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| ALL MARKETING SOLUTIONS, INC. |
| (FKA Patents Professional, Inc.) |
| (A Development Stage Company) |
| NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS |
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| September 30, 2014 |
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| NOTE 1 – CONDENSED FINANCIAL STATEMENTS |
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| The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2014, and for all periods presented herein, have been made. |
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| Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2013 audited financial statements. The results of operations for the periods ended September 30, 2014 and the same period last year are not necessarily indicative of the operating results for the full years. |
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| NOTE 2 – GOING CONCERN |
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| The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $194,084, an accumulated deficit of $1,259,404 and net loss from operations since inception of $1,268,644. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares. |
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| In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. |
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| The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
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| NOTE 3 - IMPAIRMENT OF FIXED ASSET |
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| On January 8, 2014, the Company, completed the acquisition of, and exclusive rights in and to, computer source code related to software applications for the management of Internet cloud storage services in exchange for 4,000,000 shares of Common Restricted Stock at a value of $0.25 per share for the source and object code forms of the software applications. |
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| Within the guidelines of the ASC, it was deemed that this acquisition of an intangible fixed asset of $1,000,000, did not pass the quantitive test of impairment and it has accordingly been written down to a zero balance. |
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| NOTE 4 – CAPITAL STOCK |
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| The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
On September 30, 2009, the President was issued 2,280,000,000 common shares for $9,500 cash, which was received on October 8, 2009.
In March, 2012 the Company issued 40,560,000 common shares for cash of $5,070.
On February 5, 2013 the Company approved that the 75,000,000 authorized common shares be increased to 200,000,000 authorized common shares
On February 5, 2013 the company approved a 240:1 forward stock split, which has been retroactively stated throughout.
On February 6, 2013 the Company redeemed 2,220,000,000 common shares (9,250,000 pre-split) for $10 cash. This resulted in a reduction in the Accumulated Deficit of $9,240. The stock was cancelled.
On January 8, 2014, the Company issued 4,000,000 common shares in exchange for a capital acquisition, at $0.25 per share.
On May 15, 2014, the Company issued 150,000 common shares for cash of $60,000.
As of September 30, 2014, the Company has not granted any stock options and has not recorded any stock-based compensation.
As of September 30, 2014, 104,710,000 (100,560,000 as of December 31, 2013) common shares were issued and outstanding.
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| NOTE 5 – LOAN PAYABLE – RELATED PARTY LOANS |
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| At September 30, 2014 the Company received a loan from related parties totaling $111,137 ($47,951 at December 31, 2013) of which $24,600 ($15,700 at December 31, 2013) were for expenses paid on behalf of the company by a vendor and $86,537 ($32,251 at December 31, 2013) were for expenses paid on behalf of a shareholder. These amounts are payable on demand and without interest. |
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| NOTE 6 - CONSULTING AGREEMENT |
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| On March 19, 2014 the Company entered into a consulting agreement to develop software development. The terms of agreement are for 9 months at $25,000 per month with effect from April 1, 2014 |
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| NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS |
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| The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement. |
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| NOTE 8 - SUBSEQUENT EVENTS |
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| The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were available to be issued and has determined that there are no further events to disclose. |
ITEM 2. MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Overview
All Marketing Solutions, Inc. (fka Patents Professional, Inc.) ("the Company", “our” or "we") was incorporated in the State of Nevada as a for-profit company on December 17, 2008. We are a development-stage Company formed in order to enter into the international market for patent consulting and technology transfer services.
Results of Operation
The Company had $nil revenues for the three month period ended September 30, 2014 as compared to $nil revenues for the three month period ended September 30, 2013. Total expenses for the three month period ended September 30, 2014 were $78,400 comprised of Impairment of fixed asset expense of $nil, Office and general expense of $75,400, Professional fees of $1,500 and Related party expense of $1,500 resulting in a net loss of $78,400 as compared to total expenses of $3,750 comprised of Impairment of fixed asset expense of $nil, Office and general expense of $750, Professional fees of $1,500 and Related party expense of $1,500 resulting in a net loss of $3,750 for the three months ended September 30, 2013.
Total expenses for the nine month period ended September 30, 2014 were $1,171,030 comprised of Impairment of fixed asset expense of $1,000,000, Office and general expense of $162,030, Professional fees of $4,500 and Related party expense of $4,500 resulting in a net loss of $1,171,030 as compared to total expenses of $12,515 comprised of Impairment of fixed asset expense of $nil, Office and general expense of $3,515, Professional fees of $3,000 and Related party expense of $6,000 resulting in a net loss of $12,515 for the nine months ended September 30, 2013.
Liquidity and Capital Resources
The Company has not yet generated any revenue from its operations. We had $3,156 in cash during the quarter ended September 30, 2014 and $139 during the fiscal year ended December 31, 2013. We incurred net loss in the amount of $78,400 and $3,750 during the quarter ended September 30, 2014 and September 30, 2013 respectively. Operating expenses since inception date were in the amount of $1,268,644. These operating expenses were comprised of Impairment of fixed asset, professional fees, office and general expense and Related party expense.
Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities. We have registered 4,000,000 of or our common stock for sale to the public. Our registration statement became effective on November 1, 2011and we are still in the process of seeking equity financing to fund our operations over the next 12 months.
Management still believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
The Company has raised $9,500 in cash to initiate its business plan through the sale of its common stock. The amount raised from our stock offering is insufficient and we still will need additional cash to continue to implement our business plan. If we are unable to raise it, we will either suspend marketing operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.
Over the next 12 months after this registration statement becomes effective the company must (a) raise capital, (b) identify several specific, high growth technology markets, (c) identify qualified institutional customers who require commercial applications of these technologies, (d) identify and sign revenue sharing agreements with clients who are capable of providing these commercial applications in the form of patentable inventions, products, techniques or processes, (e) start the process of preparing and filing our initial patent applications and finally (f) enter licensing agreements with our first customers.
The company intends to hire an independent third party patent consultant to perform all aspects pertaining to the filing of its clients’ patent applications and marketing consultants to identify institutional customers who are seeking our patented technologies. We also expect to hire an independent consultant to develop our web site and computer systems within 60 days after the termination of the sale of shares through this registration statement.
The dependence on hiring the appropriate third parties to perform essential services could result in a material adverse effect on the company’s potential future operations and, consequently, on the company’s business, operating results and financial condition. Further, such third party contractors have no fiduciary duty to our shareholders and may not perform these services as expected. The capacity of certain third parties for these services may be limited for economic or other reasons. Their inability to provide these services could have a material adverse effect upon the results of our operations and financial condition.
We intend to hire third party professionals using the Internet mostly for initial research. First and foremost we will need to find law firms that specialize in patent applications, and further define what expertise a patent attorney may have in a specific field related to the product we want to patent. Some patent lawyers may have expertise in intellectual property (IP) others in engineering or other specialty fields. The Company also intends to hire, on a consulting basis, marketing experts in the particular fields in which products the Company is thinking of patenting a product. These experts product knowledge could range from board games to IP to the building industry; the requirement for experts is based completely on the products the Company is presented with for consideration.
Industry professionals would be able to give our firm a better educated opinion of the market feasibility of a product. Attorneys, engineers, business consultants, and marketing specialist would simply charge a fee for their services that the Company would pay; these services would make up a part of the services our firm would offer to potential clients besides financial assistance. It is possible in some circumstances that our professional third party consultants may be interested in offering their services for a royalty on the licensing or sale of the patent.
The company anticipates qualifying its first clients and signing revenue sharing exclusivity agreements with them within 120 days after the termination of the sale of shares through this registration statement.. The company expects to start the process of filing its first patent applications within 180 days after the termination of the sale of shares through this registration statement.
Concurrently with the filing of our first patent applications, we plan on hire a marketing consultant with experience in the technology transfer and sales industry to begin the sales and marketing of our patented. We anticipate that we may be able to hire this consultant within approximately 270 days of after the termination of the sale of shares through this registration statement. The company
anticipates that our sales cycle (the length of time between initial customer contact and sale completion) to be a minimum of 90 days. We anticipate that we may sign our first licensing agreements within 360 days after the termination of the sale of shares through this registration statement.
We do not currently have any employees and management does not plan to hire employees at this time. We do not expect the purchase or sale of any significant equipment and has no current material commitments.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.
Capital Resources
If All Marketing Solutions is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in All Marketing Solutions having to seek capital from other sources such as debt financing, which may not even be available to the company. However, if such financing were available, because All Marketing Solutions is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If All Marketing Solutions cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in All Marketing Solutions common stock would lose all of their investment.
Off Balance Sheet Arrangement
The company is dependent upon the sale of its common shares to obtain the funding necessary to carry its business plan. Our President, Nikola Pizurica has undertaken to provide the Company with operating capital to sustain its business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing these agreements. Investors should be aware that Mr. Pizurica expression is neither a contract nor agreement between him and the company.
Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive and financial officer has concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective. As reported in our Annual Report on Form 10-K for the year ended December 31, 2013, the Company’s principal executive and financial officer has determined that there are material weaknesses in our disclosure controls and procedures.
The material weaknesses in our disclosure control procedures are as follows:
1. Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.
2. Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.
We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:
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| | • | Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel. |
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| | • | Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently. |
Changes in Internal Controls over Financial Reporting
As reported in our Annual Report on Form 10-Q for the quarter ended September 30, 2014, management is aware that there a significant deficiency and a material weakness in our internal control over financial reporting and therefore has concluded that the Company’s internal controls over financial reporting were not effective as of September 30, 2014. The significant deficiency relates to a lack of segregation of duties due to the small number of employees involvement with general administrative and financial matters. The material weakness relates to a lack of formal policies and procedures necessary to adequately review significant accounting transactions.
There have not been any changes in the Company's internal control over financial reporting during the quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. (REMOVED AND RESERVED)
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002
I, Nikola Pizurica, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2014 of All Marketing Solutions, Inc. (fka Patents Professional, Inc.);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and,
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Nikola Pizurica
Nikola Pizurica
President, Secretary Treasurer, Principal Executive Officer,
Principal Financial Officer and sole Director
Dated: November 10, 2014