MOBILE VAULT, INC. - 10-K/A - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(Edgar Glimpses Via Acquire Media NewsEdge) Overview
Mobile Vault, Inc. is a development stage company, incorporated in the State of
Florida on, May 18, 2011 Mobile Vault Inc., is a development stage company that
was incorporated to provide software security solutions for smartphones to
consumers. The Company plans to provide consumers the software solutions to
ensure their personal data (behaviors, transactions, location) is kept
confidential and secure. The consumer will have full control of this data and
will have the option to share data at their choice.
On May 18, 2011, a total of 9,000,000 shares of common stock were issued to our
sole officer and director, all of which are restricted securities, as defined in
Rule 144 of the Rules and Regulations of the SEC promulgated under the
As of May 31, 2012, Mobile Vault, Inc. had raised $9,000 through the sale of its
common stock. There is $1,603 of cash on hand in the corporate bank account. As
of the date of this report, we have not generated any revenue from our business
operations. The following financial information summarizes the more complete
historical financial information found in the audited financial statements of
the Company filed with this 10-K.
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--------------------------------------------------------------------------------Set forth below is a discussion of the financial condition and results of
operations of Mobile Vault, Inc. for the year ended May 31, 2012 and 2011. The
following discussion should be read in conjunction with the information set
forth in the financial statements and the related notes thereto appearing
elsewhere in this report.
Results of Operations - Year Ended May 31, 2012 Compared to the Year Ended May
The Company has not yet implemented its business model and to date has generated
No revenue for 2012 or 2011.
GENERAL AND ADMINISTRATIVE EXPENSES
These costs increased by $1,760 from $3,108 for the year ended May 31, 2011 to
$4,868 for the year ended May 31, 2012. The increase was a result of the legal
fees for the financing, SEC filing fees, and audit fees during the fiscal year.
NON-CASH STOCK-BASED COMPENSATION.
PLANNING, LEGAL, ACCOUNTING, AUDITING AND OTHER PROFESSIONAL SERVICES FEES.
The company's expenses during the year consisted of business planning,
accounting, auditing, and SEC & filing fees.
OFFICE AND OTHER CORPORATE COSTS.
DEPRECIATION AND AMORTIZATION.
GOODWILL AND INTANGIBLE ASSETS.
NET LOSS BEFORE INCOME TAXES
As a result of the factors described above, we reported a net loss before income
taxes of $4,868 for the year ended May 31, 2012 compared to a net loss of 3,108
for the year ended May 31, 2011.
Mobile Vault, Inc. has not made any material change in its mode of conducting
business and has no plans to change its business activities or to combine with
another business and is not aware of any circumstances or events that might
cause this plan to change. Since inception we have not been in receivership,
bankruptcy or similar proceeding. We have not made any significant purchase or
sale of assets or been involved in any merger, material reclassification,
acquisition or consolidation.
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--------------------------------------------------------------------------------Liquidity and Capital Resources
Our balance sheet as of May 31, 2012 reflects cash assets in the amount of
$1,603 as compared to $8,992 in cash for the period from May 18, 2011
(inception) to May 31, 2011. Cash and cash equivalents from inception to date
have been sufficient to provide the operating capital necessary to operate to
date. The Company had no revenues and incurred a net loss of $4,868 for the year
ended May 31, 2012 as compared to net loss of $3,108 for the period from May 18,
2011 (inception) to May 31, 2011. During the period from May 18, 2011
(inception) to May 31, 2012, the Company's balance sheet reflected an
accumulated deficit of $7,976.
The Company does not believe that it has sufficient capital to fund its expenses
over the next twelve months. The Company currently has no agreements,
arrangements or understandings with any person to obtain funds through bank
loans, lines of credit or any other sources. Since the Company has no such
arrangements or plans currently in effect, its inability to raise funds for the
above purposes will have a severe negative impact on its ability to remain a
Going Concern Consideration
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in the notes to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about the Company's ability to continue as a going
concern. Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern. The financial statements do not include
any adjustments that might result from this uncertainty.
As a result of these uncertainties, the report of our registered public
accounting firm on our financial statements for fiscal year-end May 31, 2012
contained an explanatory paragraph regarding our ability to continue as a going
The Company's activities to date have been supported by equity financing from
Danielle Olsen, the Company's CEO and President. It has sustained losses in all
previous reporting periods with an accumulated deficit of $7,976 as of May 31,
2012. Management continues to seek funding from its shareholders and other
qualified investors to pursue its business plan. In the alternative, the Company
may be amenable to a sale, merger or other acquisition in the event such
transaction is deemed by management to be in the best interests of the
Recent Security Offerings
Off-Balance Sheet Arrangements.
We do not have any off-balance sheet arrangements that are reasonably likely to
have a current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.
Impact of Inflation
We believe that inflation has not had a material impact on our results of
operations for the years ended May 31, 2012 and 2011. We cannot assure you that
future inflation will not have an adverse impact on our operating results and
Critical Accounting Policies and Estimates
The Company is currently a development stage enterprise reporting under the
provisions of FASB ASC 915, Development Stage Entity. These financial statements
are prepared on the accrual basis of accounting in conformity with accounting
principles generally accepted in the United States of America.
Cash and Cash Equivalents
Cash and cash equivalents are reported in the balance sheet at cost, which
approximates fair value. For the purpose of the financial statements cash
equivalents include all highly liquid investments with an original maturity of
three months or less when purchased.
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--------------------------------------------------------------------------------Earnings (Loss) per Share
The Company adopted FASB ASC 260, Earnings per Share. Basic earnings (loss) per
share is calculated by dividing the Company's net income available to common
shareholders by the weighted average number of common shares outstanding during
the year. Diluted earnings (loss) per share is calculated by dividing the
Company's net income (loss) available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted as of the first of the year for any potentially dilutive debt or
equity. There were no diluted or potentially diluted shares outstanding for all
The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the periods shown, and none are contemplated in
the near future.
The Company adopted FASB ASC 740, Income Taxes, at its inception under FASB ASC
740, 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, including tax loss and credit carryforwards, and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. Deferred income tax expense represents the change during the
period in the deferred tax assets and deferred tax liabilities. The components
of the deferred tax assets and liabilities are individually classified as
current and non-current based on their characteristics. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. No deferred tax assets or liabilities were recognized as of May 31,
2012 or 2011, respectively.
The Company will expense advertising as incurred. The advertising since
inception has been $0.00.
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 disclosure 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.
Revenue and Cost Recognition
The Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.
The Company has filed all income tax returns since inception.
Allowance for Doubtful Accounts
We will maintain an allowance for doubtful accounts for estimated losses
resulting from our customers not making their required payments after we start
Tangible and Intangible Asset Impairment
After we have any tangible or intangible assets on our balance sheet, we will
review those long-lived assets and identifiable intangibles for impairment at
least annually and whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.
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--------------------------------------------------------------------------------Recent Accounting Pronouncements
In April 2010, the FASB issued Accounting Standards Update 2010-02,
Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership
of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the
scope of current US GAAP. It clarifies the decrease in ownership provisions of
Subtopic 810-10 and removes the potential conflict between guidance in that
Subtopic and asset derecognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10). For those entities that have already adopted FAS 160, the
amendments are effective at the beginning of the first interim or annual
reporting period ending on or after December 15, 2009. The amendments should be
applied retrospectively to the first period that an entity adopted FAS 160. The
Company does not expect the provisions of ASU 2010-02 to have a material effect
on the financial position, results of operations or cash flows of the Company.
In April 2010, the FASB issued Accounting Standards Update 2010-01, Equity
(Topic 505): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit on
the amount of cash that will be distributed is not a stock dividend for purposes
of applying Topics 505 and 260. Effective for interim and annual periods ending
on or after December 15, 2009, and would be applied on a retrospective basis.
The Company does not expect the provisions of ASU 2010-01 to have a material
effect on the financial position, results of operations or cash flows of the
In December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities. This Accounting Standards Update
amends the FASB Accounting Standards Codification for Statement 167. (See FAS
167 effective date below).
In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for Statement 166. (See FAS 166 effective date below).
In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing. This Accounting Standards Update amends the FASB Accounting
Standard Codification for EITF 09-1. (See EITF 09-1 effective date below).
In October 2009, the FASB issued Accounting Standards Update 2009-14, Software
(Topic 985): Certain Revenue Arrangements That Include Software Elements. This
update changed the accounting model for revenue arrangements that include both
tangible products and software elements. Effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. Early adoption is permitted. The Company does not expect
the provisions of ASU 2009-14 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update
addressed the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than a
combined unit and will be separated in more circumstances that under existing US
GAAP. This amendment has eliminated that residual method of allocation.
Effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company does not expect the provisions of ASU 2009-13 to have a
material effect on the financial position, results of operations or cash flows
of the Company.
In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair
Value Measurements and Disclosures (Topic 820): Investments in Certain Entities
That Calculate Net Asset Value per Share (or Its Equivalent). This update
provides amendments to Topic 820 for the fair value measurement of investments
in certain entities that calculate net asset value per share (or its
equivalent). It is effective for interim and annual periods ending after
December 15, 2009. Early application is permitted in financial statements for
earlier interim and annual periods that have not been issued. The Company does
not expect the provisions of ASU 2009-12 to have a material effect on the
financial position, results of operations or cash flows of the Company.
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--------------------------------------------------------------------------------In June 2009, the FASB issued SFAS No. 168 (ASC Topic 105), "The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles - a replacement of FASB Statement No. 162" ("SFAS No. 168"). Under
SFAS No. 168 the "FASB Accounting Standards Codification" ("Codification")
became the source of authoritative US GAAP to be applied by nongovernmental
entities. Rules and interpretive releases of the Securities and Exchange
Commission ("SEC") under authority of federal securities laws are also sources
of authoritative GAAP for SEC registrants. SFAS No. 168 was effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. On the effective date, the Codification superseded all
then-existing non-SEC accounting and reporting standards. All other
non-grandfathered non-SEC accounting literature not included in the Codification
became non-authoritative. SFAS No. 168 was effective for the Company's interim
quarterly period beginning July 1, 2009. The Company does not expect the
adoption of SFAS No. 168 to have an impact on the financial statements other
than current references to GAAP.
In June 2009, the FASB issued SFAS No. 167 (ASC Topic 810), "Amendments to FASB
Interpretation No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation
guidance applicable to variable interest entities. The provisions of SFAS 167
significantly affect the overall consolidation analysis under FASB
Interpretation No. 46(R). SFAS 167 is effective as of the beginning of the first
fiscal year that begins after November 15, 2009. SFAS 167 was effective for the
Company beginning in 2010. The Company does not expect the provisions of SFAS
167 to have a material effect on the financial position, results of operations
or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 166, (ASC Topic 860) "Accounting for
Transfers of Financial Assets-an amendment of FASB Statement No. 140" ("SFAS
166"). The provisions of SFAS 166, in part, amend the derecognition guidance in
FASB Statement No. 140, eliminate the exemption from consolidation for
qualifying special-purpose entities and require additional disclosures. SFAS 166
is effective for financial asset transfers occurring after the beginning of an
entity's first fiscal year that begins after November 15, 2009. The Company does
not expect the provisions of SFAS 166 to have a material effect on the financial
position, results of operations or cash flows of the Company.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTSThis report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934. These forward-looking statements are
based largely on our expectations and are subject to a number of risks and
uncertainties, certain of which are beyond our control. Actual results could
differ materially from these forward-looking statements as a result of, among
other factors, risks related to our history of net losses and accumulated
deficits; integration of acquired businesses; future capital requirements;
competition and technical advances; dependence on the market for digital
advertising; and other risks. In light of these risks and uncertainties, there
can be no assurance that the forward-looking information contained in this
report will in fact occur.
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