Washington,
D.C. 20549
FORM
10-QSB
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
Quarterly period ended March 31,
2008
Commission
File No. 000-52690
Art Design,
Inc.
(Exact
Name of Small Business Issuer as specified in its charter)
Colorado
|
86-1061005
|
(State
or other jurisdiction
|
(IRS
Employer File Number)
|
of
incorporation)
|
|
|
|
3636
S. Jason
|
|
Englewood,
Colorado
|
80113
|
(Address
of principal executive offices)
|
(zip
code)
|
(303)
781-7280
(Registrant's
telephone number, including area code)
Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
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
[X] No [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes [
] No [X]
The
aggregate market value of the voting stock held by nonaffiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of a specified date within the past 60 days:
approximately $696,000. The number of shares outstanding of the Registrant's
common stock, as of the latest practicable date, May 1, 2008, was
10,820,600.
Transitional
Small Business Disclosure Format (check one): Yes [
] No [X]
FORM
10-QSB
Art
Design, Inc.
TABLE OF
CONTENTS
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Page
|
PART
I FINANCIAL INFORMATION
|
|
Item
1. Financial Statements for the period ended March 31,
2008
|
|
Balance Sheet
(Unaudited)
|
4
|
Statements of
Operations (Unaudited)
|
5
|
Statements of
Cash Flows (Unaudited)
|
6
|
Notes
to Financial Statements
|
8
|
|
|
Item
2. Management’s Discussion and Analysis and Plan of
Operation
|
10
|
|
|
Item
3. Controls and Procedures
|
15
|
|
|
PART
II OTHER INFORMATION
|
|
|
|
Item
1. Legal Proceedings
|
15
|
Item
2. Changes in Securities
|
15
|
Item
3. Defaults Upon Senior Securities
|
15
|
Item
4. Submission of Matters to a Vote of Security Holders
|
15
|
Item
5. Other Information
|
15
|
Item
6. Exhibits and Reports on Form 8-K
|
16
|
|
|
Signatures
|
16
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|
|
PART
I FINANCIAL INFORMATION
References
in this document to "us," "we," or "Company" refer to Art Design, Inc. and its
wholly-owned subsidiary, Art Dimensions, Inc.
ITEM
1. FINANCIAL STATEMENTS
ART
DESIGN, INC.
FINANCIAL
STATEMENTS
(Unaudited)
Quarter
Ended March 31, 2008
ART
DESIGN, INC.
BALANCE
SHEET
(Unaudited)
|
|
Mar.
31, 2008
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
Cash
|
|
$ |
100,635 |
|
Accounts receivable
|
|
|
6,861 |
|
Total current
assets
|
|
|
107,496 |
|
|
|
|
|
|
Fixed
assets
|
|
|
13,269 |
|
Less accumulated depreciation
|
|
|
(9,595 |
) |
Other
assets
|
|
|
2,759 |
|
|
|
|
6,433 |
|
|
|
|
|
|
Total
Assets
|
|
$ |
113,929 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
& STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Accounts payable
|
|
$ |
249 |
|
Accounts payable - related party
|
|
|
4,388 |
|
Note payable - related
party
|
|
|
34,201 |
|
Total current
liabilties
|
|
|
38,838 |
|
|
|
|
|
|
Total Liabilities
|
|
|
38,838 |
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
Preferred stock, $.10 par value;
|
|
|
|
|
1,000,000 shares authorized;
|
|
|
|
|
No shares issued & outstanding
|
|
|
- |
|
Common stock, $.001 par value;
|
|
|
|
|
50,000,000 shares authorized;
|
|
|
|
|
10,820,600 shares
|
|
|
|
|
issued & outstanding
|
|
|
10,821 |
|
Additional
paid in capital
|
|
|
179,811 |
|
Accumulated deficit
|
|
|
(115,541 |
) |
|
|
|
|
|
Total Stockholders' Equity
|
|
|
75,091 |
|
|
|
|
|
|
Total Liabilities and Stockholders' Equity
|
|
$ |
113,929 |
|
The
accompanying notes are an integral part of the financial
statements.
ART
DESIGN, INC.
STATEMENTS
OF OPERATIONS
(Unaudited)
|
|
Three
Months
|
|
|
Three
Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
Mar.
31, 2007
|
|
|
Mar.
31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
- net of returns
|
|
$ |
- |
|
|
$ |
5,694 |
|
Cost
of goods sold
|
|
|
|
|
|
|
4,388 |
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
- |
|
|
|
1,306 |
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Amortization
& depreciation
|
|
|
444 |
|
|
|
27 |
|
General
and administrative
|
|
|
11,132 |
|
|
|
22,492 |
|
|
|
|
11,576 |
|
|
|
22,519 |
|
|
|
|
|
|
|
|
|
|
Gain
(loss) from operations
|
|
|
(11,576 |
) |
|
|
(21,213 |
) |
|
|
|
|
|
|
|
|
|
Other
income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Income
(loss) before
|
|
|
|
|
|
|
|
|
provision
for income taxes
|
|
|
(11,576 |
) |
|
|
(21,213 |
) |
|
|
|
|
|
|
|
|
|
Provision
for income tax
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$ |
(11,576 |
) |
|
$ |
(21,213 |
) |
|
|
|
|
|
|
|
|
|
Net
income (loss) per share
|
|
|
|
|
|
|
|
|
(Basic
and fully diluted)
|
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
|
|
|
|
|
|
|
|
Weighted
average number of
|
|
|
|
|
|
|
|
|
common
shares outstanding
|
|
|
10,300,000 |
|
|
|
10,820,600 |
|
The
accompanying notes are an integral part of the financial
statements.
ART
DESIGN, INC.
STATEMENTS
OF CASH FLOWS
(Unaudited)
|
|
Three
Months
|
|
|
Three
Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
Mar.
31, 2007
|
|
|
Mar.
31, 2008
|
|
Cash
Flows From Operating Activities:
|
|
|
|
|
|
|
Net
income (loss)
|
|
$ |
(14,576 |
) |
|
$ |
(21,213 |
) |
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net loss to
|
|
|
|
|
|
|
|
|
net
cash provided by (used for)
|
|
|
|
|
|
|
|
|
operating
activities:
|
|
|
|
|
|
|
|
|
Amortization
& depreciation
|
|
|
444 |
|
|
|
27 |
|
Donated
services
|
|
|
3,000 |
|
|
|
|
|
Accounts
receivable
|
|
|
15,353 |
|
|
|
19,659 |
|
Accrued
payables - related party
|
|
|
(7,546 |
) |
|
|
(8,101 |
) |
Accrued
payables
|
|
|
|
|
|
|
(735 |
) |
Unearned
revenue
|
|
|
3,318 |
|
|
|
|
|
Other
|
|
|
|
|
|
|
(1,666 |
) |
Net cash provided by (used
for)
|
|
|
|
|
|
|
|
|
operating
activities
|
|
|
(7 |
) |
|
|
(12,029 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
Net
cash provided by (used for)
|
|
|
|
|
|
|
|
|
investing
activities
|
|
|
- |
|
|
|
- |
|
(Continued
On Following Page)
The
accompanying notes are an integral part of the financial
statements.
ART
DESIGN, INC.
STATEMENTS
OF CASH FLOWS
(Unaudited)
(Continued
From Previous Page)
|
|
Three
Months
|
|
|
Three
Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
Mar.
31, 2007
|
|
|
Mar.
31, 2008
|
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used
for)
|
|
|
|
|
|
|
financing
activities
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net
Increase (Decrease) In Cash
|
|
|
(7 |
) |
|
|
(12,029 |
) |
|
|
|
|
|
|
|
|
|
Cash
At The Beginning Of The Period
|
|
|
31,173 |
|
|
|
112,664 |
|
|
|
|
|
|
|
|
|
|
Cash
At The End Of The Period
|
|
$ |
31,166 |
|
|
$ |
100,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule Of Non-Cash
Investing And Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
2007 the Company recorded $16,646 in paid in capital from related party
debt relief.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Supplemental
Disclosure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$ |
- |
|
|
$ |
- |
|
Cash
paid for income taxes
|
|
$ |
- |
|
|
$ |
- |
|
The
accompanying notes are an integral part of the financial
statements.
ART
DESIGN, INC.
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:
Art
Design, Inc. (the “Company”), was incorporated in the State of Colorado on
January 16, 2002. The Company sells art work and interior decorating to
professional and business offices.
Basis of
Presentation
The
accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and do not include all of the information
and disclosures required by generally accepted accounting principles for
complete financial statements. All adjustments which are, in the opinion of
management, necessary for a fair presentation of the results of operations for
the interim periods have been made and are of a recurring nature unless
otherwise disclosed herein. The results of operations for such interim periods
are not necessarily indicative of operations for a full year.
Cash and cash
equivalents
The
Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.
Accounts
receivable
The
Company reviews accounts receivable periodically for collectability and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed necessary. At March 31, 2008 the Company had no balance in its allowance
for doubtful accounts.
Property and
equipment
Property
and equipment are recorded at cost and depreciated under accelerated methods
over each item's estimated useful life, which is five years for vehicles,
computers and other items.
Revenue
recognition
Revenue
is recognized on an accrual basis after services have been performed under
contract terms, the event price to the client is fixed or determinable, and
collectibility is reasonably assured. Standard contract policy calls for partial
payment up front with balance due upon receipt of final
billing.
ART
DESIGN, INC.
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect 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 revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Income
tax
The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. 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. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
Net income (loss) per
share
The net
income (loss) per share is computed by dividing the net income (loss) by the
weighted average number of shares of common outstanding. Warrants, stock
options, and common stock issuable upon the conversion of the Company's
preferred stock (if any), are not included in the computation if the effect
would be anti-dilutive and would increase the earnings or decrease loss per
share.
Financial
Instruments
The
carrying value of the Company’s financial instruments, including cash and cash
equivalents and accrued payables, as reported in the accompanying balance sheet,
approximates fair value.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF
OPERATION
The
following discussion of our financial condition and results of operations should
be read in conjunction with, and is qualified in its entirety by, the
consolidated financial statements and notes thereto included in, Item 1 in this
Quarterly Report on Form 10-QSB. This item contains forward-looking statements
that involve risks and uncertainties. Actual results may differ materially from
those indicated in such forward-looking statements.
Forward-Looking
Statements
This Quarterly Report on Form 10-QSB and the documents
incorporated herein by reference contain forward-looking
statements Such forward-looking statements are based on current
expectations, estimates, and projections about our industry, management beliefs,
and certain assumptions made by our management. Words such as
“anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”,
variations of such words, and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties, and
assumptions that are difficult to predict; therefore, actual results may differ
materially from those expressed or forecasted in any such forward-looking
statements. Unless required by law, we undertake no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events, or otherwise. However, readers should
carefully review the risk factors set forth herein and in other reports and
documents that we file from time to time with the Securities and Exchange
Commission, particularly the Annual Reports on Form 10-KSB, Quarterly reports on
Form 10-QSB and any Current Reports on Form 8-K.
Overview
and History
Art
Design, Inc. was incorporated in the State of Colorado on January 16, 2002. We
are a provider of custom framed artwork, accessories and interior design
consulting. We market and sell our products and services to commercial and
professional business offices, along with residential clients. We believe we
have developed a presence in the State of Colorado for creating custom framed
mirrors, art, and design furnishings.
On June
18, 2007 we closed our public offering. We sold a total of 520,600 shares at a
price of $.25 per share, for a total of $130,150.
In
January, 2008, we incorporated our wholly-owned subsidiary, Art Dimensions,
Inc., a Colorado corporation.
Our
headquarters are located at 3636 S. Jason, Englewood, Colorado 80113. Our
phone number at our headquarters is (303) 781-7280. Our fiscal year end is
December 31.
We have
not been subject to any bankruptcy, receivership or similar
proceeding.
Results
of Operations
The
following discussion involves our results of operations for the quarters ending
March 31, 2008 and March 31, 2007.
Comparing
our operations, we had $5,694 in sales-net of returns for the three months ended
March 31, 2008. This compares with no sales-net of returns for the three months
ended March 31, 2007.
Our costs
of goods for the three months ended March 31, 2008 was $4,388.Our costs of goods
for the three months ended March 31, 2007 was $-0-.. Costs of goods sold include
all direct costs incurred in selling products. We do not separate sales of
different product lines into operating segments.
The
difference between total sales-net of returns and costs of goods is gross
profit. Our gross profit for the three months ended March 31, 2008 was $1,306.
This compares with gross profit for the fiscal year ended March 31, 2007 of
$-0-..
Operating
expenses, which includes depreciation and general and administrative expenses
for the three months ended March 31, 2008 was $22,519. This compares to
operating expenses for the three months ended March 31, 2007 of $11,576. The
major component of operating expenses was general and administrative
expenses.
We
believe that operating expenses in current operations should remain fairly
constant as product sales and consulting services improve. Each additional sale
or service and correspondingly the gross profit of such sale or service have
minimal offsetting operating expenses. Thus, additional sales could become
profit at a higher return on sales rate as a result of not needing to expand
operating expenses at the same pace.
We had a
net loss of $21,213 for the three months ended March 31, 2008. This compares
with a net loss of $11,576 for the three months ended March 31,
2007.
Based
upon our current plans, we have adjusted our operating expenses so that cash
generated from operations and from working capital is expected to be sufficient
for the foreseeable future to fund our operations at our currently forecasted
levels. This has not always been the case, since we have had a history of
losses. To try to operate at a break-even level based upon our current level of
anticipated business activity, we believe that we must generate approximately
$36,000 in revenue per year. However, if our forecasts are inaccurate, we will
need to raise additional funds. On the other hand, we may choose to scale back
our operations to operate at break-even with a smaller level of business
activity, while adjusting our overhead to meet the revenue from current
operations. In addition, we expect that we will need to raise additional funds
if we decide to pursue more rapid expansion, the development of new or enhanced
services and products, appropriate responses to competitive pressures, or the
acquisition of complementary businesses or technologies, or if we must respond
to unanticipated events that require us to make additional investments. We
cannot assure that additional financing will be available when needed on
favorable terms, or at all.
We have a
history of losses. Furthermore, our losses may continue into the future. We have
never had a profitable fiscal year, including the fiscal year ended December 31,
2007.
Our
ability to achieve and maintain profitability and positive cash flow is
dependent upon our ability to locate clients who will purchase our products and
use our services and our ability to generate revenues.
We expect
to incur operating losses in future periods because we will be incurring
expenses and not generating sufficient revenues. We expect approximately $33,000
in operating costs over the next three months. We cannot guarantee that we will
be successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues or
additional financing when needed could cause us to go out of
business
Liquidity
and Capital Resources
As of
March 31, 2008, we had cash or cash equivalents of $100,635, compared to $31,166
as of March 31, 2007.
Net cash
used for operating activities was $12,029 for the period ended March 31, 2008,
compared to cash used for operating activities of $7 for the period ended March
31, 2007. We anticipate that overhead costs in current operations will remain
fairly constant as sales improve.
Cash
flows used or provided by investing activities were $-0-for both
periods.
Cash
flows used or provided by financing activities were $-0-for both
periods.
We
believe that our recent public offering will provide sufficient capital in the
short term for our current level of operations. This is because we believe that
we can attract sufficient additional product sales and services within our
present organizational structure and resources to become profitable in our
operations. Additional resources will be needed to expand into additional
locations, which we have no plans to do at this time.
Otherwise,
we do not anticipate needing to raise additional capital resources in the next
three months.
Until
current operations become cash flow positive, our officers and directors may be
required to fund the operations to continue the business. Other than our cash,
at this time we have no other resources on which to get funds if needed without
their assistance.
Our
principle source of liquidity is our operations. Our variation in revenues is
based upon the level of our sales activity and will account for the difference
between a profit and a loss. Also business activity is closely tied to the
economy of Denver and the U.S. economy. A slow down in interior design work will
have a negative impact to our business. In any case, we try to operate with
minimal overhead. Our primary activity will be to seek to expand the interior
design projects and, consequently, our sales. If we succeed in expanding our
client base and generating sufficient sales, we will become profitable. We
cannot guarantee that this will ever occur. Our plan is to build our company in
any manner which will be successful.
Plan
of Operation
Our plan
for the twelve months immediately is to operate at a profit or at break even.
Our plan is to attract sufficient additional product sales and services within
our present organizational structure and resources to become profitable in our
operations.
Currently,
we are conducting business in only one location in the Denver Metropolitan area.
We have no plans to expand into other locations or areas. The timing of the
completion of the milestones needed to become profitable are not directly
dependent on the success of our recent public offering. We believe that we can
achieve profitability as we are presently organized with sufficient
business.
Other
than the shares offered by this prospectus no other source of capital has been
identified or sought.
If we are
not successful in our operations we will be faced with several
options:
|
1.
|
Cease
operations and go out of business;
|
|
2.
|
Continue
to seek alternative and acceptable sources of
capital;
|
|
3.
|
Bring
in additional capital that may result in a change of control;
or
|
|
4.
|
Identify
a candidate for acquisition that seeks access to the public marketplace
and its financing sources.
|
Currently,
we have sufficient capital to implement our proposed business operations or to
sustain them for the next three months. If we can become profitable, we could
operate at our present level indefinitely.
With the
proceeds of our recent public offering, we believe that we can adjust our sales
and expenses to operate for at least one year before we become profitable or go
out of business.
To date,
we have never had any discussions with any possible acquisition candidate.
However, if we cannot operate our business in a profitable manner, we may seek
other opportunities, including, but not limited to, one or more
acquisitions.
Proposed
Milestones to Implement Business Operations
At the
present time, we are operating from one location in the Denver Metropolitan
area. Our plan is to make our operation profitable by the end of our next fiscal
year. We estimate that we must generate approximately $3,000 in sales per month
to be profitable.
We
believe that we can be profitable or at break even by the end of the current
fiscal year, assuming sufficient sales. Based upon our current plans, we have
adjusted our operating expenses so that cash generated from operations and from
working capital financing is expected to be sufficient for the foreseeable
future to fund our operations at our currently forecasted levels. This has not
always been the case, since we have had a history of losses. To try to operate
at a break-even level based upon our current level of anticipated business
activity, we believe that we must generate approximately $36,000 in revenue per
year. However, if our forecasts are inaccurate, we will need to raise additional
funds. On the other hand, we may choose to scale back our operations to operate
at break-even with a smaller level of business activity, while adjusting our
overhead to meet the revenue from current operations. In addition, we expect
that we will need to raise additional funds if we decide to pursue more rapid
expansion, the development of new or enhanced services and products, appropriate
responses to competitive pressures, or the acquisition of complementary
businesses or technologies, or if we must respond to unanticipated events that
require us to make additional investments. We cannot assure that additional
financing will be available when needed on favorable terms, or at
all.
We expect
to incur operating losses in future periods because we will be incurring
expenses and not generating sufficient revenues. We expect approximately $33,000
in operating costs over the next three months. We cannot guarantee that we will
be successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues or
additional financing when needed could cause us to go out of
business
No
commitments to provide additional funds have been made by management or current
shareholders. There is no assurance that additional funds will be made available
to us on terms that will be acceptable, or at all, if and when needed. We expect
to continue to generate and increase sales, but there can be no assurance we
will generate sales sufficient to continue operations or to expand.
We also
are planning to rely on the possibility of referrals from clients and will
strive to satisfy our clients. We believe that referrals will be an effective
form of advertising because of the quality of service that we bring to clients.
We believe that satisfied clients will bring more and repeat
clients.
In the
next 12 months, we do not intend to spend any funds on research and development
and do not intend to purchase any large equipment.
Critical
Accounting Policies
We have
identified the following policies below as critical to our business and results
of operations. For further discussion on the application of these and other
accounting policies, see Note 1 to the accompanying audited financial statements
for the year ended March 31, 2008, included elsewhere in this Prospectus. Our
reported results are impacted by the application of the following accounting
policies, certain of which require management to make subjective or complex
judgments. These judgments involve making estimates about the effect of matters
that are inherently uncertain and may significantly impact quarterly or annual
results of operations. For all of these policies, management cautions that
future events rarely develop exactly as expected, and the best estimates
routinely require adjustment. Specific risks associated with these critical
accounting policies are described in the following paragraphs.
Use
of Estimates in the Preparation of Financial Statements
The
preparation of financial 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 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.
Recently
Issued Accounting Pronouncements
We do not
expect the adoption of any recently issued accounting pronouncements to have a
significant impact on our net results of operations, financial position, or cash
flows.
Seasonality
We do not
expect our sales to be impacted by seasonal demands for our products and
services.
Trends
There are
no known trends, events or uncertainties that have had or that are reasonably
expected to have a material impact on the net sales or revenues or income from
our proposed operations. Our management has not made any commitments, which will
require any material financial resources.
ITEM
3. CONTROLS AND PROCEDURES
As of the
end of the period covered by this report, based on an evaluation of our
disclosure controls and procedures (as defined in Rules 13a -15(e) and
15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief
Financial Officer has concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in our
Exchange Act reports is recorded, processed, summarized, and reported within the
applicable time periods specified by the SEC’s rules and forms.
There
were no changes in our internal controls over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
There are no
legal proceedings, to which we are a party, which could have a material adverse
effect on our business, financial condition or operating results.
ITEM
2. CHANGES IN SECURITIES
None
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
Exhibit
Number
|
Description
|
3.1*
|
Articles
of Incorporation
|
3.2*
|
Amended
and Restated Articles of Incorporation
|
3.3*
|
Bylaws
|
21.1 |
Subsidiaries
|
31.1
|
Certification
of CEO/CFO pursuant to Sec. 302
|
32.1
|
Certification
of CEO/CFO pursuant to Sec. 906
|
*
Previously filed with Form SB-2 Registration Statement, July 25,
2006.
Reports on Form
8-K
We filed
no under cover of Form 8K for the fiscal quarter ended March 31,
2008.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized on May 13, 2008.
|
|
Art
Design, Inc.
|
|
By:
|
/s/
Kathy Sheehan
|
|
|
Kathy
Sheehan, President and Chief Executive and Financial
Officer
|
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