SEC Filing Summary
Filing identity: The supplied filing is Gold Swap Inc.’s Form 10-Q for the quarter ended March 31, 2012, not a filing for Silo Pharma, Inc. Investors should verify the company and filing before relying on this summary.
Business context and reporting period
Gold Swap describes itself as a development-stage company incorporated in New York in 2010. It intended to source unwanted precious metals and jewelry from consumers for refining and resale, but said it had not clearly established how it would operate. The interim financial statements are unaudited.
Financial results and position
- Revenue: None in the quarter or from inception through March 31, 2012.
- Expenses and loss: First-quarter general and administrative expense and net loss were $13,039, versus $11,898 in first-quarter 2011. The filing attributes expenses mainly to professional fees.
- Cash flow: Operating cash use was $13,039 in Q1 2012, compared with $11,898 in Q1 2011. Financing provided $15,000, resulting in a $1,961 increase in cash to $3,713.
- Balance sheet and liquidity: At March 31, cash and total assets were $3,713; accounts payable was $3,500; working capital was $213; and stockholders’ deficit was $14,787. The filing says available funds were insufficient to execute the proposed plan over the next 12 months.
- Debt: The company received $15,000 from unsecured notes in February 2012. The notes carried 6% interest and 12% default interest. April 25 amendments extended maturity to February 25, 2014; the filing describes five notes of $3,000 each. No interest was paid during the reported period.
- Per-share data and capital: Reported basic and diluted loss per share was $0.00 for each three-month period (rounded); weighted-average shares were 30,631,200 in Q1 2012 and 29,992,736 in Q1 2011. As of May 9, 2012, 30,631,200 shares were outstanding.
- Margins: Not meaningful to calculate because the company had no revenue.
Changes versus the prior comparable period
Quarterly net loss increased by $1,141, from $11,898 to $13,039. Cash was $3,713 at March 31, 2012, versus $36,157 at March 31, 2011, as shown in the cash-flow statement. The company also raised $15,000 through notes during Q1 2012; it reported no such note proceeds in Q1 2011.
The MD&A calls the year-over-year loss change a “decrease,” although the reported loss amounts show an increase. It also says the change was primarily due to increased filing fees.
Outlook, risks, and other notable items
- Management planned to locate refinery partners, solicit consumers, facilitate shipment of items, and earn a spread between scrap and spot prices. No quantified revenue or earnings guidance was provided.
- Management identified the need for additional capital, including for marketing. Officers and directors had orally expressed willingness to support operating expenses if outside financing was unavailable, but were not legally or contractually obligated to lend.
- The filing includes a going-concern warning: continued operation depends on commencing business and obtaining debt or equity funding. It cautions that the company may be unable to raise funds and that failure would severely affect viability.
- One lender, Corrie Weisblum, was identified as the father-in-law of the CEO. No off-balance-sheet arrangements or pending legal proceedings were reported.
- Management said disclosure controls were effective and reported no material changes to internal control over financial reporting during the quarter.
Important facts for investors to verify
- Confirm that this Gold Swap Inc. filing, rather than a Silo Pharma filing, is the intended source.
- Review the original filing and exhibits for the five note terms, amendments, accrued interest, and lender relationships.
- Assess whether the company obtained financing and commenced operations after the reporting date; the filing provides no assurance of funding.
- Reconcile the MD&A’s description of the loss change with the financial statements’ reported increase.