SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the ten months period ended December 31, 2007
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 0-28847
FOCUS AFFILIATES, INC.
(Name of small business issuer in its charter)
Delaware 95-4467726
------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Empl. Ident. No.)
incorporation or organization)
3500 South Dupont Highway, County of Kent, City of Dover, Delaware 19901
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(Address of principal executive offices)(Zip Code)
800-564-5300
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 of 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES ( ) 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 ( )
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. As of December 31, 2007
the registrant had issued and outstanding 638,508,112 shares of common stock,
par value $0.001 per share.
Transitional Small Business Disclosure Format (Check one) Yes ( ) No (X)
FOCUS AFFILIATES, INC.
FORM 10-QSB
TABLE OF CONTENTS
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet - December 31, 2007 (unaudited) 1
Statement of Operations for the period from entering the
development stage (March 16, 2007) to December 31, 2007
(unaudited) 2
Statement of Stockholders' Equity from the period of entry
into the development stage (March 16, 2007) to December 31,
2007 (unaudited) 3
Statement of Cash Flows for the period from entering the
development stage (March 16, 2007) to December 31, 2007
(unaudited) 4
Notes to the Financial Statements 5-7
Item 2. Management's Discussion and Analysis or Plan of Operation 8
Item 3. Controls and Procedures 8
PART 2 - OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10-11
FOCUS AFFILIATES, INC.
(FORMERLY: INTELLICEL CORP.)
(A Development Stage Company)
BALANCE SHEET AS AT DECEMBER 31, 2007
(U.S. Dollars)
(Unaudited)
Assets
Current Assets -
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Total Assets $ -
==========================================================================
Liabilities
Due to shareholders 25,000
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Total liabilities $ 25,000
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Stockholders' Equity
Common Stock, $0.001 par value 1,000,000,000 authorized
Issued and outstanding 638,508,112 Shares $ 638,508
Additional paid in capital (638,508)
Deficit accumulated during development stage (25,000)
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Total stockholders' equity (25,000)
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Total Liabilities and Stockholders' Equity $ -
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The accompanying notes are an integral part of these financial statements
1
FOCUS AFFILIATES, INC.
(FORMERLY: INTELLICEL CORP.)
(A Development Stage Company)
STATEMENT OF OPERATIONS FOR THE PERIOD FROM ENTERING THE
DEVELOPMENT STAGE (MARCH 16, 2007) TO DECEMBER 31, 2007
(U.S. Dollars)
(Unaudited)
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Revenue $ -
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Expenses
Reorganization and general expenses 25,000
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Total $ 25,000
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Operating loss $ (25,000)
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Net loss per common shares - Basic and Diluted (0.00)
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Weighted average number of shares outstanding 638,508,112
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The accompanying notes are an integral part of these financial statements
2
FOCUS AFFILIATES, INC.
(FORMERLY: INTELLICEL CORP.)
(A Development Stage Company)
Statement of Stockholders' Equity from the period of entry into the
Development Stage (March 16, 2007) to December 31, 2007
(U.S. Dollars)
(Unaudited)
===========================================================================
Total
Additional Stock-
Paid-In Accum. holders'
Shares Amount Capital Deficit Equity
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Balance March 2007 638,508,112 638,508 (638,508) -
Net loss for the period (25,000) (25,000)
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Balance December 31, 2007 638,508,112 638,508 (638,508) (25,000) (25,000)
The accompanying notes are an integral part of these financial statements
3
FOCUS AFFILIATES, INC.
(FORMERLY: INTELLICEL CORP.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM ENTERING THE DEVELOPMENT STAGE
(MARCH 16, 2007) TO DECEMBER 31, 2007
(U.S. Dollars)
(Unaudited)
Period ended
December 31,
2007
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Cash Flows (Used In) Provided By:
Operating Activities
Net Loss $ (25,000)
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(25,000)
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Investing Activities -
Financing Activities
Due to shareholders 25,000
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25,000
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Increase/(Decrease) in Cash -
Cash, beginning -
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Cash, ending $ -
===========================================================================
The accompanying notes are an integral part of these financial statements
4
FOCUS AFFILIATES, INC.
(FORMERLY: INTELLICEL CORP.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(U.S. Dollars)
(Unaudited)
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1 GENERAL COMPANY INFORMATION
Focus Affiliates, Inc. ( the Company ) is a Delaware corporation.
It was incorporated on March 1994 as Cellular Telecom Corporation and
subsequently changed its name to Intellicell Corp. in June 1996 and then to
Focus Affiliates, Inc. in October 1999.
The Company was reinstated on December 8, 2006 in the State of Delaware by
an incorporator. The Company has been dormant since 2001 and was reorganized
under new management in March 16, 2007 which will put the Company into the
Development Stage.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United
States. Because a precise determination of many assets and liabilities is
dependent upon future events the preparation of financial statements
for a period necessarily involves the use of estimates which have been made
using careful judgement.
The financial statements have, in management's opinion, been properly
prepared within reasonable limits of materiality within the framework of the
accounting policies summarized below :
(a) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash accounts, interest
bearing saving accounts and time certificates of deposit with a maturity of
three months or less when purchased.
(b) Use of Estimates
The preparation of finacial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
5
FOCUS AFFILIATES, INC.
(FORMERLY: INTELLICEL CORP.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(U.S. Dollars)
(Unaudited)
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2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(c) Income Taxes
The Company accounts for income taxes under the Financial Accounting
Standards Board (FASB) Statement No. 109, "Accounting for Income Taxes."
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. There were no current or deferred income tax expense or
benefits due to Focus Affiliates not having any material operations for the
period ended December 31, 2007.
(d) Loss Per Common Share
Basic loss per common share has been calculated based on the weighted average
number of shares outstanding during the period after giving retroactive
effect to stock splits. There are no dilutive securities at December 31, 2007
for purpose of computing fully diluted earnings per share.
(e) Impact Of New Accounting Standards
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
(f) Foreign Currency Translation
The Company uses the current method of foreign currency translation. The
Company's reporting currency is the US dollar. Assets and liabilities
recorded in functional currencies other than US dollars are translated in US
dollars at the year-end rate of exchange. Revenue and expenses are translated
at the weighted-average exchange rates for the year. The resulting
translation adjustments are charged as an expense. Gains or losses from
foreign currency transactions are included in the earnings of the current
period.
6
FOCUS AFFILIATES, INC.
(FORMERLY: INTELLICEL CORP.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(U.S. Dollars)
(Unaudited)
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3 Stockholders' Equity
As of December 31, 2007 the Company has issued and outstanding common stock
of 638,508,112 shares with $0.001 par value.
4 Share Capital
Amend the Company's authorized share capital
On March 16, 2007 the authorized shares capital was increased as follows:-
Authorized common stock consist of 1,000,000,000 shares having a par value of
$0.001 per share
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis of the results of operations and the
Company's financial position should be read in conjunction with the financial
statements and accompanying notes.
This Quarterly Reports contain various forward-looking statements and
information, including (but not limited to) under the caption "Management's
Discussion and Analysis or Plan of Operation" that are based on management's
beliefs as well as assumptions made by and information currently available to
management, including statements regarding future economic performance and
financial condition, liquidity and capital resources and management's plan
and objectives. When used in this document, the words "expect," "anticipate,"
"estimate," " believe," and similar expressions are intended to identify
forward-looking statements. Such statements are subject to various risks and
uncertainties that could cause actual results to vary materially from those
stated. Should one or more ot these risks or uncertainties materialize or
should underlying assumptions prove incorrect actual results may vary
materially from those anticipated, estimated, expected or projected. Some
important factors that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements include,
but are not limited to the following: our limited operating history; history
of losses; competition; our ability to manage growth and integration; risks
of technological change; competition for customers; pricing and
transportation of products; marketing relationships with third party
suppliers; our ability to protect our intellectual property rights; economic
and political factors; risk of technological change; market acceptance of our
products, our ability to raise capital, ability to secure licenses,
uncertainty regarding infringing intellectual property rights of others;
security risks and the other risks and uncertainties described under. All
such factors are difficult to predict, contain uncertainties that may
materially affect actual results, and are beyond our control.
OVERVIEW
The Company has been in the process of identifying and discussing strategic
merger or acquisitions. The Company will need to raise substantial additional
capital to fund this strategy. The Company is seeking such additional funds
through private equity or debt financing. There can be no assurance that such
funding will be available on acceptable terms. The Company's continued
existence as a going concern is ultimately dependent upon its ability to
secure additional funding. The Company has no lines of credit available at
this time.
OPERATION
The Company has not been active since 2001. The losses for the 10 months
period ended December 31, 2007 was $25,000 for reorganization and general
expenses. There was no revenue for the 10 months period ended December 31,
2007.
ITEM 3 - CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and the principal financial officer, of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-
15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"). Based
on this evaluation, the principal executive officer and principal financial
officer concluded that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company
in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms.
There was no change in the Company's internal control over financial
reporting during the Company's most recently completed fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
8
PART 2. - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
Neither the Company nor any of its officers, directors or greater than 10%
beneficial shareholders are involved in any litigation or legal proceedings
involving the business of the Company.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No unregistered securities were issued during the period covered by this
report. Amendment of the Company's authorized share capital. On March 16,
2007 the authorized share capital was increased as follows :-
Authorized common stock consist of 1,000,000,000 shares having a par value of
$0.001 per share
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5 - OTHER INFORMATION
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8 - K
On , 2007 - Mr. Michael Burke was appointed as the new President and Director
and Ms. Samantha Roberts as the new Secretary of the Company.
9