UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10–Q
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x
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
quarterly period ended June 30,
2010
or
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¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
transition period from ____________ to ________________
Commission
file number 000-52089
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DESIGN SOURCE, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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36-4528166
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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100 Europa Drive, Suite 455, Chapel Hill, North
Carolina 27517
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(Address
of principal executive offices)
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(919) 933-2720
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(Registrant’s
telephone number, including area
code)
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Indicate
by check mark whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, 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 (§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 ¨ No ¨
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
One):
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Large accelerated
filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting
company x
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|||
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(Do
not check if a smaller
reporting
company)
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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
August 11, 2010 there were 11,218,457 shares of the issuer’s common stock, par
value $0.00001, outstanding.
DESIGN
SOURCE, INC.
FORM
10-Q
FOR
THE QUARTERLY PERIOD ENDED JUNE 30, 2010
TABLE
OF CONTENTS
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PAGE
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PART
I - FINANCIAL INFORMATION
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Item
1.
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Financial
Statements
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3
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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13
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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14
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Item
4T.
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Controls
and Procedures
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15
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PART
II - OTHER INFORMATION
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Item
1.
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Legal
Proceedings
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15
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Item
1A.
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Risk
Factors
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15
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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15
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Item
3.
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Defaults
Upon Senior Securities
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15
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Item
4.
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(Removed
and Reserved)
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16
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Item
5.
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Other
Information
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16
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Item
6.
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Exhibits
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16
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SIGNATURES
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17
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2
PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL
STATEMENTS
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Balance
Sheets as of June 30, 2010 and March 31, 2010 (Unaudited)
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4
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Statements
of Operations for the three months ended June 30, 2010 and June 30, 2009
and for the period from April 2, 2003 (Inception) through June 30, 2010
(Unaudited)
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5
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Statements
of Cash Flows for the three months ended June 30, 2010 and June 30, 2009
and for the period from April 2, 2003 (Inception) through June 30, 2010
(Unaudited)
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6
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Notes
to Financial Statements (Unaudited)
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7
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3
DESIGN
SOURCE, INC.
(A
Development Stage Company)
BALANCE
SHEETS
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June
30,
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March
31,
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|||||||
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2010
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2010
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(Unaudited)
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(Audited)
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ASSETS
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CURRENT
ASSETS
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Cash
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$ | 38,865 | $ | - | ||||
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TOTAL
ASSETS
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$ | 38,865 | $ | - | ||||
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LIABILITIES
AND STOCKHOLDERS' DEFICIT
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CURRENT
LIABILITIES
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Accounts
payable
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$ | 13,216 | $ | 23,195 | ||||
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Convertible
debt (including accrued interest)
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87,558 | - | ||||||
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TOTAL
CURRENT LIABILITIES
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100,774 | 23,195 | ||||||
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Convertible
debt (including accrued interest)
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76,048 | 85,912 | ||||||
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TOTAL
LIABILITIES
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176,822 | 109,107 | ||||||
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STOCKHOLDERS'
DEFICIT
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Common
stock, $0.00001 par value, 100,000,000 shares authorized, 11,218,457
shares issued and outstanding
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113 | 113 | ||||||
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Additional
paid-in capital
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585,810 | 585,810 | ||||||
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Accumulated
deficit during development stage
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(723,880 | ) | (695,030 | ) | ||||
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TOTAL
STOCKHOLDERS' DEFICIT
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(137,957 | ) | (109,107 | ) | ||||
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TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 38,865 | $ | - | ||||
4
DESIGN
SOURCE, INC.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
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From
Inception
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(April
2, 2003)
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Three
Months Ended
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through
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June
30,
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June
30,
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June
30,
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2010
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2009
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2010
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(Unaudited)
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(Unaudited)
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(Unaudited)
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REVENUES
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$ | - | $ | - | $ | - | ||||||
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EXPENSES
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General
and administrative
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- | 426 | 64,739 | |||||||||
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Professional
fees
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26,161 | 34,094 | 293,326 | |||||||||
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Taxes
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- | - | 1,036 | |||||||||
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Management
fees
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- | - | 29,155 | |||||||||
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Stock
based compensation
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- | - | 327,500 | |||||||||
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Total
Expenses
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26,161 | 34,520 | 715,756 | |||||||||
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LOSS
FROM OPERATIONS
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(26,161 | ) | (34,520 | ) | (715,756 | ) | ||||||
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OTHER
INCOME (EXPENSE)
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Interest
income
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5 | 2 | 2,133 | |||||||||
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Interest
expense
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(2,694 | ) | (958 | ) | (10,257 | ) | ||||||
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Total
Other Income (Expense)
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(2,689 | ) | (956 | ) | (8,124 | ) | ||||||
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NET
LOSS
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$ | (28,850 | ) | $ | (35,476 | ) | $ | (723,880 | ) | |||
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NET LOSS PER SHARE, BASIC AND
DILUTED
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
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WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND
DILUTED
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11,218,457 | 11,218,457 | ||||||||||
5
DESIGN
SOURCE, INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
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From
Inception
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(April
2, 2003)
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Three
Months Ended
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through
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June
30,
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June
30,
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June
30,
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2010
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2009
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2010
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(Unaudited)
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(Unaudited)
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(Unaudited)
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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Net
loss
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$ | (28,850 | ) | $ | (35,476 | ) | $ | (723,880 | ) | |||
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Adjustments
to reconcile net loss to net cash used in operating
activities:
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Increase
(decrease) in:
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Accounts
payable
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(9,979 | ) | (35,413 | ) | 13,216 | |||||||
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Accrued
interest
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2,694 | 958 | 8,606 | |||||||||
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Stock
issued for compensation
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- | - | 327,500 | |||||||||
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Stock
issued for reimbursement of expenses
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- | - | 25,923 | |||||||||
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Net
cash used in operating activities
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(36,135 | ) | (69,931 | ) | (348,635 | ) | ||||||
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CASH
FLOWS FROM FINANCING ACTIVITIES:
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Proceeds
from stockholder loans
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- | - | 21,560 | |||||||||
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Repayment
of stockholder loans
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- | - | (21,560 | ) | ||||||||
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Proceeds
from convertible note
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75,000 | 80,000 | 155,000 | |||||||||
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Proceeds
from issuance of common stock
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- | - | 232,500 | |||||||||
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Net
cash provided by financing activities
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75,000 | 80,000 | 387,500 | |||||||||
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NET
INCREASE IN CASH
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38,865 | 10,069 | 38,865 | |||||||||
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CASH,
BEGINNING OF PERIOD
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- | 12 | - | |||||||||
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CASH,
END OF PERIOD
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$ | 38,865 | $ | 10,081 | $ | 38,865 | ||||||
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SUPPLEMENTAL
CASH FLOW INFORMATION:
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Interest
paid
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$ | - | $ | - | $ | 1,653 | ||||||
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Income
taxes paid
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$ | - | $ | - | $ | - | ||||||
6
DESIGN
SOURCE, INC.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
As
of and for the three months ended June 30, 2010
(Unaudited)
NOTE
1 – ORGANIZATION AND BASIS OF PRESENTATION
Design
Source, Inc. (hereinafter “the Company”) was incorporated on April 2, 2003 under
the laws of the State of Nevada for the purpose of offering textiles to the
commercial designer market utilizing the internet. The Company’s headquarters is
located in Chapel Hill, North Carolina. The Company is a development
stage enterprise.
The
Company’s year end is March 31.
The
foregoing unaudited financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, these financial statements do not include all of the disclosures
required by generally accepted accounting principles in the United States of
America for complete financial statements. These unaudited interim financial
statements should be read in conjunction with the audited financial statements
for the period ended March 31, 2010. In the opinion of management, the unaudited
interim financial statements furnished herein include all adjustments, all of
which are of a normal recurring nature, necessary for a fair statement of the
results for the interim period presented. Operating results for the three-month
period ending June 30, 2010 are not necessarily indicative of the results that
may be expected for the year ending March 31, 2011.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This
summary of significant accounting policies is presented to assist in
understanding the accompanying financial statements. The financial statements
and notes are representations of the Company’s management, which is responsible
for their integrity and objectivity. These accounting policies
conform to accounting principles generally accepted in the United States of
America and have been consistently applied in the preparation of the financial
statements.
Accounting
Method
The
Company’s financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.
Development Stage
Activities
The
Company has been in the development stage since its formation and has not
realized any revenue from operations. The Company is a shell
corporation which has yet to engage in its intended business of offering
commercial upholstery, drapery, bedspread, panel and wall covering
fabrics.
Going
Concern
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As reflected in the financial statements, the
Company incurred a net loss of $28,850 for the three months ended June 30,
2010. In addition, the Company had an accumulated deficit of $723,880
at June 30, 2010. Since its inception, the Company has not generated
any revenues and has minimal cash resources.
These
circumstances raise substantial doubt about the Company's ability to continue as
a going concern. The consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty. Management's efforts have been directed towards the
development and implementation of a plan to generate sufficient revenues to
cover all of its present and future costs and expenses. For the
twelve-month subsequent period, the Company anticipates that its minimum
operating cash requirements to continue as a going concern will be approximately
$60,000.
7
DESIGN
SOURCE, INC.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
As
of and for the three months ended June 30, 2010
(Unaudited)
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The
Company has determined that it cannot continue with its business operations as
outlined in its original business plan because of a lack of financial resources;
therefore, although it may return to its intended business operations at a later
date, management has redirected their focus towards identifying and pursuing
options regarding the development of a new business plan and
direction. The Company intends to explore various business
opportunities that have the potential to generate positive revenue, profits and
cash flow in order to financially accommodate the costs of being a publicly held
company. However, the Company cannot assure that there will be any
other business opportunities available nor the nature of the business
opportunity, nor indication of the financial resources required of any possible
business opportunity.
The
Company has minimal operating costs and expenses at the present time due to its
limited business activities. The Company, however, will be required
to raise additional capital over the next twelve months to meet its current
administrative expenses, and it may do so in connection with or in anticipation
of possible acquisition transactions. This financing may take the form of
additional sales of equity securities and/or loans from
directors. There is no assurance that additional financing will be
available, if required, or on terms favorable to the Company.
On May
10, 2010 the Company received funding amounting to $75,000 in connection with
the issuance of a convertible note.
The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
The
accompanying financial statements have been prepared, in accordance with
accounting principles generally accepted in the United States (“U.S. GAAP”) and
pursuant to the rules and regulations of the Securities and Exchange Commission
(the “SEC”).
Cash and Cash
Equivalents
For
purposes of the statement of cash flows, the Company considers all short-term
debt with original maturities of three months or less to be cash
equivalents.
Fair Value of Financial
Instruments
The
Company's financial instruments may include cash, and accounts payable. All such
instruments are accounted for on a historical cost basis, which, due to the
short maturity of these financial instruments, approximates fair value at June
30, 2010 and March 31, 2010.
Use of
Estimates
The
process of preparing financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated
amounts.
8
DESIGN
SOURCE, INC.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
As
of and for the three months ended June 30, 2010
(Unaudited)
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Provision for
Taxes
Income
taxes are provided based upon the liability method of accounting. Under this
approach, deferred income taxes are recorded to reflect the tax consequences in
future years of differences between the tax basis of assets and liabilities and
their financial reporting amounts at each year-end. A valuation allowance is
recorded against the deferred tax asset if management does not believe the
Company has met the "more likely than not" standard to allow recognition of such
an asset.
Derivative
Liabilities
The
Company accounts for its embedded conversion features in its convertible
debentures in accordance FASB ASC 815-10 (Prior authoritative literature: SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities", which
requires a periodic valuation of their fair value and a corresponding
recognition of liabilities associated with such derivatives, and FASB ASC 815-40
Section 05, “Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Company’s Own Stock. The recognition of derivative
liabilities related to the issuance of convertible debt is applied first to the
proceeds of such issuance as a debt discount, at the date of issuance, and the
excess of derivative liabilities over the proceeds is recognized as “Loss on
Valuation of Derivative” in other expense in the accompanying financial
statements. Any subsequent increase or decrease in the fair value of the
derivative liabilities is recognized as “Other expense” or “Other income”,
respectively.
Basic and Diluted Earnings
(Loss) Per Share
Basic
earnings per share is calculated on the weighted effect of all common shares
issued and outstanding, and is calculated by dividing net income available to
common stockholders by the weighted average shares outstanding during the
period. Diluted earnings per share, which is calculated by dividing net income
available to common stockholders by the weighted average number of common shares
used in the basic earnings per share calculation, plus the number of common
shares that would be issued assuming conversion of all potentially dilutive
securities outstanding, is not presented separately as it is
anti-dilutive.
Recently Issued Accounting
Pronouncements Affecting the Company
In
October 2009, the FASB issued guidance for amendments to FASB Emerging Issues
Task Force on EITF Issue No. 09-1 “Accounting for Own-Share Lending Arrangements
in Contemplation of a Convertible Debt Issuance or Other Financing” ( Subtopic
470-20 ) “Subtopic”. This accounting standards update establishes the accounting
and reporting guidance for arrangements under which own-share lending
arrangements issued in contemplation of convertible debt issuance. This
Statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2009. Earlier adoption is not
permitted. Management believes this Statement will have no impact on the
consolidated financial statements of the Company once adopted.
In
December 2009, the FASB issued guidance for Consolidations – Improvements to
Financial Reporting by Enterprises Involved with Variable Interest Entities (
Topic 810 ). The amendments in this update are a result of incorporating the
provisions of SFAS No. 167, Amendments to FASB Interpretation No. 46(R). The
provisions of such Statement are effective for fiscal years, and interim periods
within those fiscal years, beginning on or after November 15, 2009. Earlier
adoption is not permitted. The presentation and disclosure requirements shall be
applied prospectively for all periods after the effective date. Management
believes this Statement will have no impact on the consolidated financial
statements of the Company once adopted.
9
DESIGN
SOURCE, INC.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
As
of and for the three months ended June 30, 2010
(Unaudited)
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
In
January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and
Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements,
which enhances the usefulness of fair value measurements. The amended guidance
requires both the disaggregation of information in certain existing disclosures,
as well as the inclusion of more robust disclosures about valuation techniques
and inputs to recurring and nonrecurring fair value measurements. The amended
guidance is effective for interim and annual reporting periods beginning after
December 15, 2009, except for the disaggregation requirement for the
reconciliation disclosure of Level 3 measurements, which is effective for fiscal
years beginning after December 15, 2010 and for interim periods within those
years. The Company does not anticipate that this pronouncement will have a
material impact on its results of operations or financial position.
Effective
May 10, 2010, the Company adopted FASB ASC Topic No. 815 – 40, Derivatives and
Hedging - Contracts in Entity’s Own Stock (formerly Emerging Issues Task Force
Issue No. 07-5, Determining Whether an Instrument or Embedded Feature is Indexed
to an Entity’s Own Stock ). The adoption of FASB ASC Topic No. 815 –40’s
requirements can affect the accounting for warrants and many convertible
instruments with provisions that protect holders from a decline in the stock
price (or “down-round” provisions). As a result of the Company issuing a
convertible note on May 10, 2010, the Company adopted ASC Topic No. 815 – 40,
Derivatives and Hedging - Contracts in Entity’s Own Stock (formerly Emerging
Issues Task Force Issue No. 07-5, Determining Whether an Instrument or Embedded
Feature is Indexed to an Entity’s Own Stock ). See Note 4 for further
discussion.
In
February 2010, the FASB issued Accounting Standards Update (ASU) No.
2010-08—Technical Corrections to Various Topics. This update’s purpose is to
eliminate GAAP inconsistencies, update outdated provisions, and provide
needed clarifications. The adoption of ASU No. 2010-08 will not have a material
impact on the Company’s financial statements.
Management
does not believe that any other recently issued, but not yet effective,
accounting standards, if currently adopted, could have a material effect on the
accompanying financial statements.
NOTE
3 – EQUITY TRANSACTIONS
The
Company is authorized to issue 100,000,000 shares of $0.00001 par value common
stock. All shares have equal voting rights, are non-assessable and
have one vote per share. Voting rights are not cumulative and,
therefore, the holders of more than 50% of the common stock could, if they
choose to do so, elect all of the directors of the Company.
Upon
incorporation, the Company issued 435,000 shares of common stock at a price of
$0.05 per share as reimbursement of a cash advance in the amount of $1,000 and
expenses paid personally by a director totaling $20,750.
During
the period ending March 31, 2004, an additional 283,457 shares of common stock
were issued at $0.05 per share for reimbursement of expenses paid personally by
a director totaling $4,173 and for cash totaling $10,000.
During
the period ending March 31, 2006, an additional 3,320,000 shares of common stock
were issued at $0.05 per share for cash totaling $160,000 and subscription
receivable of $6,000.
10
DESIGN
SOURCE, INC.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
As
of and for the three months ended June 30, 2010
(Unaudited)
NOTE
3 – EQUITY TRANSACTIONS (continued)
During
the year ended March 31, 2007, 130,000 shares of common stock were issued at
$0.05 per share for cash totaling $6,500 to outside investors; 6,550,000 share
of common stock were issued to its officers for compensation at $0.05 per share
for $327,500 and $6,000 subscription receivable was received.
During
the year ended March 31, 2008, 500,000 shares of common stock were issued at
$0.10 per share for cash totaling $50,000 to Milestone Enhanced Fund
Ltd;
During
the years ended March 31, 2010 and 2009, the Company had issued no additional
shares of common stock.
During
the three months ended June 30, 2010, the Company had issued no additional
shares of common stock.
NOTE
4 – CONVERTIBLE DEBT AND DERIVATIVES
On May 8,
2009, the Company issued a convertible promissory note in the principal amount
of $80,000. This note is payable on November 8, 2010 and bears an
interest rate of 8.25% per annum payable at the end of the term. The
debt balance and accrued interest balance as of June 30, 2010 amounts to $80,000
and $7,558, respectively. The terms of conversion have not been
determined as of the date of the filing of the 10 Q for the period ended June
30, 2010.
On May
10, 2010 the Company received funding amounting to $75,000 from an investor and
in connection therewith issued a 10%, $75,000 convertible note dated May 10,
2010 (the “Note”). Subject to prepayment, interest and principal are
due on November 9, 2011, unless its term is mutually extended by both
parties. At all times while the Note is outstanding, the Note is
convertible into shares of our common stock at the rate of $0.10 per share,
subject to adjustment for stock splits, business combinations, mergers,
reclassifications, sales of assets and similar transactions (the “Fixed
Conversion Price”). Further, if at any time while the Note is outstanding we
issue shares of our common stock at a price below the then Fixed Conversion
Price, the Fixed Conversion Price shall be reduced to such lower issue
price.
The Note
contains ratchet provisions which adjust the conversion price of the Units if
the Company issues common stock at a price lower than the fixed conversion
prices in the 10% Convertible Note Payable. As a result, the Company
adopted ASC Topic No. 815 – 40, Derivatives and Hedging - Contracts
in Entity’s Own Stock (formerly Emerging Issues Task Force Issue No.
07-5, Determining Whether an
Instrument or Embedded Feature is Indexed to an Entity’s Own Stock) and
determined that the underlying Units are not indexed to the Company’s common
stock and should be valued at fair value at the date of issuance and at each
subsequent interim period.
Down-round
provisions reduce the exercise price of a convertible instrument if a company
either issues new warrants or convertible instruments that have a lower exercise
price.
The
Company has performed a complete assessment of its embedded conversion features
in connection with its convertible loans utilizing the Black Scholes model and
concluded that the conversion features issued in connection with the convertible
loan are within the scope of ASC 815 due to the down-round provisions included
in the terms of the agreements.
11
DESIGN
SOURCE, INC.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
As
of and for the three months ended June 30, 2010
(Unaudited)
NOTE
4 – CONVERTIBLE DEBT AND DERIVATIVES (continued)
Based on
these calculations, the Company determined that the value of the derivative was
$0 on the date of issuance (May 10, 2010), and as a result, there was no
discount on the convertible debt as of June 30, 2010. The Company,
every quarter, will perform a valuation of the derivative.
The debt
balance and accrued interest balance as of June 30, 2010 amounts to $75,000 and
$1,048, respectively.
NOTE
5 – INCOME TAXES
At June
30, 2010 and March 31, 2010, the Company had a deferred tax asset of
approximately $294,000 and $282,000 respectively, calculated at a combined
federal and state expected rate of 40.5%. As management of the
Company cannot determine that it is more likely than not that the Company will
realize the benefit of the net deferred tax asset, a valuation allowance equal
to the net deferred tax asset has been recorded.
The
significant components of the deferred tax assets at June 30, 2010 and March 31,
2010 were as follows:
|
June
30
|
March
31,
|
|||||||
|
2010
|
2010
|
|||||||
|
Deferred
tax asset-net operating losses
|
$ | 294,000 | $ | 282,000 | ||||
|
Deferred
tax asset valuation allowance
|
(294,000 | ) | (282,000 | ) | ||||
|
Net
deferred tax asset
|
$ | - | $ | - | ||||
The
reconciliation between the statutory federal income tax rate of 35% to the
actual rate is as follows:
|
June
30
|
March
31,
|
|||||||
|
2010
|
2010
|
|||||||
|
Expected
Federal tax (benefit)
|
$ | (10,000 | ) | $ | (22,000 | ) | ||
|
State
tax (benefit), net of Federal effect
|
(2,000 | ) | (3,000 | ) | ||||
|
Permanent
differences
|
- | - | ||||||
|
Valuation
allowance
|
12,000 | 25,000 | ||||||
|
Effective
tax rate
|
$ | - | $ | - | ||||
At June
30, 2010 and March 31, 2010, the Company has net operating loss carry forwards
of $725,000 and $696,000 respectively, which begin to expire in the year
2010. The change in the allowance account from June 30, 2010 to March
31, 2010 was $12,000.
NOTE
6 - RELATED PARTY DEBT AND TRANSACTIONS
In 2004
and 2005, Company directors loaned the Company a total of $21,560. The
underlying notes were unsecured with interest at 5%, and a scheduled maturity of
October 2007 for all principal and accrued interest. There were no monthly note
payments due during the term of the loans. All shareholder loans and accrued
interest had been repaid in the fiscal year 2007.
12
ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS
Forward-Looking
Statements
This
section of the report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
Plan
of Operation
We were
incorporated on April 2, 2003, to offer a comprehensive supply of, market and
distribute commercial upholstery, drapery, bedspread, panel, and wall covering
fabrics to the interior designer industry and individual retail customers on our
proprietary Internet website. We have determined that we cannot continue with
our business operations as outlined in our original business plan because of a
lack of financial results and resources; therefore, although we may return to
our intended business operations at a later date, we have redirected our focus
towards identifying and pursuing the development of a new business plan and
direction. We intend to explore various business opportunities that have the
potential to generate positive revenue, profits and cash flow in order to
financially accommodate the costs of being a publicly held company. However, we
cannot assure that we will successfully identify a new business opportunity nor
can we provide any indication of the financial resources required to take
advantage of any possible business opportunity.
We have
minimal operating costs and expenses at the present time due to our limited
business activities. We may, however, be required to raise additional capital
over the next twelve months to meet our current administrative expenses, and we
may do so in connection with or in anticipation of possible acquisition
transactions. This financing may take the form of additional sales of our equity
securities, loans from our directors, or other transactions. There can be no
assurance that additional financing would be available to us if required, or
that the terms would be favorable to us and our stockholders.
We are
not currently engaging in any product research and development and have no plans
to do so in the foreseeable future. We have no present plans to purchase or sell
any plant or significant equipment. We also have no present plans to add
employees although we may do so in the future if we engage in any merger or
acquisition transactions.
Results
of Operations
For the
period from inception (April 2, 2003) to June 30, 2010, we had no operating
revenues and incurred a net loss of $723,880. For the three months
ended June 30, 2010 we incurred net losses of $28,850, which consisted
principally of professional fees. For the three months ended June 30,
2009, we incurred net losses of $35,476, which consisted principally of
professional fees and general and administrative expenses primarily incurred in
connection with the preparation and filing of our ongoing SEC
reports.
Liquidity
and Capital Resources
Our cash
at June 30, 2010 and March 31, 2010, was $38,865 and $0,
respectively. In order to satisfy our cash requirements for the
current period we will have to raise additional funds as described above. There
can be no assurance that we will be able to do so.
Net cash
used in operating activities in the three months ended June 30, 2010 and June
30, 2009 was $36,135 and $69,931, respectively. Net cash used in
operating activities from inception through June 30, 2010 was $348,635. Net cash
provided by financing activities from inception through June 30, 2010 was
$387,500. We had $75,000 of financing activity in the three months
ended June 30, 2010. Our independent registered public accounting
firm has expressed the opinion that in our current condition, there is
substantial doubt about our ability to continue as a going concern. Please refer
to Note 2, Summary of Significant Accounting Policies, of the financial
statements included in this report.
13
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements.
Critical
Accounting Policies
A.
Basis of Accounting
The
Company’s financial statements are prepared using the accrual method of
accounting. The Company has elected a March 31 fiscal year-end.
B.
Basic Earnings Per Share
The
Company utilizes the guidance per FASB Codification “ASC 260 "Earnings Per
Share". Basic earnings per share is calculated on the weighted effect of all
common shares issued and outstanding, and is calculated by dividing net income
available to common stockholders by the weighted average shares outstanding
during the period. Diluted net income per share is computed by dividing net
income for the period by the weighted-average number of common share equivalents
during the period.
Basic net
loss per share amounts are computed by dividing the net loss by the weighted
average number of common shares outstanding.
C.
Cash Equivalents
The
Company considers all highly liquid investments, if any, purchased with an
original maturity of three months or less to be cash equivalents.
D.
Use Of Estimates and Assumptions
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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.
E.
Income Taxes
Income
taxes are accounted for in accordance with the provisions of FASB ASC-740-Income
Taxes. ASC-740 requires the recognition of deferred tax assets and
liabilities to reflect the future tax consequences of events that have been
recognized in the Company’s financial statements or tax returns. Measurement of
the deferred items is based on enacted tax laws. In the event the future
consequences of differences between financial reporting bases and tax bases of
the Company’s assets and liabilities result in a deferred tax asset, ASC-740
requires an evaluation of the probability of being able to realize the future
benefits indicated by such assets. A valuation allowance related to a deferred
tax asset is recorded when it is more likely than not that some or the entire
deferred tax asset will not be realized.
For
federal income tax purposes, substantially all expenses must be deferred until
the Company commences business and then they may be written off over a 60-month
period. These expenses will not be deducted for tax purposes and will
represent a deferred tax asset. The Company will provide a valuation
allowance in the full amount of the deferred tax asset since there is no
assurance of future taxable income. Tax deductible losses can be
carried forward under current applicable law for 20 years until
utilized.
ITEM
3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
Applicable.
14
ITEM 4T. CONTROLS AND
PROCEDURES
Evaluation
of Our Disclosure Controls
Under the
supervision and with the participation of our senior management, including our
chief executive officer and chief financial officer, Peter Reichard, we
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as
of the end of the period covered by this quarterly report. Based on this
evaluation, our chief executive officer and chief financial officer concluded
that, as of the end of the period covered by this report, our disclosure
controls and procedures were effective such that the information relating to us,
required to be disclosed in our Securities and Exchange Commission reports (i)
is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms, and (ii) is accumulated and communicated to
our management, including our chief executive officer and chief financial
officer, as appropriate to allow timely decisions regarding required
disclosure.
Limitations
on Effectiveness of Controls and Procedures
Our
management, including Peter Reichard, our chief executive officer and chief
financial officer, does not expect that our disclosure controls and procedures
or our internal controls will prevent all errors and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints and the benefits of controls must be considered relative to
their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include, but are not limited to, the realities that
judgments in decision-making can be faulty and that breakdowns can occur because
of simple error or mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the control. The design of any system of controls also is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions. Over time, controls may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in our internal control over financial reporting that
occurred during the quarter ended June 30, 2010 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
In the
ordinary course of our business, we may from time to time become subject to
routine litigation or administrative proceedings which are incidental to our
business. We are not a party to nor are we aware of any existing, pending or
threatened lawsuits or other legal actions involving us.
ITEM 1A. RISK
FACTORS
Not
applicable.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
We did
not issue any equity securities during the quarter ended June 30,
2010.
ITEM 3. DEFAULTS
UPON SENIOR SECURITIES
None.
15
ITEM 4. (Removed
and Reserved)
ITEM 5. OTHER
INFORMATION
None.
ITEM
6. EXHIBITS
In
reviewing the agreements included as exhibits to this Form 10-Q, please remember
that they are included to provide you with information regarding their terms and
are not intended to provide any other factual or disclosure information about
the Company or the other parties to the agreements. The agreements may contain
representations and warranties by each of the parties to the applicable
agreement. These representations and warranties have been made solely for the
benefit of the parties to the applicable agreement and:
|
|
·
|
should
not in all instances be treated as categorical statements of fact, but
rather as a way of allocating the risk to one of the parties if those
statements prove to be inaccurate;
|
|
|
·
|
have
been qualified by disclosures that were made to the other party in
connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the
agreement;
|
|
|
·
|
may
apply standards of materiality in a way that is different from what may be
viewed as material to you or other investors;
and
|
|
|
·
|
were
made only as of the date of the applicable agreement or such other date or
dates as may be specified in the agreement and are subject to more recent
developments.
|
Accordingly,
these representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time. Additional
information about the Company may be found elsewhere in this Form 10-Q and the
Company’s other public filings, which are available without charge through the
SEC’s website at http://www.sec.gov.
The
following exhibits are included as part of this report:
|
Exhibit No.
|
Description
|
|
|
4.1
|
Form of $75,000 10% Convertible Promissory Note
|
|
|
31.1
/ 31.2
|
Rule
13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial
Officer
|
|
|
32.1
/ 32.2
|
Rule
1350 Certification of Chief Executive and Financial
Officer
|
16
SIGNATURES
In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
Date: August
13, 2010
|
Design
Source, Inc.
|
|
|
By:
|
/s/ Peter Reichard
|
|
|
|
Peter
Reichard, President, Principal Executive
Officer,
Treasurer, Principal Financial Officer, and
Principal
Accounting Officer
|
|
17
NEITHER THE ISSUANCE AND SALE OF
THIS NOTE NOR THE SECURITIES INTO WHICH
THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
(II) AN OPINION OF COUNSEL, IN A FORM
REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS NOTE. ANY TRANSFEREE OF THIS NOTE
SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED
BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF
MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO THIS
NOTE.
DESIGN SOURCE INC.
10% CONVERTIBLE PROMISSORY NOTE
|
Issuance Date: __________,
2010
|
Principal Amount: U.S.
$75,000.00
|
FOR VALUE RECEIVED, Design Source
Inc. a Nevada corporation (the "Company"), hereby promises to pay to ___________________ or registered assigns ("Holder") the amount set out above as the
Original Principal Amount (as reduced pursuant to the terms hereof pursuant to
redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity
Date (as defined below), acceleration, redemption or otherwise (in each case in
accordance with the terms hereof) and to pay interest at the rate of 10.00% per
annum ("Interest") from the date set out above as the
Issuance Date (the "Issuance
Date") until the same becomes due and payable on
the Maturity
Date.
2. PREPAYMENT. The Company and the Holder
understand and agree that the principal amount of the Note and any interest
accrued thereon be prepaid by the Company at any time without
penalty.
3. CONVERSION
OF NOTE.
The
Holder shall have the right to convert the principal and any interest due under
this Note into Shares of the Company's Common Stock, $.001 par value per share
(“Common Stock”) as set
forth below.
3.1. Conversion into the
Company's Common Stock.
(a) The
Holder shall have the right from and after the Issuance Date and then at any
time until this Note is fully paid, to convert any outstanding and unpaid
principal portion of this Note, and accrued interest, at the election of the
Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully
paid and non-assessable shares of Common Stock as such stock exists on the date
of issuance of this Note, or any shares of capital stock of Company into which
such Common Stock shall hereafter be changed or reclassified, at the conversion
price as defined in Section 3.1(b) hereof
(the "Fixed Conversion
Price"), determined as provided herein. Upon delivery to the
Company of a completed Notice of Conversion, a form of which is annexed hereto
as Exhibit A,
Company shall issue and deliver to the Holder within five (5) business days
after the Conversion Date (such fifth day being the “Delivery Date”) that number of
shares of Common Stock for the portion of the Note converted in accordance with
the foregoing. The number of shares of Common Stock to be issued upon
each conversion of this Note shall be determined by dividing that portion of the
principal of the Note and interest, if any, to be converted, by the Conversion
Price.
(b) Subject
to adjustment as provided in Section 3.1(c)
hereof, the fixed conversion price per share shall be equal to $0.10 (“Fixed Conversion
Price”).
(c)
The Fixed Conversion Price and number and kind of shares or other securities to
be issued upon conversion determined pursuant to Section 3.1(a), shall
be subject to adjustment from time to time upon the happening of certain events
while this conversion right remains outstanding, as follows:
A. Merger, Sale
of Assets, etc. If (A) the Company effects any merger
or consolidation of the Company with or into another entity, (B) the
Company effects any sale of all or
substantially all of its assets in one or a series of related
transactions, (C) any tender offer or exchange offer (whether by the
Company or another entity) is completed
pursuant to which holders of Common Stock are permitted to tender or exchange
their shares for other securities, cash or property, (D) the Company consummates a stock purchase agreement
or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with one or more persons or
entities whereby such other persons or entities acquire more than the 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock
held by such other persons or entities making or party to, or associated or
affiliated with the other persons or entities making or party to, such stock
purchase agreement or other business combination), (E) any "person" or "group"
(as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934
Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under
the 1934 Act), directly or indirectly, of 50% of the aggregate Common Stock of
the Company, or (F) the Company effects any reclassification of the
Common Stock or any compulsory share exchange pursuant to which the Common Stock
is effectively converted into or exchanged for other securities, cash or
property (in any such case, a "Fundamental Transaction"), this Note, as to the unpaid principal
portion thereof and accrued interest thereon, shall thereafter be deemed to
evidence the right to convert into such number and kind of shares or other
securities and property as would have been issuable or distributable on account
of such Fundamental Transaction, upon or with respect to the securities subject
to the conversion right immediately prior to such Fundamental
Transaction. The foregoing provision shall similarly apply to
successive Fundamental Transactions of a similar nature by any such successor or
purchaser. Without limiting the generality of the foregoing, the
anti-dilution provisions of this Section shall apply to such securities of such
successor or purchaser after any such Fundamental
Transaction.
2
B. Reclassification,
etc. If the Company at any time shall, by reclassification or
otherwise, change the Common Stock into the same or a different number of
securities of any class or classes that may be issued or outstanding, this Note,
as to the unpaid principal portion thereof and accrued interest thereon, shall
thereafter be deemed to evidence the right to purchase an adjusted number of
such securities and kind of securities as would have been issuable as the result
of such change with respect to the Common Stock immediately prior to such
reclassification or other change.
C. Stock Splits, Combinations
and Dividends. If the shares of Common Stock are subdivided or
combined into a greater or smaller number of shares of Common Stock, or if a
dividend is paid on the Common Stock in shares of Common Stock, the Conversion
Price shall be proportionately reduced in case of subdivision of shares or stock
dividend or proportionately increased in the case of combination of shares, in
each such case by the ratio which the total number of shares of Common Stock
outstanding immediately after such event bears to the total number of shares of
Common Stock outstanding immediately prior to such event.
D. Share
Issuance. So long as this Note
is outstanding, if the Company shall issue any Common Stock prior to
the complete conversion or payment of this Note, for a consideration per share
that is less than the Fixed Conversion Price that would be in effect at the time
of such issue, then, and thereafter successively upon each such issuance, the
Fixed Conversion Price shall be reduced to such other lower issue
price. For purposes of this adjustment, the issuance of any security
or debt instrument of the Company carrying the right to convert such
security or debt instrument into Common Stock or of any warrant, right or option
to purchase Common Stock shall result in an adjustment to the Fixed Conversion
Price upon the issuance of the above-described security, debt instrument,
warrant, right, or option and again upon the issuance of shares of Common Stock
upon exercise of such conversion or purchase rights if such issuance is at a
price lower than the then applicable Fixed Conversion Price. Common Stock
issued or issuable by the Company for no consideration will be deemed issuable
or to have been issued for $0.001 per share of Common Stock.
(d) Whenever
the Conversion Price is adjusted pursuant to Section 3.1(c) above,
the Company shall promptly mail to the Holder a notice setting forth the
Conversion Price after such adjustment and setting forth a statement of the
facts requiring such adjustment.
(e) During
the period the conversion right exists, Company will reserve from its authorized
and unissued Common Stock not less than an amount of Common Stock equal to 150%
of the amount of shares of Common Stock issuable upon the full conversion of
this Note. Company represents that upon issuance, such shares will be
duly and validly issued, fully paid and non-assessable. Company
agrees that its issuance of this Note shall constitute full authority to its
officers, agents, and transfer agents who are charged with the duty of executing
and issuing stock certificates to execute and issue the necessary certificates
for shares of Common Stock upon the conversion of this Note.
3
3.2 Method of
Conversion. This Note may be converted by the Holder in whole
or in part as described in Section 3.1(a)
hereof. Upon partial conversion of this Note, a new Note containing
the same date and provisions of this Note shall, at the request of the Holder,
be issued by the Company to the Holder for the principal balance of this Note
and interest which shall not have been converted or paid.
3.3. Maximum
Conversion. The Holder shall not be entitled to convert on a
Conversion Date that amount of the Note in connection with that number of shares
of Common Stock which would be in excess of the sum of (i) the number of shares
of Common Stock beneficially owned by the Holder and its affiliates on a
Conversion Date, (ii) any Common Stock issuable in connection with the
unconverted portion of the Note, and (iii) the number of shares of Common Stock
issuable upon the conversion of the Note with respect to which the determination
of this provision is being made on a Conversion Date, which would result in
beneficial ownership by the Holder and its affiliates of more than 4.99% of the
outstanding shares of Common Stock of the Company on such Conversion
Date. For the purposes of the provision to the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3
thereunder. Subject to the foregoing, the Holder shall not be limited
to aggregate conversions of 4.99%. The Holder shall have the
authority and obligation to determine whether the restriction contained in this
Section 3.3
will limit any conversion hereunder and to the extent that the Holder determines
that the limitation contained in this Section applies, the determination of
which portion of the Notes are convertible shall be the responsibility and
obligation of the Holder. The Holder may waive the conversion
limitation described in this Section 3.3, in whole
or in part, upon and effective after 61 days prior written notice to the Company
to increase such percentage to up to 9.99%.
4. EVENT OF
DEFAULT. Failure by the Company to
make payment pursuant to Section 1 hereof shall constitute an event of default
(“Event of Default”). In an Event of Default, the Holder shall be
entitled to all legal remedies available to it to pursue collections, and the
Company shall bear all reasonable costs of collection, including but not limited
to necessary attorneys’ fees.
5. NO
WAIVER. No
failure or delay by the Holder in exercising any right, power or privilege under
this Note shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies
herein provided shall be cumulative and not exclusively of any rights or
remedies provided by applicable law. No course of dealing between the
Company and the Holder shall operate as a waiver of any rights by the
Holder.
4
6. NOTICES;
PAYMENTS.
(a) Notices. Whenever notice is required to
be given under this Note, unless otherwise provided herein, such notice shall be
given in accordance with the Securities Purchase Agreement. Unless a specific notice is
otherwise required under this Note, the Company shall provide the Holder with
prompt written notice of all actions taken pursuant to this Note, including in
reasonable detail a description of such action and the reason
therefore.
(b) Payments. Except as otherwise provided in this
Note, whenever any payment
of cash is to be made by the Company to the Holder, such payment shall be made in lawful
money of the United States of America by a check drawn on the account of the
Company and sent via overnight courier service to the Holder at such address as previously provided
to the Company in writing (which address shall be set forth in the Securities Purchase Agreement);
provided that the Holder may elect to receive a payment of cash via wire
transfer of immediately available funds by providing the Company with prior
written notice setting out such request and the Holder's wire transfer
instructions. Whenever any amount expressed to be due by the terms of this
Note is due on any day which is not a Business Day, the same shall instead be
due on the next succeeding
day which is a Business Day.
7. TRANSFER. The Holder acknowledges and agrees that
this Note may only be
offered, sold, assigned or transferred by the Holder if consented to in writing by the
Company.
8. CONSTRUCTION;
HEADINGS. This Note
shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any person as the drafter
hereof.
The headings of this Note are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Note.
9. SEVERABILITY. In the event that one or
more of the provisions of this Note shall for any reasons be held invalid,
illegal, or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Note, but this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never been contained herein.
10. GOVERNING
LAW. This Note and the rights and
obligations of the Company and the Holder shall be governed by and construed in
accordance with the laws of the State of New York.
[SIGNATURE PAGE
FOLLOWS]
5
IN WITNESS WHEREOF, the Company has
caused this Note to be duly executed as of the Issuance Date set out
above.
|
DESIGN SOURCE
INC.
|
|||
|
|
By:
|
||
| Name: | Peter Reichard | ||
| Title: | President & Principal Chief Executive Officer | ||
6
EXHIBIT
A
NOTICE OF
CONVERSION
(To
be executed by the Holder in order to convert the Note)
TO:
The
undersigned hereby irrevocably elects to convert $ ______________of the
principal amount of the above Note into Shares of Common Stock of Design Source
Inc., according to the conditions stated therein, as of the Conversion Date
written below.
|
Conversion
Date:
|
|||
|
Applicable
Conversion Price:
|
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Address:
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of Note unconverted:
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Conversion
Price per Unit:
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Number
of shares of Common Stock and Warrants to be issued including as payment
of interest, if applicable:
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Please
issue the shares of Common Stock and Warrants in the following name and to
the following address:
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Issue
to the following account of the Holder:
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Authorized
Signature:
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7
Exhibit
31.1 / 31.2
SARBANES-OXLEY
SECTION 302(a) CERTIFICATION
I, Peter
Reichard, certify that:
1. I have
reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2010
of Design Source, Inc.;
2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4. I am
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. I have
disclosed, based on my most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent
functions):
a. All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b. Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.
|
Date: August
13, 2010
|
/s/ Peter Reichard
|
|
Peter
Reichard, Principal Executive Officer and
Principal
Financial Officer
|
Exhibit
32.1 / 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Design Source, Inc. (the “Company”) on
Form 10-Q for the quarter ended June 30, 2010 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Peter Reichard, Chief
Executive Officer and Chief Financial Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
A signed
original of this written statement required by Section 906 has been provided to
the Company and will be retained by the Company and furnished to the Securities
and Exchange Commission or its staff upon request.
|
Dated: August
13, 2010
|
/s/ Peter Reichard
|
|
Peter
Reichard, Chief Executive Officer and
Chief
Financial Officer
|