- Quarterly Report (10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

 

FORM 10-Q

 

 (Mark One)  

x  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2010

 

o  TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT

 

For the transition period from ___________ to _____________

 

Commission File Number 333-159028

WORLD WIDE RELICS, INC.

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(Exact name of small business issuer as specified in its charter)

Nevada		20-2208821
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

20955 Pathfinder Road, Suite 100, Diamond Bar, CA 91765

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(Address of principal executive offices)

 

[phone]

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(Issuer’s telephone number)

817 West End Avenue, Suite 3C, New York, New York 10025

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 (Former name, former address, and former fiscal year if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer o                 Accelerated filer o

Non-accelerated filer    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).  Yes [ ] No[x]

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes x No o

The number of shares of Common Stock of the issuer outstanding as of August 10, 2010 was 6,478,559.

Transitional Small Business Disclosure Format (check one): Yes  o No x

 

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	Page Number
PART 1 – Financial Information
Item 1 – Unaudited Financial Information:
Balance Sheets as of June 30, 2010 (Unaudited) and December 31, 2009	3
Statements of Operations for the Three Months  and Six Months Ended June 30, 2010 and 2009 (Unaudited) and from Inception (January 18, 2005 ) to June 30, 2010 (Unaudited)	4
Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited)	5
Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009 (Unaudited) and from Inception (January 18, 2005), to June 30, 2010 (Unaudited)	6
Notes to Unaudited Financial Statements	7-12
Item 2 - Management’s Discussion and Analysis or Plan of Operation	13-15
Item 3 - Quantitative and Qualitative Disclosures About Market Risk	15
Item 4T - Controls and Procedures	15-16
PART II - Other Information (Items 1-6)	16

 

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World Wide Relics, Inc.

 (a development stage company)

 BALANCE SHEETS

 

	June 30, 2010					December 31, 2009
ASSETS		(Unaudited)
CURRENT ASSETS
Cash and cash equivalents		$	-			$	779
Total assets		$	-			$	779
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES     Accounts payable		$	14,815			$	15,514
Advance from shareholder			-				16,495
Total current liabilities			14,815				32,009
STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par value, 5,000,000 shares authorized,
No shares issued and outstanding			-				-
Common stock, $.001 par value, 25,000,000 shares authorized,
6,478,559 issued and outstanding			6,479				6,479
Additional Paid-In Capital			212,081				147,878
Deficit accumulated during the development stage			(233,375)				(185,587	)
Total stockholders' deficit			(14,815)				(31,230	)
Total liabilities and stockholders' deficit		$	-			$	779

 

The accompanying notes to the unaudited financial statements are an integral part of these statements.

 

 

 

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World Wide Relics, Inc.
(a development stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
																		Cumulative
																		Totals
		For the six months ended								For the three months ended								From Inception
																		(January 18, 2005)
		June 30, 2010				June 30, 2009				June 30, 2010				June 30, 2009				Through June 30, 2010
Revenue		$	-			$	-			$	-			$	-			$	21,836
Cost of revenue			-				-				-				-				20,217
Gross profit			-				-				-				-				1,619
General and administrative expenses
Payroll expense			25,000				-				12,500				-				125,000
Audit & professional fees			22,009				2,500				5,191				-				102,518
Amortization of intangibles			-				-				-				-				425
Postage & Mailing			-				-				-				-				2,240
Other			779				383				-				88				4,811
Total operating expenses			47,788				2,883				17,691				88				234,994
Net income (loss)		$	(47,788	)		$	(2,883	)		$	(17,691	)		$	(88	)		$	(233,375	)
Loss per share:
Basic and diluted loss per share		$	(0.01	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average shares
outstanding - basic and diluted			6,478,559				6,478,559				6,478,559				6,478,559
The accompanying notes to the financial statements are an integral part of these statements.

 

 

 

 

 

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World Wide Relics, Inc.

 (a development stage company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

(Unaudited)

 

																						Deficit
																						Accumulated				Total
																		Additional				During				Stockholders'
		Preferred Stock								Common Stock								Paid-in				Development				Equity
		Shares				Amount				Shares				Amount				Capital				Stage				(Deficit)
Balance, January 18, 2005			-			$	-				-			$	-			$	-			$	-			$	-
Issuance of shares			-				-				6,478,559				6,479				(5,479	)			-				1,000
Net loss			-				-				-				-				-				(5,959	)			(5,959	)
Balance, December 31, 2005			-				-				6,478,559				6,479				(5,479	)			(5,959	)			(4,959	)
Net loss			-				-				-				-				-				(7,484	)			(7,484	)
Balance, December 31, 2006			-				-				6,478,559				6,479				(5,479	)			(13,443	)			(12,443	)
Allocation of expense attributed to spin-off							-				-				-				5,500				-				5,500
Cash transfer from parent			-				-				-				-				13,718				-				13,718
Net loss			-				-				-				-				-				(144	)			(144	)
Balance, December 31, 2007 (Restated)			-				-				6,478,559				6,479				13,739				(13,587	)			6,631
Cash transfer from parent			-				-				-				-				6,040				-				6,040
Contributed services			-				-				-				-				50,000				-				50,000
Allocation of expense attributed to spin-off							-				-				-				24,000				-				24,000
Net loss			-				-				-				-				-				(78,308	)			(78,308	)
Balance, December 31, 2008 (Restated)			-				-				6,478,559				6,479				93,779				(91,895	)			8,363
Contributed services			-				-				-				-				54,099				-				54,099
Net loss			-				-				-				-				-				(93,692	)			(93,692	)
Balance, December 31, 2009			-				-				6,478,559				6,479				147,878				(185,587	)			(31,230	)
Contributed services			-				-				-				-				64,203				-				64,203
Net loss			-				-				-				-				-				(47,788	)			(47,788	)
Balance, June 30, 2010 (unaudited)			-			$	-				6,478,559			$	6,479			$	212,081			$	(233,375	)		$	(14,815	)

 

The accompanying notes to the unaudited financial statements are an integral part of these statements.

 

 

 

 

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WORLD WIDE RELICS, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
(Unaudited)
										Cumulative
										Totals
										From Inception
										(January 18, 2005)
		For the six months ended June 30,								Through
		2010				2009				June 30, 2010
Cash flows from operating activities:
Net loss		$	(47,788	)			(2,883	)			(233,375	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation, amortization and impairment			-				-				500
Write-down of inventory			-				-				10,807
(Increase) decrease in assets and liabilities:
Inventory			-				-				(10,807	)
Accounts payable			(699	)			2,500				14,815
Net cash used in operating activities			(48,487	)			(383	)			(218,060	)
Cash flows from investing activities:
Computer software development costs			-				-				(500	)
Net cash used in investing activities			-				-				(500	)
Cash flows from financing activities:
Advance from shareholder			(16,495	)			329				-
Change in paid in capital related to contributed services			64,203				-				197,802
Net cash transfer from/(to) parent			-				-				19,758
Issuance of common stock			-				-				1,000
Net cash provided by financing activities			47,708				329				218,560
Net increase (decrease) in cash and cash equivalents			(779	)			(54	)			-
Cash and cash equivalents - beginning of period			779				75				-
Cash and cash equivalents - end of period		$	-			$	21			$	-
The accompanying notes to the financial statements are an integral part of these statements.

 

 

 

 

 

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World Wide Relics, Inc.

 (a development stage company)

Notes to Financial Statements

(Unaudited)

Note 1 -Description of Business

World Wide Relics, Inc. (“WWR” or “We” or “the Company”) was formed as a Nevada corporation on January 18, 2005.  We are a development stage corporation formed to market a unique line of historical costumes and reenactment clothing lines through our website with the registered domain name of WorldWideRelics.Com.  To date, we have marketed a range of historical uniforms known as “Britain in the 1930’s” we have sold these items to the growing market of worldwide enthusiasts and collectors through our internet platform and on eBay Inc.  We intend to market a new range of products to the American Civil War reenactment market by marketing a range of high quality uniforms for both the Union and Confederate Civil War Re-enactor.  This range includes both uniforms as well as accoutrements such as boots, belts, and back packs produced to what we believe is a  museum quality standard.  The final sales entry point is the marketing of the Civil war memorabilia, to the domestic consumer, while still making available to consumers both British and German uniforms from both the world wars to satisfy the demand from the growing re-enactment groups worldwide.

On January 17, 2007, the Company was acquired by Classic Costume, Inc. (“CCUC”), a Delaware corporation formed on December 29, 2006, and WWR became a wholly owned subsidiary.  During June 2007, CCUC raised $30,150 in a public offering of shares.

Separation from CCUC

On February 5, 2009, CCUC’s Board of Directors resolved to spin-off the Company, its wholly owned subsidiary, to CCUC’s shareholders of record on November 1, 2008 (the “Record Date”), ratifying a prior October, 2008 board resolution to the same effect.  CCUC decided to pursue a different line of business, specifically the sale and conversion of “stretch vehicles” including Lincoln Town Car, Hummer, Chrysler 300, and similar full size vehicles.  CCUC shareholders as of the Record Date received one share of World Wide Relics, Inc. for each two shares held in CCUC on the Record Date.  Costs were allocated between CCUC and WWR on the basis of specific identification.

Due to the fact that the remaining assets of CCUC were transferred to the Company in connection with the distribution, the Distribution was reported for accounting purposes as a “reverse spin-off” under generally accepted accounting principles.  The spin-off was treated as a reverse spin-off for financial statement purposes because substantially all of Classic Costume’s assets and operations were held by the Company after the spin-off.  Therefore, the spin-off has been reflected, for financial statement presentation, as if the Company were a new company consisting of its historical operations.  The information contained herein indicates the results of operations or financial condition of the Company that would have been reported for the periods indicated has the Distribution occurred on the first day of the periods discussed.

Change in Control

On June 17, 2010, China PharmaHub Corp. (“PharmaHub”) closed upon its purchase of 5,000,000 shares of the Company’s common stock owned by E. Todd Owens, representing 77.18% of the total issued and outstanding common stock of the Company, effecting a change in the control of the Company. Reference is made to the disclosures contained within Item 5.01 of the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2010, which are incorporated herein by reference.

Until the change in control, the Company maintained its principal business operations in New York, New York.

 

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim condensed financial statements have been prepared pursuant to the rules and regulations of the SEC for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. Accordingly, these statements do not include all the disclosures normally required by accounting principles generally accepted in the United States for annual financial statements and should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this report and the audited financial statements and notes thereto for the year ended December 31, 2009 included in our Annual Report on Form 10-K. The accompanying balance sheet as of December 31, 2009 has been derived from our audited financial statements. The statements of operations and cash flows for the three and six months ended June 30, 2010 are not necessarily indicative of the results to be expected for any future period or for the year ending December 31, 2010. 

 

 

 

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World Wide Relics, Inc.

 (a development stage company)

Notes to Financial Statements

(Unaudited)

 

Note 2 - Summary of Significant Accounting Policies

 

Share Issuances

 

In February 2009, the Board of Directors authorized a 6.478559 for 1 forward stock split on the issued and outstanding common shares.  The authorized number of common shares remains the same at 25,000,000 common shares with a par value of $0.001 per share.

 

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.

 

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.

 

Property and Equipment

 

Property and equipment is stated at cost, less accumulated depreciation.  Depreciation is provided using the straight-line method over the estimated useful lives of the related assets (primarily three to five years).  Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life.  Costs of maintenance and repairs are charged to expense as incurred.

 

Inventories

 

Inventory is stated at the lower of cost or market and consists of finished goods.  Cost is determined using the FIFO method.  To ensure inventories are carried at the lower of cost or market, the Company periodically evaluates the carrying value of its inventories.  The Company also periodically performs an evaluation of inventory for excess and obsolete items.  Such evaluations are based on management’s judgment and use of estimates.  Such estimates incorporate inventory quantities on-hand, aging of the inventory, sales forecasts for particular product groupings, planned dispositions of product lines and overall industry trends. Inventory worth $5,788 was written down in the year ended December 31, 2009.

 

Revenue Recognition

 

The Company follows the guidance of ASC Topic 605, formerly, SAB 104 for revenue recognition. In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

Revenues from services are recognized when the services are performed, evidence of an arrangement exists, the fee is fixed and determinable and collectability is probable. In circumstances when these criteria are not met, revenue recognition is deferred until resolution occurs. With regard to our custom vehicles, revenue is recognized when the vehicle is delivered and accepted by our customer.

 

 

 

 

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World Wide Relics, Inc.

 (a development stage company)

Notes to Financial Statements

(Unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

 

Website Development

 

The Company capitalizes website development costs whereby costs related to the preliminary project stage of development are expensed and costs related to the application development stage are capitalized.  Any additional costs for upgrades and enhancements, which result in additional functionality, will be capitalized.  Capitalized costs will be amortized based on their estimated useful life of three years beginning when the website is completed and is operational.  Internal costs related to the development of website content are charged to operations as incurred.

 

Income Taxes

 

The Company accounts for income taxes under ASC Topic 740, “Accounting for Income Taxes”. The Topic requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax loss carry-forwards. The topic additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

Earnings (Loss) Per Share of Common Stock

 

The Company presents basic earnings (loss) per share and, if appropriate, diluted earnings per share in accordance with ASC Topic 260, “Earnings per Share” . Under the topic basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted-average number of 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. At June 30, there were no options or warrants outstanding. Potentially issuable shares under convertible debt agreements were not considered in diluted earnings per share as their inclusion was anti-dilutive.

 

Fair Value of Financial Instruments

 

The carrying amounts reported in the balance sheet for cash, accounts receivable and payable approximate fair value based on the short-term maturity of these instruments.

 

Fair value of certain of the Company’s financial instruments including cash and cash equivalents, inventory, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.

 

Fair value, as defined in ASC 820, is 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. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.

 

Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

 

 

 

 

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World Wide Relics, Inc.

 (a development stage company)

Notes to Financial Statements

(Unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

 

Fair Value of Financial Instruments (continued)

Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities;

 

Level 2 - 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; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

 

Level 3 - Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair values.

 

Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income.

 

Income Taxes

 

The Company accounts for income taxes utilizing the liability method of accounting.  Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse.  Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.

 

 

 

 

 

 

 

 

 

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World Wide Relics, Inc.

 (a development stage company)

Notes to Financial Statements

(Unaudited)

Note 2 - Summary of Significant Accounting Policies (Cont’d)

 

Intangible Assets

 

The Company accounts for intangible assets in accordance with the provisions of ASC Topic 350, “Goodwill and Other Intangible Assets,” which requires intangible assets with indefinite useful lives not be amortized, but be tested for impairment annually or whenever indicators or impairments arise. Intangible assets that have finite lives continue to be amortized over their estimated useful lives.  Our intangible asset consisting of our website was fully amortized as of January 31, 2009.

 

Shipping and handling costs

 

The Company accounts for shipping and handling costs as a component of “Cost of Sales”.

 

Advertising Costs

 

The Company plans to expense all advertising costs as incurred.

Recent Accounting Pronouncements

On June 5, 2003, the United States Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release No. 33-9072 on October 13, 2009 and subsequently amended by Section 989G of the Dodd-Frank Act of 2010 (“Section 989G”). Commencing with its annual report for the year ending December 31, 2007, the Company has been required to include a report of management on its internal control over financial reporting. The internal control report must include a statement of:

 

	Management’s responsibility for establishing and maintaining adequate internal control over its financial reporting;
	Management’s assessment of the effectiveness of its internal control over financial reporting as of year- end; and
	The framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting.

 

As the Company is a non-accelerated filer, pursuant to Section 989G it is not required to file the auditor’s attestation report separately on the Company’s internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.

 

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 - Contributed Services

 

Certain officers and a shareholder of the Company have contributed their services for the benefit of the Company.  The officers have not been compensated for their services.  The shareholder made monetary contributions to assist with various professional fees.  We have recorded the expense associated with these contributed services, and consider all amounts contributed as paid in capital.

 

Note 4 - Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern.  The Company has limited operations and has incurred losses since inception, and has limited working capital that raises substantial doubt about its ability to continue as a going concern.  Company management may have to raise additional debt or equity financing to fund future operations and to provide additional working capital.  However, there is no assurance that such financing will be obtained in sufficient amounts necessary to finance the Company's operations.  The accompanying audited financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

 

 

 

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World Wide Relics, Inc.

 (a development stage company)

Notes to Financial Statements

(Unaudited)

 Note 5 - Equity Transactions

 

The Company was incorporated on January 18, 2005.  Upon incorporation, the Company had authority to issue the following:

 

Preferred Stock- 5,000,000 $.001 par value shares with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

 

Common Stock- 25,000,000 $.001 par value shares with such designations, voting and other rights as may be determined from time to time by the Board of Directors.

 

On February 5, 2009, CCUC’s Board of Directors resolved to spin-off its wholly owned subsidiary, WWR, a Nevada corporation, to CCUC’s shareholders of record on November 1, 2008 (the “Record Date”) ratifying the October, 2008 resolution of the prior board.  CCUC shareholders as of the Record Date shall receive one share of WWR for each two shares held in CCUC on the Record Date.  The financial statements presented are adjusted to reflect the 6,478,559 distributed shares of WWR.

 

Note 6 - Subsequent Events

 

We have evaluated subsequent events through August 10, 2010, the date the financial statements were available to be issued.

On July 28, 2010, the Company entered into a Merger Agreement with China PharmaHub Corp., as disclosed in the Form 8-K filed with the SEC on August 3, 2010, which disclosures are incorporated herein by reference.

 We find no other significant subsequent events as of and through this date.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD LOOKING STATEMENTS

Management’s Discussion and Analysis contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as well as historical information.  Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that the expectations reflected in these forward-looking statements will prove to be correct.  Forward-looking statements include those that use forward-looking terminology, such as the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,” “should,” and similar expressions, including when used in the negative.  Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties, and no assurance can be given that actual results will be consistent with these forward-looking statements.  Current shareholders and prospective investors are cautioned that any forward-looking statements are not guarantees of future performance.  Such forward-looking statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results for future periods could differ materially from those discussed in this report, depending on a variety of important factors, among which are our ability to implement our business strategy, our ability to compete with major established companies, the acceptance of our products in our target markets, the outcome of litigation, our ability to attract and retain qualified personnel, our ability to obtain financing, our ability to continue as a going concern, and other risks described from time to time in our filings with the Securities and Exchange Commission. Forward-looking statements contained in this report speak only as of the date of this report.  Future events and actual results could differ materially from the forward-looking statements.  You should read this report completely and with the understanding that actual future results may be materially different from what management expects.  We will not update forward-looking statements even though its situation may change in the future.

INTRODUCTION

 

The following discussion and analysis summarizes the significant factors affecting: (i) our results of operations for the three months ended June 30, 2010; and (ii) financial liquidity and capital resources.  This discussion and analysis should be read in conjunction with our financial statements and notes included in our registration statement. 

WWR was formed as a Nevada corporation on January 18, 2005.  We are a development stage corporation formed to market a unique line of historical costumes and reenactment clothing lines through our website with the registered domain name of WorldWideRelics.Com.  To date, we have marketed a range of historical uniforms known as “Britain in the 1930’s”.   We have sold these items to the growing market of worldwide enthusiasts and collectors through our internet platform and on eBay Inc.  We intend to market new ranges of products covering the American Civil War reenactment market by marketing a range of high quality uniforms for both the Union and Confederate Civil War Re-enactor.  This range includes both uniforms as well as accoutrements such as boots, belts, and back packs produced to what we believe is a museum quality standard.  The final sales entry point is the marketing of the Civil war memorabilia, to the domestic consumer, while still making available to consumers, both British and German uniforms from both the world wars to satisfy the demand from the growing re-enactment groups worldwide.

 

Our financial statements are prepared in accordance with U.S. generally accepted accounting principles and we have expensed all development expenses related to the establishment of the company.

 

 

 

 

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (Cont’d.)

 

CRITICAL ACCOUNTING POLICIES

A summary of significant accounting policies is included in Note 2 of the unaudited financial statements included in this quarterly report. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition. Our financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies.

 

Results of Operations – Comparison for the three and six month periods ended June 30, 2010 and 2009

Revenues

For the three months and six months ended June 30, 2010 revenues were $nil as compared to $nil for the corresponding 2009 periods.  

Cost of Sales

For the three and six months ended June 30, 2010 cost of sales were $nil as compared to $nil for the corresponding prior periods in 2009.

Operating Expenses

For the three months and six months ended June 30, 2010 we incurred $17,691 and $47,788 respectively in selling, general & administrative expenses as compared to $88 and $2,883 respectively in the corresponding 2009 periods. This increase, was chiefly due to payroll expenses, and professional fees incurred.

 

 

 

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (Cont’d.)

Liquidity and Capital Resources

 

As of June 30, 2010, our cash on hand was $nil; total current assets were $nil and total current liabilities amounted to $14,815.  As of June 30, 2010, the total stockholders’ deficit was $14,815.  Until the company achieves a net positive cash flow from operations, we are dependent on the Officers of the Company to advance us sufficient funds to continue operations. 

 

We believe that future funding may be obtained from public or private offerings of equity securities, debt or convertible debt securities or other sources.  Stockholders should assume that any additional funding will likely be dilutive.  Accordingly, our officers, directors and other affiliates are not legally bound to provide funding to us.  Because of our limited operations, if our officers and directors do not pay for our expenses, we will be forced to obtain funding.  We currently do not have any arrangements to obtain additional financing from other sources.  In view of our limited operating history, our ability to obtain additional funds is limited.  Additional financing may only be available, if at all, upon terms which may not be commercially advantageous to us.

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4T.  CONTROLS AND PROCEDURES

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company's management, including Richard Lui, the Company's Chief Executive Officer and Monica Ding, the Company’s Chief Financial Officer ("CEO/CFO"), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the three months ended June 30, 2010.  Based upon that evaluation, the Company's CEO /CFO concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's CEO /CFO, as appropriate, to allow timely decisions regarding required disclosure.

 

 

 

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ITEM 4T.  CONTROLS AND PROCEDURES (Cont’d).

CHANGES IN INTERNAL CONTROLS.

 

Our management, with the participation the Principal Executive Officer and Principal Accounting Officer performed an evaluation as to whether any change in our internal controls over financial reporting occurred during the Quarter ended June 30, 2010.  Based on that evaluation, the Company's CEO and CFO concluded that no change occurred in the Company's internal controls over financial reporting during the Quarter ended June 30, 2010 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II: OTHER INFORMATION

 

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 1A.  RISK FACTORS.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

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 A VOTE OF SECURITY HOLDERS

None.

 

ITEM 5.   OTHER INFORMATION

None.

 

ITEM 6.  EXHIBITS

 

Exhibit No.		Exhibit
3.1		Articles of Incorporation (1)
3.2		Bylaws (1)
31.1		Rule 13a-14(a)/15d-14(a) certification of Certificate of  Principal Executive Officer.
31.2		Rule 13a-14(a)/15d-14(a) certification of Certificate of  Principal Financial Officer
32.1		Section 1350 Certification of Principal Executive Officer.
32.2		Section 1350 Certification of Principal Financial Officer.

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*filed herewith

 

(1)	Incorporated by reference to the registration statement on Form S-1 that became effective December 18, 2009.

 

 

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	WORLD WIDE RELICS, INC
August 12, 2010	By:	/s/ Richard Lui
		Richard Lui
		Chief Executive Officer and President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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