UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: April 30,October 31, 2012
 
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____   to  ________

Commission File Number: 333-164633

PHOTOAMIGO, INC.
(Exact Name of Registrant as Specified in its Charter)
 
NEVADA 20-5422795
(State or other jurisdiction  
of incorporation or organization) 
(I.R.S. Employer
Identification Number)
 
2532 Foothill Road, Santa Barbara, CA  93105
(Address of Principal Executive Offices)  (Zip Code)

Registrant’s telephone number including area code:  (805) 965-0699

 924 Olive Street, Santa Barbara, CA. 93101
Former name, former address, and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (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 (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 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  x   No o

Indicate by checkmark whether the registrant is a large 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  oAccelerated filer   o
 Non-accelerated filer  oSmaller 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  o    No x



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:     3,012,000 shares of common stock outstanding as of June 14,December 12, 2012.
 
 
 
 
PHOTOAMIGO, INC.

Index
 
 
 
    Page
    
Item 1. Financial Statements  
    
 Balance Sheets as of April 30,October 31, 2012 (unaudited) and July 31, 2011   3
    
 Statements of Operations (unaudited) for the threethree months ended April 30, 2012 and 2011 4
Statements of Operations (unaudited) for the nine months ended April 30,October 31,  2012 and 2011, and for the period from inception (April 2, 2008) to April 30,October 31,  2012  54
    
 Statements of Cash Flows (unaudited) for the threenine months ended April 30,October 31, 2012 and 2011, and for the period from inception (April 2, 2008) to April 30,October 31, 2012  65
    
 Statement of Changes in Stockholders’ Equity (Deficit) for the period from inception (April 2, 2008) to April 30,October 31, 2012 (unaudited)  76
    
 Notes to Financial Statements (unaudited)  87
    
Item 2.Management's Discussion and Analysis or Plan of Operation  1110
    
Item 3. Quantitative and Qualitative Disclosures About Market Risk    1412
    
Item 4. Controls and Procedures    1413
    
Part II - OTHER INFORMATION  
    
Item 1.  Legal Proceedings  1513
    
Item 1A.Risk Factors  1513
    
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds    1513
    
Item 3.Defaults Upon Senior Securities    1513
    
Item 4.  Mine Saftey Disclosures  1513
    
Item 5.  Other Information   1513
    
Item 6. Exhibits   1513
    
SIGNATURES  1614
 
2
 
2
 
PHOTOAMIGO, INC.
(A Development Stage Company)
BALANCE SHEETS
 
       
  October 31, 2012  July 31, 2012 
  (unaudited)    
ASSETS      
       
Current assets:      
Cash and cash equivalents $1,699  $943 
Total current assets $1,699  $943 
         
         
         
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        
         
Current liabilities:        
Accounts payable $1,130  $2,015 
Advances from officer  227   227 
Total current liabilities  1,357   2,242 
         
Commitments and contingencies (Notes 2 and 4)        
         
Stockholders' equity (deficit):        
Preferred stock - $0.001 par value,  5,000,000 shares authorized:        
No shares issued or outstanding  -   - 
Common stock - $0.001 par value, 100,000,000 shares authorized:        
3,012,000 shares issued and outstanding  3,012   3,012 
Additional paid-in capital  203,119   195,619 
(Deficit) accumulated  during the development stage  (205,789)  (199,930)
Total stockholders' equity (deficit)  342   (1,299)
         
Total liabilities and stockholders' equity (deficit) $1,699  $943 
  Apr 30, 2012  July 31, 2011 
  (unaudited)    
ASSETS      
       
Current assets:      
Cash and cash equivalents $5,699  $1,227 
Total current assets $5,699  $1,227 
         
         
         
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        
         
Current liabilities:        
Accounts payable $37  $- 
Notes Payable - stockholders     $21,000 
Accrued compensation      16,200 
Accrued Interest      404 
Advances from officer  227   226 
Total current liabilities  264   37,830 
         
Commitments and contingencies (Notes 2 and 4)        
         
Stockholders' equity (deficit):        
Preferred stock - $0.001 par value,  5,000,000 shares authorized:        
No shares issued or outstanding  -   - 
Common stock - $0.001 par value, 100,000,000 shares authorized:        
3,012,000 shares issued and outstanding  3,012   3,012 
Additional paid-in capital  195,619   138,488 
(Deficit) accumulated  during the development stage  (193,196)  (178,103)
Total stockholders' equity (deficit)  5,435   (36,603)
         
Total liabilities and stockholders' equity (deficit) $5,699  $1,227 


The accompanying notes are an integral part of these financial statements.
 
3
 
3
 

PHOTOAMIGO, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
for the three months ended April 30, 2012 and 2011
(unaudited)

       
  
Three Months
ended
  
Three Months
ended
 
  April 30, 2012  April 30, 2011 
       
Revenues $-  $- 
         
Expenses:        
Website development  174   236 
Employee compensation  -   1,800 
Sales and marketing  -   - 
Legal and accounting fees  1,500   7,838 
Investor relations  1,975   2,313 
Other general and administrative  360   1,258 
Impairment  -   - 
Total expenses  4,009   13,445 
         
Operating (loss)  (4,009)  (13,445)
         
Other income(expense):        
Interest expense  -   (159)
Interest income  -   - 
         
Net (loss) $(4,009) $(13,604)
         
         
Net (loss) per common share:        
Basic and Diluted $(0.00) $(0.00)
         
Weighted average shares outstanding:        
Basic and Diluted  3,012,000   3,012,000 

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


4


PHOTOAMIGO, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
for the nine months ended April 30,October 31, 2012 and 2011
and for the period from inception (April 2 2008) to April 30,October 31, 2012
(unaudited)

          
  
Three Months
ended
  
Three Months
ended
  
From Inception
(April 2, 2008) to
 
  
October 31, 2012
  October 31, 2011  October 31, 2012 
          
Revenues $-  $-  $- 
             
Expenses:            
Website development  177   174   20,915 
Employee compensation      1,800   25,800 
Sales and marketing  -   -   3,162 
Legal and accounting fees  5,309   3,000   58,618 
Investor relations  361   1,822   31,432 
Other general and administrative  12   13   6,060 
Impairment  -   -   59,400 
Total expenses  5,859   6,808   205,387 
             
Operating (loss)  (5,859)  (6,808)  (205,387)
             
Other income(expense):            
Interest expense      (227)  (631)
Interest income  -   -   229 
             
Net (loss) $(5,859) $(7,035) $(205,789)
             
             
Net (loss) per common share:            
Basic and Diluted $(0.00) $(0.00)    
             
Weighted average shares outstanding:         
Basic and Diluted  3,012,000   3,012,000     

The accompanying notes are an integral part of these financial statements.
 
          
  
Nine Months
ended
  
Nine Months
ended
  
From Inception
(April 2, 2008) to
 
  April 30, 2012  April 30, 2011  April 30, 2012 
          
Revenues $-  $-  $- 
             
Expenses:            
Website development  627   749   20,560 
Employee compensation  1,800   5,400   25,800 
Sales and marketing  -   -   3,162 
Legal and accounting fees  7,894   19,994   49,653 
Investor relations  4,134   2,313   28,181 
Other general and administrative  410   1,292   6,036 
Impairment  -   -   59,400 
Total expenses  14,865   29,748   192,792 
             
Operating (loss)  (14,865)  (29,748)  (192,792)
             
Other income(expense):            
Interest expense  (227)  (194)  (631)
Interest income  -   -   227 
             
Net (loss) $(15,092) $(29,942) $(193,196)
             
             
Net (loss) per common share:            
Basic and Diluted $(0.01) $(0.01)    
             
Weighted average shares outstanding:         
Basic and Diluted  3,012,000   3,012,000     
4
 
PHOTOAMIGO, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
for the three months ended October 31, 2012 and 2011
and for the period from inception (April 2, 2008) to October 31, 2012
 (unaudited)

          
  
Three Months
ended
  
Three Months
ended
  
From Inception
(April 2, 2008) to
 
  October 31, 2012  October 31, 2011  October 31, 2012 
 Cash flows from operating activities:         
 Net (loss) $(5,859) $(7,034) $(205,789)
Adjustments to reconcile net (loss) to net cash         
 used by operating activities:            
 Impairment  -   -   59,400 
 Stock issued for services  -   -   20,500 
 Changes in operating assets and liabilities:            
   Increase/(decrease) in accounts payable  (885)  1,500   1,130 
 Increase in accrued compensation          16,200 
   Increase/(decrease) in advances from officer  -   -   227 
Increase/(decrease) in other current liabilities   227   - 
 Total adjustments  (885)  1,727   97,457 
             
Net cash (used in) operating activities  (6,744)  (5,307)  (108,332)
             
 Cash flows from investing activities:            
 Purchase of website assets  -   -   (300)
Net cash (used in) investing activities  -   -   (300)
             
Cash flows from financing activities:            
Cash Proceeds from notes payable          (7,000)
  Proceeds from notes payable - stockholders      6,800   (9,200)
Proceeds from Additional Paid in Capital  7,500       64,631 
 Cash proceeds from sale of stock  -   -   61,900 
Net cash provided by financing activities  7,500   6,800   110,331 
             
Net increase (decrease) in cash and equivalents  756   1,493   1,699 
             
Cash and equivalents at beginning of period  943   1,227   - 
             
Cash and equivalents at end of period $1,699  $2,720  $1,699 
           - 
             
Supplemental Cash Flow Information            
Interest paid $-  $-  $- 
Income taxes paid $-  $-  $- 
             
Non-cash investing and financing activities:            
Shares issued in exchange for website domain names,         
membership base and software $-  $-  $59,100 


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

 5
 
5

PHOTOAMIGO, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
 for the period from inception (April 2, 2008) to April 30,October 31, 2012
 (unaudited)

       Additional     Total        Additional     Total 
 Common Stock  Paid - in  Accumulated  Stockholders'  Common Stock  Paid - in  Accumulated  Stockholders' 
 Shares  Amount  Capital  (Deficit)  Equity (Deficit)  Shares  Amount  Capital  (Deficit)  Equity (Deficit) 
                              
Balance at Inception, April 2, 2008  -  $-  $-  $-  $-   -  $-  $-  $-  $- 
                                        
Shares issued in exchange for assets, April 2, 2008  2,100,000   2,100   57,000   -   59,100   2,100,000   2,100   57,000   -   59,100 
                                        
Shares issued for cash at                                        
$0.094 per share, April 2, 2008  500,000   500   46,500   -   47,000   500,000   500   46,500   -   47,000 
                                        
Shares issued for cash and services at                                        
$0.094 per share, April 2, 2008  250,000   250   23,250   -   23,500   250,000   250   23,250   -   23,500 
                                        
Shares issued for cash at                                        
$0.0833 per share, April 28, 2008  138,000   138   11,362   -   11,500   138,000   138   11,362   -   11,500 
                                        
Net (loss)  -   -   -   (86,542)  (86,542)  -   -   -   (86,542)  (86,542)
                                        
Balance, July 31, 2008  2,988,000   2,988   138,112   (86,542)  54,558   2,988,000   2,988   138,112   (86,542)  54,558 
                                        
Net (loss)  -   -   -   (36,247)  (36,247)  -   -   -   (36,247)  (36,247)
                                        
Balance, July 31, 2009  2,988,000   2,988   138,112   (122,789)  18,311   2,988,000   2,988   138,112   (122,789)  18,311 
                                        
Shares issued for cash at  24,000   24   376   -   400   24,000   24   376   -   400 
$0.0166 per share, January 25, 2010          .                   .         
                                        
Net (loss)  -   -   -   (24,935)  (24,935)  -   -   -   (24,935)  (24,935)
                                        
Balance, July 31, 2010  3,012,000   3,012   138,488   (147,724)  (6,224)  3,012,000   3,012   138,488   (147,724)  (6,224)
                                        
Net (loss)  -   -   -   (30,380)  (30,380)  -   -   -   (30,380)  (30,380)
                                        
Balance, July 31, 2011 $3,012,000  $3,012  $138,488  $(178,104) $(36,604) $3,012,000  $3,012  $138,488  $(178,104) $(36,604)
                                        
Net (loss)      -   -   (15,092)  (15,092)      -   57,131   (21,826)  35,305 
                                        
Additional paid in capital      -   57,131       57,131 
Balance, July 31, 2012  3,012,000  $3,012  $195,619  $(199,930) $(1,299)
                                        
Balance, April 30, 2012  3,012,000  $3,012  $195,619  $(193,196) $5,435 
Net (loss)      -   7,500   (5,859)  1,641 
                    
Balance, October 31, 2012  3,012,000  $3,012  $203,119  $(205,789) $342 

The accompanying notes are an integral part of these financial statements.
 
6
 

PHOTOAMIGO, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
for the nine months ended April 30, 2012 and 2011
and for the period from inception (April 2, 2008) to April 30, 2012
 (unaudited)
          
  
Nine months
ended
  
Nine months
ended
 ��
From Inception
(April 2, 2008) to
 
  April 30, 2012  April 30, 2011  April 30, 2012 
 Cash flows from operating activities:         
 Net (loss) $(15,092) $(29,942) $(193,196)
Adjustments to reconcile net (loss) to net cash         
 used by operating activities:            
 Impairment  -   -   59,400 
 Stock issued for services  -   -   20,500 
 Changes in operating assets and liabilities:            
   Increase/(decrease) in accounts payable  37   3,250   37 
 Increase/(decrease) in accrued interest          - 
 Increase in accrued compensation      5,400   9,000 
   Increase/(decrease) in advances from officer  -   -   227 
   Increase/(decrease) in other current liabilities  (404)  194   - 
 Total adjustments  (367)  8,844   89,164 
             
Net cash (used in) operating activities  (15,459)  (21,098)  (104,032)
             
 Cash flows from investing activities:            
 Purchase of website assets  -   -   (300)
Net cash (used in) investing activities  -   -   (300)
             
Cash flows from financing activities:            
Proceeds from advances payable            
Principal payments on long-term debt            
Accrued Expenses(shareholder)  (16,200)      (16,200) 
Proceeds from notes payable  (7,000)  7,000   (7,000)
Proceeds from accrued Compensation          - 
  Proceeds from notes payable-Stockholders  (14,000)  14,000   (14,000)
  Non-Cash Proceeds from additional paid in capital  57,131       57,131 
Cash Proceeds from sale of stock - IPO          28,200 
Cash Proceeds from sale of stock - PPM  -   -   61,900 
Net cash provided by financing activities  19,931   21,000   110,031 
             
Net increase (decrease) in cash and equivalents  4,472   (98)  5,699 
             
Cash and equivalents at beginning of period  1,227   3,003   - 
             
Cash and equivalents at end of period $5,699  $2,905  $5,699 
             
             
Supplemental Cash Flow Information            
Interest paid $-  $-  $- 
Income taxes paid $-  $-  $- 
             
Non-cash investing and financing activities:            
Shares issued in exchange for website domain names,         
membership base and software $-  $-  $59,100 

The accompanying notes are an integral part of these financial statements.
7
6
 
PHOTOAMIGO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
April 30,October 31, 2012 and 2011
(unaudited)
 
1.     Summary of Significant Accounting Policies
 
Interim Financial Information:    The interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) as promulgated in Item 210 of Regulation S-X.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position as of April 30,October 31, 2012, results of operations for the three and nine months ended April 30,October 31, 2012 and 2011, and cash flows for the ninethree months ended April 30,October 31, 2012 and 2011, as applicable, have been made.  The results for these interim periods are not necessarily indicative of the results for the entire year.  The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Form 10-K.

Organization:    PhotoAmigo, Inc. (the Company or PhotoAmigo) was organized under the laws of the State of Nevada on April 2, 2008.  The Company has been in the development stage since its formation and has not yet realized revenues from its planned operations.  It plans to develop photographic sharing and networking through its website PhotoAmigo.com.  The Company has chosen July 31 as its fiscal year-end.

Development Stage Company:    Based on the Company’s business plan, it is a development stage company since planned principal operations have not yet commenced.  Accordingly, the financial statements are presented in conformity with US GAAP that applies to development stage enterprises.  In addition to all the requirements applicable to an established enterprise, as a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from its inception date to the current balance sheet date.

Use of Estimates:    The preparation of financial statements in conformity with US GAAP requires the Company's management to make estimates and assumptions that affect the amounts of assets and liabilities, the identification and disclosure of impaired assets and contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition:     PhotoAmigo recently commenced operations, is in its development stage, and has not yet generated any significant revenues from operations.  Revenues are expected to be derived principally from subscriptions to our website.

PhotoAmigo will recognize revenue in accordance with the Accounting Standards Codification guidance for, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the amount is reasonably assured.  Certain insignificant amounts collected during the development, testing, and implementation phases are recorded as a recovery of development expense.

Deferred revenue will be recorded when amounts are received from customers for future subscriptions.  The deferred amounts will be subsequently recognized as income each month based on the pro-rata portion of the prepaid subscription that has been fulfilled.

 8
 
7
 
Concentration of Credit Risk:     Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of temporary cash investments. On April 30,October 31, 2012, the Company did not have a concentration of credit risk since it had no temporary cash investments in bank accounts in excess of the FDIC insured amounts.

Stock-based Compensation:     PhotoAmigo plans to account for stock-based compensation in accordance with the ASC guidance for “Stock Compensation,” requiring the Company to record compensation costs determined in accordance with the fair value based method prescribed in the guidance.  PhotoAmigo has no stock compensation plan and has not made any grants since inception, and, accordingly, has not recognized any stock-based compensation expense.

Per Share Amounts:     Basic earnings per share includes no dilution and is computed by dividing net income (or loss) by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company, assuming the issuance of an equivalent number of common shares pursuant to options, warrants, or convertible debt arrangements.  Diluted earnings per share is not shown for periods in which the Company incurs a loss because it would be anti-dilutive.  Similarly, potential common stock equivalents are not included in the calculation if the effect would be anti-dilutive.

Recent Accounting Pronouncements:     The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the SEC, and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company.

During the current fiscal year, various accounting standards updates were issued. Most of the updates represented technical corrections to the accounting literature or were applicable only to specific industries, and none of these additional recent updates are expected to have a material impact on the Company’s financial position, operations, or cash flows.

2.     Going Concern

The accompanying financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business.  However, PhotoAmigo’s operations are in the development stage and it has incurred losses since inception, resulting in an accumulated deficit of $ 193,196$205,789 as of April 30,October 31, 2012.  These conditions raise substantial doubt about the ability of PhotoAmigo to continue as a going concern.
 
In view of these matters, continuation as a going concern is dependent upon several factors, including the availability of debt or equity funding upon terms and conditions acceptable to PhotoAmigo, and ultimately achieving profitable operations.  Management believes that PhotoAmigo’s business plan provides it with an opportunity to continue as a going concern.  However, management cannot provide assurance that PhotoAmigo will meet its objectives and be able to continue in operation.
 
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of PhotoAmigo to continue as a going concern.

3.     Related Party Transactions
 
From time to time, PhotoAmigo receives funds from its sole executive officer to cover temporary working capital requirements.  As of April 30,October 31, 2012, the outstanding balance of advances from officer was $227.$226.
 
Office space is provided to PhotoAmigo at no additional cost by the sole executive officer.  No provision for these costs has been included in these financial statements as the amounts are not material.  
 
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8
 

4.     Income Taxes
 
PhotoAmigo’s deferred tax assets, valuation allowance, and change in valuation allowance are as follows:

Period Ending
Estimated NOL carry-forward
NOL expires
Estimated tax benefit from NOL
Valuation allowance
Change in valuation allowance
Net tax
 asset
Estimated NOL carry-forward
NOL expires
Estimated tax benefit from NOL
Valuation allowance
Change in valuation allowance
Net tax
 asset
        
July 31, 2008$86,5002028$ 17,300$ (17,300)$    -$86,5002028$ 17,300$ (17,300)$    -
July 31, 2009$36,2002029$ 7,200$ (7,200)$    -$36,2002029$ 7,200$ (7,200)$    -
July 31, 2010$25,0002030$ 5,000$ (5,000)$    -$25,0002030$ 5,000$ (5,000)$    -
July 31, 2011$33,6002031$6,600$(6,600)$    -$30,4002031$6,100$(6,100)$    -
April 30, 2012$15,0002032$3,000$ (3,000)$    -
July 31, 2012$22,0002032$4,400$ (4,400)$    -
October 31, 2012$ 6,0002033$1,200$ (1,200)$    -
 
Income taxes at the statutory rate are reconciled to reported income tax expense (benefit) as follows:

 20102009 2012  2011 
Income tax benefit at statutory rate (20%)  (20%)  (20%)
Deferred income tax valuation allowance 20% 20%  20%   20%
Reported tax rate 0% 0%  0%   0%
 
At this time, the Company is unable to determine if it will be able to benefit from its deferred tax asset.  There are limitations on the utilization of net operating loss carryforwards, including a requirement that losses be offset against future taxable income, if any.  In addition, there are limitations imposed by certain transactions which are deemed to be ownership changes.  Accordingly, a valuation allowance has been established for the entire deferred tax asset.
 

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Item 2.  Management’s Discussion and Analysis or Plan of Operation

Overview

This discussion updates our business plan for the balance of the fiscal year ending July 31, 2012.2013.  It also analyzes our financial condition at April 30,October 31, 2012, and compares it to our financial condition at July 31, 2011.2012.  This discussion summarizes the results of our operations for the three and nine month periodsperiod ended April 30,October 31, 2012 and compares it to the three and nine month periodsperiod ended April 30,October 31, 2011.  This discussion and analysis should be read in conjunction with our audited financial statements for the year ended July 31, 2011,2012, including footnotes, contained in our Annual Report on Form 10-K, and with the unaudited financial statements for the interim period ended April 30,October 31, 2012, including footnotes, which are included in this quarterly report.report..

Overview

We were incorporated in the State of Nevada on April 2, 2008.  Since inception, we have engaged in activities to formulate and implement our business plan.
 
Ability to continue as a “going concern”.  The independent registered public accounting firm’s report on our financial statements as of July 31, 2011,2012, includes a “going concern” explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to the factors prompting the explanatory paragraph are discussed in the financial statements, including footnotes thereto.

Development Stage Company.  We are considered to be in the development stage as defined in the accounting standards. We have devoted substantially all of our efforts to business planning and development.  Additionally, we have allocated a substantial portion of our time and investment to bringing our product to the market, and to raising capital.  We have not yet generated significant revenue from operations.

Plan of Operation
 
We provide social networking and photo sharing from our website PhotoAmigo.com.  We also maintain the domain names PhotoAmigo.net, fotoamigo.com and fotoamigo.net.  These domain names all redirect incoming traffic to our main website, PhotoAmigo.com.

We believe that we can generate significant revenue from the services provided by our website.  We need to continue development of the features on the website and attract additional subscribers.  PhotoAmigo believes that its brand, product offering and future enhancements will continue to attract users and will make it a premier destination for photo sharing.  While there are established photo sharing sites on the Internet, we believe that the continued growth of sharing photos and photo blogging will create an opportunity for additional sites.  Our strategy is to engage users by offering free photo sharing and social networking services.  We believe that by offering a full suite of services for free, we can eventually get users to upgrade their membership for more photo sharing storage space.

As shown in the following table, we have slowly increased the total number of members using our free services.

July 31, 2009  January 31, 2009  January 31, 2010  April 30, 2010  July 31, 2010 
 4,013   4,126   4,402   4,471   4,516 
July 31, 2009  July 31, 2010  July 31, 2011  July 31, 2012 
 4,013   4,519   4,553   4,583 

To become a viable enterprise, we must further increase the number of members visiting out site and convert members from free membership to paid membership.  We did not have any members using our paid services in any of these periods.

We are unable, at this time, to predict when, if ever, our objectives will be achieved.

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Liquidity and Capital Resources

As of April 30,October 31, 2012, we had a working capital balance of $5,435,$342, comprised of current assets of $5,699$1,699 and current liabilities of $264.$1,357.  This represents an $42,038 improvementa decrease in the deficit of $1,641 from the working capital deficit of ($36,603)$(1,299) reported as of July 31, 2011.2012.  During the three and nine months ended April 30,October 31, 2012, we consumed working capital as we continued to fund our plan of operations.  We also converted substantial accrued notes and compensation to Additional paid in capital thus reducing the working capital shortage.
 
We believe that our capital requirements for the next twelve months will be approximately $22,000,$24,000, and we do not currently have these capital resources.  

Our lack of capital resources may require us to obtain additional funding to achieve our photo sharing website development goals.  In the past we have relied on issuances of common stock to fund our operations.
 
We may seek additional financing in the form of debt or equity.  There is no assurance that we will be able to obtain any needed financing on favorable terms, or at all, or that we will find qualified purchasers for the sale of our stock.  Any sales of our securities would dilute the ownership of our existing investors.
 
We currently have no written or firm agreement regarding future funding requirements, and we may curtail our efforts or cease activities entirely.

We have not yet reported any revenue from operations.  To fund our operations, we issued 2,850,000 shares of common stock on April 2, 2008 for cash proceeds of $50,000.  On April 28, 2008, we issued an additional 138,000 shares of common stock for cash proceeds of $11,500.  On January 25, 2010, an additional 24,000 shares of common stock were issued for cash proceeds of $400.

From inception to April 30,October 31, 2012, cash used in operating activities was $104,033.$108,559.  This has substantially exhausted our capital resources.  We have recently reduced our operating activities so that we can conserve cash.  We are currently evaluating potential strategies to develop our website and create a viable business enterprise.

Future Capital Expenditures
 
As of April 30,October 31, 2012, we have no plans or commitments to acquire capital assets.


Results of Operations – Three Months Ended April 30,October 31, 2012 Compared to the Three Months Ended April 30,October 31, 2011

For the three months ended April 30,October 31, 2012, we recorded a net loss of $(4,009)$(5,859), or $nil per share, compared to a net loss for the corresponding period of 2011 of $(13,604)$(7,035) or $nil per share.  In neither period did we report any revenue.

Operating expenses decreased to $4,009$5,859 for the three months ended April 30,October 31, 2012, compared to $13,445$6,808 during the comparable period of 2011.  We incur employee compensation and website development expenses in connection with activities to develop our business.  We incur professional fees in connection with the activities required to prepare disclosure documents.  Consistent with our current need to conserve capital resources, we have reduced our website development expenses, our marketing expenses, and certain general and administrative expenses.  Professional fees decreasedincreased to $1,500$5,309 during the three months ending April 30, 2012 in connection with preparation of information to be included in our registration statement, and represent an decreasea increase of $6,338$ 2,309 from professional fees reported during the three months ended April 30,October 31, 2011.  Substantially all of our operating expenses are incurred in connection with activities to meet current reporting requirements for a public company and there was no material change in the nature or extent of those activities.


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Results of Operations – Nine Months Ended April 30, 2012 Compared to the Nine Months Ended April 30, 2011

For the nine months ended April 30, 2012, we recorded a net loss of $(15,092), or $nil per share, compared to a net loss for the corresponding period of 2011 of $(29,942) or $nil per share.  In neither period did we report any revenue.

Operating expenses decreased to $14,865 for the nine months ended April 30, 2012, compared to $29,748 during the comparable period of 2011.  We incur website development expenses in connection with activities to develop our business.  We incur professional fees in connection with the activities required to prepare disclosure documents.  Consistent with our current need to conserve capital resources, we have reduced our website development expenses, our marketing expenses, and certain general and administrative expenses.  Professional fees decreased to $7,894 during the nine months ending April 30, 2012 in connection with preparation of information to be included in our registration statement, and represent an decrease of $ 12,100 from professional fees reported during the nine months ended April 30, 2011,  Substantially all of our operating expenses are incurred in connection with activities to meet current reporting requirements for a public company and there was no material change in the nature or extent of those activities.

Critical Accounting Policies

There have been no changes in our critical accounting policies since July 31, 2011.2012.


Forward-Looking Statements

This Form 10-Q contains or incorporates by reference “forward-looking statements,” as that term is used in federal securities laws, about our financial condition, results of operations and business.  These statements include, among others:

- statements concerning the benefits that we expect will result from our business activities and results of business development that we contemplate or have completed, such as increased revenues; and

- statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts.

These statements may be made expressly in this document or may be incorporated by reference to other documents that we will file with the SEC.  You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions used in this report or incorporated by reference in this report.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements.  Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied.  We caution you not to put undue reliance on these statements, which speak only as of the date of this report.  Further, the information contained in this document or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions.


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Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The important factors that could prevent us from achieving our stated goals and objectives include, but are not limited to, those set forth in our annual report on Form 10-K, other reports filed with the SEC and the following:

·  The worldwide economic situation;
·  Any change in interest rates or inflation;
·  The willingness and ability of third parties to honor their contractual commitments;
·  Our ability to raise additional capital, as it may be affected by current conditions in the stock market and competition for risk capital;
·  Environmental and other regulations, as the same presently exist and may hereafter be amended.

We undertake no responsibility or obligation to update publicly these forward-looking statements, but may do so in the future in written or oral statements.  Investors should take note of any future statements made by or on our behalf.

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Item 4.  Controls and Procedures

(a)  We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.  As of April 30,October 31, 2012, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures.  Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective.

(b)           Changes in Internal Controls.  There were no changes in our internal control over financial reporting during the quarter ended April 30,October 31, 2012 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

None

Item 1A.  Risk Factors.

Not required for smaller reporting companies.

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

None

Item 3.  Defaults Upon Senior Securities.

None

Item 4.  Mine Saftey Disclosures.(Removed and Reserved)

Item 5.  Other Information.

None

Item 6.  Exhibits.

a.   Exhibits

 31.1Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Robert Heckes.
 32.1Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Robert Heckes.
 101Interactive Data Files



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SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
  PHOTOAMIGO, INC. 
    
    
 /s/ Robert Heckes 
Dated: June 18,December 14, 2012By: Robert Heckes, Director, Chief Executive Officer, and Chief Financial Officer 
    
 
 
In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

 
  PHOTOAMIGO, INC. 
    
    
 /s/ Robert Heckes 
Dated: June 18,December 14, 2012By: Robert Heckes, Director, Chief Executive Officer, and Chief Financial Officer 
    
 
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