format_10q-033110.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 10-Q

 
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the quarterly period ended March 31, 2010
 
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the transition period from            to           
 
Commission File Number: 000-52213
Format, Inc.
(Exact name of registrant as specified in its charter)

Nevada
33-0963637
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)

3553 Camino Mira Costa, Suite E, San Clemente, California  92672
(Address of principal executive offices)

949-481-9203
(Issuer’s Telephone Number)
 
Indicate by check mark 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.  xYes  oNo

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). oYes  oNo

Indicate by check mark whether the registrant is a large accelerated file, 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.
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer (Do not check if a smaller reporting company)
o
Smaller reporting company
x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  oYes  xNo

As of May 14, 2010, there were 3,770,083 shares of the issuer's $.001 par value common stock issued and outstanding.
 
 
 

 
 
PART I - FINANCIAL INFORMATION
 
Item 1.  Financial Statements
 
 
FORMAT, INC.
CONDENSED BALANCE SHEETS
 
   
March 31,
2010
   
December 31, 2009
 
    (Unaudited)        
 
ASSETS
             
CURRENT ASSETS
           
   Cash
  $ 55,489     $ 56,763  
   Accounts receivable, net
    1,900       1,900  
   Loan receivable, net
    -       -  
   Prepaid expense
    3,039       1,248  
   Security deposit
    1,200       1,200  
Total current assets     61,628       61,111  
                 
PROPERTY AND EQUIPMENT, NET
    4,523       5,189  
                 
TOTAL ASSETS
  $ 66,151     $ 66,300  
                 
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                 
CURRENT LIABILITIES
               
   Accounts payable and accrued expenses
  $ 61,084     $ 50,081  
   Accrued officer compensation
    20,000       15,000  
   Income taxes payable
    1,600       800  
   Due to related party
    167,699       167,977  
Total current liabilities     250,383       233,858  
                 
TOTAL LIABILITIES
    250,383       233,858  
                 
STOCKHOLDERS'  (DEFICIT)
               
   Preferred stock, par value $0.001 per share, 5,000,000 shares authorized
               
        and 0 shares issued and outstanding
    -       -  
   Common stock, par value $0.001 per share, 50,000,000 shares authorized
               
        and 3,770,083 shares issued and outstanding
    3,770       3,770  
   Additional paid-in capital
    37,809       37,809  
   Accumulated deficit
    (225,811 )     (209,137 )
Total stockholders' (deficit)     (184,232 )     (167,558 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS'  (DEFICIT)
  $ 66,151     $ 66,300  
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
 
2

 
 
FORMAT, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
   
Three Months Ended
 
   
March 31,
 
   
2010
   
2009
 
             
REVENUE
  $ 10,176     $ 16,882  
                 
OPERATING EXPENSES
               
    Wages and wage related expenses
    7,500       15,127  
    Professional fees
    11,753       12,269  
    Rent expense
    3,744       3,600  
    Depreciation expense
    666       1,128  
    Other general and administrative expenses
    2,387       4,190  
                 
Total operating expenses
    26,050       36,314  
                 
LOSS FROM OPERATIONS
    (15,874 )     (19,432 )
                 
   Provision for income taxes
    (800 )     (800 )
                 
NET LOSS
  $ (16,674 )   $ (20,232 )
                 
NET LOSS PER COMMON SHARE -
               
    BASIC AND DILUTED
  $ (0.00 )   $ (0.01 )
                 
WEIGHTED AVERAGE NUMBER OF
               
 COMMON SHARES OUTSTANDING
    3,770,083       3,770,083  
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
 
3

 
 
FORMAT, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
Three Months Ended
 
   
March 31,
 
   
2010
   
2009
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
     Net loss
  $ (16,674 )   $ (20,232 )
     Adjustments to reconcile net loss to net cash used in
               
          operating activities:
               
          Depreciation
    666       1,128  
          Bad debt reserve
    -       1,700  
          Net changes in operating assets and liabilities:
               
               Accounts receivable
    -       3,980  
               Prepaid expenses and other current assets
    (1,791 )     (1,346 )
               Accounts payable and accrued expenses
    11,803       7,936  
               Accrued officer compensation
    5,000       -  
                   Net cash used in operating activities
    (996 )     (6,834 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
     Advances from related party
    -       10,000  
     Repayments to related party
    (278 )     -  
                   Net cash provided by (used in) financing activities
    (278 )     10,000  
                 
NET INCREASE (DECREASE) IN CASH AND CASH
               
    EQUIVALENTS
    (1,274 )     3,166  
 
               
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
    56,763       2,169  
 
               
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ 55,489     $ 5,335  
                 
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITY
         
   Cash paid during the period for income taxes
  $ -     $ 800  
   Cash paid during the period for interest expense
  $ -     $ -  
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
 
4

 
 
FORMAT, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2010
(UNAUDITED)
 
NOTE 1
ORGANIZATION AND BASIS OF PRESENTATION
 
Format, Inc. (the “Company”) was incorporated in the State of Nevada on March 21, 2001.  The Company provides EDGARizing services to various commercial and corporate entities.  The Company provides services throughout the United States.

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations.

In the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the periods presented have been included.  The operating results of the Company on a quarterly basis may not be indicative of operating results for the full year.  For further information, refer to the financial statements and notes included in Format Inc.’s Form 10-K for the year ended December 31, 2009.

Going Concern

As shown in the accompanying financial statements the Company has an accumulated deficit of $225,811 and a working capital deficit of $188,755 as of March 31, 2010. The Company has experienced cash shortages that have been funded by the Company’s President. There is no guarantee that the Company will be able to sustain operations to alleviate the working capital deficit or continued operating losses, or that the Company’s President will continue to fund operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period.
 
Management’s plans to mitigate the effects that give rise to the conditions involve more aggressive marketing strategies towards small publicly reporting companies.  This marketing will include working closely with lawyers, associations and investment advisors.
 
The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Reclassification

Certain reclassifications have been made to conform the prior period financial statement amounts to the current period presentation for comparative purposes.
 
 
5

 
 
FORMAT, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2010
(UNAUDITED)
 
NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents.

The Company maintains cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation up to $250,000.

Use of Estimates

The 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Accounts Receivable

Accounts receivable are reported at the customer’s outstanding balances less any allowance for doubtful accounts.  Interest is not accrued on overdue accounts receivable.

Allowance for Doubtful Accounts

An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses.  Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers.  Accounts receivable are charged off against the allowance when collectibility is determined to be permanently impaired.  Management has determined that as of March 31, 2010 an allowance of $24,175 is required.

Property and Equipment

Property and equipment are stated at cost.  Depreciation and amortization are computed using the straight-line method on the estimated useful lives of the assets, generally ranging from three to seven years.  Expenditures of major renewals and improvements that extend the useful lives of property and equipment are capitalized.  Expenditures for repairs and maintenance are charged to expense as incurred.  Leasehold improvements are amortized using the straight-line method over the shorter or the estimated useful life of the asset or the lease term. Gains or losses from retirements or sales are credited or charged to income.
 
 
6

 
 
FORMAT, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2010
(UNAUDITED)
 
Long-Lived Assets

The Company accounts for its long-lived assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, “Property, Plant and Equipment.” ASC No. 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate.  The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition.  If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. As of March 31, 2010, the Company does not believe there has been any impairment of its long-lived assets.
 
Fair Value of Financial Instruments

Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of March 31, 2010. The Company’s financial instruments consist of cash, accounts receivables, payables, and other obligations.  The Company considers the carrying value of such amounts in the financial statements to approximate their fair value.

Revenue Recognition

The Company generates revenue from professional services rendered to customers either at time of delivery or completion, when the earning process is complete and collectibility is probable.

Concentrations

During the three months ended March 31, 2010, the Company derived 100% of its operating revenue from one customer.  During the three months ended March 31, 2009, the Company derived 42% of its operating revenue from two customers.
 
The Company’s cash balance in financial institutions at times may exceed federally insured limits of $250,000.

Loss Per Share of Common Stock

The Company follows ASC No. 260, “Earnings Per Share” (ASC No. 260) that requires the reporting of both basic and diluted earnings (loss) per share.  Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares  outstanding for the period.  The calculation of diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with ASC No. 260, any anti-dilutive effects on net earnings (loss) per share are excluded.  For the three months ended March 31, 2010 and 2009, there were no common stock equivalents.

There were no options or warrants to purchase shares of common stock at March 31, 2010 and 2009.
 
 
7

 
 
FORMAT, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2010
(UNAUDITED)
 
Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (Topic 855) -  Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.
 
NOTE 3
FAIR VALUE ACCOUNTING
 
Fair Value Measurements
 
The Company’s financial instruments consist of a related party loan payable.  The Company believes that the recorded value of this obligation approximates its fair value due to its short-term nature.

The Company complies with the provisions of ASC No. 820-10 (ASC 820-10), “Fair Value Measurements and Disclosures.”  ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:
 
 
8

 
 
FORMAT, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2010
(UNAUDITED)
 
 
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
 
 
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
 
 
Level 3 - Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. The unobservable inputs are developed based on the best information available in the circumstances and may include the Company's own data.
 
The following table presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of March 31, 2010 and December 31, 2009:
                                              
     
March 31, 2010
   
December 31, 2009
 
Level
 
Fair
Value
   
Carrying
Amount
   
Fair
Value
 
Carrying Amount
Liabilities
                           
    Due to related party
2
   
167,699
     
167,699
     
167,977
 
167,977

 
NOTE 4                  LOAN RECEIVABLE

As of March 31, 2010 and December 31, 2009, the Company has a loan receivable from an outside party in the amount of $20,500.  The loan is interest free and due on demand.  At March 31, 2010 collectibility is uncertain and an allowance has been setup for the full amount due of $20,500.
 
 
9

 
 
FORMAT, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2010
(UNAUDITED)
 
NOTE 5
PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of March 31, 2010 and December 31, 2009.
 
   
March 31,
   
December 31,
 
   
2010
   
2009
 
Office machinery and equipment
  $ 33,080     $ 33,080  
Furniture and fixtures
    2,011       2,011  
      35,091       35,091  
Less: Accumulated depreciation
    (30,568 )     (29,902 )
                 
    $ 4,523     $ 5,189  
 
Depreciation expense for the three months ended March 31, 2010 and 2009 amounted to $666 and $1,128, respectively.
 
NOTE 6
RELATED PARTY TRANSACTIONS
 
 
The Company’s President, who is also a stockholder, has made advances to the Company which are unsecured, non-interest bearing, and due on demand.  For the three months ended March 31, 2010, the Company was advanced $-0- and made repayments of $278.  For the three months ended March 31, 2009, the Company was advanced $10,000 and made repayments of $-0-.  The total amount due at March 31, 2010 was $167,699.
 
 
Effective July 1, 2009, the Company agreed to compensate its President $2,500 per month for services rendered, and to pay such compensation at a later date when sufficient funds are available.  The accrued compensation due to the President totaled $20,000 at March 31, 2010.
 
NOTE 7                  INCOME TAXES

The Company accounts for income taxes under ASC No. 740 (ASC 740).  This statement mandates the liability method of accounting for deferred income taxes and permits the recognition of deferred tax assets subject to an ongoing assessment of realizability.

As of March 31, 2010, the Company had estimated federal net operating loss carryforwards totaling approximately $176,000 which can be used to offset future federal income taxes.  The federal net operating loss carryforwards expire at various dates through 2030.  Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured.  At March 31, 2010, the Company’s gross deferred tax asset totaled $42,240. This amount was reduced 100% by a valuation allowance, making the net deferred tax asset $0.
 
 
10

 
 
FORMAT, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2010
(UNAUDITED)
 
The components of the Company’s income tax provision for the three months ended March 31, 2010 and 2009 amounted to:

   
March 31,
   
March 31,
 
   
2010
   
2009
 
Current income tax expense
  $ 800     $ 800  
Deferred income tax benefit
    (7,680 )     (4,080 )
Change in valuation allowance
    7,680       4,080  
                 
    $ 800     $ 800  
 
 
11

 
 
Item 2.  Plan of Operation

This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

Critical Accounting Policy and Estimates. Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.  These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the period ended March 31, 2010.

For the three months ended March 31, 2010, as compared to the three months ended March 31, 2009.

Results of Operations. 

Revenues.   We generated revenues of $10,176 for the three months ended March 31, 2010, as compared to $16,882 for the three months ended March 31, 2009. The decrease in revenues from the three month period ended March 31, 2009 to the three month period ended March 31, 2010 was primarily due to the fact that we provide bulk edgarizing services to Research Data Group, Inc. (“RDG”) which resulted in decreased revenues.
 
Operating Expenses. For the three months ended March 31, 2010, our total operating expenses were $26,050, as compared to total operating expenses of $36,314 for the three months ended March 31, 2009. The decrease in total operating expenses is due primarily to a decrease in wages and wage related expenses between the two periods.  We had a decrease in wages and wage related expenses, which totaled $7,500 for the three months ended March 31, 2010, as compared to $15,127 for the three months ended March 31, 2009. Therefore, we had net loss of $16,674 for the three months ended March 31, 2010, as compared to net loss of $20,232 for the three months ended March 31, 2009.
 
 
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Liquidity and Capital Resources.   We had cash of $55,489 as of March 31, 2010. Our accounts receivable were $1,900 as of March 31, 2010.  We also had $1,200 represented by a security deposit and $3,039 of prepaid expenses.  Therefore, our total current assets as of March 31, 2010 were $61,628.  We also had $4,523 represented by fixed assets, net of depreciation, as of March 31, 2010. Our total assets as of March 31, 2010, were $66,151.  

As of March 31, 2010, our current liabilities were $250,383, of which $61,084 was represented by accounts payable and accrued expenses, $20,000 was accrued officer compensation, $1,600 of income taxes payable and $167,699 was represented by a related party advance.  The related party advance is payable to Mr. Neely, our officer, principal shareholder and one of our directors. Mr. Neely had advanced those funds to us for working capital. We had no other long term liabilities, commitments or contingencies.

Other than the proposed increases in marketing expenses and the increases in legal and accounting costs we experienced due to the reporting requirements of being a reporting company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.
 
To effectuate our business plan during the next twelve months, we must continue to increase the number of clients we service and actively market and promote our services. We have been actively meeting with our referral sources, such as accountants and attorneys, to understand how we can better service their clients’ needs and how we can obtain EDGARization work from clients of theirs that currently use another provider. We believe that referrals will continue to comprise a majority of our business, and we hope to nurture and care for the relationships we have so that we can attract more clients.
 
We had cash of $55,489 of March 31, 2010, which we estimate will not be sufficient to fund our operations for the next twelve months. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. Ryan Neely, our president, secretary, chief financial officer and one of our directors, has made advances to us which are unsecured and due on demand. As of March 31, 2010, the total amount due was $167,699. We expect that the increased legal and accounting costs due to the reporting requirements of being a reporting company will continue to impact our liquidity as we will need to obtain funds to pay those expenses. Other than proposed increases in marketing expenses and the anticipated increases in legal and accounting costs of being a public company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

In the event that we experience a shortfall in our capital, we intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officer and directors. We cannot guaranty that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to expand our operations may be significantly hindered. If adequate funds are not available, we believe that our officer and directors will contribute funds to pay for our expenses to achieve our objectives over the next twelve months.

We are not currently conducting any research and development activities. We do not anticipate conducting such activities in the near future. We do not anticipate that we will purchase or sell any significant equipment. In the event that we expand our customer base, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment.

Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
Not applicable.
 
 
13

 
 
Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed as of March 31, 2010, the date of this report, our chief executive officer and the principal financial officer concluded that our disclosure controls and procedures were effective.

Item 4(T). Controls and Procedures.

Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report 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.

None.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to Vote of Security Holders

None.

Item 5.  Other Information
 
On May 16, 2010, Peter Kristensen resigned as a member of the board of directors of Format, Inc. (the “Registrant”). Mr. Kristensen’s resignation was not the result of any disagreement with the policies, practices or procedures of the Registrant. The resignation of Mr. Kristensen is attached hereto as exhibit 17.1.
 
Item 6.  Exhibits
 
31   
Certification of Principal Executive and Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
32    
Certification of Principal Executive and Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
14

 
 
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.
 
 
Format, Inc.,
a Nevada corporation
 
       
Date: May 17, 2010    
By:
/s/ Ryan Neely
 
   
Ryan Neely
Chief Executive Officer, Chief Financial Officer,
President and a Director
(Principal, Executive, Financial and Accounting Officer)
 
                                                                            

 
ex17-1.htm
Exhibit 17.1
 
 
May 16, 2010
 
Format, Inc.
3553 Camino Mira Costa, Suite E
San Clemente, CA 92672
 
Attn: Board of Directors
 
 
I, Peter Kristensen, hereby tender and submit my resignation as a director of Format, Inc., a Nevada corporation (“Company”); such resignation to be effective on this 16th day of May 2010. Such resignation is not the result of any disagreement with the policies, practices or procedures of the Company.
 
 
Sincerely,
 
         
/s/ Peter Kristensen
   
 
 
Peter Kristensen
   
 
 
 
 
ex31.htm
Exhibit 31
 
Certification of Principal Executive and Financial Officer,
pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934

I, Ryan Neely, certify that:
 
 
1.
I have reviewed this quarterly report on Form 10-Q of Format, 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.
The registrant’s other certifying officer(s) and I are 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.
The registrant’s other certifying officer(s) and I have disclosed, based on our 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: May 17, 2010   
         
/s/ Ryan Neely
       
Ryan Neely
       
Chief Executive Officer, Chief Financial Officer
       
 
ex32.htm
Exhibit 32
 
Certification of Principal Executive and Financial Officer
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 Format, Inc. a Nevada corporation (the “Company”) on Form 10-Q for the period ending March 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Ryan Neely, Chief Executive Officer and Chief Financial Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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 result of operations of the Company.
 
A signed original of this written statement required by Section 906 has been provided to Format, Inc., and will be retained by Format, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
 
         
/s/ Ryan Neely
       
Ryan Neely
       
Chief Executive Officer, Chief Financial Officer
       
May 17, 2010