þ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
Delaware (State or other jurisdiction of incorporation or organization) |
13-3926203 (IRS Employer Identification No.) |
ASSETS |
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CURRENT ASSETS: |
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Cash |
$ | | ||
TOTAL CURRENT ASSETS |
| |||
ASSETS FROM DISCONTINUED OPERATIONS |
6,392 | |||
$ | 6,392 | |||
LIABILITIES AND STOCKHOLDERS DEFICIT |
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CURRENT LIABILITIES: |
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Accounts payable and accrued expenses |
$ | 5,000 | ||
Due to related parties |
83,900 | |||
TOTAL CURRENT LIABILITIES |
88,900 | |||
LIABILITIES FROM DISCONTINUED OPERATIONS |
106,247 | |||
STOCKHOLDERS DEFICIT: |
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Preferred stock, $.0001 par value;
authorized 1,000,000 shares; issued and
outstanding -0- shares |
| |||
Common stock, $.0001 par value;
authorized 50,000,000 shares; issued and
outstanding 3,414,000 shares |
341 | |||
Additional paid-in capital |
223,812 | |||
Accumulated deficit |
(412,908 | ) | ||
TOTAL STOCKHOLDERS DEFICIT |
(188,755 | ) | ||
$ | 6,392 | |||
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For the Three Months Ended March 31, | ||||||||
2007 | 2006 | |||||||
REVENUES |
$ | | $ | | ||||
OPERATING EXPENSES: |
||||||||
Professional fees |
38,192 | 6,800 | ||||||
Taxes |
100 | 100 | ||||||
TOTAL OPERATING EXPENSES |
38,292 | 6,900 | ||||||
LOSS FROM CONTINUING OPERATIONS |
(38,292 | ) | (6,900 | ) | ||||
(LOSS) GAIN FROM DISCONTINUED OPERATIONS |
(10,223 | ) | 10,728 | |||||
NET INCOME (LOSS) |
$ | (48,515 | ) | $ | 3,828 | |||
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE: |
||||||||
Continuing operations |
$ | (0.01 | ) | $ | (0.00 | ) | ||
Discontinued operations |
$ | (0.00 | ) | $ | 0.00 | |||
TOTAL NET INCOME (LOSS) PER SHARE |
$ | (0.01 | ) | $ | 0.00 | |||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING |
||||||||
Basic and Diluted |
3,414,000 | 3,080,000 | ||||||
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For the Three Months Ended March 31, | ||||||||
2007 | 2006 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net loss from continuing operations |
$ | (38,292 | ) | $ | (6,900 | ) | ||
Adjustments to reconcile net loss to net cash used in
operating activities: |
||||||||
(Loss) gain from discontinued operations |
(13,115 | ) | 10,728 | |||||
Changes in assets and liabilities: |
||||||||
Accounts payable |
500 | (3,896 | ) | |||||
TOTAL ADJUSTMENTS |
(12,615 | ) | 6,832 | |||||
NET CASH USED IN OPERATING ACTIVITIES |
(50,907 | ) | (68 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Cash overdraft |
| 68 | ||||||
Capital contribution |
50,000 | | ||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES |
50,000 | 68 | ||||||
NET INCREASE IN CASH |
(907 | ) | | |||||
CASH, BEGINNING OF PERIOD |
907 | | ||||||
CASH, END OF PERIOD |
$ | | $ | | ||||
Cash paid for: |
||||||||
Interest |
$ | | $ | | ||||
Taxes |
$ | 100 | $ | 100 | ||||
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A. | Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reporting amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. | ||
B. | Cash and cash equivalentsThe Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. | ||
C. | Fair value of financial instrumentsThe carrying amounts reported in the balance sheet for accounts payable, accrued expenses, and due to related parties approximate fair value based on the short-term maturity of these instruments. | ||
D. | Income taxesIncome taxes are accounted for in accordance with the provisions of SFAS No. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but no less than quarterly. | ||
E. | Basic and diluted loss per shareBasic and diluted loss per share is based on the weighted average number of common shares and common share equivalents outstanding. | ||
F. | New Accounting Pronouncements In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (Statement 157), which addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under generally accepted accounting principles. Statement 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. Statement 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and should be applied prospectively, except in the case of a limited number of financial instruments that require retrospective application. We are currently evaluating the potential impact of Statement 157 on our financial statements. We do not expect the impact will be material. |
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In December 2006, the FASB approved FASB Staff Position (FSP) No. EITF 00-19-2, Accounting for Registration Payment Arrangements (FSP EITF 00-19-2), which specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with SFAS No. 5, Accounting for Contingencies. FSP EITF 00-19-2 also requires additional disclosure regarding the nature of any registration payment arrangements, alternative settlement methods, the maximum potential amount of consideration and the current carrying amount of the liability, if any. The guidance in FSP EITF 00-19-2 amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, and FASB Interpretation No. 45, Guarantors Accounting and Disclosure requirement for Guarantees, Including Indirect Guarantees of Indebtedness of Others, to include scope exceptions for registration payment arrangements. FSP EITF 00-19-2 is effective immediately for registration payment arrangements and the financial instruments subject to those arrangements that are entered into or modified subsequent to the issuance date of this FSP, or for financial statements issued for fiscal years beginning after December 15, 2006, and interim periods within those fiscal years, for registration payment arrangements entered into prior to the issuance date of this FSP. We are currently evaluating the potential impact of FSP EITF 00-19-2 on our financial statements. We do not expect the impact will be material. | ||
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-including an amendment of FAS 115 (Statement 159). Statement 159 allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that items fair value in subsequent reporting periods must be recognized in current earnings. Statement 159 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the potential impact of Statement 159 on our financial statements. We do not expect the impact will be material. | ||
NOTE 4
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STOCKHOLDERSDEFICIT | |
In March 2007, there was a capital contribution of $50,000 from a stockholder. |
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NOTE 5
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DUE TO RELATED PARTIES | |
This amount was forgiven subsequent to March 31, 2007 and accordingly the whole amount will be offset against additional paid-in capital in the second quarter of 2007. |
NOTE 6
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SUBSEQUENT EVENT | |
On April 12, 2007, Post Tension of Nevada, a Nevada corporation, entered into a definitive Agreement and Plan of Merger with the Company. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, PTNV Acquisition Corp, a Florida corporation and a wholly-owned subsidiary of the Company will merge with and into PTNV (the Merger). As a result of the Merger, PTNV will become a wholly-owned subsidiary of the Company. | ||
Also as a result of the Merger each outstanding share of PTNV common stock will be converted into the right to receive 10,160.064 shares of Magic common stock as set forth in the Merger Agreement. Under the terms of the Merger Agreement at closing, Magic will issue, and the Company stockholders will receive in a tax-free exchange, shares of Magic common stock such that the Company stockholders will control greater then a majority of the issued and outstanding shares of Magic. Consummation of the Merger is subject to customary closing conditions, including state regulatory filings and issuance of Magic common stock | ||
Post-Tension of Nevada, a Henderson Nevada based company, provides post-tension components and systems that reinforce concrete construction for the residential and commercial markets of the western United States. The Company is 20 years old and management believes the Company is one of the largest domestically owned post tension companies. | ||
The Company provides both full service and freight-on-board components. The full-service business accounts for 90% of the revenues. Before concrete slab (slab-on-ground or SOG) foundations are poured, the company installs the post-tension system. After the foundation is poured, with the system in place, when the proper psi is achieved, the post-tension cables are then tensioned to thirty-three thousand pounds each tendon. This creates a stronger base that eliminates unwanted expansion movement and settling that can otherwise damage interior and exterior walls. Post tension designs disperse the load throughout the slab, not only on perimeter or load-bearing walls. |
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On April 12, 2007, Post Tension of Nevada, a Nevada corporation (the Company), entered into a definitive Agreement and Plan of Merger (the Merger Agreement) with Magic Communications, Inc., a Delaware corporation (Magic). Following the Merger, Illusions, LLC, a Florida limited liability company, controlled by Stephen Rogers, Magics President, Chief Executive Officer and a Director, assumed all the assets of Magic and almost all the liabilities of Magic, as such existed immediately prior to the Merger. | ||
As a consequence of the Merger, Stephen D. Rogers and Maureen Rogers have resigned as officers and directors, effective ten (10) days from the Closing of the Merger Agreement. John Hohman, Ed Hohman and Kelly T. Hickel were appointed to the Board of Directors, effective ten (10) days from the Closing of the Merger Agreement. In addition, Stephen D. Rogers and Maureen Rogers may designate two additional members to the Board of Directors. | ||
As a consequence of the reverse merger transaction, Ed Hohman shall be appointed as President; John Hohman shall be appointed as Chief Operating Officer, Kelly T. Hickel as acting Chief Financial Officer and Secretary, and Sabatha Golay shall be appointed as Treasurer. |
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31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. | ||
31.2 | Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. | ||
32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. | ||
32.2 | Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. |
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Magic Communications, Inc. (Registrant) |
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By: | /s/ Stephen D. Rogers | |||
Stephen D. Rogers, Chief Executive Officer | ||||
and Chief Accounting Officer |
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Exhibit No. | Description | |
31.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. | |
31.2
|
Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. | |
32.1
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. | |
32.2
|
Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. |
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