SECURITIES AND EXCHANGE COMMISSION | |
Washington, DC 20549 | |
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FORM 10-QSB | |
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) | |
OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the Fiscal Quarter Ended September 30, 2006 | Commission File No. 333-132119 |
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IRISH MAG, INC. | |
(Exact name of Small Business Issuer in its charter) | |
Florida | 59-1944687 |
(State or jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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646 First Avenue South | |
St. Petersburg, Florida 33701 | |
(Address of principal executive offices) | |
(866) 821-9004 | |
(Issuer's Telephone Number) | |
N/A | |
(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 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. [X] Yes [ ] No | |
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No | |
As of September 30, 2006, the registrant had 1,350,000 shares of common stock outstanding. | |
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TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION | 3 |
Item 1. Financial Statements | 3 |
Accountant's Review Report | 3 |
Balance Sheet (Unaudited) September 30, 2006 | 4 |
Statement of Operations (Unaudited) For the Nine Months Ended September 30, 2006 | 5 |
Statement of Cash Flows (Unaudited) For the Nine Months Ended September 30, 2006 | 6 |
Statement of Changes in Stockholder's Equity (Unaudited) For the Nine Months Ended September 30, 2006 | 7 |
Notes to Financial Statements (Unaudited) September 30, 2006 | 8 |
Item 2. Plan of Operation | 11 |
Plan of Operation | 11 |
PART II - OTHER INFORMATION | 12 |
Item 1. Legal Proceedings | 12 |
Item 2. Changes in Securities | 12 |
Item 3. Defaults Upon Senior Securities | 12 |
Item 4. Submission of Matters to a Vote of Security Holders | 12 |
Item 5. Other Information | 12 |
Item 6. Exhibits and Reports on Form 8-K | 13 |
SIGNATURES | 14 |
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References in this document to "us," "we," "the Corporation," or "the Company" refer to Irish Mag, Inc.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Irish Mag, Inc.
We have reviewed the accompanying balance sheet of Irish Mag, Inc. as of September 30, 2006, and the related statements of operations, stockholders’ equity, and cash flows for the nine months ended September 30, 2006. These financial statements are the responsibility of the company’s management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
/s/ Randall N. Drake, CPA, PA | |
Randall N. Drake, CPA, PA |
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Clearwater, Florida |
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November 17, 2006 |
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IRISH MAG, INC.
Balance Sheet (Unaudited)
September 30, 2006
ASSETS | |||||
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| Current Assets |
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| Cash & cash equivalents | $18.04 | ||
| Total Current Assets | 18.04 | |||
| Other Assets |
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| Deferred Tax asset | 1,442.37 | ||
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| 1,442.37 |
| TOTAL ASSETS | 1,460.41 | |||
LIABILITIES & STOCKHOLDER'S EQUITY | |||||
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| Liabilities |
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| Current Liabilities |
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| Accounts Payable | 500.00 | |
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| 500.00 |
| Total Liabilities | 500.00 | |||
| Stockholder's Equity |
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| Common Stock, $.01 par value, 1,500,000 shares authorized, |
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| 1,350,000 shares issued & outstanding -NOTE E | 900.00 | |
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| Paid in Capital | 64,510.00 | ||
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| Retained Earnings | (64,449.59) | ||
| Total Stockholder's Equity | 960.41 | |||
| TOTAL LIABILITIES & STOCKHOLDER'S EQUITY | $1,460.41 | |||
See accompanying notes and accountants’ reports.
IRISH MAG, INC.
Statement of Operations (Unaudited)
For the Nine Months Ended September 30, 2006
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| Revenue | $24,100.00 | |
| Operating Expenses |
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| Audit and Accounting Fees | 2,025.00 |
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| Auto Expense | 4,834.87 |
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| Bank Charges | 20.00 |
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| Legal Fees | 20,000.00 |
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| Insurance – General | 6,231.80 |
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| Office Expenses | 2,346.22 |
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| Postage | 182.61 |
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| Professional Fees | 2,437.00 |
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| Repairs & Maintenance | 124.26 |
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| Telephone | 455.00 |
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| Meals & Entertainment | 830.59 |
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| Taxes – Other | 150.00 |
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| Interest Expense | 463.06 |
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| Depreciation | 6,085.62 |
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| 46,186.03 |
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| (22,086.03) |
| Other Income |
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| Net Gain (Loss) on Sale of Assets | (11,676.70) |
| Net Income Before Income Taxes | ($33,762.73) | |
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| Provision for Income Taxes |
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| Current Year Provision | 0.00 |
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| Deferred Tax Decrease | 0.00 |
| Provision for Income Taxes | 0.00 | |
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| Net Income | ($33,762.73) | |
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| Earnings (loss) per common share: |
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| Net income (loss) per share - NOTE C | ($0.03) | |
See accompanying notes and accountants’ reports.
IRISH MAG, INC.
Statement of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 2006
OPERATING ACTIVITIES |
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| Net Income | ($33,762.73) | |
| Adjustments to reconcile Net Income |
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| Depreciation Expense | 6,085.62 |
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| Loss on Sale of Assets | 11,676.70 |
| Net (Increase) Decrease in: |
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| Deferred Tax Asset | 0.00 |
| Net Increase (Decrease) in: |
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| Accounts Payable | (2,056.37) |
Net cash provided by Operating Activities | (18,056.78) | ||
FINANCING ACTIVITIES |
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| Payments to shareholder | (5,360.12) | |
| Capital Stock Issued | 350.00 | |
| Payments on AmSouth Bank note | (11,914.00) | |
Net cash used by Financing Activities | (16,924.12) | ||
Net increase (decrease) in cash & cash equivalents | (34,980.90) | ||
Cash & cash equivalents at beginning of period | 34,998.94 | ||
Cash & cash equivalents at end of period | $18.04 | ||
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SUPPLEMENTAL DISCLOSURE: |
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| Interest Expense | $463.06 | |
| Income Tax | $0.00 | |
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Noncash Investing & Financing Activities: |
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| Cost of fixed asset disposed | $39,121.81 | |
| Accumulated depreciation on fixed asset disposed | $24,342.46 | |
| Note Payable Payoff from disposal | $2,233.27 | |
See accompanying notes and accountants’ reports.
IRISH MAG, INC.
Statement of Changes in Stockholder’s Equity (Unaudited)
For the Nine Months Ended September 30, 2006
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| Common Stock | Contributed | Retained |
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| Shares | Amount | Capital | Earnings | Total |
Balances at January 1, 2006 | 825,000 | $550.00 | $64,510.00 | ($30,686.86) | $34,373.14 | |
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Net Income (Loss) |
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| (33,762.73) | (33,762.73) | |
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Capital Stock Issued | 525,000 | 350.00 |
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| $350.00 | |
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Balances at September 30, 2006 | 1,350,000 | $900.00 | $64,510.00 | ($64,449.59) | $960.41 | |
See accompanying notes and accountants’ reports.
IRISH MAG, INC.
Notes to Financial Statements
September 30, 2006
NOTE A – ORGANIZATION AND NATURE OF BUSINESS
The Company was incorporated September 17, 1979 in the State of Florida. The Company is in the business of providing consulting services in the commercial printing industry.
NOTE B – SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all short-term securities with a maturity of three months or less to be cash equivalents.
Fixed Assets
Property and equipment are stated at cost. Depreciation on the vehicle is computed using the straight-line method over the estimated useful live of the asset, which is three years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires the corporation to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Revenue Recognition
The Company generates revenue through a variety of consulting services. The Company provides these services and bills for them on a regular basis. The Company recognizes its revenue when its services are completed and its customers are billed.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes, if and when applicable, related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. Any deferred taxes would represent the future tax return consequences of those differences, which will either be taxable when the assets and
liabilities are recovered or settled. The company has loss carryforwards of $20,048.00 which can be carried forward twenty years to offset future taxable income. These losses will expire during the taxable year ending December 31, 2021.
NOTE C – EARNINGS PER COMMON SHARE
Earnings (Loss) per common share of ($0.03) were calculated based on a net income numerator of ($33,762.73) divided by a denominator of 1,087,500 weighted average shares of outstanding common stock. The denominator was calculated based on the following issuances of common shares during 2006:
January 1, 2006 825,000 common shares outstanding
February 15, 2006 1,350,000 common shares outstanding
NOTE D – TREASURY STOCK
On January 3, 2005 the Company’s Board voted to cancel the stock held in treasury and return the shares to authorized but unissued.
NOTE E – FORWARD STOCK SPLIT
On February 15, 2006 the Company’s Board received 35 executed stock subscription agreements for the purchase of stock in the corporation at $10.00 per share. After the sale of stock there were 90 shares total issued and outstanding. The Board filed amended and restated articles changing the par value to $0.01 per share resulting in 1000 shares of stock for each share previously owned. This increased the shares issued and outstanding to 90,000 shares total. The Company further ratified and authorized a 15:1 forward stock split that will result in 1,350,000 issued and outstanding shares. All references in these financial statements to amounts per share and number of shares outstanding have been restated to give effect to this stock split.
NOTE F – SUBSEQUENT EVENTS
On November 9, 2006 the Company closed the Stock Purchase Agreement that was entered into on October 16, 2006 between its wholly owned subsidiary Bo Hai Wen Technology (Shenzhen) Company Limited (“Bo Hai Wen”)and Lin Jiang Huai, the shareholder of Shenzhen iASPEC Software Engineering Company Limited (“iASPEC”). According to the terms of the Stock Purchase Agreement, iASPEC has transferred to Bo Hai Wen total consideration of RMB 41,286,172, (equivalent to US$ 5,160,771) to purchase 8,601,286 shares, representing a price of US$ 0.60 per share (the closing share price of the Company on October 16, 2006). The consideration has been paid in two parts: (a) a transfer of cash RMB 14,000,000 (equivalent to US$ 1,750,000) from iASPEC’s account to Bo Hai Wen’s Bank Account at closing; and (b) an assignment of all accounts receivable of iASPEC as of August 31, 2006, valued at RMB 27,286,172 (equivalent to US $ 3,410,771) to Bo Hai Wen. A change of control of the Company has occurred.
On November 13, 2006 the Company closed the Software License Agreement that was entered into on October 20, 2006 between its wholly owned subsidiary Bo Hai Wen Technology (Shenzhen) Company Limited (“Bo Hai Wen”) and Shenzhen iASPEC Software Engineering Company Limited (“iASPEC”) and iASPEC’s shareholders. According to the terms of the Software License Agreement, iASPEC has transferred to Bo Hai Wen the right to use certain software owned by iASPEC for a term of thirty years in exchange for total consideration of $9,801,254, paid in shares of the Company’s common stock at a price of $0.58 per share, which equates to 16,898,714 shares of the Company’s common stock issued to iASPEC’s shareholders. All due diligence has been completed and the Software License Agreement has closed.
Item 2. Plan of Operation.
On November 9, 2006 the Company closed the Stock Purchase Agreement that was entered into on October 16, 2006 between its wholly owned subsidiary Bo Hai Wen Technology (Shenzhen) Company Limited (“Bo Hai Wen”)and Lin Jiang Huai, the shareholder of Shenzhen iASPEC Software Engineering Company Limited (“iASPEC”). Founded in 1988, iASPEC is a leading provider of IT consultancy and software design and engineering services to its institutional clients in Hong Kong, China, and the United States. According to the terms of the Stock Purchase Agreement, iASPEC has transferred to Bo Hai Wen total consideration of RMB 41,286,172, (equivalent to US$ 5,160,771) to purchase 8,601,286 shares, representing a price of US$ 0.60 per share (the closing share price of the Company on October 16, 2006). The consideration has been paid in two parts: (a) a transfer of cash RMB 14,000,000 (equivalent to US$ 1,750,000) from iASPEC’s account to Bo Hai Wen’s Bank Account at closing; and (b) an assignment of all accounts receivable of iASPEC as of August 31, 2006, valued at RMB 27,286,172 (equivalent to US $ 3,410,771) to Bo Hai Wen. A change of control of the Company has occurred.
On November 13, 2006 the Company closed the Software License Agreement that was entered into on October 20, 2006 between its wholly owned subsidiary Bo Hai Wen Technology (Shenzhen) Company Limited (“Bo Hai Wen”) and Shenzhen iASPEC Software Engineering Company Limited (“iASPEC”) and iASPEC’s shareholders. Founded in 1988, iASPEC is a leading provider of IT consultancy and software design and engineering services to its institutional clients in Hong Kong, China, and the United States. According to the terms of the Software License Agreement, iASPEC has transferred to Bo Hai Wen the right to use certain software owned by iASPEC for a term of thirty years in exchange for total consideration of $9,801,254, paid in shares of the Company’s common stock at a price of $0.58 per share, which equates to 16,898,714 shares of the Company’s common stock issued to iASPEC’s shareholders. All due diligence has been completed and the Software License Agreement has closed.
The result of these transactions is that we have substantially changed our business model. Our business going forward will consist primarily of the business of Shenzhen iASPEC Software Engineering Company Limited, a company in the business of software engineering. Founded in 1988, iASPEC is a leading provider of IT consultancy and software design and engineering services to its institutional clients in Hong Kong, China, and the United States.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any legal proceedings at this time or during the period of this report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) No securities were sold during the period covered by this report that were not registered under the Securities Act.
(b) The Company has not sold any securities and thus, has no use of proceeds to report.
(c) The Company has not repurchased any securities.
Item 3. Defaults Upon Senior Securities
There were no defaults in the payment of any indebtedness during the period of this report.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the period of this report.
Item 5. Other Information
On November 9, 2006 the Company closed the Stock Purchase Agreement that was entered into on October 16, 2006 between its wholly owned subsidiary Bo Hai Wen Technology (Shenzhen) Company Limited (“Bo Hai Wen”)and Lin Jiang Huai, the shareholder of Shenzhen iASPEC Software Engineering Company Limited (“iASPEC”). Founded in 1988, iASPEC is a leading provider of IT consultancy and software design and engineering services to its institutional clients in Hong Kong, China, and the United States. According to the terms of the Stock Purchase Agreement, iASPEC has transferred to Bo Hai Wen total consideration of RMB 41,286,172, (equivalent to US$ 5,160,771) to purchase 8,601,286 shares, representing a price of US$ 0.60 per share (the closing share price of the Company on October 16, 2006). The consideration has been paid in two parts: (a) a transfer of cash RMB 14,000,000 (equivalent to US$ 1,750,000) from iASPEC’s account to Bo Hai Wen’s Bank Account at closing; and (b) an assignment of all accounts receivable of iASPEC as of August 31, 2006, valued at RMB 27,286,172 (equivalent to US $ 3,410,771) to Bo Hai Wen. A change of control of the Company has occurred.
On November 13, 2006 the Company closed the Software License Agreement that was entered into on October 20, 2006 between its wholly owned subsidiary Bo Hai Wen Technology (Shenzhen) Company Limited (“Bo Hai Wen”) and Shenzhen iASPEC Software Engineering Company Limited (“iASPEC”) and iASPEC’s shareholders. Founded in 1988, iASPEC is a leading provider of IT consultancy and software design and engineering services to its institutional clients in Hong Kong, China, and the United States. According to the terms of the Software License Agreement, iASPEC has transferred to Bo Hai Wen the right to use certain software owned by iASPEC for a term of thirty years in exchange for total consideration of $9,801,254, paid in shares of the Company’s common stock at a price of $0.58 per share, which equates to 16,898,714 shares of the Company’s common stock issued to iASPEC’s shareholders. All due diligence has been completed and the Software License Agreement has closed.
Item 6. Exhibits and Reports on Form 8-K.
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(a) | Reports on Form 8-K. August 10, 2006, 8-K regarding the resignation of Petie Parnell Maguire from the Board of Directors. September 7, 2006, 8-K regarding the appointment of Lin Jiang Huai to the Board of Directors. September 20, 2006, 8-K regarding Board approval of a forward stock split October 6, 2006, 8-K regarding the sale of shares to iBROADER Developments Limited. October 10, 2006, 8-K regarding a Business Turnkey Agreement with iASPEC. October 20, 2006, 8-K regarding a Share Purchase Agreement with iASPEC. October 20, 2006, 8-K regarding a Software License Agreement with iASPEC. November 13, 2006, 8-K regarding the closing of Share Purchase Agreement with iASPEC. November 14, 2006, 8-K regarding the closing of the Software License Agreement with iASPEC. ----- |
(b) | Exhibits. Exhibits included or incorporated by reference herein: See Exhibit Index below. |
EXHIBIT INDEX
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Number 15 | Exhibit Description Acknowledgement of the use of a report on unaudited interim financial information. |
31.1 | Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act |
31.2 | Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act |
32.1 | Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act |
32.2 | Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| Irish Mag, Inc. |
| Registrant |
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Date: November 17, 2006 | /s/ Michael Woo |
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Date: November 17, 2006 | /s/ Michael Woo |
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