Blue Line Protection Group, Inc. - Quarter Report: 2009 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) | ||
[X] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended: September 30, 2009 | ||
Or | ||
[ ] |
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: 000-52942 | ||
THE ENGRAVING MASTERS, INC. | ||
(Exact name of registrant as specified in its charter) | ||
Nevada |
20-5543728 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
3717 W. Woodside, Spokane, WA |
99208 | |
(Address of principal executive offices) |
(Zip Code) | |
(509) 599-2728 | ||
(Registrant's telephone number, including area code) | ||
_____________ | ||
(Former name, former address and former fiscal year, if changed since last report) | ||
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer [ ] |
Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) |
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 [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
Common Stock, $0.001 par value |
7,630,000 shares |
(Class) |
(Outstanding as at November 16, 2009) |
THE ENGRAVING MASTERS, INC.
Table of Contents
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15 |
2
PART I – FINANCIAL INFORMATION
Unaudited Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission"). While these statements reflect all normal recurring adjustments which are,
in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company's Annual Report on Form 10-K previously filed with the Commission on March 30, 2009.
3
The Engraving Masters, Inc.
(A Development Stage Company)
Condensed Balance Sheets
|
September 30, |
December 31, |
||||||
2009 |
2008 |
|||||||
Unaudited |
Audited |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash |
$ | 464 | $ | 7,420 | ||||
Total current assets |
464 | 7,420 | ||||||
Fixed assets, net of accumulated depreciation of $645 |
||||||||
and $265 as of 9/30/09 and 12/31/08, respectively |
875 | 1,256 | ||||||
Total assets |
$ | 1,339 | $ | 8,676 | ||||
Liabilities and Stockholders’ Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 1,260 | $ | - | ||||
Total current liabilities |
1,260 | - | ||||||
Total liabilities |
1,260 | - | ||||||
Stockholders’ equity |
||||||||
Preferred stock, $0.001 par value, 100,000,000 shares |
||||||||
authorized, no shares issued and outstanding |
- | - | ||||||
Common stock, $0.001 par value, 200,000,000 shares |
||||||||
authorized, 7,630,000 shares issued and outstanding |
||||||||
as of 9/30/09 and 12/31/08 |
7,630 | 7,630 | ||||||
Additional paid-in capital |
36,745 | 34,745 | ||||||
(Deficit) accumulated during development stage |
(44,296 | ) | (33,699 | ) | ||||
Total stockholders’ equity |
79 | 8,676 | ||||||
Total liabilities and stockholders’ equity |
$ | 1,339 | $ | 8,676 |
The accompanying notes are an integral part of these financial statements.
4
The Engraving Masters, Inc.
(A Development Stage Company)
Condensed Statements of Operations
Unaudited
Three Months Ended |
Nine Months Ended |
Inception |
||||||||||||||||||
September 30, |
September 30, |
(September 11, 2006) to |
||||||||||||||||||
2009 |
2008 |
2009 |
2008 |
September 30, 2009 |
||||||||||||||||
Revenue |
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Expenses: |
||||||||||||||||||||
Depreciation expense |
127 | 127 | 380 | 138 | 645 | |||||||||||||||
General and administrative expenses |
2,433 | 8,896 | 10,216 | 18,858 | 43,651 | |||||||||||||||
Total expenses |
2,560 | 9,023 | 10,596 | 18,996 | 44,296 | |||||||||||||||
Loss before provision for income taxes |
(2,560 | ) | (9,023 | ) | (10,596 | ) | (18,996 | ) | (44,296 | ) | ||||||||||
Provision for income taxes |
- | - | - | - | - | |||||||||||||||
Net loss |
$ | (2,560 | ) | $ | (9,023 | ) | $ | (10,596 | ) | $ | (18,996 | ) | $ | (44,296 | ) | |||||
Weighted average number of |
||||||||||||||||||||
common shares outstanding – basic |
7,630,000 | 7,630,000 | 7,630,000 | 7,630,000 | ||||||||||||||||
Net loss per share – basic |
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) |
The accompanying notes are an integral part of these financial statements.
5
The Engraving Masters, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
Unaudited
For the Nine Months Ended |
Inception |
|||||||||||
September 30, |
(September 11, 2006) to |
|||||||||||
2009 |
2008 |
September 30, 2009 |
||||||||||
Operating activities |
||||||||||||
Net loss |
$ | (10,596 | ) | $ | (18,996 | ) | $ | (44,296 | ) | |||
Adjustments to reconcile net (loss) to |
||||||||||||
net cash (used) by operating activities: |
||||||||||||
Depreciation |
380 | 138 | 645 | |||||||||
Changes in operating assets and liabilities: |
||||||||||||
(Decrease) Increase in accounts payable |
1,260 | (120 | ) | 1,260 | ||||||||
Net cash (used) by operating activities |
(8,956 | ) | (18,978 | ) | (42,391 | ) | ||||||
Investing activities |
||||||||||||
Purchase of fixed assets |
- | (1,520 | ) | (1,520 | ) | |||||||
Net cash (used) by investing activities |
- | (1,520 | ) | (1,520 | ) | |||||||
Financing activities |
||||||||||||
Donated capital |
2,000 | - | 2,275 | |||||||||
Issuances of common stock, |
- | - | 42,100 | |||||||||
Net cash provided by financing activities |
2,000 | - | 44,375 | |||||||||
Net increase(decrease) in cash |
(6,956 | ) | (20,498 | ) | 464 | |||||||
Cash – beginning |
7,420 | 30,736 | - | |||||||||
Cash – ending |
$ | 464 | $ | 10,238 | $ | 464 | ||||||
Supplemental disclosures: |
||||||||||||
Interest paid |
$ | - | $ | - | $ | - | ||||||
Income taxes paid |
$ | - | $ | - | $ | - |
The accompanying notes are an integral part of these financial statements.
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The Engraving Masters, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements
Unaudited
Note 1 – Basis of presentation
The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote
disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the audited financial statements
of the Company for the period ended December 31, 2008 and notes thereto included in the Company's annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative of annual results.
The Company has evaluated subsequent events through November 13, 2009, the date which the financial statements were available to be issued; no events were noted.
Note 2 – History and organization of the company
The Company was organized September 11, 2006 (Date of Inception) under the laws of the State of Nevada, as The Engraving Masters, Inc. The Company is authorized to issue up to 100,000,000 shares of its common stock and 100,000,000 shares of preferred stock, each with a par value of $0.001 per share.
The business of the Company is to sell engraved awards and collectibles via the Internet. The Company has limited operations and in accordance with Statement of Financial Accounting Standards No. 7 (SFAS #7), “Accounting and Reporting by Development Stage Enterprises,” the Company is considered a development stage
company.
Note 3 - Going concern
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure
equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
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The Engraving Masters, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements
Unaudited
Note 4 – Accounting Policies and Procedures
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ from those estimates.
Loss per share
Net loss per share is provided in accordance with Statement of Financial Accounting Standards No. 128 (SFAS #128) “Earnings Per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted
income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company had no dilutive common stock equivalents, such as stock options or warrants as of September 30, 2009.
Recent Accounting Pronouncements
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,” (“SFAS 168”). SFAS 168 replaces FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles”,
and establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its annual report
on Form 10-K for the fiscal year ending December 31, 2009. This will not have an impact on the results of the Company.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a
new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167 will have a material impact on the financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing
financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not expect
that the adoption of SFAS 166 will have a material impact on the financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events,” (“SFAS No. 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.
SFAS 165 applies to both interim financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 did not have a material impact on our financial statements.
8
The Engraving Masters, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements
Unaudited
Note 5 – Fixed Assets
Fixed assets consisted of the following:
September 30, |
December 31, |
|||||||
2009 |
2008 |
|||||||
Computer equipment |
$ | 1,520 | $ | 1,520 | ||||
Accumulated depreciation |
(645 | ) | (264 | ) | ||||
$ | 875 | $ | 1,256 |
During the three and nine month periods ended September 30, 2009, the Company recorded depreciation expense of $127 (2008: $127) and $380 (2008: $138), respectively.
Note 6 - Stockholders’ equity
The Company is authorized to issue 100,000,000 shares of $0.001 par value common stock and 100,000,000 shares of $0.001 par value preferred stock.
On September 14, 2006, the sole officer and director of the Company paid for expenses on behalf of the Company in the amount of $175. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.
On September 25, 2006, the sole officer and director of the Company donated cash in the amount of $100. The entire amount is considered to be additional paid-in capital.
On October 5, the Company issued 6,000,000 shares of its no par value common stock as founders’ shares to an officer and director in exchange for cash in the amount of $10,000.
On October 10, 2007, the Company issued 1,630,000 shares of its par value common stock in a public offering for total gross cash proceeds in the amount of $32,600. Total offering costs related to this issuance was $500.
Through the nine months ended September 30, 2009, an officer and director of the Company donated cash in the amount of $2,000. The entire amount is considered to be additional paid-in capital.
As of September 30, 2009, there have been no other issuances of common stock.
Note 7 – Warrants and options
As of September 30, 2009, there were no warrants or options outstanding to acquire any additional shares of common stock.
Note 8 – Related party transactions
In September 2006, an officer, director and shareholder of the Company paid for incorporation expenses on behalf of the Company in the amount $175. The full amount has been donated and is not expected to be repaid and is thus categorized as additional paid-in capital.
Also in September 2006, an officer, director and shareholder of the Company donated cash in the amount of $100 to the Company. The full amount has been donated and is not expected to be repaid and is thus categorized as additional paid-in capital.
Through the nine months ended September 30, 2009, an officer and director of the Company donated cash in the amount of $2,000. The entire amount is considered to be additional paid-in capital.
The Company does not lease or rent any property. Office services are provided without charge by an officer and director of the Company. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
9
Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report contains forward-looking statements about The Engraving Masters, Inc.’s business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available.
We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, The Engraving Master’s actual results may differ materially
from those indicated by the forward-looking statements.
The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.
There may be other risks and circumstances that management may be unable to predict. When used in this Quarterly Report, words such as, "believes,""expects," "intends,""plans,""anticipates,""estimates" and
similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.
Management’s Discussion and Results of Operation
Since our inception, we have worked with the singular goal of executing our business plan and establishing a base of operations. Unfortunately, we generated no revenues in any period since our inception. We have no sources of revenues and cannot forecast the amount, if any, of revenues we will generate for the foreseeable
future.
In the execution of our business, we incur depreciation expense and various general and administrative costs. During the three months ended September 30, 2009, we spent $2,560, consisting of $127 in depreciation expense on our computer equipment and $2,433 in general and administrative expenses. General and administrative
expenses during the most recent quarter consisted mainly of office expenditures ($173) and accounting and legal fees incurred as a result of being a public reporting entity ($2,260).
In the comparable three month period ended September 30, 2008, we incurred $9,023 in total expenses, consisting solely of $127 in depreciation expense and general and administrative costs of $8,896. General and administrative expenses during the comparable quarter ended September 30, 2008 consisted mainly of $481 in office expenditures,
accounting fees of $1,500 and professional fees paid to third party firms for web site development and other consulting-related services in the amount of $6,915. Our management attributes the decrease in aggregate expenses during the three month period ended September 30, 2009 from the comparable period ended September 30, 2008 to the reduction in our attempts to build and implement our business efforts. We believe that such reduction in professional fees were necessary, as the expected
benefits of such activities, in the form of revenues, are as yet unrealized.
No development related expenses have been or will be paid to our affiliates. We expect to continue to incur general and administrative expenses for the foreseeable future, although we cannot estimate the extent of these costs. As a result of our lack of revenues and incurring ongoing expenses related to the implementation
of our business, we have experienced net losses in all periods since our inception on September 11, 2006. In the three month period ended September 30, 2009, our net loss totaled $2,560, compared to a net loss of $9,023 in the three month period ended September 30, 2008. Since our inception, we have accumulated net losses in the amount of $44,296. We anticipate incurring ongoing operating losses and cannot predict when, if at all, we may expect these losses to plateau or narrow. We
have not been profitable from our inception in 2006 through present 2009. There is significant uncertainty projecting future profitability due to our history of losses, lack of revenues, and due to our reliance on the performance of third parties on which we have no direct control.
During the next 12 months of operations, we have limited expectations for our business. We continue to be in the development stage without material assets or revenue streams. Our efforts, to date, have provided no inkling of bringing us future potential success. Our management believes that most organizations
are postponing or suspending purchasing engraved award products, such as we sell. As a result, we have decided to delay all marketing and promotional efforts. To date, we have not developed or implemented any marketing strategy and do not intend to do so until the first quarter of 2010, at the earliest.
10
To be able to implement any significant marketing strategy, we must first raise additional capital through sales of our equity or debt securities. As of September 30, 2009, we had $464 of cash on hand, which are wholly insufficient to implement any attempts to establish a base of operations or, at a minimum, sustain our minimal
level of operations over the next 12 months. Our management expects that we will experience net cash out-flows for the fiscal year 2009, given the developmental nature of our business. We cannot predict the stability of current or projected overhead or that we will generate sufficient revenues to maintain our operations without the need for additional capital. Our management believes we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue
as a going concern. In the nine months ended September 30, 2009, an officer and director donated cash in the amount of $2,000 to finance our basic operating requirements. There are no formal or informal agreements to attain such financing. We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. As such, our principal accountants have expressed substantial doubt about our ability to continue as a going concern because
we have limited operations and have not fully commenced planned principal operations. If our business fails, our investors may face a complete loss of their investment.
Our management does not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our current officers and directors appear sufficient at this time. Our officers and directors work for us on a part-time basis, and are prepared to devote additional time, as necessary. We
do not expect to hire any additional employees over the next 12 months.
There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material impact on our revenues from continuing operations.
Controls and Procedures
Management’s Report On Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s
principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
|
1. |
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
|
2. |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
|
3. |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However,
these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
11
As of September 30, 2009, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and
SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management considered to be a material weakness under the standards of the Public Company Accounting Oversight Board, as identified by our Chief Executive Officer in connection with the review of our financial statements as of September 30, 2009, was the fact that we lack
a majority of independent members on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. Furthermore, we have no functioning audit committee, which would provide a modicum of oversight in the establishment and monitoring of required internal controls and procedures, without which may result in a material misstatement in our financial statements.
Management’s Remediation Initiatives
In an effort to remediate the identified material weakness and enhance our internal controls, we plan to establish a formal audit committee of the Board of Directors in the three months ended December 31, 2009. We are also seeking at least one additional person to serve as an outside Director, as well as sit on the audit committee,
thereby providing oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
Changes in internal controls over financial reporting
There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
12
PART II – OTHER INFORMATION
Unregistered Sales of Equity Securities
On September 14, 2006, we issued 6,000,000 shares of our common stock to David A. Uddman, a founding shareholder, officer and director. This sale of stock did not involve any public offering, general advertising or solicitation. The shares were issued in exchange for services performed by this founding shareholder
on our behalf in the amount of $6,000. Mr. Uddman received compensation in the form of common stock for performing services related to the formation and organization of our Company, including, but not limited to, designing and implementing a business plan and providing administrative office space for use by the Company; thus, these shares are considered to have been provided as founder’s shares. Additionally, the services are considered to have been donated, and have resultantly been
expensed and recorded as a contribution to capital. At the time of the issuance, Mr. Uddman had fair access to and was in possession of all available material information about our company, as Mr. Uddman is the President and a director of The Engraving Masters, Inc. The shares bear a restrictive transfer legend. On the basis of these facts, we claim that the issuance of stock to our founding shareholders qualifies for the exemption from registration contained in Section 4(2) of
the Securities Act of 1933.
Exhibits and Reports on Form 8-K
Exhibit Number |
Name and/or Identification of Exhibit |
3 |
Articles of Incorporation & By-Laws |
(a) Articles of Incorporation * | |
(b) By-Laws * | |
31 |
Rule 13a-14(a)/15d-14(a) Certifications |
(a) David Uddman | |
(b) Jolene Uddman | |
32 |
Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350) |
* Incorporated by reference herein filed as exhibits to the Company’s Registration Statement on Form 10 previously filed with the SEC on November 28, 2007, and subsequent amendments made thereto. |
8-K Filed Date |
Item Number |
August 3, 2009 |
Item 4.01 Change in Registrant’s Certifying Accountant |
Item 9.01 Financial Statements and Exhibits | |
September 22, 2009 |
Amendment to Form 8-K filed August 3, 2009 |
Item 4.01 Change in Registrant’s Certifying Accountant |
13
Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE ENGRAVING MASTERS, INC. | ||
(Registrant) | ||
Signature |
Title |
Date |
/s/ David Uddman |
President and |
November 16, 2009 |
David Uddman |
Chief Executive Officer |
|
/s/ Jolene Uddman |
Chief Financial Officer |
November 16, 2009 |
Jolene Uddman |
||
/s/ Jolene Uddman |
Chief Accounting Officer |
November 16, 2009 |
Jolene Uddman |
14