Flux Power Holdings, Inc. - Annual Report: 2009 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission
File
Number 0-25909
LONE PINE
HOLDINGS, INC.
(Name of
small business issuer in its charter)
|
Nevada
(State
or other jurisdiction of
incorporation
or organization)
|
86-0931332
(I.R.S.
Employer
Identification
No.)
|
c/o
Sanders Ortoli Vaughn Flam Rosenstadt LLP
501
Madison Avenue
New York,
NY 10022
(Address
of principal executive offices, zip code)
Issuer's
telephone number: 212-588-0022
Securities
registered under Section 12(b) of the Exchange Act:
|
Title
of Each
Class
NONE
|
Name
of Each Exchange
on
Which Registered
NONE
|
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, $0.001 par value
(Title of
Class)
Indicate
by check mark if the registrant is a well known seasoned issuer as defined in
Rule 405 of the Securities Act:
Yes
[ ] or No [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act:
Yes
[ ] or No [X]
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] or No
[ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to item 405 of
regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange
Act:
Large
accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer [ ] 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] or No [ ]
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and ask price of such common equity as of the last
business day of the registrants most recently completed second fiscal
quarter: $87,909.
Indicate
the number of shares outstanding of each of the Company’s classes of common
stock, as of April 5, 2010. Common stock, $.001 par value:
2,577,371
PART
I
ITEM
1. DESCRIPTION OF BUSINESS
Lone Pine
Holdings, Inc. (formerly Australian Forest Industries) ("the Company"), through
its wholly owned subsidiary Integrated Forest Products Pty Ltd ("Integrated"),
previously operated a saw mill in Australia which cut pine timber into building
products to supply the commercial and residential industry along the eastern
coast of Australia. In July 2007, Integrated went into receivership in Australia
and, as a result, discontinued its operations. However, the Company has not been
involved in any bankruptcy, receivership or similar proceeding.
On
September 1, 2006, Integrated, owned by the Timbermans Group Pty Ltd
("Timbermans"), entered into a share exchange agreement with the Company and
issued 240,000,000 shares of its common stock to acquire Integrated. In
connection with the share exchange agreement, Integrated became a wholly owned
subsidiary of the Company and Integrated's officers and directors became the
officers and directors of the Company. Prior to the merger, the Company was a
non-operating "shell" corporation.
As shown
in the accompanying consolidated financial statements, the Company had a net
loss from continuing operations of $36,975 in 2009. Management dissolved the
business and liquidated all of its liabilities. It spun out the bankrupt
subsidiary and is looking for a merger candidate for the public shell. At the
time of the spin out, the Company subsidiary was in bankruptcy under Australian
laws. The accompanying consolidated financial statements have been prepared on a
liquidation basis and discontinued operation.
HISTORY
We were
originally organized by the filing of Articles of Incorporation with the
Secretary of State of the State of Nevada on September 21, 1998 under the name
Oleramma, Inc. The Articles of Incorporation authorized the issuance of one
hundred five million (105,000,000) shares, consisting of one hundred million
(100,000,000) shares of Common Stock at par value of $0.001 per share and five
million (5,000,000) shares of Preferred Stock at par value of
$0.001.
On April
28, 1999, we changed our name to BuckTV.Com, Inc. on the basis that the Company
would market consumer products through an interactive web site. We again changed
our name in November 2002 to Multi-Tech International, Corp.
On
September 1, 2004, we entered into a Share Exchange Agreement with Timbermans
Group Pty Ltd, an Australian corporation and its wholly-owned subsidiary at the
time Integrated Forest Products Pty Ltd, an Australian corporation as well
(“Share Exchange Agreement” and “Share Exchange”, respectively). Pursuant to
such Share Exchange Agreement, we:
|
●
|
completed
a 200-1 reverse stock split of our common stock,
|
|
●
|
increased
our authorized number of shares from 100,000,000 to
300,000,000,
|
|
●
|
changed
our name from Multi-Tech International, Inc. to Australian Forest
Industries,
|
|
●
|
appointed
Messrs. Michael Timms, Norman Backman, Colin Baird, Antony Esplin and
Roger Timms to the board of directors and
|
|
●
|
issued
257,000,000 shares of our common stock as a result of the Share Exchange
Agreement.
|
Thus,
upon completion of the Share Exchange, Integrated Forest Products Pty Ltd
(“IFP”) became our wholly-owned subsidiary.
1
On July
31, 2007, PricewaterhouseCoopers Australia was appointed Receivers and Managers
of both Integrated and Timbermans. On this same date, Deloitte was
appointed Liquidator of Timbermans. Romanis Cant was appointed
Liquidator of Integrated on October 18, 2007.
Business
operations of Integrated were continued until November 30, 2007 when all the
assets of Integrated were offered for sale as a going concern. No
offers capable of acceptance by the Receivers were submitted. As a
result, the Receivers entered into contracts to sell the land, plant and
equipment of IFP as individual assets.
Timbermans
owned two major assets, a rural property and shares of our common
stock. The rural property was sold by auction on March 14,
2008. Timbermans entered into a contract to sell its land and
buildings for $9,556,357 and all of its manufacturing equipment for
$964,403.
Recent
Events
On July
31, 2007, both Timbermans Group and Integrated Forest Products were put into
Administration, the Australian equivalent of receivership, and
PricewaterhouseCoopers Australia was appointed each of their Receiver and
Manager. In connection with the Administration, the Receiver formed a
new Australian wholly owned subsidiary, Australian Forest Industries, LTD., and
exchanged all of the shares of Integrated Forest Products for Australian Forest
Industries, LTD. shares. On October 15, 2008, the Board of Directors
of Australian Forest Industries approved the transfer of all the outstanding
shares of Australian Forest Industries, LTD. to the principal shareholders and
Directors, who are also the shareholders of Timbermans Group. As a
result, the loan to the Timbermans Group was removed from our books and there is
currently no principal or interest due from us to Timbermans Group or any other
related party.
Our
management is looking for a merger candidate for the public
shell. To make us a more attractive merger candidate, effective
January 29, 2009, we:
|
●
|
amended our
Articles of Incorporation to change ourname from “Australian Forest
Industries” to “Lone Pine Holdings, Inc.” Our management
believes that the name change will disassociate us with our former
business of operating a saw mill in
Australia.
|
|
●
|
amended
our Articles of Incorporation to decrease the number of authorized shares
of capital stock from 305,000,000 to 150,000,000. Prior to the
amendment, the Articles of Incorporation authorized 300,000,000 shares of
common stock, and after the amendment, the Articles of Incorporation
authorize 145,000,000 shares of common stock. The Articles of
Incorporation prior to the amendment and after the amendment both
authorize 5,000,000 shares of preferred stock.
|
|
●
|
enacted
a reverse-stock split so that for every one hundred shares of our common
stock outstanding on the record date, shareholders received one share of
common stock (the "Reverse Stock Split").
Any fractional share of our common stock that would have existed as a
result of the Reverse Stock Split was rounded up to a whole
share. Every one hundred shares of common stock issued and
outstanding immediately prior to the record date were reclassified as, and
changed into, one share of common stock. Coupled with the decrease in our
authorized share capital, the Reverse Stock Split increased the number of
authorized and unissued shares of common stock from 14.1% prior to the
amendment to 98.2% after the amendment.
|
|
●
|
appointed
William S. Rosenstadt as the sole director, our Chief Executive Officer
and our Chief Financial Officer upon the simultaneous resignation of the
then existing directors and
officers.
|
2
ITEM
1A. RISK FACTORS
As a
smaller reporting company, we are not required to provide this
information.
ITEM
1B. UNRESOLVED STAFF COMMENTS
Not
applicable.
ITEM
2. PROPERTIES
We do not
have any real property or lease any real property. To the extent that
we have any office space, it has been provided to us free of charge by our Chief
Executive Officer, but there is no agreement for its continued use.
ITEM
3. LEGAL PROCEEDINGS
None.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Our
Common Stock is traded on the OTC-Bulletin Board under the symbol AUFI. The
following sets forth the range of the closing bid prices for our Common Stock
for the period January 1, 2008 through March 31, 2010. Such prices represent
inter-dealer quotations, do not represent actual transactions, and do not
include retail mark-ups, mark-downs or commissions. Such prices were determined
from information provided by a majority of the market makers for our Common
Stock.
|
High
Close
|
Low
Close
|
|||||||
|
2010
|
||||||||
|
First
Quarter
|
$ | 0.25 | $ | 0.25 | ||||
|
2009
|
||||||||
|
Fourth
Quarter
|
$ | 0.25 | $ | 0.25 | ||||
|
Third
Quarter
|
$ | 0.25 | $ | 0.15 | ||||
|
Second
Quarter
|
$ | 0.15 | $ | 0.15 | ||||
|
First
Quarter
|
$ | 5.00 | $ | 0.15 | ||||
|
2008
|
||||||||
|
Fourth
Quarter
|
$ | 5.00 | $ | 5.00 | ||||
|
Third
Quarter
|
$ | 9.50 | $ | 5.00 | ||||
|
Second
Quarter
|
$ | 5.00 | $ | 5.00 | ||||
|
First
Quarter
|
$ | 10.00 | $ | 5.00 | ||||
3
The
approximate number of holders of our Common Stock as of April 14, 2010 was
1,350.
|
No
cash dividends were declared by us during the fiscal years ended December
31, 2008 or December 31, 2009 or from January 1, 2010 to April 5,
2010.
|
ITEM
6. SELECTED FINANCIAL DATA
As a
smaller reporting company, we are not required to provide this
information.
ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING STATEMENTS
It should
be noted that this Management's Discussion and Analysis of Financial Condition
and Results of Operations may contain "forward-looking statements". The terms
"believe", "anticipate", "intend", "goal", "expect", and similar expressions may
identify forward-looking statements. These forward-looking statements represent
our current expectations or beliefs concerning future events. The matters
covered by these statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those set forth in the
forward-looking statements, including our dependence on weather-related factors,
introduction and customer acceptance of new products, the impact of competition
and price erosion, as well as supply and manufacturing restraints and other
risks and uncertainties. The foregoing list should not be construed as
exhaustive, and we disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statements, or to reflect the occurrence of anticipated or unanticipated
events. In light of the significant uncertainties inherent in the
forward-looking information included herein, the inclusion of such information
should not be regarded as a representation that the strategy, objectives or
other plans of ours will be achieved. We wish to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made.
Our
former subsidiaries Integrated and Timbermans went into administration in
Australia (in the U.S. this is tantamount to a Chapter 11 Bankruptcy). On
July 31, 2007, Price Waterhouse Coopers LLP was appointed Receivers and Managers
of both Integrated and Timbermans. Also on this same date, Deloitte
was appointed Liquidator of Timbermans. Romanis Cant was appointed
Liquidator of Integrated on October 18, 2007. The business operations
of Integrated were continued until November 30, 2007 when all of the assets of
Integrated were offered for sale as a going concern.
In
connection with the receivership, the receiver formed a new Australian wholly
owned subsidiary, Australian Forest Industries, LTD., and exchanged all of the
shares of Integrated for Australian Forest Industries, LTD.
shares. On October 15, 2008, the our Board of Directors approved the
transfer of all the outstanding shares of Australian Forest Industries, LTD. to
the principal shareholders and Directors, personally. Subsequent to the
spin out, we became a non-operating shell company.
As shown
in the accompanying consolidated financial statements, we have incurred a net
loss from continuing operations of $36,975 in 2009.
Because of the dissolution of the business and the liquidation of all
liabilities, our current business objective for the next 12 months is to
investigate and, if such investigation warrants, acquire a target company or
business seeking the perceived advantages of being a publicly held
corporation. We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business.
We do not
currently engage in any business activities that provide us with positive cash
flows. As such, the costs of investigating and analyzing business
combinations for the next approximately 12 months and beyond will be paid
through funds from financing to be obtained.
4
During
the next 12, months we anticipate incurring costs related to filing of Exchange
Act reports and costs relating to consummating an acquisition.
We
believe we will be able to meet these costs with amounts to be loaned to or
invested in us by our stockholders or other investors.
We may
consider a business which has recently commenced operations, is a developing
company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business
which may be experiencing financial or operating difficulties and is in need of
additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.
Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be
subject to numerous risks inherent in the business and operations of financially
unstable and early stage or potential emerging growth companies. In
addition, we may effect a business combination with an entity in an industry
characterized by a high level of risk, and, although our management will
endeavor to evaluate the risks inherent in a particular target business, there
can be no assurance that we will properly ascertain or assess all significant
risks.
RESULTS
OF OPERATIONS
Losses
associated with continuing operations for the twelve-month period ended
December 31, 2009 aggregated $36,975, primarily professional fees, as compared
to $87,534 for the twelve month period ended December 31,
3008 . As a result, we realized a net operating loss
from continuing operations of $36,975 or $(0.01) per share.
We had no
reviews from continuing operatons in our fiscal years ended December 31, 2009
and 2008. Income associated with discontinued operations for
the twelve-month period ended December 31, 2008 aggregated $32,569,279 or $12.64
per share. The income consists of a gain of $33,427,092 on the disposal of
our Australian subsidiary offset by a loss of $857,795 on the operations of the
Australian subsidiary in 2008 prior to disposal. The gain on disposal
consists of a gain of $7,130,700 on the sale of land, buildings and equipment in
addition to a gain of $26,296,392 on the transfer of shares of the
subsidiary. There was no income from discontinued operations in the fiscal
year ended December 31, 2009.
LIQUIDITY
AND CAPITAL RESOURCES
On
December 31, 2009 and 2008, we had no assets.
We had
total liabilities of $36,975 and $87,534 in 2009 and 2008,
respectively.
5
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
Our
discussion and analysis of our financial condition and results of operations are
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates,
including those related to bad debts, income taxes and contingencies and
litigation. We base our estimates on historical experience and on
various other assumptions that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under
different assumptions or conditions.
RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
Recent
Accounting Pronouncements Affecting Us:
In
September 2007, the FASB issued "Fair Value Measurements", ASC 820, which
defines fair value, establishes a framework for measuring fair value under other
accounting pronouncements that permit or require fair value measurements,
changes the methods used to measure fair value and expands disclosures about
fair value measurements. In particular, disclosures are required to provide
information on the extent to which fair value is used to measure assets and
liabilities; the inputs used to develop measurements; and the effect of certain
of the measurements on earnings (or changes in net assets). ASC 820 is effective
for fiscal years beginning after November 15, 2007 and interim periods within
those fiscal years. Early adoption, as of the beginning of an entity's fiscal
year, is also permitted, provided interim financial statements have not yet been
issued. We expect to adopt the provisions of ASC 740-10-25 beginning in the
first quarter of 2008. We are currently evaluating the potential impact, if any,
that the adoption of ASC 820 will have on our consolidated financial
statements.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a
smaller reporting company, we are not required to provide this
information.
ITEM
8. FINANCIAL STATEMENTS
6
LONE
PINE HOLDINGS, INC.
(FORMERLY
AUSTRALIAN FOREST INDUSTRIES, INC. AND SUBSIDIARY)
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009 AND 2008
| PAGE(S) | ||||
| Reports of Independent Registered Public Accounting Firms | F-1 | |||
| Consolidated Financial Statements: | ||||
| Consolidated Balance Sheets as of December 31, 2009 and 2008 | F-3 | |||
| Consolidated Statements of Operations for the Years Ended December 31, 2009 and 2008 | F-4 | |||
| Consolidated Statement of Changes in Stockholders’ (Deficit) For the Years Ended December 31, 2009 and 2008 | F-5 | |||
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2009 and 2008 | F-6 | |||
| Notes to Consolidated Financial Statements | F-7 | |||
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board
of Directors and Stockholders
Lone Pine
Holdings, Inc.
New York,
NY
We have
audited the accompanying balance sheet of Lone Pine Holdings, Inc. (the
“Company”) as of December 31, 2009, and the related statement of operations,
stockholders' deficit, and cash flows for the year then ended. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We
conducted our audit in accordance with standards established by the Public
Company Accounting Oversight Board (United States of America). Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lone Pine Holdings, Inc. as of
December 31, 2009, and the consolidated results of its operations and its cash
flows for the year ended December 31, 2009 in conformity with U.S. generally
accepted accounting principles.
The
accompanying financial statements have been prepared assuming that Loan Pine
Holdings, Inc. will continue as a going concern. As more fully described in Note
1, the Company has incurred substantial accumulated deficits and operating
losses and will require additional financing in 2010 to meet its obligations.
These issues lead to substantial doubt about the Company’s ability to continue
as a going concern. Management’s plans in regards to these matters are also
discussed in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/Friedman
LLP
Marlton,
New Jersey
April 15,
2010
F-1
MEYLER & COMPANY,
LLC
CERTIFIED
PUBLIC ACCOUNTANTS
ONE ARIN
PARK
1715
HIGHWAY 35
MIDDLETOWN,
NJ 07748
Report of
Independent Registered Public Accounting Firm
To the
Board of Directors
Lone Pine
Holdings, Inc.
New York,
NY
We have
audited the accompanying balance sheets of Lone Pine Holdings, Inc. as of
December 31, 2008 and 2007 and the related statements of operations,
stockholders’ deficit, and cash flows for each of the years in the two-year
period ended December 31, 2008. These financial statements are the
responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances but not for the purpose of
expressing an opinion on the effectiveness of the company’s internal control
over financial reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lone Pine Holdings, Inc. as of
December 31, 2008 and 2007, and the results of its operations and its cash flows
for each of the years in the two-year period ended December 31, 2008, in
conformity with accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note A to the
financial statements, the Company incurred a net loss from continuing operations
of $87,534 in 2008 and had an accumulated deficit of
$4,918,351 at
December 31, 2008, and there are existing uncertain conditions the Company faces
relative to its’ ability to obtain capital and operate successfully. These
conditions raise substantial doubt about its’ ability to continue as a going
concern. Management’s plans regarding these matters are also
described in Note A. The financial statements do not include any
adjustments that may result from the outcome of this uncertainty.
Middletown,
NJ
April 10,
2009
F-2
|
LONE
PINE HOLDINGS, INC.
|
||||||||
|
(FORMERLY
AUSTRALIAN FOREST INDUSTRIES, INC. AND SUBSIDIARY)
|
||||||||
|
CONSOLIDATED
BALANCE SHEETS
|
||||||||
|
DECEMBER
31, 2009 AND 2008
|
||||||||
|
ASSETS
|
||||||||
|
2009
|
2008
|
|||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
and cash equivalents
|
$ | - | $ | - | ||||
|
TOTAL
ASSETS
|
$ | - | $ | - | ||||
|
LIABILITIES AND STOCKHOLDERS'
(DEFICIT)
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Due
to principal stockholder
|
7,475 | - | ||||||
|
Accrued
expenses
|
29,500 | 87,534 | ||||||
|
TOTAL
CURRENT LIABILITIES
|
36,975 | 87,534 | ||||||
|
STOCKHOLDERS'
(DEFICIT)
|
||||||||
|
Preferred
stock, par value $0.001, 5,000,000 shares
|
||||||||
|
authorized,
none issued and outstanding
|
- | - | ||||||
|
Common
stock, par value $0.001, 145,000,000 shares
|
||||||||
|
authorized,
2,577,371 and 2,576,068 issued and outstanding
|
||||||||
|
at
December 31, 2009 and December 31, 2008, respectively
|
2,577 | 2,576 | ||||||
|
Additional
paid-in capital
|
4,915,774 | 4,828,241 | ||||||
|
Accumulated
deficit
|
(4,955,326 | ) | (4,918,351 | ) | ||||
|
Total
Stockholders' (Deficit)
|
(36,975 | ) | (87,534 | ) | ||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
$ | - | $ | - | ||||
F-3
|
LONE
PINE HOLDINGS, INC.
|
||||||||
|
(FORMERLY
AUSTRALIAN FOREST INDUSTRIES, INC. AND SUBSIDIARY)
|
||||||||
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
||||||||
|
FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008
|
||||||||
|
2009
|
2008
|
|||||||
|
REVENUE
|
$ | - | $ | - | ||||
|
OPERATING
EXPENSES
|
||||||||
|
General
and administrative expenses
|
36,975 | 87,534 | ||||||
|
Total
operating expenses
|
36,975 | 87,534 | ||||||
|
LOSS
FROM CONTINUING OPERATIONS
|
(36,975 | ) | (87,534 | ) | ||||
|
DISCONTINUED
OPERATIONS (NET OF TAXES)
|
||||||||
|
Loss
on operations of discontinued operations (net of tax of
$0)
|
- | (857,795 | ) | |||||
|
Gain
(loss) on disposal of discontinued operations (net of tax of
$0)
|
- | 33,427,092 | ||||||
|
Income
(loss) from discontinued operations
|
- | 32,569,297 | ||||||
|
NET
INCOME (LOSS )
|
$ | (36,975 | ) | $ | 32,481,763 | |||
|
NET
INCOME (LOSS) PER BASIC AND DILUTED SHARES
|
||||||||
|
Continuing
operations
|
$ | (0.01 | ) | $ | (0.03 | ) | ||
|
Discontinued
operations
|
- | 12.64 | ||||||
|
Total
|
$ | (0.01 | ) | $ | 12.61 | |||
|
WEIGHTED
AVERAGE OF COMMON SHARES OUTSTANDING
|
||||||||
|
BASIC
AND DILUTED
|
2,577,371 | 2,576,068 | ||||||
F-4
|
(FORMERLY
AUSTRALIAN FOREST INDUSTRIES, INC. AND SUBSIDIARY)
|
||||||||||||||||||||||||||||||||
|
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)
|
||||||||||||||||||||||||||||||||
|
FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008
|
||||||||||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||||||||||
|
Preferred
Stock
|
Common
Stock
|
Additional
|
Other
|
|||||||||||||||||||||||||||||
|
Series
A
|
Paid-in
|
Accumulated
|
Comprehensive
|
|||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Income
(Loss)
|
Total
|
|||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
|
Balance,
December 31, 2007
|
- | $ | - | 2,576,068 | $ | 2,576 | $ | 4,828,241 | $ | (37,400,114 | ) | $ | (1,843,600 | ) | $ | (34,412,897 | ) | |||||||||||||||
|
Foreign
currency translation
|
- | - | - | - | - | 1,843,600 | 1,843,600 | |||||||||||||||||||||||||
|
Net
income for the year ended December 31, 2008
|
- | - | - | - | - | 32,481,763 | - | 32,481,763 | ||||||||||||||||||||||||
|
Balance,
December 31, 2008
|
- | - | 2,576,068 | 2,576 | 4,828,241 | (4,918,351 | ) | - | (87,534 | ) | ||||||||||||||||||||||
|
Reverse
stock split was rounded up to a whole share
|
1,303 | 1 | (1 | ) | - | |||||||||||||||||||||||||||
|
Forgiveness
of accrued expenses at December 31, 2008 by principal
shareholder
|
87,534 | 87,534 | ||||||||||||||||||||||||||||||
|
Net
(Loss) for the year ended December 31, 2009
|
- | - | - | - | - | (36,975 | ) | (36,975 | ) | |||||||||||||||||||||||
|
Balance,
December 31, 2009
|
- | $ | - | 2,577,371 | $ | 2,577 | $ | 4,915,774 | $ | (4,955,326 | ) | $ | - | $ | (36,975 | ) | ||||||||||||||||
F-5
|
LONE
PINE HOLDINGS, INC.
|
||||||||
|
(FORMERLY
AUSTRALIAN FOREST INDUSTRIES, INC. AND SUBSIDIARY)
|
||||||||
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
||||||||
|
FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008
|
||||||||
|
2009
|
2008
|
|||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
||||||
|
Net
(loss)
|
$ | (36,975 | ) | $ | 32,481,763 | |||
|
Income
(loss) from discontinued operations
|
- | (32,569,297 | ) | |||||
|
Adjustments
to reconcile net income (loss) to cash provided
|
||||||||
|
by
(used in) operating activities:
|
||||||||
|
Increase
(decrease) in accrued expenses
|
29,500 | 87,534 | ||||||
|
Cash
used in operating activities- continuing operations
|
(7,475 | ) | - | |||||
|
Cash
used in operating activities- discontinued operations
|
- | (7,985,893 | ) | |||||
|
Net
cash provided by (used in) operating activities
|
(7,475 | ) | (7,985,893 | ) | ||||
|
Income
(loss) from discontinued operations
|
||||||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
|
Cash
provided by investing activities- continuing operations
|
- | - | ||||||
|
Cash
provided by investing activities- discontinued operations
|
- | 7,985,893 | ||||||
|
Net
cash provided by investing activities
|
- | 7,985,893 | ||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Cash
provided by financing activities- continuing operations
|
7,475 | - | ||||||
|
Net
cash provided by (used in) financing activities
|
7,475 | - | ||||||
|
NET
INCREASE (DECREASE) IN CASH
|
$ | - | $ | - | ||||
|
CASH
BEGINNING OF YEAR
|
- | - | ||||||
|
CASH
END OF YEAR
|
$ | - | $ | - | ||||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW
|
||||||||
|
INFORMATION:
|
||||||||
|
Net
liabilities spun out to former management and shareholders
|
$ | - | $ | 26,296,392 | ||||
|
Forgiveness
of accrued expenses at December 31, 2008 by
|
||||||||
|
principal
shareholder
|
$ | 87,534 | $ | - | ||||
F-6
LONE
PINE HOLDINGS, INC.
(FORMERLY
AUSTRALIAN FOREST INDUSTRIES, INC. AND SUBSIDIARY)
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2009 AND 2008
NOTE
1 - BASIS OF PRESENTATION AND NATURE OF BUSINESS
Nature of
Business
Lone Pine
Holdings, Inc. (“the Company”), through its former wholly owned subsidiary
Integrated Forest Products Pty Ltd (“Integrated”), previously operated a saw
mill in Australia which cut pine timber into building products to supply the
commercial and residential industry along the eastern coast of Australia. In
July 2007, its wholly owned subsidiary in Australia was put into receivership
and has formerly discontinued its operations. In connection with the
receivership, the receiver formed a new Australian wholly owned subsidiary,
Australian Forest Industries, LTD., and exchanged all of the shares of
Integrated for Australian Forest Industries, LTD. shares. On October
15, 2008, the board of Directors of the Company approved the transfer of all the
outstanding shares of Australian Forest Industries, LTD. to the principal
shareholders and Directors, personally. Subsequent to the spin out, the
Company became a non-operating shell company.
Going
Concern
As shown
in the accompanying financial statements, the Company incurred a loss from
continuing operations of
$36, 975
in 2009 and had an accumulated deficit of $4,955,326 at December 31,
2009. Management in October 2008 dissolved the saw mill operations in
Australia which was in receivership, spun out the bankrupt subsidiary and is
currently looking for a merger candidate for the public shell. Our short term
liquidity needs are principally related to our operating expenses. It is
expected that this will get funded by our principal stockholder. The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern and do not include any adjustments as a result
of this uncertainty.
NOTE
2 – REVERSE STOCK SPLIT/ CHANGE OF NAME
Effective
January 29, 2009, the Company amended its Articles of Incorporation to decrease
the number of authorized shares of capital stock from 305,000,000 to
150,000,000. Prior to the amendment, the Company’s Articles of
Incorporation authorized 5,000,000 shares of preferred stock and 300,000,000
shares of common stock, and after the amendment, the Company’s Articles of
Incorporation authorize 5,000,000 shares of preferred stock and 145,000,000
shares of common stock.
On
January 29, 2009, the Company also changed its name from “Australian Forest
Industries” to “Lone Pine Holdings, Inc.” The Company’s management
believes that the name change will disassociate the Company with its former
business of operating a saw mill in Australia.
On
January 29, 2009, the Company enacted a reverse-stock split so that for every
one hundred shares of our common stock outstanding on the record date, the
Company’s shareholders received one share of our common stock (the "Reverse Stock
Split"). Any fractional share of the Company’s common stock
that would have existed as a result of the Reverse Stock Split was rounded up to
a whole share. Every one hundred shares of common stock issued and
outstanding immediately prior to the record date will be reclassified as, and
changed into, one share of common stock.
The
principal effect of the Reverse Stock Split was to decrease the number of
outstanding shares of common stock. At the time of the record date, the Company
had 257,600,680 shares outstanding, which number was reduced to 2,577,371 as a
result of the Reverse Stock Split. All share and per share amounts
have been retrospectively restated to give effect to the Reverse Stock Split in
the accompanying financial statements.
F-7
LONE
PINE HOLDINGS, INC.
(FORMERLY
AUSTRALIAN FOREST INDUSTRIES, INC. AND SUBSIDIARY)
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2009 AND 2008
NOTE
3 –CHANGE OF CONTROL
Baytree
Capital Associates LLC (“Baytree”) has obtained a controlling interest in the
Company’s common shares pursuant to a Stock Purchase Agreement that it entered
into with each of the Company’s recent directors (Michael Timms, Roger Timms,
Colin Baird and Tony Esplin), their affiliate and their immediate family
members. One of the selling shareholders under the Stock Purchase
Agreement was Timbermans Group, which owned approximately 54.3% of the Company’s
share capital and was affiliated with each of the Company’s aforementioned
directors. Although Timbermans Group was owned by these directors, it
was placed into a form of receivership under Australian law, and the contractual
decision to enter into the contract for the sale of shares was made by its
Receiver, PricewaterhouseCoopers, rather than the shareholders.
Under the
Stock Purchase Agreement, Baytree purchased 2,385,000 shares of the Company’s
common stock (238,500,000 million shares of common stock prior to the reverse
stock-split described above) in exchange for $448,125. As a condition to
the sale under the Stock Purchase Agreement, the Company’s directors and
officers needed to resign, and Baytree arranged with those directors and
officers to have William S. Rosenstadt appointed as sole director and executive
officer.
NOTE
4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of
Estimates
The
preparation of the financial statements in conformity with U.S. 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 reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Foreign Currency
Translation
For 2008
prior to the spin out of its wholly owned subsidiary, the Company considered the
Australian dollar to be its functional currency. Assets and
liabilities were translated into US dollars at year-end exchange
rates. Statement of operations amounts were translated using the
average rate during the year. Gains and losses resulting from
translating foreign currency financial statements were included in accumulated
other comprehensive loss, a separate component of stockholders’
deficit. Upon spin out of its wholly owned subsidiary, the Company
recognized the accumulated other comprehensive loss as part of the Gain on
disposal of discontinued operations within the Statement of
Operations. Subsequent to the spin out of its wholly subsidiary, the
Company considered the US dollar to be its functional currency.
Consolidated Financial
Statements
The
financial statements previously in 2008 and prior included its wholly owned
subsidiary where all significant intercompany transactions and balances were
eliminated in consolidation. As mentioned in Note 1, in 2008 the Company
approved the transfer of all the outstanding shares of its’ subsidiary to the
principal shareholders and Directors, personally. Subsequent to this
transfer, the Company did not have any subsidiaries.
Net Loss Per Common
Share
Basic
earnings per share is computed using the weighted average number of common
shares outstanding during the period. It also assumes that outstanding common
shares were increased by shares issuable upon exercise of those stock options
and warrants for which the market price exceeds exercise price, less shares
which we could have purchased with related proceeds. All outstanding options and
warrants were excluded from the calculation of diluted earnings per share for
2008 and 2009 because their inclusion would have been antidilutive.
F-8
LONE
PINE HOLDINGS, INC.
(FORMERLY
AUSTRALIAN FOREST INDUSTRIES, INC. AND SUBSIDIARY)
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2009 AND 2008
NOTE
4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair Values of Financial
Instruments
The
Company uses financial instruments in the normal course of
business. The carrying values of accrued expenses approximate their
fair value due to the short-term maturities of these liabilities.
Income
Taxes
The
Company has adopted the provisions of Financial Accounting Standards Board
Accounting Standards Codification (FASB ASC) 740, Accounting for Income Taxes.
The Company accounts for income taxes pursuant to the provisions of the ASC 740,
Accounting for Income Taxes, which requires an asset and liability approach to
calculating deferred income taxes. The asset and liability approach requires the
recognition of deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
basis of assets and liabilities.
NOTE
5 – RELATED PARTY TRANSACTIONS
As of
December 31, 2009 the Company received advances from the principal stockholder
in the amount of $7,475 to pay professional fees. The amounts due to the related
party are unsecured and non-interest bearing with no set terms of
repayment.
NOTE
6 – STOCKHOLDERS’ DEFICIT
During
the year ended December 31, 2009, $87,534 in accrued expenses were forgiven by a
principal shareholder of the Company on behalf of the Company. These
amounts were recorded as a capital contribution. There were 1,303 fractional
shares of the Company’s common stock that existed as a result of the Reverse
Stock Split were rounded up to a whole share.
NOTE
7 – RECENT ACCOUNTING PRONOUNCEMENTS
In
June 2009, the Financial Accounting Standards Board (“FASB”) approved the
FASB Accounting Standards Codification (“the Codification”) as the single source
of authoritative nongovernmental generally accepted accounting principles
(“GAAP”). All existing accounting standard documents, such as FASB,
American Institute of Certified Public Accountants, Emerging Issues Task Force
and other related literature, excluding guidance from the Securities and
Exchange Commission (“SEC”), have been superseded by the
Codification. All other non-grandfathered, non-SEC accounting
literature not included in the Codification has become
nonauthoritative. The Codification did not change GAAP, but instead
introduced a new structure that combines all authoritative standards into a
comprehensive, topically organized online database. The Codification
is effective for interim or annual periods ending after September 15, 2009,
and impacts the Company’s financial statements as all future references to
authoritative accounting literature will be referenced in accordance with the
Codification. There have been no changes to the content of the
Company’s financial statements or disclosures as a result of implementing the
Codification during the year ended December 31, 2009.
F-9
LONE
PINE HOLDINGS, INC.
(FORMERLY
AUSTRALIAN FOREST INDUSTRIES, INC. AND SUBSIDIARY)
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2009 AND 2008
NOTE
7– RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements and
Disclosures" ("SFAS No. 157"), and on February 12, 2008, the FASB issued
FSP FAS 157-2, "Effective Date of FASB Statement No. 157", which are now
codified as FASB Accounting Standards Codification (“ASC”) Topic
820. This guidance established a common definition for fair value to
be applied to U.S. GAAP guidance requiring the use of fair value,
establishes a framework for measuring fair value, and expands the disclosure
about such fair value measurements. On January 1, 2008, the Company
adopted this guidance for financial assets and liabilities, and on January 1,
2009, the Company adopted this guidance for non-financial assets and
non-financial liabilities that are recognized and disclosed at fair value on a
nonrecurring basis. The adoption of the provisions of ASC 820 did not
have a material impact on the Company’s results of operations, cash flows or
financial position.
In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(APB) 28-1, Interim
Disclosures about Fair Value of Financial Instrument, codified under ASC
Topic 820. This guidance updated the requirements for an entity to
provide disclosures about fair value of financial instruments in interim
financial information. This guidance was to be applied prospectively and was
effective for interim and annual periods ending after June 15, 2009 with
early adoption permitted for periods ending after March 15, 2009. The
adoption of these provisions did not have a material impact on the Company’s
results of operations, cash flows or financial position.
In April
2009, the FASB issued FSP No. 157-4, “Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), codified under
ASC Topic 820, which provides additional guidance for estimating fair value in
accordance with SFAS No. 157. This guidance is effective for the quarter
ending June 30, 2009. The adoption of these provisions did not have
an impact on the Company’s results of operations, cash flows or financial
position.
In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations”, codified
under ASC Topic 805. This standard establishes principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
non-controlling interest in the acquiree and the goodwill
acquired. This statement also establishes disclosure requirements
which will enable users to evaluate the nature and financial effects of the
business combination. This guidance is effective for us for
acquisitions made after January 1, 2009. Adoption of these provisions
of ASC 805 did not have a material impact on the Company results of operations,
cash flows or financial position.
In April
2009, the FASB issued FSP SFAS No. 141(R)-1, “Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from
Contingencies”, codified under ASC Topic 805. This guidance amended
the provisions related to the initial recognition and measurement, subsequent
measurement and disclosure of assets and liabilities arising from contingencies
in a business combination under SFAS No. 141(R). This guidance
carried forward the requirements in SFAS No. 141 for acquired
contingencies, thereby requiring that such contingencies be recognized at fair
value on the acquisition date if fair value can be reasonably estimated during
the allocation period. Otherwise, entities would typically account
for the acquired contingencies in accordance with SFAS No. 5, Accounting for Contingencies
. This guidance had the same effective date as SFAS No. 141(R)
and was therefore adopted January 1, 2009. Adoption of these
provisions did not have a material impact on the Company results of operations,
cash flows or financial position.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”, codified under ASC Topic
810. This guidance outlines the accounting and reporting for
ownership interest in a subsidiary held by parties other than the
parent. The Company adopted these provisions on January 1, 2009.
Adoption of these provisions did not have a material impact on the Company
results of operations, cash flows or financial position.
F-10
LONE
PINE HOLDINGS, INC.
(FORMERLY
AUSTRALIAN FOREST INDUSTRIES, INC. AND SUBSIDIARY)
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2009 AND 2008
NOTE
7– RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation
No. 46(R)”, which will be included under ASC Topic 810. This
guidance changes how a company determines when an entity that is insufficiently
capitalized or is not controlled through voting (or similar rights) should be
consolidated. The determination of whether a company is required to
consolidate an entity is based on, among other things, an entity’s purpose and
design and a company’s ability to direct the activities of the entity that most
significantly impact the entity’s economic performance. This guidance
is effective for the Company’s fiscal year beginning on January 1,
2010. The Company is currently evaluating the impact of the
implementation of these provisions on its consolidated financial position,
results of operations and cash flows.
In May
2009, the FASB issued SFAS No. 165, Subsequent Events, codified
under ASC Topic 855. SFAS No. 165 is intended to establish 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. This guidance requires the disclosure of the date
through which an entity has evaluated subsequent events and the basis for that
date. The disclosure requirements were effective for the Company’s
interim reporting period ended on June 30, 2009. The adoption of
these provisions did not have an impact on the Company’s results of operations,
cash flows or financial position.
NOTE
8 - DISCONTINUED OPERATIONS
In July
2007, the Company’s wholly owned subsidiary in Australia was put into
receivership and has formerly discontinued its operations. In 2007,
the Company entered into a contract to sell its land, buildings and equipment
for $10,564,886 ($12,386,000 Australian dollars). The sales price of
the equipment was less than the carrying amount, therefore the equipment was
written down to the net contract price in 2007 when the contract was
signed. This resulted in an impairment loss of $15,640,350 in
2007. The contract price for the land and buildings was substantially
greater than their carrying values, thus no impairment was
recorded.
The sale
of land, buildings and equipment was completed in 2008. The Company
recognized a gain of $7,130,700 on the disposal. The proceeds were
used to pay for administrative expenses and creditors of the
Company.
On
October 15, 2008, the board of Directors of the Company approved the transfer of
all the outstanding shares of Australian Forest Industries, LTD. to the former
principal shareholders and Directors, personally. As a result of this
transfer, the Company transferred net liabilities of $26,296,392 to its former
principal shareholders and Directors. This transfer completed the
discontinuance of the Company’s operations in Australia. Summarized
financial information for the discontinued operations is shown
below.
F-11
LONE
PINE HOLDINGS, INC.
(FORMERLY
AUSTRALIAN FOREST INDUSTRIES, INC. AND SUBSIDIARY)
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2009 AND 2008
NOTE
9- INCOME TAXES
The net
deferred tax assets in the accompanying balance sheets include the following
components at December 31, 2009 and 2008:
Due to
the uncertainty of utilizing the approximate $504,000 and $467,000 in net
operating losses, for the years ended December 31, 2009 and 2008 respectively,
and recognizing the deferred tax assets, an offsetting valuation allowance has
been established.
NOTE
10 - SUBSEQUENT EVENTS
Management
has evaluated all subsequent events occurring since December 31, 2009 through
April 10, 2010. There have been no subsequent events that would require changes
to the accompanying financial statements or disclosure therein other than what
is noted above.
F-12
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
On March
31, 2010, Meyler & Company, LLC (“Meyler”) was dismissed as our independent
registered public accounting firm. Our Board of Directors approved such
dismissal on March 31, 2010. Meyler’s reports on our financial
statements for the years ended December 31, 2008 and 2007 did not contain an
adverse opinion or a disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope, or accounting principles, except for a
qualification expressing uncertainty about our ability to continue as a going
concern.
During
the years ended December 31, 2008 and 2007 and through March 31, 2010, there
were no disagreements on any matter of accounting principles or practices,
financial statement disclosures, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with Meyler’s opinion to the subject matter of the
disagreement.
On March
31, 2010, the Board appointed Friedman LLP (“Friedman”) as our new independent
registered public accounting firm. The decision to engage Friedman was approved
by our Board of Directors on March 31, 2010.
Prior to
March 31, 2010, we did not consult with Friedman regarding (1) the application
of accounting principles to a specified transactions, (2) the type of audit
opinion that might be rendered on our financial statements, (3) written or oral
advice was provided that would be an important factor considered by us in
reaching a decision as to an accounting, auditing or financial reporting issues,
or (4) any matter that was the subject of a disagreement
ITEM
9A(T). DISCLOSURE CONTROLS AND PROCEDURES
Responsibility
For Financial Information — Management is responsible for the
preparation, accuracy, integrity and objectivity of the Consolidated Financial
Statements and the other financial information included in this report.
Such information has been prepared in conformity with accounting principles
generally accepted in the United States of America and accordingly, includes
certain amounts that represent management’s best estimates and judgments. Actual
amounts could differ from those estimates.
Responsibility
for Internal Controls — Management is also responsible for
establishing and maintaining adequate internal controls over financial
reporting. These internal controls consist of policies and procedures that are
designed to assess and monitor the effectiveness of the control environment
including: risk identification, governance structure, delegations of authority,
information flow, communications and control activities. While no
system of internal controls can ensure elimination of all errors and
irregularities, OP-TECH’s internal controls, which are reviewed and modified in
response to changing conditions, have been designed to provide reasonable
assurance that assets are safeguarded, policies and procedures are followed,
transactions are properly executed and reported, and appropriate disclosures are
made. The concept of reasonable assurance is based on the recognition that there
are limitations in all systems of internal control and that the costs of such
systems should be balanced with their benefits.
Report On
Internal Control Over Financial Reporting — Management has evaluated our internal
control over financial reporting as of December 31, 2009. This evaluation
was based on criteria for effective internal control over financial reporting
set forth in Internal Control
— Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, management
has concluded that our internal control over financial reporting is effective as
of December 31, 2009. This annual report does not include an
attestation report of our registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to
attestation by our registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit us to provide only
management's report in this annual report.
7
Report On
Disclosure Controls And Procedures — As of December 31, 2009,
management carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures pursuant to Rule 13a-15
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Based upon that evaluation, management concluded that our disclosure controls
and procedures are effective in ensuring that information required to be
disclosed in our periodic filings under the Exchange Act is accumulated and
communicated to us to allow timely decisions regarding required disclosures, and
such information is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission’s rules and
forms.
ITEM
9B. OTHER INFORMATION
Baytree
Capital Associates LLC (“Baytree”) has obtained a controlling interest in our
common shares pursuant to a Stock Purchase Agreement that it entered into with
each of our recent directors (Michael Timms, Roger Timms, Colin Baird and Tony
Esplin), their affiliate and their immediate family members. One of the selling
shareholders under the Stock Purchase Agreement is Timbermans Group, which owned
approximately 54.3% of our share capital and is an affiliate of each of our
recent directors. Although Timbermans Group is owned by our recent
directors, it has been placed into a form of receivership under Australian law,
and the contractual decision to enter into the contract for the sale of shares
was made by its Receiver, PricewaterhouseCoopers, rather than its
shareholders.
Under the
Stock Purchase Agreement, Baytree purchased 2,385,000 shares of our common
stock, or 91.2% of our outstanding shares of common stock, in exchange for
$448,125. We are not aware of Baytree entering into a loan to obtain the
funds used in the purchase of the control shares. As a condition to the sale
under the Stock Purchase Agreement, our directors and officers needed to resign,
and Baytree arranged with those directors and officers to have William S.
Rosenstadt appointed as our sole director and executive officer.
8
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
OFFICERS
AND DIRECTORS
We have 4
executive officers who also serve as our board of directors. Our directors are
elected at each annual meeting of shareholders. The following individuals are
all of our executive officers and directors:
|
Name
|
Age
|
Position
|
|||
|
William
S. Rosenstadt
|
41 |
Chief
Executive Officer, Chief Financial Officer,
Director
|
|||
The
following is a biographical summary of our sole director and
officer:
William
Rosenstadt
Mr.
William Rosenstadt became our Chief Executive in February of 2009. He
has been a member of Sanders Ortoli Vaughn-Flam Rosenstadt LLP, our outside
special counsel, since June 2007. Prior thereto, Mr. Rosenstadt was a
member of Rubin, Bailin, Ortoli LLP from January 2004 to June 2007 and an
associate at Spitzer Feldman, LLP from 2001 through December 2003. Mr.
Rosenstadt received his B.A. from Syracuse University in 1990 and a J.D. from
the Benjamin N. Cardozo School of Law in 1995.
Director
Positions in Other Public Companies
Our sole
director holds no directorship in a company with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934 or
subject to the requirements of Section 15(d) of such Act. Our director holds no
directorship in a company registered as an investment company under the
Investment Company Act of 1940.
Code
of Conduct
We do not
have an Audit or Strategy committee. Neither do we have a standing nominating
committee or any committee performing a similar function. For the above reasons,
we have not adopted a code of ethics.
COMPLIANCE
WITH SECTION 16(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Section
16(a) of the Securities Exchange Act of 1934 requires executive officers and
directors who beneficially own more than ten percent (10%) of our Common Stock
to file initial reports of ownership and reports of changes of ownership with
the Securities and Exchange Commission. Executive officers, directors and
greater than ten percent (10%) beneficial owners are required by Commission
regulations to furnish us with copies of all Section 16(a) forms they
file.
The
information required to be compliant with Section 16(a) is found herein.
However, at the present time the required individuals have not filed the
appropriate Section 16(a) forms although it has been represented to us that such
are being prepared and will be filed shortly after the filing of this annual
report.
9
ITEM
11. EXECUTIVE COMPENSATION
Except as
set out below, we have not paid in either of 2009 or 2008 any annual
or long-term compensation through the latest practicable date to the Chief
Executive Officer of the Company and sole director of the Company or to any
executive officers of the Company or directors of the Company who held such
positions during 2009.
Employment
Contracts
There are
no employment agreements with the executive officers at this time.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Security
Ownership of Certain Beneficial Owners
The
following table sets forth information regarding the beneficial ownership of the
shares of the Common Stock (the only class of
shares previously issued by us) at April 9, 2008 by (i)
each person known by us to be the beneficial owner of more than five percent
(5%) of our outstanding shares of Common Stock, (ii) each of our
directors, (iii) our executive officers, and (iv) by all directors
and executive officers of the Company as a group. Each person named
in the table, has sole voting and investment power with respect to all shares
shown as beneficially owned by such person and can be contacted at our
address.
|
Title
of Class
|
Name
of Beneficial Owner
|
Shares
of Common Stock
|
Percent
of Class
|
|||||||
|
Common
|
Baytree
Capital Associates LLC
|
2,385,000 | 91.2 | % | ||||||
|
Common
|
William
S. Rosenstadt
|
0 | 0 | % | ||||||
|
Directors
and Officers as a group
|
0 | 0 | % | |||||||
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
William
Rosenstadt, our sole director and executive officer, is a member of our Sanders
Ortoli Vaughn-Flam Rosenstadt LLP, our outside special counsel. Since
January 1, 2009, the compensation for legal, filing and other services provided
our outside special counsel was approximately $13,613.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
|
Year
Ended
December
31, 2009
|
Year
Ended
December
31, 2008
|
|||||||||||||||
|
Meyler
|
Friedman
|
Meyler
|
Friedman
|
|||||||||||||
|
Audit
Fees
|
$ | 6,750 | $ | 7,500 | $ | 66,300 | $ | 0 | ||||||||
|
Audit
Related Fees
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
|
Tax
Fees
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
|
All
Other Fees
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| $ | 6,750 | $ | 7,500 | $ | 66,300 | $ | 0 | |||||||||
10
Audit
Fees
Audit
fees are the aggregate fees billed for professional services rendered by our
independent auditors for the audit of our annual financial statements, the
review of the financial statements included in each of our quarterly reports and
services provided in connection with statutory and regulatory filings or
engagements.
Audit
Related Fees
Audit
related fees are the aggregate fees billed by our independent auditors for
assurance and related services that are reasonably related to the performance of
the audit or review of our financial statements and are not described in the
preceding category.
Tax
Fees
Tax fees
are billed by our independent auditors for tax compliance, tax advice and tax
planning.
All
Other Fees
All other
fees include fees billed by our independent auditors for products or services
other than as described in the immediately preceding three
categories.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit
Number Exhibit Description
|
31.1
|
Certification
of Principal Executive Officer and Acting Principal Accounting Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
32.1
|
Certification
of Principal Executive Officer and Acting Principal Accounting Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Lone
Pine Holdings, Inc.
/s/ William S.
Rosenstadt
Name:
William S. Rosenstadt
Title:
Chief Executive Officer, Acting Principal Accounting Officer and
Director
Date:
April 13, 2010
11