U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended February 29, 2012
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to _____________
Commission File No. 333-170091
GLOBAL LINES INC.
(Exact name of registrant as specified in its charter)
NEVADA 4700 99-0367049
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)
16400 Collins Avenue unit 2142
Sunny Isles Beach FL 33160
954-889-7573
(Address and telephone number of principal executive offices)
Indicate by checkmark whether the issuer: (1) has 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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the
Preceding Five Years.
N/A
Indicate by checkmark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
Yes[ ] No[ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most practicable date:
Class Outstanding as of February 29, 2012
----- -----------------------------------
Common Stock, $0.001 5,000,000
PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 3
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Item 4. Controls and Procedures 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Mine Safety Disclosures 12
Item 5. Other Information 12
Item 6. Exhibits 12
Signatures 13
2
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GLOBAL LINES INC.
(A Development Stage Company)
Condensed Balance Sheets
February 29, August 31,
2012 2011
-------- --------
(unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 351 $ 4,588
-------- --------
Total current assets 351 4,588
-------- --------
Property and Equipment
Property and equipment - net 11,086 0
-------- --------
Total Assets $ 11,437 $ 4,588
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable $ 8,000 $ 0
Notes payable-related parties 6,604 604
-------- --------
Total Liabilities 14,604 604
-------- --------
Stockholders' Equity
Common stock, par value $0.001; 75,000,000 shares authorized,
5,000,000 and 4,500,000 shares issued and outstanding, respectively 5,000 4,500
Deficit accumulated during the development stage (8,167) (516)
-------- --------
Total Stockholders' Equity (3,167) 3,984
-------- --------
Total Liabilities and Stockholders' Equity (Deficit) $ 11,437 $ 4,588
======== ========
The accompanying notes are an integral part of these
condensed financial statements.
3
GLOBAL LINES INC.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
For the
period from
For the three For the six June 6, 2011
months ended months ended (Inception) to
February 29, February 29, February 29,
2012 2012 2012
---------- ---------- ----------
REVENUES $ 0 $ 0 $ 0
---------- ---------- ----------
OPERATING EXPENSES
Professional fees 1,560 6,560 6,560
General and administrative expenses 91 177 693
Depreciation expense 598 914 914
---------- ---------- ----------
TOTAL OPERATING EXPENSES 2,249 7,651 8,167
---------- ---------- ----------
NET LOSS FROM OPERATIONS (2,249) (7,651) (8,167)
PROVISION FOR INCOME TAXES 0 0 0
---------- ---------- ----------
NET LOSS $ (2,249) $ (7,651) $ (8,167)
========== ========== ==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 4,956,044 4,978,022
========== ==========
The accompanying notes are an integral part of these
condensed financial statements.
4
GLOBAL LINES INC.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
For the
period from
For the six June 6, 2011
months ended (Inception) to
February 29, February 29,
2012 2012
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (7,651) $ (8,167)
Adjustments to reconcile net loss to net
cash used for operating activities:
Depreciation expenses 914 914
Expenses paid on Company's behalf by related paries 0 504
-------- --------
NET CASH FLOWS USED IN OPERATING ACTIVITIES (6,737) (6,749)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS USED IN INVESTING ACTIVITIES 4,000 4,000
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 500 5,000
Loans from director 6,000 6,100
-------- --------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 6,500 11,100
-------- --------
NET INCREASE (DECREASE) IN CASH (4,237) 351
Cash, beginning of period 4,588 0
-------- --------
CASH, END OF PERIOD $ 351 $ 351
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 0 $ 0
======== ========
Cash paid for income taxes $ 0 $ 0
======== ========
Schedule of Non-Cash Investing And Financing Activities:
Note payable issued for purchase of fixed assets
The accompanying notes are an integral part of these
condensed financial statements.
5
GLOBAL LINES INC.
(A Development Stage Company)
Notes to the Condensed Financial Statements
February 29, 2012 and August 31, 2011
(Unaudited)
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Global Lines, Inc. (the "Company") was incorporated under the laws of the State
of Nevada on June 6, 2011. We are a development stage company that is involved
in a limousine service. Global lines Inc. will be actively engaged in providing
chauffeuring and transportation services to residents within its local Florida
market.
NOTE 2 - CONDENSED FINANCIAL STATEMENTS
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 February 29, 2012, and for all periods
presented herein, have been made.
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 August 31, 2011
audited financial statements. The results of operations for the period ended
February 29, 2012 are not necessarily indicative of the operating results for
the full year.
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
Recent Accounting Pronouncements
Global Lines Inc. 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.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $4,588 of cash
as of August 31, 2011 and $351 of cash as of February 29, 2012.
Use of Estimates
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 amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
6
GLOBAL LINES INC.
(A Development Stage Company)
Notes to the Condensed Financial Statements
February 29, 2012 and August 31, 2011
(Unaudited)
NOTE 4 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of February
29, 2012. The Company currently has limited working capital, and has not
completed its efforts to establish a stabilized source of revenues sufficient to
cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses. The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
NOTE 5 - PROPERTY AND EQUIPMENT
The company paid a deposit for a vehicle in the amount of $4,000. The remainder
of $8,000 is due by the maturity date of the note at February 29, 2012. The
total purchase price for the vehicle is $12,000. The following is a summary of
property and equipment at February 29, 2012 and August 31, 2011:
February 29, 2012 August 31, 2011
----------------- ---------------
Vehicles $ 12,000 $ --
Gross Property and Equipment 12,000 --
Less: accumulated depreciation (914) --
-------- --------
Net Property and Equipment $ 11,086 $ --
======== ========
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company owed $604 to a director of the Company as of August 31, 2011. During
the six month period ended February 29, 2012, the Company borrowed an additional
$6,000 in cash from the same director, leaving a balance due of $6,604 as of
February 29, 2012. The amounts are due on demand, are non-interest bearing and
are unsecured.
NOTE 7 - COMMON STOCK
The Company has 75,000,000 authorized shares of $0.001 par value common stock.
As of February 29, 2012, and August 31, 2011, the Company had 5,000,000 and
4,500,000 shares of common stock issued and outstanding, respectively.
On August 29, 2011, the Company issued 4,500,000 shares of common stock for cash
proceeds of $4,500 at $0.001 per share. On September 12, 2011, the Company
issued 500,000 shares of common stock for cash proceeds of $500 at $0.001 per
share.
NOTE 8 - SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent
from February 29, 2012 through the date these financial statements were issued,
and has determined there are no material subsequent events to disclose in these
financial statements.
7
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
GENERAL
We were incorporated in the State of Nevada on June 6, 2011. We are involved the
chauffeured transportation business. Global lines Inc. will be providing
chauffeuring and transportation services to residents within its local market.
We will primarily provide transportation services such as private school student
transport, sightseeing trips, and elderly transportation. We will also offer
transportation to the airport and special event such as proms and weddings. We
plan to serve a repeat clientele who demand--and can afford--reliable, secure
service from drivers with detailed knowledge of the area. We have not generated
any revenues to date. We have executed an agreement with "Super Limousines",
developed our business plan and paid deposit of $4,000 on one car to be used for
Limosine Service. Since inception through February 29, 2012, the Company has not
generated any revenue and has accumulated losses of $8,167.
LIMOUSINE SERVICE
The customer needs in the limousine transportation market are quite diverse.
Corporate and airport transfer clients are mostly interested in reliable and
fast service. For these clients, limousine services save time and add
convenience compared to using public transportation or personal vehicles. Prom
and bachelor party clients are more interested in the social status associated
with the limousine service; however, this segment is less loyal and shops around
for the best value. At the same time, wedding and funeral transportation
clients, who also seek the emotional benefits of using a limousine service, may
be less price sensitive than other segments. Further, the sightseeing segment,
which is currently underserved, does not only need spacious and comfortable
accommodation during the trip, but also benefits from a driver who is very
familiar with the area and who can serve as a guide as well. Global Lines Inc.
will concentrate in the areas of private school student transport, sightseeing
trips, and elderly transportation. We believe that these markets have higher
margins and are less price sensitive. According to www.localschooldirectory.com,
Ft Lauderdale has 33 private schools with 32000 students. According to
www.broward.org, Ft Lauderdale airport traffic (December-June 2010) is
10,367,009 passengers--potential clients for the sightseeing service. There are
150 assisted living facilities in the area--potential clients for elderly
transportation service.
INDUSTRY STATISTICS:
The latest LCT (limousine, charter and tours) Fact Book (http://www.lctmag.com)
statistics:
8
PROFITS: The average overall percentage profit margin for chauffeured
transportation companies in 2010: 17%, up from 15% in 2009. Small chauffeured
transportation companies recorded an average profit margin of: 21% in 2010,
compared to 18% for 2009.
FLEET VEHICLES: Median number of vehicles in fleet as of 1Q 2011: 8
WAGES: Average hourly wages for Chauffeurs: $13.92
TOP 5 BEST BUSINESS CLIMATES:
1. South Dakota
2. Alaska
3. Wyoming
4. Nevada
5. Florida
AGREEMENT
We have executed an agreement with "Super Limousines" under which, Super
Limousines agrees to provide work to Global Lines Inc., collect payment from
customers and provide payment to Global Lines Inc. for performed services The
consideration fee shall be calculated as ten per cent (10%) of the net value of
transportation services sold by the "Super limousines" to customer and performed
by Global Lines Inc. Either party may terminate this agreement at any time by
giving the other party ten (10) days prior written notice.
PRICING
Average hourly cost to hire Limousine in South Florida is $60 (July 2011). We
plan to price our service approximately at the same rate.
RESULTS OF OPERATION
Our financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation. We expect we
will require additional capital to meet our long term operating requirements. We
expect to raise additional capital through, among other things, the sale of
equity or debt securities.
THREE MONTHS PERIOD ENDED FEBRUARY 29, 2012
Our net loss for the three months period ended February 29, 2012 was $2,249.
During the three months periods ended February 29, 2012 we have not generated
any revenue.
During the three months period ended February 29, 2012, our operating expenses
were general and administrative expenses $91, professional fees of $1,560 and
depreciation expenses $598. The weighted average number of shares outstanding
was 4,956,044 for the three months period ended February 29, 2012.
LIQUIDITY AND CAPITAL RESOURCES
THREE MONTHS PERIOD ENDED FEBRUARY 29, 2012
As at February 29, 2012, our total assets were $11,437 compared to $4,588 in
total assets at August 31, 2011. Total assets were comprised of $351 in cash. As
at, our current liabilities were $0.
9
Stockholders' equity was $(3,167) as of February 29, 2012 compared to
stockholders' equity of $3,984 as of August 31, 2011.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the
three months period ended February 29, 2012, net cash flows used in operating
activities was $(6,737). For the period from inception (June 6, 2011) to
February 29, 2012, net cash from operating activities was $(6,749).
CASH FLOWS FROM INVESTING ACTIVITIES
For the three months period ended February 29, 2012, the Company generated
$4,000 cash flow.
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements or the
issuance of equity. For the three month period ended February 29, 2012, net cash
provided by financing activities was $6,500. For the period from inception (June
6, 2011) to February 29, 2012, net cash provided by financing activities was
$11,100 received from proceeds from issuance of common stock.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.
Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our operations over the next three
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity and debt instruments. In connection with our
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) acquisition of inventory; (ii)
developmental expenses associated with a start-up business; and (iii) marketing
expenses. We intend to finance these expenses with further issuances of
securities, and debt issuances. Thereafter, we expect we will need to raise
additional capital and generate revenues to meet long-term operating
requirements. Additional issuances of equity or convertible debt securities will
result in dilution to our current shareholders. Further, such securities might
have rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations. We
will have to raise additional funds in the next twelve months in order to
sustain and expand our operations. We currently do not have a specific plan of
how we will obtain such funding; however, we anticipate that additional funding
will be in the form of equity financing from the sale of our common stock. We
have and will continue to seek to obtain short-term loans from our directors,
although no future arrangement for additional loans has been made. We do not
have any agreements with our directors concerning these loans. We do not have
any arrangements in place for any future equity financing.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.
10
GOING CONCERN
The independent auditors' review report accompanying our February 29, 2012
financial statements contained an explanatory paragraph expressing substantial
doubt about our ability to continue as a going concern. The financial statements
have been prepared "assuming that we will continue as a going concern," which
contemplates that we will realize our assets and satisfy our liabilities and
commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No report required.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
An evaluation was conducted under the supervision and with the participation of
our management of the effectiveness of the design and operation of our
disclosure controls and procedures as of February 29, 2012. Based on that
evaluation, our management concluded that our disclosure controls and procedures
were not effective as of such date to ensure that information required to be
disclosed in the reports that we file or submit under the Exchange Act, is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms. Such officer also confirmed that there was no change in
our internal control over financial reporting during the three-month period
ended February 29, 2012 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this Quarterly Report, no director, officer or affiliate is (i) a
party adverse to us in any legal proceeding, or (ii) has an adverse interest to
us in any legal proceedings. Management is not aware of any other legal
proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
No report required.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange
Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange
Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b)
or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes- Oxley Act of 2002.
101 Interactive Data Files pursuant to Rule 405 of Regulation S-T.
12
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GLOBAL LINES INC.
Dated: June 18, 2012 By: /s/ Sergejs Belkovs
------------------------------
Sergejs Belkovs, President and
Chief Executive Officer and
Chief Financial Officer
13