Richard Torti. We use in house proprietary software for evaluation of markets, stocks, commodities, and other financial instruments. We have developed an innovative evaluation system we call the TimingWave. At the center of the system is a 100% mechanical, unemotional timing model that is both powerful and simple to use. The system’s web-based access will make it both affordable and accessible and our evaluations will be easily understood.

 

On May 20, 2005, our directors and shareholders approved a 5-1 forward split of our outstanding common shares increasing the amount of shares owned by these shareholders to 50,780,000 shares.

 

Plan of Operations

 

During the next twelve months, we expect to take the following steps in connection with the operations:

 

Initially we plan to prepare and execute a marketing plan to develop our subscription base. The majority of our member base will be obtained from two sources: search engine results and links placed in online market timing directories via link exchange programs. We anticipate that within thirty to sixty days, a comprehensive marketing plan will be developed. We expect to spend approximately $5,000 on marketing in the areas of Keyword Advertising and Sponsored Links through Google, FindWhat, and other similar targeted keyword programs. Another area that we will vigorously pursue as part of our marketing and branding program is search engine placement. By continuing to work to optimize the site, and by increasing the number of links to the site, we feel we can receive better search results and search engine saturation, which in turn directs more traffic to the website. In addition to our internet based effort we intend to advertise in national papers Wall Street Journal, USA Today we anticipate additional subscriptions from word of mouth.

 

In the latter part of 2006 we intend to charge a subscription fee for our services. We believe our programs are so unique and accurate that no active subscription members will be affected and we intend to inform them when they subscribe that this is an initial offer and prices will increase.

 

We currently do not have enough cash to satisfy our minimum cash requirements for the next twelve months. In addition, we will require additional funds to increase marketing, to expand operations, and for further development of our website. No significant purchases of equipment are anticipated; however, a substantial surge in traffic and/ or membership could necessitate the purchase of additional servers.

 

 

 


 

 

As reflected in the accompanying financial statements, we are in the development stage with limited operations. This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

 

Capital Resources and Liquidity.

 

Our unaudited balance sheet as of June 30, 2006 reflects assets of $6,823 consisting of cash of $1,630, prepaid expense of $250, property and equipment of $4,193, and deposits of $750. Total liabilities as of June 30, 2006 were $33,691 consisting of accounts payable of $11,587 and stockholder loans of $22,104.

 

As of June 30, 2006, we had cash of $1,630. Our general and administrative expenses are expected to average $5,000 per month for the next 12 months based upon our projected operating budget. We currently do not have enough cash to satisfy more than one year of operations without receiving additional funds from our President or additional investors.

 

Recent Financial Pronouncements

 

Statement of Financial Accounting Standards (“SFAS”) No. 154, “Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3” SFAS No. 151, “Inventory Costs - an amendment of ARB No. 43, Chapter 4” SFAS No. 152, “Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67” SFAS No. 153, “Exchanges of Non-monetary Assets - an amendment of APB Opinion No. 29” and SFAS No. 123 (revised 2004), “Share-Based Payment”, do not have applicability to the Company’s operations nor any impact on the Company’s financial statements.

 

SFAS 155, "Accounting for Certain Hybrid Financial Instruments" and SFAS 156, "Accounting for Servicing of Financial Assets" were recently issued. SFAS 155 and 156 have no current applicability to the Company and have no effect on the financial statements.

 

Going Concern Consideration

 

As reflected in the accompanying financial statements, we are in the development stage with no revenue, a working capital deficiency of $31,811, a stockholder’s deficiency of $26,868 and a negative cash flow from operations of $95,683 from inception. Accordingly, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

We believe that actions presently being taken to obtain additional funding and implement our strategic plans provide the opportunity for us to continue as a going concern.

 

Critical Accounting Policies

 

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

 

 


 

 

 

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Item 3.

Controls and Procedures

 

Evaluation of disclosure controls and procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and Chief Financial Officer , we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2006. Based on that evaluation, our principal executive officer and principal financial officer concluded that, a material weakness in our internal accounting controls existed prior to June 30, 2006 so that our disclosure controls and procedures in place were not adequate to ensure that information required to be disclosed by us, including our consolidated subsidiaries, in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations. Although our principal executive officer and principal financial officer believe our current existing disclosure controls and procedures are adequate to enable us to comply with our disclosure obligations, we intend to formalize and document the procedures already in place and establish a disclosure committee.

 

Changes in internal controls

 

We made significant changes to our internal controls prior to the Evaluation Date. We have applied the necessary corrective action and believe this weakness has been remediated. Based upon same, there were no further changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the second quarter of fiscal 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 


 

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

We are currently not a party to any pending legal proceedings and no such actions by, or to the best of our knowledge, against us have been threatened.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

During the three months ended June 30, 2006, the Company issued 1,200,000 shares to an investor for cash of $24,000 or $0.02 per share.

 

Item 3.

Defaults Upon Senior Securities.

 

None

 

Item 4.

Submission of Matters to a Vote of Security Holders.

 

No matter was submitted during the quarter ending June 30, 2006, covered by this report to a vote of our shareholders, through the solicitation of proxies or otherwise.

 

Item 5.

Other Information.

 

None

  

Item 6.

Exhibits and Reports of Form 8-K.

 

 

(a)

Reports on Form 8-K and Form 8K-A

 

 

 

 

 

None

 

 

 

            

(b)

Exhibits

 

 

 

 

 

Exhibit Number

Exhibit Title

 

 

 

 

 

 

3.1

Certificate of Incorporation; Certificate of Amendment to Certificate of Incorporation *

 

 

 

 

 

 

3.3

By-Laws *

 

 

 

 

 

 

31.1

Certification of Gary Moore pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

31.2

Certification of Don Bratcher pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

32.1

Certification of Gary Moore pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

32.2

Certification of Don Bratcher pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

* Incorporated by reference to our quarterly report for the period-ending June 30, 2005 filed on Form 10-QSB filed with the SEC on June 7, 2006 (File No. 000-50494).

 

5

 

 


 

 

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

EFFECTIVE PROFITABLE SOFTWARE, INC.

 

By: /s/Gary Moore

Gary Moore

President,

Chief Executive Officer

 

August 18, 2006