FLYWHEEL ADVANCED TECHNOLOGY, INC. - Annual Report: 2010 (Form 10-K)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
x
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
fiscal year ended: September
30, 2010
¨
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from ________ to ________
Commission
File No. 333-167130
SAVVY BUSINESS SUPPORT,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
27-2473958
|
|
(State
or other jurisdiction of
|
(I.R.S.
employer
|
|
incorporation
or formation)
|
identification
number)
|
214
Broad Street
Red Bank, NJ
07701
(Address
of principal executive offices)
Issuer’s
telephone number:
|
(732)
530-9007
|
Issuer’s
facsimile number:
|
(732)
530-9008
|
N/A
(Former
name, former address and former
fiscal
year, if changed since last report)
Copies
to:
The
Sourlis Law Firm
Joseph
M. Patricola, Esq.
214
Broad Street
Red
Bank, New Jersey 07701
(732) 530-9007
www.SourlisLaw.com
Securities
registered under Section 12(b) of the Exchange Act:
None
Securities
registered under Section 12(g) of the Exchange Act:
None
(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 ¨ 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 ¨ 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 Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes x No¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes ¨ No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) 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. ¨
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,”
"non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of
the Exchange Act. (Check one):
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
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 asked price of such common equity, as of the
last business day of the registrant’s most recently completed fiscal
quarter.
As of
November 30, 2010, no public market has been developed for the Company’s
securities.
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:
As of
November 30, 2010, there were 5,050,000 shares of Common Stock, $0.0001 par
value per share, issued and outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE:
None
Table of
Contents
PAGE
|
||||||
PART
I
|
||||||
Item
1.
|
Description
of Business.
|
3 | ||||
Item
1A.
|
Risk
Factors
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9 | ||||
Item
1B
|
Unresolved
Staff Comments
|
14 | ||||
Item
2.
|
Description
of Property.
|
15 | ||||
Item
3.
|
Legal
Proceedings.
|
15 | ||||
Item
4.
|
Submission
of Matters to a Vote of Security Holders.
|
15 | ||||
PART
II
|
||||||
Item
5.
|
Market
for Common Equity, Related Stockholder Matters and Small Business Issuer
Purchases of Equity Securities.
|
15 | ||||
Item
6
|
Selected
Financial Data
|
18 | ||||
Item
7.
|
Management’s
Discussion and Analysis or Plan of Operation.
|
18 | ||||
Item
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
26 | ||||
Item
8.
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Financial
Statements.
|
27 | ||||
Item
9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure.
|
28 | ||||
Item
9AT.
|
Controls
and Procedures.
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28 | ||||
Item
9B.
|
Other
Information.
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29 | ||||
PART
III
|
||||||
Item
10.
|
Directors,
Executive Officers, Promoters, Control Persons and Corporate Governance;
Compliance with Section 16(a) of the Exchange Act.
|
30 | ||||
Item
11.
|
Executive
Compensation.
|
32 | ||||
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
32 | ||||
Item
13.
|
Certain
Relationships and Related Transactions, and Director
Independence.
|
33 | ||||
Item
14.
|
Principal
Accountant Fees and Services.
|
34 | ||||
Item
15.
|
Exhibits
and Reports on Form 8-K
|
36 | ||||
SIGNATURES
|
37 |
CERTIFICATIONS
2
PART
I
FORWARD-LOOKING
STATEMENTS
Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of the Registrant to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. The forward-looking
statements included herein are based on current expectations that involve
numerous risks and uncertainties. The Registrant’s plans and objectives are
based, in part, on assumptions involving the continued expansion of business.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Registrant. Although
the Registrant believes its assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance the forward-looking statements included in
this Report will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Registrant or
any other person that the objectives and plans of the Registrant will be
achieved.
Item 1. Description of Business
General
Savvy
Business Support, Inc. (the “Company,” “we,” “us,” “Savvy,” “our,” and similar
terms) was incorporated in the State of Nevada on April 30, 2010. The Company is
offering general business services/support to start-up companies, small and
medium business planning to expand, individuals, and other business and
organizations. We offer comprehensive services tailored to the client’s desired
goal and needs. The documentation we produce may be for a client’s internal use,
compliance reporting or documentation supporting a business opportunity. The
advantage we have over the competition is that we offer an all-encompassing
solution with emphasis on due diligence, competition analysis, strategy and
implementation, market analysis and wide-ranging pro-forma financial
projections.
Organizational
History
We were incorporated in
State of Nevada on April 30, 2010. There are currently an aggregate of 5,050,000
shares of the Company’s Common Stock issued and outstanding, 5,010,000 of which
are held by our sole officer and director. Because we currently have nominal
operations and minimal assets, we are currently considered to be a shell company
as defined in Rule 12b-2 of the Exchange Act, as amended. Because the company is
considered a shell company, the securities previously sold in past offerings can
only be resold through registration under the Securities Act of 1933, as amended
(the “Securities Act”); Section 4(1) of the Securities Act, if available, for
non-affiliates; or by meeting the conditions of Rule 144(i) of the Securities
Act.
The
Company is authorized to issue one hundred ten million (110,000,000) shares of
capital stock, one hundred million (100,000,000) shares of which are designated
as Common Stock, and ten million (10,000,000) shares of preferred stock, $0.0001
par value, which can be designated by the Board of Directors in one or more
classes with voting powers, full or limited, or no voting powers, and such
designations, preferences, limitations or restrictions.
Business
Overview
Located
in Red Bank, New Jersey and on the web at http://www.savvybizsupport.com, (the
contents of which are not incorporated by reference herein), Savvy Business
Support, Inc. offers general business services/support to start-up companies,
small and medium business planning to expand, individuals, and other business
and organizations. We offer comprehensive services tailored to the client’s
desired goal and needs. The documentation we produce may be for a client’s
internal use, compliance reporting or documentation supporting a business
opportunity. We believe that the advantage we have over the competition is that
we offer an all-encompassing solution with emphasis on due diligence, research
on competitor analysis, strategy and implementation, market analysis and
wide-ranging pro-forma financial projections.
The
Company believes it has formulated a business model to succeed in a downsizing
corporate America and a turbulent economy the country has been recently
experiencing. We have conducted the necessary due diligence and we believe that
we have tailored a multifaceted business model to compete in the business
services sector.
As
corporate America downsizes, there are more and more skilled/talented people
looking for employment. We use the words skilled/talented to represent people
with defined skill sets including auditing, corporate accounting, bookkeeping,
public company compliance reporting, finance, business writing, and research and
development.
3
Even
though corporate America is downsizing and firing employees, U.S. reporting
companies continue to have duties and reporting requirements that require
compliance. Our multifaceted business model has identified a number of these
duties and plans to offer these services to business on an as needed
basis.
Regardless
of the service required, the Company has already identified skilled individuals
to complete the services. The Company has identified several individuals that
have the necessary skills/talents to launch the Company in its initial phase. As
of the date of this Report, we have not contact or approached such individuals
about the prospect of working for us. We are confident that the Company will
always be able to find skilled/talented people to perform virtually any task
because of the diversity of the local talent pool.
As of the
date of this Report, we have not contacted any of the individuals that we have
identified to potentially work for us. We have also not adopted any guidelines
for contracting with such individuals, and believe that that the contractual
arrangement between our Company and such individuals will be determined on a
case-by-case basis, based upon the skill-set of such individual and the market
demand for a particular field.
Product
Development
We will
provide the following consulting services to start-up companies for a flat
monthly fee or individually negotiated one-time fee:
|
·
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General
Business Education and Advice for novice entrepreneurs including Q&A
sessions;
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|
·
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Business
plan writing;
|
|
·
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Determination
of which type of entity would be best for the proposed
business;
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|
·
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Support
and assistance with the formation of the new business
entity;
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·
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Providing
corporate accounting and bookkeeping referrals; and
|
|
·
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Support
for corporate structuring and
financing;
|
We will
provide the following consulting services to going public companies for a flat
monthly fee or individually negotiated one-time fee:
|
·
|
Provide
at least 3 Market Makers referrals* (complimentary
service);
|
|
§
|
We
will not be accepting any compensation for market maker referrals, and
this service will be complementary. Our role in referring clientele to
market makers will be solely introductory, in the form of a phone call or
email linking the two parties. After such introductions are made, we will
have no further direct dealings in such a context with the market
maker.
|
|
·
|
Education
- Explaining the role of the Market Makers, PCAOB auditors, transfer
agents and the like to our clients to enable them to make informed
decisions;
|
|
·
|
Provide
at least 3 PCAOB Auditors referrals*;
|
|
·
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Provide
at least 3 qualified/accredited individual and/or institutional investors
referrals*;
|
|
·
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Support
and explanation of going public;
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|
·
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Support
for corporate structuring and financing; and
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|
·
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Support
for filing of Form 211 (Rule
15c2-11).
|
4
We will
provide the following consulting services to publicly traded companies for a
flat monthly fee or individually negotiated one-time fee:
|
·
|
As
required, provide at least 3 Market Makers referrals* (complimentary
service);
|
§
|
We
will not be accepting any compensation for market maker referrals, and
this service will be complementary. Our role in referring clientele to
market makers will be solely introductory, in the form of a phone call or
email linking the two parties. After such introductions are made, we will
have no further direct dealings in such a context with the market
maker.
|
|
|
·
|
Provide
at least 3 IR/PR Firms referrals*;
|
|
·
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Provide
at least 3 qualified/accredited individual and/or institutional investors
referrals*;
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|
·
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Support
for SEC compliance;
|
|
·
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Support
for Blue Sky compliance;
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|
·
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Provide
corporate accounting and PCAOB referrals* ;
|
|
·
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Support
for corporate structuring and
financing.
|
*Referrals
made by our Company to clients may involve certain conflicts of interest between
the Company, Ms. Sourlis individually, Ms. Sourlis’ law firm, and the client. We
will make every attempt to ensure that all known and possible conflicts of
interest are disclosed to each client upon making such referral and, if not
waived by the client, cease working with the client in one or more
capacities.
We
believe that we have formulated a business model to succeed in a downsizing
corporate America and a turbulent economy. We have conducted the necessary due
diligence and we believe we tailored a multifaceted business model to compete in
the business services sector.
Fees
Revenues
will be derived from fees we will charge our clientele in the form of cash and
on a case-by-case basis. In certain favorable circumstances, we may negotiate
with the client and receive all or a portion of payment in the form of equity in
such client’s company. We intend to offer clients our comprehensive services for
a flat monthly fee, or on a project-by-project “à la carte” basis. At no time
will we charge any client for referrals of market makers.
At the
present time, we intend to charge clients a flat rate fee per month for
comprehensive services. The amount of the monthly fee will vary and may increase
based on the size and complexity of such client, the amount and skill of work
involved, and based on individual negotiations with a particular
client.
Fees for
clients who elect to retain our services on a project-by-project basis shall be
individually negotiated and will vary based on the size and complexity of such
client, the amount and skill of work involved, and with consideration to rates
being charged throughout the industry for similar services.
Our fee
structure is subject to current market conditions and is therefore subject to
change. However, at no point will the client be unaware of any rate
change.
Product
and service development will be conducted under the direction of our sole
Officer and Director, Virginia K. Sourlis, a practicing attorney and MBA. Ms.
Sourlis, a Villanova Law and Villanova School of Business Alumni (joint JD/MBA
degree 1991) who received her undergraduate degree from Stanford
University (1986) and has studied at Oxford University in the United Kingdom
(1985), is a practicing New Jersey licensed attorney with almost twenty years of
experience in securities, corporate and mergers & acquisitions law areas.
Her strong educational background and years of experience are believed by the
Company to render her extremely capable and insightful towards bringing the
Company’s business plan to fruition. Under her direction, the Company plans to
pursue product development based on the client needs and direction of the
marketplace. Initially, the Company plans to offer general business
consulting/services consisting of compliance reporting, bookkeeping, business
writing, finance, and research and development. In addition, we will offer
business plan writing services that will be marketed more towards individuals
and referrals from accountants, lawyers and other business professionals. The
goal of Savvy is to offer competent and complete satisfaction to its
customers.
5
Industry
Analysis
Competition
in the general field of business consulting is quite intense. Although numerous
established companies offer a variety of services to different customer
segments, the Company believes competition in the small and medium size
businesses marketplace to be modest. It is our belief that customers in this
segment strongly rely on a referral consultant’s professional qualifications and
the ability to come up with viable solutions in a time and cost-effective manner
to satisfy their clients’ needs.
Marketing
The
Company will adopt a focused marketing strategy based on the identified four
major classifications of market segmentation to target and adopted a focused
marketing strategy. These classifications include:
|
·
|
Individual
Entrepreneurs
|
|
·
|
Small
– Large Privately Held Companies
|
|
·
|
Small
to Large Publicly Traded
Corporations
|
|
·
|
Small
to Large Going Public Companies
|
Individual
Entrepreneurs
Marketing
to this segment poses challenges because success will depend upon an ambitious
campaign including word-of-mouth and personal relationships. Despite the
challenges associated with cultivating business from this segment, the Company
performed due diligence on the market classifications and the results indicate
that this is the fastest growing segment.
Small – Large Privately Held
Companies
The
classification of this segment includes businesses with 25 to 5,000 employees.
Based on our classifications, marketing to this segment will require a strategy
similar to individual proprietors. The marketing strategy will emphasize
networking with individuals, business acquaintances and professionals. The goal
to attracting business is by offering our services as a value added benefit to
their clients’ needs.
Small to Large Going Public
Companies
Procuring
business from this segment will be somewhat more conventional and we have plans
for a frugal marketing campaign that is target market driven. Due diligence
performed by the Company revealed that this market segment has the most
potential to generate revenue consistently on a short-term and long-term
basis.
The
Company’s primary planned marketing strategy targets building long-term customer
relationships, which will result in repeat business. Since our core business is
business services/consulting, we plan to market our company as a competent and
reliable referral source. We will place emphasis on our services that address
the needs of smaller clients that the Company may not have the resources to
satisfy internally or which they have not found a competent and reliable
referral source.
Small to Large Publicly
Traded Corporations
Savvy is
finalizing a marketing strategy to attract clients and business from this
segment. We will guarantee the same competent end services as the firms with the
recognizable well-known names. Retaining clientele from companies already
publicly traded could prove challenging, as such companies typically have
consultants and third party service provides already in place and under
contract.
Growth
Strategy of the Company
Our
mission is to maximize shareholder value through expanding the scope of services
offered while continually evaluating and cultivating new and alternative revenue
generating opportunities. While a strategic and wisely executed referral based
marketing campaign is vital to expanding our client base, providing superior
service and reliability will ensure a solid operation built for long-term
success.
The
overall objective is to focus efforts towards our specialized services and to
become a leader in this service driven sector. Generating sufficient cash flow
to finance future growth and development is a key factor to growing and
expanding the business at a rate that is both challenging and
manageable.
6
Competitive
Analysis
The
Company has many potential competitors in the business consulting services
industry. We consider the competition to be competent, experienced, and they
have greater financial and marketing resources than we do at the present time.
Our ability to compete may be adversely affected by the ability of these
competitors to devote greater resources to the marketing of their services than
are available to our Company. Some of the Company’s competitors also offer a
wider scope of services and have greater name recognition. Our competitors
include large accounting firms that also have extensive customer
bases.
The
Company has identified, analyzed, and broke down the competition into three
major classes. These include individual consultants who devote their fulltime to
marketing themselves to potential clients, small to large accounting businesses
who operate business consulting divisions in addition to their primary
accounting and auditing businesses, and large consulting companies that have a
substantial amount of skilled and experienced employees under
contract.
Twelve-
Month Growth Strategy and Milestones
0-3 Months:
|
·
|
Continue
word-of-mouth campaign with Individual
Proprietors
|
|
·
|
Finalize
sales and marketing material
|
|
·
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Secure
web domain
|
|
·
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Evaluate
and hire web designer
|
|
·
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Finalize
list of contract labor
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·
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Continue
due diligence on small to large private
companies
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|
·
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Initiate
due diligence to indentify small to large going public
companies
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|
·
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Initiate
due diligence and identify contact persons with small to large publicly
traded companies
|
4-6
Months:
|
·
|
Finalize
web site development
|
|
·
|
Continue
with direct marketing efforts and word-of-mouth campaign with individual
proprietors
|
|
·
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Establish
direct marketing campaign to small to large private
companies
|
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·
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Establish
direct marketing campaign to small to large going public companies and
publicly traded companies
|
|
·
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Evaluate
and identify joint venture partners and
relationships
|
7-9
Months:
|
·
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Further
nurture joint venture opportunities
|
|
·
|
Continue
efforts to market our services to individuals, small to large private
companies, small to large going public companies, and small to large
publicly traded companies
|
|
·
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Initiate
two-year marketing and overall business plan based on past six month’s
progress
|
10-12
Months:
|
·
|
Analyze
web-site leads/revenue generating effectiveness and make necessary
adjustments/changes
|
|
·
|
Analyze
marketing efforts to date and address necessary
decencies
|
|
·
|
Evaluate
need to hire employees versus using contract
labor
|
|
·
|
Finalize
detailed two-year marketing and business
plan
|
Patents
and Trademarks
At the
present we do not have any patents or trademarks.
Need
for any Government Approval of Products or Services
We do not
require any government approval for our services.
Government
and Industry Regulation
We will
be subject to federal laws and regulations that relate directly or indirectly to
our operations including securities laws. We will also be subject to common
business and tax rules and regulations pertaining to the operation of our
business.
7
Research
and Development Activities
Other
than time spent researching our proposed business, the Company has not spent any
funds on research and development activities to date. The Company plans to spend
funds on Services Development as detailed in sections titled “Description of
Business” and “Management’s Discussion and Analysis or Plan of
Operation.”
Environmental
Laws
Our
operations are not subject to any Environmental Laws.
Employees
and Employment Agreements
We
currently have one employee, our executive officer, Ms. Virginia K. Sourlis who
is responsible for the primary operation of our business. There are no formal
employment agreements between the Company and our current employee. The loss of
Ms. Sourlis’ services would have a material adverse and catastrophic impact on
our business operations, which should be considered a high risk of
investment.
In the
event our Company does not have adequate cash on hand, our sole Officer and
Director, Ms. Sourlis, has verbally agreed to fund the Company for an indefinite
period of time. The funding of the Company by Ms. Sourlis will create a further
liability to the Company to be reflected on the Company’s financial statements.
Ms. Sourlis’ commitment to personally fund the Company is not contractual and
could cease at any moment in her sole and absolute discretion.
Future
contributions by Ms. Sourlis to the Company, pursuant to the verbal and
non-binding agreement, will be reflected on the financial statements of the
Company as liabilities.
Penny
Stock Rules
The
Securities and Exchange Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
Nasdaq system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or
system).
A
purchaser is purchasing penny stock which limits the ability to sell the stock.
The shares offered by this Report constitute penny stock under the Securities
and Exchange Act. The shares will remain penny stocks for the foreseeable
future. The classification of penny stock makes it more difficult for a
broker-dealer to sell the stock into a secondary market, which makes it more
difficult for a purchaser to liquidate his/her investment. Any broker-dealer
engaged by the purchaser for the purpose of selling his or her shares in us will
be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act.
Rather than creating a need to comply with those rules, some broker-dealers will
refuse to attempt to sell penny stock.
The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document, which:
Contains
a description of the nature and level of risk in the market for penny stock in
both Public offerings and secondary trading;
Contains
a description of the broker’s or dealer’s duties to the customer and of the
rights and remedies available to the customer with respect to a violation of
such duties or other requirements of the Securities Act of 1934, as
amended;
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-
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Contains
a brief, clear, narrative description of a dealer market, including “bid”
and “ask” price for the penny stock and the significance of the spread
between the bid and ask price;
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|
-
|
Contains
a toll-free number for inquiries on disciplinary
actions;
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|
-
|
Defines
significant terms in the disclosure document or in the conduct of trading
penny stocks; and
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-
|
Contains
such other information and is in such form (including language, type, size
and format) as the Securities and Exchange Commission shall require by
rule or regulation.
|
8
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, to the customer:
|
-
|
The
bid and offer quotations for the penny
stock;
|
|
-
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The
compensation of the broker-dealer and its salesperson in the
transaction;
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-
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The
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
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-
|
Monthly
account statements showing the market value of each penny stock held in
the customer’s account.
|
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser’s written acknowledgement of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
Stock
Transfer Agent
Columbia
Stock Transfer Company
601 E
Seltice Way Suite 202
Post
Falls, Idaho 83854
Phone:
208-664-3544
Fax:
208-777-8998
www.columbiastock.com
Executive
Offices and Telephone Number
Our
executive office is currently located 214 Broad Street, Red Bank New Jersey
07701. Our main telephone number is (732) 530-9007. Our fax number is (732)
530-9008. Our Officer, Virginia K. Sourlis, may also be reached at any time by
email at Virginia@SourlisLaw.com.
This
space is provided to us free of charge by our sole director and officer. The
loss of services of Ms. Sourlis would result in the Company being required to
obtain outside office space at a potentially high cost.
We
anticipate that we will require additional office space to facilitate the
implementation of our business plan once sufficient revenues are attained which
would allow such an action. We have recently undertaken a comprehensive review
of additional office space available in the Red Bank, New Jersey area and found
that many suitable commercial office spaces are perpetually available, and that
prices range from approximately $25.00 - $30.00 per square foot. Management of
the Company believes that office space of approximately one thousand square feet
will be sufficient for current operations, but anticipates that continued growth
or expansion could require larger space.
Item 1A. Risk
Factors
RISKS ASSOCIATED WITH OUR
BUSINESS
In
addition to the other information in this report, the following risks should be
considered carefully in evaluating our business and prospects:
Risks Related to Our
Business
Because
we have nominal assets and minimal operations, we are considered a shell company
and our business is difficult to evaluate.
Because
we nominal operations and minimal assets, we are considered to be a shell
company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended. Because the company is considered a shell company, the securities
previously sold in past offerings can only be resold through registration under
the Securities Act of 1933, as amended (the “Securities Act”); Section 4(1) of
the Securities Act, if available, for non-affiliates; or by meeting the
conditions of Rule 144(i) of the Securities Act.
9
To
eliminate our status as a shell company, we are actively pursuing new clients
thereby producing revenue and assets. This may be accomplished through our own
initiatives and business strategies. Since inception, the Company has been
engaged in organizational efforts and in pursuing clients.
As the
Company is currently a shell company with nominal assets and operations, there
is a risk that we will be unable to continue as a going concern. The Company may
have minimal operations or revenues or earnings from operations for several
months. We currently do not have any significant assets or revenue. We
anticipate we will sustain operating expenses without corresponding revenues.
This may result in our incurring a net operating loss that will increase
continuously until we can generate revenues. There is no guarantee that we will
develop and sustain a suitable business operation.
We
are not currently profitable and may not become profitable.
At
September 30, 2010, we had $1,936 cash on-hand and our stockholder’s deficit was
($4,843) and there is substantial doubt as to our ability to continue as a going
concern. We have incurred operating losses since our formation and expect to
incur losses and negative operating cash flows for the foreseeable future, and
we may not achieve or maintain profitability. We expect to incur substantial
losses for the foreseeable future and may never become profitable. We also
expect to continue to incur significant operating and capital expenditures for
the next several years and anticipate that our expenses will increase
substantially in the foreseeable future. We also expect to experience negative
cash flow for the foreseeable future as we fund our operating losses and capital
expenditures. As a result, we will need to generate significant revenues in
order to achieve and maintain profitability. We may not be able to generate
these revenues or achieve profitability in the future. Our failure to achieve or
maintain profitability could negatively impact the value of our Common
Stock.
Subject
to negotiation, our fees may be paid in the form of restricted stock of our
clients.
In
certain situations, we may negotiate with our clients to receive all or a
portion of payment owed to us for services rendered in the form of equity in
that client’s company. Such determination will be made by our sole officer,
Virginia K. Sourlis. While we generally prefer to receive cash compensation, our
officer may believe that certain situations require the receipt of restricted
equity as compensation. Risks associated with receiving restricted equity
compensation include, but are not limited to, 1) problems of liquidity where no
market exists for such equity and therefore the Company cannot sell such equity
and realize cash; 2) the client goes out of business and such equity is rendered
worthless; 3) the equity is sold for less than the value of services provided by
us to the client.
We
believe that it is necessary to receive a limited amount of equity in order to
hedge the associated risks involved with such form of payment. However, any loss
we experience related to equity compensation could have a material effect on our
ability to become profitable, and in the long term, to continue as a going
concern.
We
are subject to all of the complications and difficulties associated with new
enterprises.
We have a
limited history upon which an evaluation of our prospects and future performance
can be made. Our proposed operations are subject to all business risks
associated with new enterprises. The likelihood of our success must be
considered in light of the problems, expenses, difficulties, complications, and
delays frequently encountered in connection with the expansion of a business
operation in an emerging industry, and the continued development of advertising,
promotions, and a corresponding customer base. There is a possibility that we
could sustain losses in the future, and there are no assurances that we will
ever operate profitably.
We are a
consulting company and while our management believes that it can implement our
business plan, attract highly talented personnel and develop a market for its
products and services, our plan of operations are subject to changing needs of
target clientele, market conditions and various other factors out of our
control. For these and other reasons, the purchase of the Shares should only be
made by persons who can afford to lose their entire investment.
Virginia
K. Sourlis, the sole officer and director of the Company, currently is a
fulltime attorney devoting approximately 40-60 hours a week to outside matters
which could result in her inability to properly manage company affairs,
resulting in our remaining a start-up company with no revenues or
profits.
Our
business plan does not provide for the hiring of any additional employees until
revenue will support the expense, which is estimated to be the third quarter of
operations. Until that time, the responsibility of developing the Company's
business and fulfilling the reporting requirements of a public company all fall
upon Virginia K. Sourlis, who has limited time to manage the affairs of the
Company. We have not formulated a plan to resolve any possible conflict of
interest with her other business activities. In the event she is unable to
fulfill any aspect of her duties to the Company we may experience a shortfall or
complete lack of revenue resulting in little or no profits and eventual closure
of the business.
10
Our
sole officer and director is named on the “Prohibited Attorney” list with the
Pink OTC Markets, Inc., a private and non-regulatory organization, which could
have a perceived negative effect on our business.
Our sole
officer and director, Virginia Sourlis, has been in a legal dispute with the
Pink OTC Markets, Inc., a private company that is not a regulatory organization
or tribunal. The dispute stems from the Pink OTC Markets unilateral decision to
place Ms. Sourlis’ name on a list of attorneys from whom only the Pink OTC
Markets would no longer accept Ms. Sourlis’ legal opinions. Ms. Sourlis is
a corporate and securities attorney with over 18 years of experience, a retired
FINRA Arbitration Chairperson, and is in good standing with all regulatory
organizations, including, but not limited to, the SEC, FINRA and the bar
association. Ms. Sourlis believes that the Pink OTC Markets decision is
without merit. The Pink OTC Markets has agreed that Ms. Sourlis’ name will be
removed from the list in March, 2011. As a matter of internal procedure by the
Pink OTC Markets, the removal of attorney names on the Pink OTC Markets
Prohibited Attorney List is done automatically after a period of five years,
with no determination ever being made regarding any conduct of such attorney.
Until Ms. Sourlis’ name is removed from the list, the placement of Ms. Sourlis’
name on the Pink OTC Market’s website could potentially have a perceived
negative impact on the Company’s ability to retain clientele who plan to quote
their securities on the Pink Sheets.
We
do not yet have any substantial assets and are dependent upon Ms. Virginia K.
Sourlis. If we do not raise enough capital in securities offerings, our sole
officer and director has verbally agreed to fund our operations, which could end
at any time, and which will increase our liabilities which could have a negative
effect on your common stock.
As of
September 30, 2010, Savvy Business Support, Inc. has $1,936 in assets and
limited capital resources. To date, our operations have been funded by our sole
officer and director pursuant to a verbal, non-binding agreement. Ms. Sourlis
has agreed to personally fund the Company’s overhead expenses, including legal,
accounting, and operational expenses until the Company can achieve revenues
sufficient to sustain its operational and regulatory requirements. Future
contributions by Ms. Sourlis to the Company, pursuant to the verbal and
non-binding agreement, will be reflected on the financial statements of the
Company as liabilities.
Unless
the Company begins to generate sufficient revenues to finance operations as a
going concern, the Company may experience liquidity and solvency problems. Such
liquidity and solvency problems may force us to cease operations if additional
financing is not available.
In the
event our Company does not have adequate cash on hand, our sole Officer and
Director, Ms. Sourlis, has verbally agreed to fund the Company for an indefinite
period of time. The funding of the Company by Ms. Sourlis will create a further
liability of the Company to be reflected on the Company’s financial statements.
Ms. Sourlis’ commitment to personally fund the Company is not contractual and
could cease at any moment in her sole and absolute discretion.
Also, as
a public company, we will incur professional and other fees in connection with
our quarterly and annual reports and other periodic filings the SEC. Such costs
can be substantial and we must generate enough revenue or raise money from
offerings of securities or loans in order to meet these costs and our SEC filing
requirements.
Our
success depends on the efforts and abilities of Virginia K. Sourlis, our sole
officer and sole director. Ms. Virginia is a licensed attorney and Managing
Partner of The Sourlis Law Firm, a boutique law firm specializing in Corporate
and Securities Law, located in Red Bank, New Jersey. Ms. Sourlis’ legal and
business credentials and experience is more fully elaborated upon in this Report
under the headings “Business – Product Development” and “Directors, Executive
Officers, Promoters and Control Persons.” The loss of the services of Ms.
Sourlis would have a material adverse effect on us. Our success also depends
upon our ability to attract and retain qualified personnel required to fully
implement our business plan. There can be no assurance that we will be
successful in these efforts. In addition, Virginia Sourlis provides us office
space in her professional business office free of charge. Our loss of her
services would require us to obtain alternative office space for which we could
expect to incur substantial lease fees. Furthermore, Ms. Sourlis’ law firm is
representing the Company free of charge. Should we lose Ms. Sourlis as an
Officer of the Company, we would immediately start to incur legal fees which
could be substantial.
As
our business grows, we will need to attract additional employees which we might
not be able to do.
We have
one part-time officer and director, Ms. Virginia K. Sourlis, the President and
sole director. In order to grow and implement our business plan, we would need
to add managerial talent to support our business plan. There is no guarantee
that we will be successful in adding such managerial talent.
11
Our
business referrals may be subject to conflicts of interest, which could result
in the loss of clients.
Much of
our services to clients involve referring clients to outside third party service
providers. Referrals made by our Company to clients may involve certain
conflicts of interest between the Company, Ms. Sourlis individually, Ms.
Sourlis’ law firm, and the client. We will make every attempt to ensure that all
known and possible conflicts of interest are disclosed to each client upon
making such referral and, if not waived by the client, cease working with the
client in one or more capacities.
Failure
on our part to identify and properly notify a client of any potential conflict
of interest could result in legal proceedings, harm to our reputation and
goodwill, and generally could have an overall material adverse affect on our
business.
Our
ability to become profitable and continue as a going concern will be dependent
on our ability to attract, employ and retain highly skilled individuals to serve
our clients.
The
nature of our business requires that we employ “skilled persons”, to perform
highly skilled and specialized tasks for our clientele. We define “skilled
persons” as professionals with defined skill sets including auditing, corporate
accounting, bookkeeping, public company compliance reporting, finance, business
writing, and research and development.
While we
have identified several skilled persons that we plan on contacting for
employment with our Company, as of the date of this Report, we have not
contacted nor have we entered into any agreements with any skilled persons, as
we do not yet have the funds to retain them.
Our
failure to retain such personnel could have a material adverse effect on our
ability to offer services to clientele, and could potentially have a negative
effect on our business. While we are confident that we will be able to find such
persons, there is no guarantee that skilled persons will be available and
willing to work for us in the future, nor is there any guarantee that we could
afford to retain them if they are available at a future time.
We
may not be able to compete successfully with current and future
competitors.
Savvy
Business Support, Inc. has many potential competitors in the business support
industry. We will compete, in our current and proposed businesses, with other
companies, some of which have far greater marketing and financial resources and
experience than we do. We cannot guarantee that we will be able to penetrate our
intended market and be able to compete profitably, if at all. In addition to
established competitors, there is ease of market entry for other companies that
choose to compete with us. Effective competition could result in price
reductions, reduced margins or have other negative implications, any of which
could adversely affect our business and chances for success. Competition is
likely to increase significantly as new companies enter the market and current
competitors expand their services. Many of these potential competitors are
likely to enjoy substantial competitive advantages, including: larger staffs,
greater name recognition, larger customer bases and substantially greater
financial, marketing, technical and other resources. To be competitive, we must
respond promptly and effectively to the challenges of financial change, evolving
standards and competitors' innovations by continuing to enhance our services and
sales and marketing channels. Any pricing pressures, reduced margins or loss of
market share resulting from increased competition, or our failure to compete
effectively, could fatally damage our business and chances for
success.
We
may not be able to manage our growth effectively.
We must
continually implement and improve our products and/or services, operations,
operating procedures and quality controls on a timely basis, as well as expand,
train, motivate and manage our work force in order to accommodate anticipated
growth and compete effectively in our market segment. Successful implementation
of our strategy also requires that we establish and manage a competent,
dedicated work force and employ additional key employees in corporate
management, product design, client service and sales. We can give no assurance
that our personnel, systems, procedures and controls will be adequate to support
our existing and future operations. If we fail to implement and improve these
operations, there could be a material, adverse effect on our business, operating
results and financial condition.
If
we do not continually update our services, they may become obsolete and we may
not be able to compete with other companies.
We cannot
assure you that we will be able to keep pace with advances or that our services
will not become obsolete. We cannot assure you that competitors will not develop
related or similar services and offer them before we do, or do so more
successfully, or that they will not develop services and products more effective
than any that we have or are developing. If that happens, our business,
prospects, results of operations and financial condition will be materially
adversely affected.
12
We
have agreed to indemnify our officers and directors against lawsuits to the
fullest extent of the law.
We are a
Nevada corporation. Nevada law permits the indemnification of officers and
directors against expenses incurred in successfully defending against a claim.
Nevada law also authorizes Nevada corporations to indemnify their officers and
directors against expenses and liabilities incurred because of their being or
having been an officer or director. Our organizational documents provide for
this indemnification to the fullest extent permitted by law.
We
currently do not maintain any insurance coverage. In the event that we are found
liable for damage or other losses, we would incur substantial and protracted
losses in paying any such claims or judgments. We have not maintained liability
insurance in the past, but intend to acquire such coverage immediately upon
resources becoming available. There is no guarantee that we can secure such
coverage or that any insurance coverage would protect us from any damages or
loss claims filed against it.
If
we engage in any acquisition, we will incur a variety of costs and may never
realize the anticipated benefits of the acquisition.
We may
attempt to acquire businesses, technologies, services or products or license
technologies that we believe are a strategic fit with our business. We have
limited experience in identifying acquisition targets, and successfully
completing and integrating any acquired businesses, technologies, services or
products into our current infrastructure. The process of integrating any
acquired business, technology, service or product may result in unforeseen
operating difficulties and expenditures and may divert significant management
attention from our ongoing business operations. As a result, we will incur a
variety of costs in connection with an acquisition and may never realize our
anticipated benefits.
We
may engage in transactions that present conflicts of interest.
The
Company’s officers and directors may enter into agreements with the Company from
time to time which may not be equivalent to similar transactions entered into
with an independent third party. A conflict of interest arises whenever a person
has an interest on both sides of a transaction. While we believe that it will
take prudent steps to ensure that all transactions between the Company and any
officer or director is fair, reasonable, and no more than the amount it would
otherwise pay to a third party in an “arms’-length” transaction, there can be no
assurance that any transaction will meet these requirements in every
instance.
Risks
Relating to Ownership of Our Common Stock
There
is no active market for our Common Stock. One may never develop or if developed,
be sustained and you could lose your investment in our Common
Stock.
Currently,
there is no active trading market for our Common Stock. We are currently in the
process to request that a broker-dealer/market maker submit an application to
make a market for our Common Stock shares on the OTC Bulletin Board. There can
be no assurance, however, that the application will be accepted or that any
trading market will ever develop or be maintained on the OTC Bulletin Board. Any
trading market that may develop in the future for our Common Stock will most
likely be very volatile; and numerous factors beyond our control may have a
significant effect on the market. Only companies that report their current
financial information to the SEC may have their securities included on the OTC
Bulletin Board. Therefore, only upon the effective date of this Report will our
Common Stock become eligible to be quoted on the OTC Bulletin Board. In the
event that we lose our status as a "reporting issuer," any future quotation of
our Common Stock on the OTC Bulletin Board may be jeopardized.
Due
to the lack of a trading market for our securities, investors may have
difficulty selling any shares they purchase.
There is
presently no demand for our Common Stock and no public market exists for our
shares. We are in the process of having a market maker apply to have the shares
quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices and volume
information in over-the-counter (OTC) securities. The OTCBB is not an issuer
listing service, market or exchange. Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, issuers
must remain current in their filings with the SEC or applicable regulatory
authority. Market Makers are not permitted to begin quotation of a security
whose issuer does not meet this filing requirement. Securities already quoted on
the OTCBB that become delinquent in their required filings will be removed
following a 30 or 60 day grace period if they do not make their required filing
during that time. We cannot guarantee that our application will be accepted or
approved and our stock listed and quoted for sale.
The
failure to comply with the internal control evaluation and certification
requirements of Section 404 of Sarbanes-Oxley Act could harm our operations and
our ability to comply with our periodic reporting obligations.
Our
Company is subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended, or the Exchange Act. We are also required to comply with
the internal control evaluation and certification requirements of Section 404 of
the Sarbanes-Oxley Act of 2002.
13
This
process may divert internal resources and will take a significant amount of
time, effort and expense to complete. If it is determined that we are not in
compliance with Section 404, we may be required to implement new internal
control procedures and reevaluate our financial reporting. We may experience
higher than anticipated operating expenses as well as outside auditor fees
during the implementation of these changes and thereafter. Further, we may need
to hire additional qualified personnel in order for us to be compliant with
Section 404. If we are unable to implement these changes effectively or
efficiently, it could harm our operations, financial reporting or financial
results.
Our
common stock may be considered a “penny stock,” and thereby be subject to
additional sale and trading regulations that may make it more difficult to
sell.
Our stock
will be considered a penny stock for the foreseeable future. The Securities and
Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock"
to be any equity security that has a market price (as defined) less than $5.00
per share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker- dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse, where such net
worth excludes the value of such person’s primary residence. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in, and limit
the marketability of, our common stock.
In
addition to the "penny stock" rules promulgated by the Securities and Exchange
Commission, the Financial Industry Regulatory Authority has adopted rules that
require that in recommending an investment to a customer, a broker-dealer must
have reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, the
National Association of Securities Dealers believes that there is a high
probability that speculative low-priced securities will not be suitable for at
least some customers. The Financial Industry Regulatory Authority's requirements
make it more difficult for broker-dealers to recommend that their customers buy
our common stock, which may limit your ability to buy and sell our
stock.
The
price of our shares of Common Stock in the future may be volatile.
If a
market ever develops for our Common Stock, of which no assurances can be given,
the market price of our Common Stock will likely be volatile and could fluctuate
widely in price in response to various factors, many of which are beyond our
control, including: technological innovations or new products and services by us
or our competitors; additions or departures of key personnel; sales of our
Common Stock; our ability to integrate operations, technology, products and
services; our ability to execute our business plan; operating results below
expectations; loss of any strategic relationship; industry developments;
economic and other external factors; and period-to-period fluctuations in our
financial results. Because we have a very limited operating history with no
revenues to date, you may consider any one of these factors to be material. Our
stock price may fluctuate widely as a result of any of the above. In
addition, the securities markets have from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies. These market fluctuations may also materially and
adversely affect the market price of our Common Stock.
Item 1B. Unresolved Staff
Comments
Not
applicable.
14
Item 2. Description of Properties
Our
executive office is currently located 214 Broad Street, Red Bank New Jersey
07701. Our main telephone number is (732) 530-9007. Our fax number is (732)
530-9008. Our Officer, Virginia K. Sourlis, may also be reached at any time by
email at Virginia@SourlisLaw.com.
This
space is provided to us free of charge by our sole director and officer. The
loss of services of Ms. Sourlis would result in the Company being required to
obtain outside office space at a potentially high cost.
We
anticipate that we will require additional office space to facilitate the
implementation of our business plan once sufficient revenues are attained which
would allow such an action. We have recently undertaken a comprehensive review
of additional office space available in the Red Bank, New Jersey area and found
that many suitable commercial office spaces are perpetually available, and that
prices range from approximately $25.00 - $30.00 per square foot. Management of
the Company believes that office space of approximately one thousand square feet
will be sufficient for current operations, but anticipates that continued growth
or expansion could require larger space.
Item 3. Legal
Proceedings
Other
than the above-mentioned, we are not currently a party to any legal proceedings
nor do we have knowledge of any pending or threatened legal claims.
Item 4. Submission of
Matters to a Vote of Security Holders
None.
Item 5. Market for
Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
There
is no active market for our Common Stock.
Currently,
there is no active trading market for our Common Stock. We are in the process of
engaging a broker-dealer/market maker in order for them to submit an
application, on behalf of the Company, to make a market for our Common Stock
shares on the OTC Bulletin Board. There can be no assurance, however, that the
application will be accepted or that any trading market will ever develop or be
maintained on the OTC Bulletin Board. Any trading market that may develop in the
future for our Common Stock will most likely be very volatile and numerous
factors beyond our control may have a significant effect on the market. Only
companies that report their current financial information to the SEC may have
their securities included on the OTC Bulletin Board. Therefore, only upon the
effective date of this Report will our Common Stock become eligible to be quoted
on the OTC Bulletin Board. In the event that we lose our status as a "reporting
issuer," any future quotation of our Common Stock on the OTC Bulletin Board may
be jeopardized.
The
Securities and Exchange Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00, other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or quotation
system.
15
The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock, to
deliver a standardized risk disclosure document prepared by the SEC, that: (a)
contains a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading; (b) contains a
description of the broker's or dealer's duties to the customer and of the rights
and remedies available to the customer with respect to a violation to such
duties or other requirements of Securities' laws; (c) contains a brief, clear,
narrative description of a dealer market, including bid and ask prices for penny
stocks and the significance of the spread between the bid and ask price; (d)
contains a toll-free telephone number for inquiries on disciplinary actions; (e)
defines significant terms in the disclosure document or in the conduct of
trading in penny stocks; and (f) contains such other information and is in such
form, including language, type, size and format, as the Securities and Exchange
Commission shall require by rule or regulation. The broker-dealer also must
provide, prior to effecting any transaction in a penny stock, the customer with:
(a) bid and offer quotations for the penny stock; (b) the compensation of the
broker-dealer and its salesperson in the transaction; (c) the number of shares
to which such bid and ask prices apply, or other comparable information relating
to the depth and liquidity of the market for such stock; and (d) monthly account
statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules require that prior to a transaction
in a penny stock not otherwise exempt from those rules; the broker-dealer must
make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written acknowledgment
of the receipt of a risk disclosure statement, a written agreement to
transactions involving penny stocks, and a signed and dated copy of a suitably
written statement.
These disclosure
requirements may have the effect of reducing the trading activity in the
secondary market for our stock if it becomes subject to these penny stock rules.
Therefore, if our common stock becomes subject to the penny stock rules,
stockholders may have difficulty selling those securities.
Holders
of Our Common Stock
As of
September 30, 2010, we had one (1) holder of our common stock, Ms. Virginia
Sourlis, our sole officer and director. As of the filing date of this annual
report with SEC, we have approximately 15 holders of record of our common
stock.
General
Under our
Certificate of Incorporation, we are authorized to issue an aggregate of
110,000,000 shares of capital stock, of which 100,000,000 are shares of Common
Stock, par value $0.0001 per share, or Common Stock and 10,000,000 are preferred
stock, par value $0.0001 per share, or Preferred Stock. As of the date hereof,
5,050,000 shares of our Common Stock are issued and outstanding, and there are
approximately 15 holders of record of our Common Stock. Because we currently
have nominal operations and minimal assets, we are currently considered to be a
shell company as defined in Rule 12b-2 of the Exchange Act, as amended. Because
the company is considered a shell company, the securities sold in previously
offerings can only be resold through registration under the Securities Act of
1933, as amended (the “Securities Act”); Section 4(1) of the Securities Act, if
available, for non-affiliates; or by meeting the conditions of Rule 144(i) of
the Securities Act.
Common
Stock
Pursuant
to our bylaws, our Common Stock is entitled to one vote per share on all matters
submitted to a vote of the stockholders, including the election of directors.
Except as otherwise required by law or provided in any resolution adopted by our
board of directors with respect to any series of preferred stock, the holders of
our Common Stock possess all voting power. Generally, all matters to be voted on
by stockholders must be approved by a majority (or, in the case of election of
directors, by a plurality) of the votes entitled to be cast by all shares of our
Common Stock that are present in person or represented by proxy, subject to any
voting rights granted to holders of any preferred stock. Holders of our Common
Stock representing one-percent (1%) of our capital stock issued, outstanding and
entitled to vote, represented in person or by proxy, are necessary to constitute
a quorum at any meeting of our stockholders. A vote by the holders of a majority
of our outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our Certificate
of Incorporation. Our Certificate of Incorporation do not provide for cumulative
voting in the election of directors.
Subject
to any preferential rights of any outstanding series of preferred stock created
by our board of directors from time to time, the holders of shares of our Common
Stock will be entitled to such cash dividends as may be declared from time to
time by our board of directors from funds available therefore.
Subject
to any preferential rights of any outstanding series of preferred stock created
from time to time by our board of directors, upon liquidation, dissolution or
winding up of our company, the holders of shares of our Common Stock will be
entitled to receive, on a pro rata basis, all assets of our company available
for distribution to such holders.
16
In the
event of any merger or consolidation of our company with or into another company
in connection with which shares of our Common Stock are converted into or
exchangeable for shares of stock, other securities or property (including cash),
all holders of our Common Stock will be entitled to receive the same kind and
amount of shares of stock and other securities and property (including cash), on
a pro rata basis.
Holders
of our Common Stock have no pre-emptive rights, no conversion rights and there
are no redemption provisions applicable to our Common Stock.
Preferred
Stock
Our
Certificate of Incorporation authorizes our board of directors to issue up to
10,000,000 shares of preferred stock in one or more designated series, each of
which shall be so designated as to distinguish the shares of each series of
preferred stock from the shares of all other series and classes. Our board of
directors is authorized, without stockholders’ approval, within any limitations
prescribed by law and our Certificate of Incorporation, to fix and determine the
designations, rights, qualifications, preferences, limitations and terms of the
shares of any series of preferred stock including but not limited to the
following:
|
(a)
|
the
rate of dividend, the time of payment of dividends, whether dividends are
cumulative, and the date from which any dividends shall
accrue;
|
|
(b)
|
whether
shares may be redeemed, and, if so, the redemption price and the terms and
conditions of redemption;
|
|
(c)
|
the
amount payable upon shares of preferred stock in the event of voluntary or
involuntary liquidation;
|
|
(d)
|
sinking
fund or other provisions, if any, for the redemption or purchase of shares
of preferred stock;
|
|
(e)
|
the
terms and conditions on which shares of preferred stock may be converted,
if the shares of any series are issued with the privilege of
conversion;
|
|
(f)
|
voting
powers, if any, provided that if any of the preferred stock or series
thereof shall have voting rights, such preferred stock or series shall
vote only on a share for share basis with our Common Stock on any matter,
including but not limited to the election of directors, for which such
preferred stock or series has such rights;
and
|
|
(g)
|
subject
to the above, such other terms, qualifications, privileges, limitations,
options, restrictions, and special or relative rights and preferences, if
any, of shares or such series as our board of directors may, at the time
so acting, lawfully fix and determine under the laws of the State of New
Jersey.
|
As of the
date of this Report, we have no shares of Preferred Stock issued and
outstanding, nor have we designated any classes of Preferred Stock.
Dividend
Policy
We have
never declared or paid any cash dividends on our Common Stock. We currently
intend to retain future earnings, if any, to finance the expansion of our
business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
Share
Purchase Warrants
We have
not issued and do not have outstanding any warrants to purchase shares of our
common stock.
Options
We have
not issued and do not have outstanding any options to purchase shares of our
Common Stock
Convertible
Securities
We have
not issued and do not have outstanding any securities convertible into shares of
our Common Stock or any rights convertible or exchangeable into shares of our
Common Stock.
Recent
Sales of Unregistered Securities
On April
30, 2010, the Registrant issued a total of 5,000,000 shares of Common Stock to
Virginia K. Sourlis, the sole officer and director of the Registrant, for
aggregate cash consideration of $5,000. The Registrant sold these shares of
Common Stock under the exemption from registration provided by Section 4(2) of
the Securities Act.
17
As of
November 15, 2010, the Company raised $5,000 from the sale of 50,000 common
shares of the Company’s stock through an initial public offering at $0.10 per
share.
EXPERTS
Joseph M.
Patricola, Esq. of The Sourlis Law Firm has assisted us in the preparation of
this Report and will provide counsel with respect to other legal matters
concerning the registration and offering of the Common Stock.
Conner
& Associates, PC, the Company’s independent registered accounting firm, has
audited our financial statements included in this Report and report to the
extent and for the periods set forth in their audit report. Conner &
Associates, PC has presented its report with respect to our audited financial
statements.
DISCLOSURE
OF COMMISSION POSITION OF
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our
Articles of Incorporation and Bylaws provide no director shall be liable to the
corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except with respect to (1) a breach of the
director’s duty of loyalty to the corporation or its stockholders, (2) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) liability which may be specifically defined by law or (4)
a transaction from which the director derived an improper personal benefit, it
being the intention of the foregoing provision to eliminate the liability of the
corporation’s directors to the corporation or its stockholders to the fullest
extent permitted by law. The corporation shall indemnify to the fullest extent
permitted by law each person that such law grants the corporation the power to
indemnify.
We have
been advised that, in the opinion of the SEC, indemnification for liabilities
arising under the Securities Act is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities is asserted by one of our directors,
officers, or controlling persons in connection with the securities being
registered, we will, unless in the opinion of our legal counsel, submit the
question of whether such indemnification is against public policy to a court of
appropriate jurisdiction.
Item 6. Selected Financial
Data
Not
applicable.
Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
You
should read the following discussion together with "Selected Historical
Financial Data" and our consolidated financial statements and the related notes
included elsewhere in this report. This discussion contains forward-looking
statements, which involve risks and uncertainties. Our actual results may differ
materially from those we currently anticipate as a result of many factors,
including the factors we describe under "Risk Factors," "Special Note Regarding
Forward-Looking Statements" and elsewhere in this report.
Forward
Looking Statements
Some of
the information in this section contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate" and "continue," or similar words. You should read statements that
contain these words carefully because they:
|
·
|
discuss
our future expectations;
|
|
·
|
contain
projections of our future results of operations or of our financial
condition; and
|
|
·
|
state
other "forward-looking"
information.
|
We
believe it is important to communicate our expectations. However, there may be
events in the future that we are not able to accurately predict or over which we
have no control. Our actual results and the timing of certain events could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth under "Risk Factors,"
"Business" and elsewhere in this Report. See "Risk Factors."
18
Unless
stated otherwise, the words “we,” “us,” “our,” “the Company” or “Savvy” in this
Report collectively refers to the Company, Savvy Business Support,
Inc.
General
Information about the Company
Savvy
Business Support, Inc. (the “Company” or “Savvy”) was incorporated in the State
of Nevada on April 30, 2010. The Company is offering general business
services/support to start-up companies, small and medium business planning to
expand, individuals, and other business and organizations. From the date of
formation, the Company commenced operations, discussing and offering its
business consulting services to prospective clients. Because we currently have
nominal operations and minimal assets, we are currently considered to be a shell
company under the Securities Exchange Act of 1934, as amended. Therefore, an
investment in our Company should be considered extremely risky, and an
investment suitable only for those who can afford to lose the entirety of their
investment.
We offer
comprehensive services tailored to the client’s desired goal and needs. The
documentation we intend to produce may be for a client’s internal use,
compliance reporting or documentation supporting a business opportunity. The
advantage we have over the competition is that we offer an all-encompassing
solution with emphasis on due diligence, competition analysis, strategy and
implementation, market analysis and wide-ranging pro-forma financial
projections.
Savvy
Business Support, Inc.’s operations to date have been devoted primarily to
start-up and development activities, which include the following:
|
1.
|
Formation
of the Company;
|
|
2.
|
Development
of the Savvy Business Support, Inc. business
plan;
|
|
3.
|
Initiated
working on sales and marketing
material;
|
|
4.
|
Conducted
due diligence and identified four major classifications of market
segmentation to target and adopted a focused marketing strategy. These
classifications include:
|
|
·
|
Individual
Entrepreneurs
|
|
·
|
Small
– Large Privately Held Companies
|
|
·
|
Small
to Large Publicly Traded
Corporations
|
|
·
|
Small
to Large Going Public Companies
|
Savvy
Business Support, Inc. anticipates sales to begin approximately within one year
following this Report. In order to generate revenues, Savvy Business Support,
Inc. must address the following areas:
|
1.
|
Finalize and implement our
marketing plan: In order to effectively market our services, the
Company has adopted a focused marketing strategy that it needs to finalize
and implement. This all encompassing strategy is broken down into four
major market segmentations. While client satisfaction is paramount and an
underscoring philosophy, the marketing strategy varies based on the size
of the targeted client.
|
|
2.
|
Promoting our services as
mutually beneficial: Referral relationships will be one key to our
success. One of our strategies is to offer our services to business where
their clients require services that are beyond their internal manpower.
Savvy will portray a professional image and complete the services
efficiently and cost effectively. Conducting business in this manner will
result in a positive reflection on our Company as well as the referring
client.
|
|
3.
|
Constantly monitor our
market: We plan to constantly monitor our targeted market
segmentations and adapt to consumers needs, wants and desires. To be
successful we plan to evolve and diversify or expand our scope of services
to satisfy our clients.
|
The
Company believes that raising $200,000 through the sale of
common equity will be sufficient for the Company to become operational and
sustain operations through the next twelve (12) months. We believe that the
recurring revenues from services performed will be sufficient to support ongoing
operations. Unfortunately, this can be no assurance that the actual expenses
incurred will not materially exceed our estimates or that cash flow from
services will be adequate to maintain our business.
19
Our
independent auditors have expressed substantial doubt about our ability to
continue as a going concern in the independent auditors’ report to the financial
statements as of September 30, 2010 included in the Report, and for the period
April 30, 2010 (date of inception) to September 30, 2010.
Savvy
Business Support, Inc. currently has one officer and director. This individual
allocates time and personal resources to Savvy Business Support, Inc. on a
part-time.
As of the
date of this Report, Savvy Business Support, Inc. has 5,050,000 shares of
$0.0001 par value Common Stock issued and outstanding.
Savvy
Business Support, Inc. has administrative offices located at 214 Broad Street,
Red Bank NJ 07701. We use this office space free of charge from our sole
director and officer.
Status
as a Shell Company
As of
September 30, 2010, because we have nominal operations and minimal assets, we
are considered to be a shell company under the Securities Exchange Act of 1934,
as amended. Because the Company is considered a shell company, the securities
sold in previous offerings can only be resold through registration under the
Securities Act of 1933, as amended (the “Securities Act”); Section 4(1) of the
Securities Act, if available, for non-affiliates; or by meeting the conditions
of Rule 144(i) of the Securities Act.
Therefore,
an investment in our Company should be considered extremely risky and an
investment suitable only for those who can afford to lose the entirety of their
investment.
Rule
419
The
Company is not a “blank check company” as defined by Rule 419 of the Securities
Act of 1933, as amended (“Rule 419”), and therefore this Report need not comply
with the requirements of Rule 419.
Rule 419
defines a “blank check company” as a company that:
|
i.
|
Is
a development stage company that has no specific business plan or purpose
or has indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other entity or
person; and
|
|
ii.
|
Is
issuing "penny stock," as defined in Rule 3a51-1 under the Securities
Exchange Act of 1934.
|
The
Company has a very specific business purpose and a bona fide plan of operations.
Its business plan and purpose is to provide a broad range of business support
and consulting services, including specific business advice, and third party
service provider and financing referrals to entrepreneurs, small, medium and
large companies, including both privately held and publicly traded entities. The
Company offers comprehensive services tailored to each client’s desired goals
and needs. The Company offers an all-encompassing solution to every potential
client’s need with emphasis on due diligence, research on competitor analysis,
strategy and implementation, market analysis and wide-ranging pro-forma
financial projections.
Revenues
will be derived from fees we will charge our clientele in the form of cash and
on a case-by-case basis. In certain favorable circumstances, we may negotiate
with the client and receive all or a portion of payment in the form of equity in
such client’s company. We intend to offer clients our comprehensive services for
a flat monthly fee, or on a project-by-project “à la carte” basis. At no time
will we charge any client for referrals of market makers.
At the present time, we
intend to charge clients a flat rate fee per month for comprehensive services.
The amount of the monthly fee will vary and may increase based on the size and
complexity of such client, the amount and skill of work involved, and based on
individual negotiations with a particular client.
Fees for
clients who elect to retain our services on a project-by-project basis shall be
individually negotiated and will vary based on the size and complexity of such
client, the amount and skill of work involved, and with consideration to rates
being charged throughout the industry for similar services.
Our fee
structure is subject to current market conditions and is therefore subject to
change. However, at no point will the client be unaware of any rate
change.
20
As of the
date of this Report, the Company has not generated revenues, as it has only been
operating for a relatively short period of time. However, the Company is in
contact with and has been actively negotiating with potential clients. Upon the
receipt of adequate funding, the Company intends to implement a wider marketing
campaign in an effort to generate further business leads and expand its base of
clientele, and intends to hire personnel who can devote their efforts on a
fulltime basis. Lastly, the Company does not have any plans or intentions to
engage in a merger or acquisition with an unidentified company or companies or
other entity or person.
Organizational
History
We were
incorporated in State of Nevada on April 30, 2010. There are currently an
aggregate of 5,050,000 shares of the Company’s Common Stock issued and
outstanding. Because we currently have nominal operations and minimal assets, we
are currently considered to be a shell company as defined in Rule 12b-2 of the
Exchange Act, as amended.
The
Company is authorized to issue one hundred ten million (110,000,000) shares of
capital stock, one hundred million (100,000,000) shares of which are designated
as Common Stock, and ten million (10,000,000) shares of preferred stock, $0.0001
par value, which can be designated by the Board of Directors in one or more
classes with voting powers, full or limited, or no voting powers, and such
designations, preferences, limitations or restrictions without stockholder
approval.
Plan
of Operations
We will
provide the following consulting services to start-up companies for a flat
monthly fee or individually negotiated one-time fee:
|
·
|
General
Business Education and Advice for novice entrepreneurs including Q&A
sessions;
|
|
·
|
Business
plan writing;
|
|
·
|
Determination
of which type of entity would be best for the proposed
business;
|
|
·
|
Support
and assistance with the formation of the new business
entity;
|
|
·
|
Providing
corporate accounting and bookkeeping referrals; and
|
|
·
|
Support
for corporate structuring and
financing;
|
We will
provide the following consulting services to going public companies for a flat
monthly fee or individually negotiated one-time fee:
|
·
|
Provide
at least 3 Market Makers referrals* (complimentary
service);
|
|
§
|
We
will not be accepting any compensation for market maker referrals, and
this service will be complementary. Our role in referring clientele to
market makers will be solely introductory, in the form of a phone call or
email linking the two parties. After such introductions are made, we will
have no further direct dealings in such a context with the market
maker.
|
|
·
|
Education
- Explaining the role of the Market Makers, PCAOB auditors, transfer
agents and the like to our clients to enable them to make informed
decisions;
|
|
·
|
Provide
at least 3 PCAOB Auditors referrals*;
|
|
·
|
Provide
at least 3 qualified/accredited individual and/or institutional investors
referrals*;
|
|
·
|
Support
and explanation of going public;
|
|
·
|
Support
for corporate structuring and financing; and
|
|
·
|
Support
for filing of Form 211 (Rule
15c2-11).
|
21
We will
provide the following consulting services to publicly traded companies for a
flat monthly fee or individually negotiated one-time fee:
|
·
|
As
required, provide at least 3 Market Makers referrals* (complimentary
service);
|
|
§
|
We
will not be accepting any compensation for market maker referrals, and
this service will be complementary. Our role in referring clientele to
market makers will be solely introductory, in the form of a phone call or
email linking the two parties. After such introductions are made, we will
have no further direct dealings in such a context with the market
maker.
|
|
·
|
Provide
at least 3 IR/PR Firms referrals*;
|
|
·
|
Provide
at least 3 qualified/accredited individual and/or institutional investors
referrals*;
|
|
·
|
Support
for SEC compliance;
|
|
·
|
Support
for Blue Sky compliance;
|
|
·
|
Provide
corporate accounting and PCAOB referrals*;
|
|
·
|
Support
for corporate structuring and
financing.
|
*Referrals
made by our Company to clients may involve certain conflicts of interest between
the Company, Ms. Sourlis individually, Ms. Sourlis’ law firm, and the client. We
will make every attempt to ensure that all known and possible conflicts of
interest are disclosed to each client upon making such referral and, if not
waived by the client, cease working with the client in one or more
capacities.
Our
Company believes that we have formulated a business model to succeed in a
downsizing corporate America and a turbulent economy. We have conducted the
necessary due diligence and we believe we tailored a multifaceted business model
to compete in the business services sector.
Fees
Revenues
will be derived from fees we will charge our clientele in the form of cash and
on a case-by-case basis. In certain favorable circumstances, we may negotiate
with the client and receive all or a portion of payment in the form of equity in
such client’s company. We intend to offer clients our comprehensive services for
a flat monthly fee, or on a project-by-project “à la carte” basis. At no time
will we charge any client for referrals of market makers.
At the
present time, we intend to charge clients a flat rate fee per month for
comprehensive services. The amount of the monthly fee will vary and may increase
based on the size and complexity of such client, the amount and skill of work
involved, and based on individual negotiations with a particular
client.
Fees for
clients who elect to retain our services on a project-by-project basis shall be
individually negotiated and will vary based on the size and complexity of such
client, the amount and skill of work involved, and with consideration to rates
being charged throughout the industry for similar services.
Our fee
structure is subject to current market conditions and is therefore subject to
change. However, at no point will the client be unaware of any rate
change.
In
certain situations, we may negotiate with our clients to receive all or a
portion of payment owed to us for services rendered in the form of equity in
that client’s company. Such determination will be made by our sole officer,
Virginia K. Sourlis. While we generally prefer to receive cash compensation, our
officer may believe that certain situations require the receipt of restricted
equity as compensation. Risks associated with receiving restricted equity
compensation include, but are not limited to, 1) problems of liquidity where no
market exists for such equity and therefore the Company cannot sell such equity
and realize cash; 2) the client goes out of business and such equity is rendered
worthless; 3) the equity is sold for less than the value of services provided by
us to the client.
We
believe that it is necessary to receive a limited amount of equity in order to
hedge the associated risks involved with such form of payment. However, any loss
we experience related to equity compensation could have a material effect on our
ability to become profitable, and in the long term, to continue as a going
concern.
22
Going
Concern
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As shown in the accompanying financial statements,
the Company has a negative current ratio and Company has incurred an accumulated
deficit of ($9,843) for the period from April 30, 2010 (inception) to September
30, 2010. These conditions raise substantial doubt about the Company's ability
to continue as a going concern.
The
following table provides selected financial data about our company for the
period from April 30, 2010 (date of inception) through September 30, 2010. For
detailed financial information, see the financial statements included in this
Report.
Balance Sheet Data as
of September 30, 2010:
Cash
|
$ | 1,936 | ||
Total
assets
|
$ | 1,936 | ||
Total
liabilities
|
$ | 6,779 | ||
Deficiency
in Assets
|
$ | (4,843 | ) |
The
future of the Company is dependent upon its ability to obtain financing and upon
future profitable operations from the development of its planned
business. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The accompanying financial statements do
not include any adjustments that might arise from this uncertainty.
The
accompanying financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
Proposed
Milestones to Implement Business Operations
The
following milestones are based on the estimates made by management. The working
capital requirements and the projected milestones are approximations and subject
to adjustments. Our sole Officer and Director, Virginia K. Sourlis, has
committed to personally fund our venture for an indefinite period of time to
facilitate our ability to attain the following operational
milestones.
The
funding of the Company by Ms. Sourlis will create a further liability to the
Company to be reflected on the Company’s financial statements. Ms. Sourlis’
commitment to personally fund the Company is not contractual and could cease at
any moment in her sole and absolute discretion.
If we
begin to generate profits, we will increase our marketing and sales activity
accordingly. We estimate generating initial revenues approximately within the
next six to twelve months. The costs associated with operating as a public
company are included in our budget. Management believes that the costs of
operating as a public company (as opposed to a private company) could have a
material negative impact on the company’s results of operations and liquidity
and could place a significant drain on capital resources. Management
will be responsible for the preparation of the required documents to keep the
costs to a minimum. We plan to complete our milestones as
follows:
0-
3 MONTHS
Management
will continue the word-of-mouth campaign with Individual Proprietors and
potential referral candidates. Marketing efforts will also consist of due
diligence on small to large private and going public companies. During this
timeframe, we plan to identify small to large private and going public companies
that could use our services. We plan to purchase a computer, programs, and
printer for $2,000 that is budgeted in the Office Equipment and Furniture line
item in the Use of Proceeds. We have budgeted $500 in Sales and Marketing to
secure a web domain and research and place an initial deposit with a web
designer. The Company has budgeted $2,000 for Sales and Marketing material
including brochures and flyers that we expect to finalized during this
timeframe. Our goal for this timeframe continues with initiating due diligence
to identify referral source persons and finalizing our short-list of contract
labor.
4-6
MONTHS
Savvy
plans to finalize the web site development at an additional cost of $500
budgeted in the Sales and Marketing line item. The Company plans to continue
with the direct marketing and word-of-mouth campaigns. In addition, we plan to
establish a direct marketing campaign to attract business small to large private
and going public companies. Most of the expenditures associated with these
efforts will amount to lunches, entertainment and related incidentals. We have
budgeted $1,800 in the Sales and Marketing line item to address the costs. We
have budgeted $3,000 in the Salaries/Contractors line item pay our
employees/contractors.
23
7-9
MONTHS
The
Company plans to further expand relationships with small to large private and
going public companies. By this stage of operations, we anticipate finding
additional potential revenue generating business services that we intend to
pursue. We have budgeted $5,000 for targeted and tailored marketing material and
related activities. During this period, the Company has budgeted $5,000 for the
salaries of employees and or contractors. Additional planned responsibilities
include initiating a two-year overall business plan.
10-12
MONTHS
By the
fourth quarter of operations, we expect to begin generating revenues through an
established base of clients to sustain operations. In the Salaries/Contractors
budget, we have budgeted $3,000 to pay for any administrative employee expenses
incurred as a result of performing duties for our clients. We have budgeted
$3,200 in the Sales and Marketing line item for expenses incurred tailoring any
marketing material to target opportunities and to cover any related expenses.
During this timeframe, we plan to analyze our past nine months of operations
including our web sites lead/revenue generating effectiveness. In addition, we
plan to evaluate our need to hire employees or use contract labor. This review
of our operations to date will allow the Company to make the necessary
adjustments and changes to further nurture the growth of the Company. In
addition, this review will provide valuable information for finalizing a
two-year overall business plan with emphasis on sales and marketing
Note:
The amounts allocated to each line item in the above milestones are subject to
change at the sole discretion of the Company’s management. Any line item amounts
not expended completely, as detailed in the Use of Proceeds, shall be held in
reserve as working capital and subject to reallocation to other line item
expenditures as required for ongoing operations.
Results
of Operations
As of
September 30, 2010, our cash on hand was $1,936.
As of
September 30, 2010, our total assets were $1,936.
As of
September 30, 2010, our total current liabilities were $6,779. Total current
liabilities are comprised of accounts payable (trade) of $3,500 and due to
shareholder of $3,279 as of September 30, 2010.
Total Stockholders’ Deficit.
Our deficiency in assets was ($4,843) as of September 30, 2010.
Accounts Payable and Accrued
Expenses. As of September 30, 2010, the Company incurred $3,500 in
accounts payable. The accounts payable primarily consist of audit and SEC filing
fees as the Company commenced its SEC reporting requirements after the SEC
declared the Company’s initial S-1 filing effective on August 12,
2010.
Fiscal
Year Ended September 30, 2010
Revenues. We had no revenues
for the fiscal year ended September 30, 2010. Since April 30, 2010 (date of
inception), we have not realized any revenues.
Net Loss. We had a net loss
of $9,843 for the fiscal year ended September 30, 2010. The net loss was
primarily due to incurred .audit and SEC filing fees as the Company commenced
its SEC reporting requirements after the SEC declared the Company’s initial S-1
filing effective on August 12, 2010.
Operating expenses. Our total
operating expenses for the fiscal year ended September 30, 2010 were $9,843.
This was primarily comprised of audit and SEC filing fees as the Company
commenced its SEC reporting requirements after the SEC declared the Company’s
initial S-1 filing effective on August 12, 2010.
From
April 30, 2010 (date of inception) to September 30, 2010 and through November
30, 2010, the Sourlis Law Firm did not charge the Company for any legal services
that the firm performed on the Company’s behalf as they relate to the Company’s
initial S-1 filing with the SEC on May 27, 2010 and any subsequent legal work
related to the Company’s SEC reporting requirements.
Liquidity
and Capital Resources
At
September 30, 2010, we had $1,936 in cash on hand and total liabilities of
$6,779 and there is substantial doubt as to our ability to continue as a going
concern.
24
To date,
our operations have been funded by our sole officer and director pursuant to a
verbal, non-binding agreement. Ms. Sourlis has agreed to personally fund the
Company’s operating and SEC reporting expenses until the Company can achieve
revenues sufficient to sustain its operational and regulatory requirements.
Future contributions by Ms. Sourlis to the Company, pursuant to the verbal and
non-binding agreement, will be reflected on the financial statements of the
Company as liabilities.
We
believe that we will start to generate revenue within the next 12 months and
that we will need at least $200,000 to sustain our operations during such
period.
As stated
above and throughout this Report, in certain situations, we may negotiate with
our clients to receive all or a portion of payment owed to us for services
rendered in the form of equity in that client’s company. Such determination will
be made by our sole officer, Virginia K. Sourlis. While we generally prefer to
receive cash compensation, our officer may believe that certain situations
require the receipt of restricted equity as compensation. Risks associated with
receiving restricted equity compensation include, but are not limited to, 1)
problems of liquidity where no market exists for such equity and therefore the
Company cannot sell such equity and realize cash; 2) the client goes out of
business and such equity is rendered worthless; 3) the equity is sold for less
than the value of services provided by us to the client.
We
believe that it is necessary to receive a limited amount of equity in order to
hedge the associated risks involved with such form of payment. However, any loss
we experience related to equity compensation could have a material effect on our
ability to generate revenues, become profitable, and to continue as a going
concern.
Off
–Balance Sheet Operations
As of
September 30, 2010, the Company does not have any off-balance sheet activities
nor operations.
CRITICAL
ACCOUNTING POLICIES
The
accompanying financial statements have been prepared in accordance with United
States generally accepted accounting principles (US GAAP) for financial
information and in accordance with the Securities and Exchange Commission’s
Regulation S-X. They reflect all adjustments which are, in the opinion of the
Company’s management, necessary for a fair presentation of the financial
position and operating results as of September 30, 2010 and for the period April
30, 2010 (date of inception) to September 30, 2010.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported revenues and expenses during the
reporting periods. Because of the use of estimates inherent in the financial
reporting process, actual results may differ significantly from those
estimates.
Cash and Cash
Equivalents
For
purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents. As of September 30, 2010, the Company maintained one bank
account with a financial institution located in New Jersey.
Fair Value of Financial
Instruments
The fair
value of cash and cash equivalents and accounts payable approximates the
carrying amount of these financial instruments due to their short
maturity.
Net Loss per Share
Calculation
Basic net
loss per common share ("EPS") is computed by dividing income (loss) available to
common stockholders by the weighted-average number of common shares outstanding
for the period. Diluted earnings per shares is computed by
dividing net income (loss) by the weighted average shares
outstanding, assuming all dilutive potential common shares were
issued.
Revenue
Recognition
For the
period April 30, 2010 (inception) to September 30, 2010, the Company did
not realize any revenue
25
Income
Taxes
Income
taxes are provided for using the liability method of accounting. A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax basis.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effect of changes in tax laws and rates on the date of
enactment.
Recently Issued Accounting
Pronouncements
In June
2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168,
“The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles – a replacement of FASB Statement No.
162,” (“SFAS 168”). SFAS 168 establishes the FASB Accounting
Standards Codification (“Codification”) as the source of authoritative
generally accepted accounting principles (“GAAP”) for nongovernmental
entities. The Codification does not change GAAP. Instead, it takes
the thousands of individual pronouncements that currently comprise GAAP and
reorganizes them into approximately ninety accounting topics, and displays all
topics using a consistent structure. Contents in each topic are
further organized first by subtopic, then section and finally paragraph. The
paragraph level is the only level that contains substantive content. Citing
particular content in the Codification involves specifying the unique
numeric path to the content through the topic, subtopic, section and paragraph
structure. FASB suggests that all citations begin with “FASB ASC,” where ASC
stands for Accounting Standards Codification. Changes to the ASC
subsequent to June 30, 2009 are referred to as Accounting Standards Updates
(“ASU”).
In
conjunction with the issuance of SFAS 168, the FASB also issued its first
Accounting Standards Update No. 2009-1, “Topic 105 –Generally Accepted
Accounting Principles” (“ASU 2009-1”) which includes SFAS 168 in its entirety as
a transition to the ASC.
ASU
2009-1 is effective for interim and annual periods ending after September 15,
2009 and will not have an impact on the Company’s financial position or results
of operations but will change the referencing system for accounting
standards.
As of
September 30, 2010, all citations to the various SFAS’ have been eliminated and
will be replaced with FASB ASC as suggested by the FASB in future interim and
annual financial statements.
As of
September 30, 2010, the Company does not expect any of the recently issued
accounting pronouncements to have a material impact on its financial condition
or results of operations.
CONTRACTUAL
OBLIGATIONS AS OF September 30, 2010
There are
no contractual obligations on the Company’s Balance sheet as of September 30,
2010.
Payment due by period
|
||||||||||||||||||||
Contractual Obligations
|
Total
|
Less than 1
Year
|
1-3 Years
|
3-5 Years
|
More than 5
Years
|
|||||||||||||||
Long-Term
Debt Obligations
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||||
Capital
Lease Obligations
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||||
Operating
Lease Obligations
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||||
Purchase
Obligations
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||||
Other
Long-Term Liabilities Reflected on the Registrant’s Balance Sheet under
GAAP
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||||
Total
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
Item 7A. Quantitative and
Qualitative Disclosures about Market Risk
Not
applicable.
26
Item 8.
Financial Statements and Supplementary Data
F-1
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
||
F-2 | BALANCE SHEET | ||
F-3
|
STATEMENT
OF OPERATIONS
|
||
F-4
|
STATEMENT
OF CHANGES IN DEFICIENCY IN ASSETS
|
||
F-5
|
STATEMENT
OF CASH FLOWS
|
||
F-6
|
NOTES
TO THE FINANCIAL STATEMENTS
|
27
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors
Savvy
Business Support, Inc.
Red Bank,
New Jersey
We have
audited the accompanying balance sheet of Savvy Business Support, Inc. (a Development Stage
Enterprise) (the “Company”) as of September 30, 2010, and the related
statements of operations, deficiency in assets and cash flows for the period
from April 30, 2010 (inception) to September 30, 2010. The Company’s management
is responsible for these financial statements. Our responsibility is to express
an opinion on these financial statements based on our audit.
We
conducted our audit 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 also 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 audit 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 the Company as of September 30,
2010, and the results of its operations and its cash flows for the period from
April 30, 2010 (inception) to September 30, 2010 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 Notes 1 & 7 to the
financial statements, the Company is in the development stage and has not
realized any revenue since April 30, 2010 (date of inception). The
Company’s ability to continue as a going concern is dependent upon its ability
to realize revenue, develop additional sources of capital, and ultimately
achieve profitable operations. These conditions raise substantial doubt about
the Company’s ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/
Conner & Associates, PC
CONNER
& ASSOCIATES, PC
Newtown,
Pennsylvania
29
November 2010
F-1
SAVVY
BUSINESS SUPPORT, INC.
|
||||
A
DEVELOPMENT STAGE COMPANY
|
||||
BALANCE
SHEET
|
||||
09/30/2010
|
||||
ASSETS
|
||||
Current assets
|
||||
Cash
|
$ | 1,936 | ||
Total
assets
|
$ | 1,936 | ||
LIABILITIES AND DEFICIENCY IN
ASSETS
|
||||
Current liabilities
|
||||
Accounts
payable
|
$ | 3,500 | ||
Due
to shareholder
|
3,279 | |||
Total
liabilities
|
6,779 | |||
Commitment
and contingencies
|
- | |||
Stockholders' equity
|
||||
Preferred
stock, $.0001 par value, authorized 10,000,000 shares, none
issued
|
- | |||
Common
stock, $.0001 par value, authorized 100,000,000 shares;
|
||||
5,000,000
issued and outstanding
|
500 | |||
Additional
paid-in capital
|
4,500 | |||
Deficit
accumulated during the development stage
|
(9,843 | ) | ||
Total
deficiency in assets
|
(4,843 | ) | ||
Total
liabilities and deficiency in assets
|
$ | 1,936 |
The
accompanying notes should be read in conjunction with the financial
statements
F-2
A
DEVELOPMENT STAGE COMPANY
STATEMENT
OF OPERATIONS
For the period of
|
||||
April 30, 2010 (inception)
|
||||
to September 30, 2010
|
||||
Net
sales
|
$ | - | ||
Cost
of sales
|
- | |||
Gross
profit
|
- | |||
Operating expenses
|
||||
General
and administrative expenses
|
50 | |||
Professional
fees
|
9,793 | |||
Total
operating expenses
|
9,843 | |||
Income
(loss) from operations
|
(9,843 | ) | ||
Provision
for income taxes
|
- | |||
Net
(loss)
|
$ | (9,843 | ) | |
Weighted
average number of common shares outstanding
|
||||
(basic
and fully diluted)
|
5,000,000 | |||
Basic
and diluted (loss) per common share
|
Nil
|
|||
Nil
= < $.01
|
The
accompanying notes should be read in conjunction with the financial
statements
F-3
A
DEVELOPMENT STAGE COMPANY
STATEMENT
OF CHANGES IN DEFICIENCY IN ASSETS
For
the period April 30, 2010 (Inception) to September 30, 2010
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During
the
|
|||||||||||||||||||
Common
Stock
|
Paid-In
|
Development
|
Deficiency
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
In Assets
|
||||||||||||||||
Balance
- April 30, 2010 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Issuance
of common shares
|
5,000,000 | 500 | 4,500 | - | 5,000 | |||||||||||||||
Net
(loss)
|
- | - | - | (9,843 | ) | (9,843 | ) | |||||||||||||
Balance,
September 30, 2010
|
5,000,000 | $ | 500 | $ | 4,500 | $ | (9,843 | ) | $ | (4,843 | ) |
The
accompanying notes should be read in conjunction with the financial
statements
F-4
A
DEVELOPMENT STAGE COMPANY
STATEMENT
OF CASH FLOWS
For
the period of
|
||||
April
30, 2010 (inception)
|
||||
to September 30,
2010
|
||||
Cash
flows from operating activities
|
||||
Net
(loss)
|
$ | (9,843 | ) | |
Adjustments
to reconcile net (loss) to net cash (used in) operating
activities:
|
||||
Increase
(decrease) in accounts payable
|
3,500 | |||
Net
cash (used in) operating activities
|
(6,343 | ) | ||
Cash
flows from investing activities
|
- | |||
Cash
flows from financing activities
|
||||
Proceeds
from issuance of common stock
|
5,000 | |||
Proceeds
from due to shareholder, net
|
3,279 | |||
Net
cash provided by financing activities
|
8,279 | |||
Net
increase in cash and cash equivalents
|
1,936 | |||
Cash
- beginning of period
|
- | |||
Cash
- end of period
|
$ | 1,936 | ||
Supplemental
disclosure of cash flow information:
|
||||
Taxes
paid
|
- | |||
Interest
paid
|
$ | - |
The
accompanying notes should be read in conjunction with the financial
statements
F-5
SAVVY
BUSINESS SUPPORT, INC.
A
DEVELOPMENT STAGE COMPANY
NOTES
TO FINANCIAL STATEMENTS
September
30, 2010
NOTE
1 - Organization
Savvy
Business Support, Inc. (“the Company”) was incorporated in State of Nevada on
April 30, 2010.
The
Company is a development stage business consulting company with a principal
business of offering general business services/support to start-up companies,
small and medium business planning to expand, individuals, and other businesses
and organizations.
NOTE 2 – Summary of Significant
Accounting Policies
Basis of
Presentation
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported revenues and expenses during the
reporting periods. Because of the use of estimates inherent in the financial
reporting process, actual results may differ significantly from those
estimates.
Cash and Cash
Equivalents
For
purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents. As of September 30, 2010, the Company maintained one bank
account with a financial institution located in New Jersey.
Fair Value of Financial
Instruments
The fair
value of cash and cash equivalents and accounts payable approximates the
carrying amount of these financial instruments due to their short
maturity.
Net Loss per Share
Calculation
Basic net
loss per common share ("EPS") is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding for the
period. Diluted earnings per shares is computed by dividing net
income by the weighted average shares outstanding, assuming all dilutive
potential common shares were issued.
Revenue
Recognition
For the
period April 30, 2010 (inception) to September 30, 2010, the Company did not
realize any revenue
Income
Taxes
Income
taxes are provided for using the liability method of accounting. A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax basis.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effect of changes in tax laws and rates on the date of
enactment.
F-6
Recently Issued Accounting
Pronouncements
In June
2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168,
“The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles – a replacement of FASB Statement No.
162,” (“SFAS 168”). SFAS 168 establishes the FASB Accounting
Standards Codification (“Codification”) as the source of authoritative
generally accepted accounting principles (“GAAP”) for nongovernmental
entities. The Codification does not change GAAP. Instead, it takes
the thousands of individual pronouncements that currently comprise GAAP and
reorganizes them into approximately ninety accounting topics, and displays all
topics using a consistent structure. Contents in each topic are
further organized first by subtopic, then section and finally paragraph. The
paragraph level is the only level that contains substantive content. Citing
particular content in the Codification involves specifying the unique
numeric path to the content through the topic, subtopic, section and paragraph
structure. FASB suggests that all citations begin with “FASB ASC,” where ASC
stands for Accounting Standards Codification. Changes to the ASC
subsequent to June 30, 2009 are referred to as Accounting Standards Updates
(“ASU”).
In
conjunction with the issuance of SFAS 168, the FASB also issued its first
Accounting Standards Update No. 2009-1, “Topic 105 –Generally Accepted
Accounting Principles” (“ASU 2009-1”) which includes SFAS 168 in its entirety as
a transition to the ASC. ASU 2009-1 is effective for interim and
annual periods ending after September 15, 2009 and will not have an impact on
the Company’s financial position or results of operations but will change the
referencing system for accounting standards.
As of
September 30, 2010, all citations to the various SFAS’ have been eliminated and
will be replaced with FASB ASC as suggested by the FASB in future interim and
annual financial statements.
As of
September 30, 2010, the Company does not expect any of the recently issued
accounting pronouncements to have a material impact on its financial condition
or results of operations.
NOTE 3. – Related Party
Transactions
Office
Rent
As of
September 30, 2010, the Company operated out of the premises of The Sourlis Law
Firm offices on a rent-free basis for administrative purposes. There is no
written agreement or other material terms or arrangements relating to this
office space arrangement.
For the
period April 30, 2010 (date of inception) to September 30, 2010, the rent
expense was zero.
Legal
Services
From
April 30, 2010 (date of inception) to September 30, 2010, the Sourlis Law Firm
did not charge the Company for any legal services that the firm performed on the
Company’s behalf as they relate to the Company’s initial S-1 filing with the SEC
on May 27, 2010 and any subsequent legal work related to the Company’s SEC
reporting requirements.
As of
September 30, 2010, the Managing Partner of the Sourlis Law Firm, Virginia K.
Sourlis, is the Company’s Sole Officer, Sole Director and Sole Shareholder of
the Company.
NOTE
4 − Preferred Stock
As of
September 30, 2010, the Company is authorized to issue 10,000,000 shares of
Preferred Stock, par value of $0.0001 per share of which no preferred stock was
issued and outstanding.
NOTE
5 − Common Stock
As of
September 30, 2010, the Company is authorized to issue 100,000,000 shares of
Common Stock, par value of $0.0001 per share of which 5,000,000 shares of common
stock were issued and outstanding to the Company’s sole officer and director for
total consideration of $5,000.
NOTE
6 − Income Taxes
The
Company utilizes the asset and liability method for financial accounting and
reporting accounting of income taxes. Deferred tax assets and liabilities are
determined based on temporary differences between financial reporting and the
tax basis of assets and liabilities, and are measured by applying enacted rates
and laws to taxable years in which such differences are expected to be recovered
or settled. Any changes in tax rates or laws are recognized in the period when
such changes are enacted.
F-7
As of
September 30, 2010, the Company has $3,839 in gross deferred tax assets
resulting from net operating loss carry-forwards. A valuation allowance has been
recorded to fully offset these deferred tax assets because the Company’s
management believer future realization of the related income tax benefits is
uncertain. Accordingly, the net provision for income taxes is zero for the
period April 30, 2009 (inception) to September 30, 2010. As
of September 30, 2010, the Company has federal net operating loss carry
forwards of approximately $9,843 available to offset future taxable income
through 2030, subject to the change in control provisions under the Internal
Revenue Code. The difference between the tax provision at the statutory
federal income tax rate on September 30, 2010 and the tax provision
attributable to loss before income taxes is as follows:
For the period
|
||||
April 30, 2010
|
||||
(inception) through
|
||||
September 30, 2010
|
||||
Statutory
federal income taxes
|
34.0 | % | ||
State
taxes, net of federal benefits
|
5.0 | % | ||
Valuation
allowance
|
-39.0 | % | ||
Income
tax rate
|
- |
As of
September 30, 2010, the Company has tax reporting requirements to the Internal
Revenue Service, the State of Nevada and to the State of New
Jersey.
NOTE
7 − Going Concern
As of
September 30, 2010, the accompanying financial statements have been presented on
the basis that it is a going concern in the development stage, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business.
For the
period from April 30, 2010 (inception) to September 30, 2010, the Company
incurred losses of $9,843 consisting of professional and SEC audit fees for the
Company to maintain its SEC reporting requirements.
The
ability of the Company to continue as a going concern is dependent upon its
ability to obtain financing and upon future operations from the development of
its planned business as well as to raise additional capital from the sale of
Common Stock and, ultimately, the achievement of significant operating revenues.
The accompanying financial statements do not include any adjustments that might
be required should the Company be unable to recover the value of its assets or
satisfy its liabilities.
NOTE
8 – Subsequent Events
Effective
August 12, 2010, the SEC declared the Form S-1 Registration Statement under the
Securities Act of 1933 effective wherein the Company is seeking to raise
$200,000 in the form of equity securities.
As of
November 15, 2010, the Company raised $5,000 from the sale of 50,000 common
shares of the Company’s stock through an initial public offering at $0.10 per
share.
As of
November 30, 2010, the date the audited financial statements were available to
be issued, there are no other subsequent events that are required to be recorded
or disclosed in the accompanying financial statements as of and for the period
ended September 30, 2010.
F-8
Item 9. Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure
None.
Item 9AT. Controls and
Procedures
Disclosure
Controls and Procedures
Under the
supervision and with the participation of our sole officer, sole director,
Principal Executive Officer and Principal Financial Officer, Ms. Virginia K.
Sourlis, we evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
of the Exchange Act as of a date (the "Evaluation Date") within ninety (90) days
prior to the filing of our September 30, 2010 Form 10-K.
Based
upon that evaluation, our Management has concluded that, as of September 30,
2010, our disclosure controls and procedures were not
effective in timely alerting management to the material information relating to
us required to be included in our periodic filings with the SEC.
Our
Principal Executive Officer/Principal Financial Officer has concluded that our
disclosure controls and procedures had the following material
weaknesses:
|
·
|
We were unable to maintain any
segregation of duties within our financial operations due to our reliance
on limited personnel in the finance function. While this control
deficiency did not result in any audit adjustments to our 2010 interim or
annual financial statements, it could have resulted in a material
misstatement that might have been prevented or detected by a segregation
of duties.
|
|
·
|
The Company lacks sufficient
resources to perform the internal audit function and does not have an
Audit Committee;
|
|
·
|
We do not have an independent
Board of Directors, nor do we have a board member designated as an
independent financial expert for the Company. The Board of Directors is
comprised of one (1) member of management. As a result, there may be lack
of independent oversight of the management team, lack of independent
review of our operating and financial results, and lack of independent
review of disclosures made by the Company;
and
|
|
·
|
Documentation of all proper
accounting procedures is not yet
complete.
|
To the
extent reasonably possible given our limited resources, we intend to take
measures to cure the aforementioned material weaknesses, including, but not
limited to, the following:
|
·
|
Considering the engagement of
consultants to assist in ensuring that accounting policies and procedures
are consistent across the organization and that we have adequate control
over financial statement
disclosures;
|
|
·
|
Hiring additional qualified
financial personnel including a Chief Financial Officer on a full-time
basis;
|
|
·
|
Expanding our current board of
directors to include additional independent individuals willing to perform
directorial functions; and
|
|
·
|
Increasing our workforce in
preparation for exiting the development stage and commencing revenue
producing operations.
|
Since the
recited remedial actions will require that we hire or engage additional
personnel, these material weaknesses may not be overcome in the near term due to
our limited financial resources. Until such remedial actions can be realized, we
will continue to rely on the advice of outside professionals and
consultants.
We
anticipate that these initiatives will be at least partially, if not fully,
implemented by September 30, 2011, subject to our ability to obtain sufficient
future financing and subject to our ability to produce revenue in the short
term.
Internal
Control over Financial Reporting
(a) Management’s Annual Report on
Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act. Our internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles.
28
A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the registrant’s annual or interim financial
statements will not be prevented or detected on a timely basis.
Our
management, with the participation of our sole officer, sole director, Principal
Executive Officer and Principal Financial Officer, Ms. Virginia K. Sourlis,,
assessed the effectiveness of our internal control over financial reporting as
of September 30, 2010. In making this assessment, we used the criteria set forth
by the Committee of Sponsoring Organizations of The Treadway Commission (COSO)
in Internal Control-Integrated Framework. Based on that assessment
under such criteria, management concluded that our internal controls over
financial reporting were not
effective as of September 30, 2010 due to control deficiencies that constituted
material weaknesses.
Management
has identified a lack of sufficient personnel in the accounting function due to
the limited resources of the Company with appropriate skills, training and
experience to perform the review processes to ensure the complete and proper
application of generally accepted accounting principles.
We are in
the process of developing and implementing remediation plans to address our
material weaknesses in the Company’s internal controls.
Management
has identified specific remedial actions to address the material weaknesses
described above:
|
·
|
Improve
the effectiveness of the accounting group by augmenting our existing
resources with additional consultants or employees to improve segregation
procedures and to assist in the analysis and recording of complex
accounting transactions and preparation of tax disclosures. We plan to
mitigate the segregation of duties issues by hiring additional personnel
in the accounting department once we have achieved positive cash flow from
operations, and/or have raised significant additional working
capital.
|
|
·
|
Improve
segregation procedures by strengthening cross approval of various
functions including cash disbursements and quarterly internal audit
procedures where appropriate.
|
Due to
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.
Changes
in Controls and Procedures
There
were no significant changes made in our internal controls over financial
reporting during the year ended September 30, 2010 that have materially affected
or are reasonably likely to materially affect these controls. Thus, no
corrective actions with regard to significant deficiencies or material
weaknesses were necessary.
Attestation
Report of the Registered Public Accounting Firm
This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
independent registered public accounting firm pursuant to rules of the
Securities and Exchange Commission that permit the Company to provide only
management's report in this annual report. We were not required to have, nor
have we, engaged our independent registered public accounting firm to perform an
audit of internal control over financial reporting pursuant to the rules of the
Commission that permit us to provide only management’s report in this annual
report.
None
29
PART
III
Item 10. Directors, Executive
Officers and Corporate Governance
Management and Director
Biographies
The
following table sets forth the respective names, ages and positions of our
directors and executive officers as well as the year that each of them commenced
serving as a director of the Company. The terms of all of the directors, as
identified below, will run until our annual meeting of stockholders in 2011 or
until their successors are elected and qualified.
Person and Position:
|
Age:
|
Held Position Since:
|
||
Virginia
K. Sourlis
President
and Director
(Principal
Executive Officer, Principal Financial Officer, and Principal Accounting
Officer)
|
46
|
April 30,
2010
|
Management
and Director Biographies
Each of
the foregoing person(s) may be deemed a "promoter" of the Company, as that term
is defined in the rules and regulations promulgated under the Securities Act.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and have qualified.
Officers
are appointed to serve until the meeting of the Board of Directors following the
next annual meeting of stockholders and until their successors have been elected
and have qualified.
Virginia K.
Sourlis, our
President and sole Director, is the founder and owner of The Sourlis Law Firm
(Est. 1997), a boutique securities law firm located in Red Bank, New Jersey. Her
firm represents several brokerage firms and SEC and state registered investment
advisors. Her firm also represents numerous private and publicly traded
companies that are located in the United States and abroad in all stages of
their development, from start-up to being a publicly traded
company.
Ms.
Sourlis’ law firm handles Rule 504, 505 and 506 private placements, underwritten
and self-underwritten public offerings (also direct and shelf), Regulation A
Offerings, Mergers and Acquisitions, Rule 15c2-11 Pink Sheet (and unsolicited
quote) and OTCBB applications, Regulation of formal/informal disclosure
requirements, 1933 and 1934 Act Reports (i.e. Form S-1, Form 10), compliance
with FINRA Rules and Regulations, FINRA audits, SEC audits, Rule 144/144A
transactions and legal opinions, Sarbanes Oxley Act compliance, Blue Sky law
compliance, Proxy Statements and Information Statements, Form 10-Ks, Form 10-Qs,
Form 8-Ks, Forms 3, 4, & 5, and Forms 13G & 13D, and counsel and advise
companies regarding general securities and corporate/business legal
matters.
Virginia
K. Sourlis, Esq. studied at Oxford University, England (1985), graduated from
Stanford University, California (1986) and received her MBA and JD from
Villanova University, Pennsylvania (1991). Virginia formerly served as an
arbitrator and chairperson for the National Association of Securities Dealers,
Inc. (“NASD”) and New York Stock Exchange (“NYSE”), and is a Director of the
Eastern Monmouth Area Chamber of Commerce, and a member of the New Jersey Bar
Association, Monmouth Bar Association, ACCA, ABA and NJCCA, received a full
scholarship to Stanford University, Palo Alto, CA, an All American Collegiate
basketball player at Stanford University (point guard), an Olympic basketball
finalist, a retired professional basketball player, All-American high school
basketball player, and retired high school basketball uniform
(#10).
Involvement in Certain Legal
Proceedings
Our sole
officer and director, Virginia Sourlis, has been in a legal dispute with the
Pink OTC Markets, Inc., a private company that is not a regulatory organization
or tribunal. The dispute stems from the Pink OTC Markets unilateral decision to
place Ms. Sourlis’ name on a list of attorneys from whom only the Pink OTC
Markets would no longer accept Ms. Sourlis’ legal opinions. Ms. Sourlis is a
corporate and securities attorney with over 18 years of experience, a retired
FINRA Arbitration Chairperson, and is in good standing with all regulatory
organizations, including, but not limited to, the SEC, FINRA and the bar
association. Ms. Sourlis believes that the Pink OTC Markets decision is without
merit. The Pink OTC Markets has agreed that Ms. Sourlis’ name will be removed
from the list in March, 2011. As a matter of internal procedure by the Pink OTC
Markets, the removal of attorney names on the Pink OTC Markets Prohibited
Attorney List is done automatically after a period of five years, with no
determination ever being made regarding any conduct of such attorney. Until Ms.
Sourlis’ name is removed from the list, the placement of Ms. Sourlis’ name on
the Pink OTC Market’s website could potentially have a perceived negative impact
on the Company’s ability to retain clientele who plan to quote their securities
on the Pink Sheets.
30
Other
than the above-mentioned, none of the executive officers of the Company (i) has
been involved as a general partner or executive officer of any business which
has filed a bankruptcy petition; (ii) has been convicted in any criminal
proceeding nor is subject to any pending criminal proceeding; (iii) has been
subjected to any order, judgment or decree of any court permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; and (iv) has been
found by a court, the United States Securities and Exchange Commission or the
Commodities Futures Trading Commission to have violated a federal or state
securities or commodities law.
Information Concerning Non-Director
Executive Officers
We
currently have no executive officers serving who are non-directors.
Compliance with Section 16(A) of the Securities Exchange
Act of 1934
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's
executive officers and directors and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (hereinafter referred to as the "Commission") initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership, of Common Stock and other equity securities
of the Company on Forms 3, 4, and 5, respectively. Executive officers, directors
and greater than 10% shareholders are required by Commission regulations to
furnish the Company with copies of all Section 16(a) reports they file. To the
Company's knowledge, all of the Company's executive officers, directors and
greater than 10% beneficial owners of its Common Stock have complied with
Section 16(a) filing requirements applicable to them during the Company's most
recent fiscal year.
31
Item 11.
Executive
Compensation
Summary
Compensation Table
The
following table sets forth the cash compensation paid by the Company to its
President and all other executive officers for services rendered since April 30,
2010 (Inception):
Name and Position
|
Year
|
Annual Compensation
|
||
Virginia
K. Sourlis, President & Sole Director
|
2010
|
None
|
Officer
Compensation
We have
not paid any salary, bonus or other compensation to our officers and directors
since our inception. We presently have no compensation arrangements with our
officers and directors. We do not anticipate paying our officers in the next 12
months.
Director
Compensation
We do not
currently pay any cash fees to our directors, but we pay directors’ expenses in
attending board meetings.
Stock
Option Grants
The
Company has never issued any stock options to officers, employees or
otherwise.
Employment
Agreements
We
currently have no employment agreements with any personnel, executive officers
or directors.
Significant
Employees
We have
no significant employees other than our executive officer and director named in
this Report. We intend to conduct our business through agreements with
consultants and arms-length third parties. As of the date of this Report, we
have not contracted with any party.
Committees
of the Board of Directors
At this
time, we have not formed any committees due to the limited personnel at the
director and officer level.
Code
of Ethics
We have
adopted a Code of Ethics and Code of Business Conduct that applies to our
officers and directors, and critical employees.
Term
of Office
Our
director is appointed for a one-year term to hold office until the next annual
general meeting of our stockholders or until removed from office in accordance
with our bylaws.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The following table sets forth
information regarding beneficial ownership as of the date of this Report by (i) each Named Executive Officer,
(ii) each member of our Board of Directors, (iii) each person deemed to be the
beneficial owner of more than five percent (5%) of any class of our Common Stock, and (iv) all of our executive officers and directors as a
group. Unless otherwise indicated, each person named in the following table is
assumed to have sole voting power and investment power with respect to all
shares of our Common Stock listed as owned by such
person.
As of the date of this Report, we have 5,050,000 shares of Common Stock issued and outstanding and 0 shares of Preferred Stock issued and
outstanding.
32
Name and Position
|
Shares of
Common Stock
|
Percentage of
Class
(Common)
|
Shares of
Preferred Stock
|
Percentage of
Class
(Preferred)
|
||||||||||||
Virginia
K. Sourlis, Sole Officer and Director
|
5,010,000 | 99.21 | % | 0 | 0 | |||||||||||
Directors and Officers as a group
(1 person)
|
5,010,000 | 99.21 | % | 0 | 0 |
Item 13.
Certain Relationships and Related Transactions, and Director
Independence
Virginia
K. Sourlis is our sole officer and director. We are currently operating out
of the premises of The Sourlis Law Firm offices, owned and operated by Virginia
Sourlis. This arrangement was agreed upon by Ms. Sourlis on a rent-free basis
for administrative purposes. There is no written agreement or other material
terms or arrangements relating to said arrangement. Should Ms. Sourlis leave the
Company, this arrangement would certainly come to an end, and the Company would
be required to seek offices elsewhere potentially at a great cost in lease
fees.
In
addition Ms. Sourlis law firm, The Sourlis Law Firm currently represents the
Company and does not charge the Company for legal fees. Should Ms. Sourlis leave
the Company, the Company would be required to retain legal counsel and the costs
could be substantial.
Other
than the foregoing, we do not currently have any conflicts of interest. We have
not yet formulated a policy for handling conflicts of interest; however, we
intend to do so prior to hiring any additional employees.
On April
30, 2010 the Company issued a total of 5,000,000 restricted shares of Common
Stock, par value $0.0001, to Ms. Sourlis, for $5,000 as founder
stock.
In the
event our Company does not have adequate cash on hand, our sole Officer and
Director, Ms. Sourlis, has verbally agreed to fund the Company for an indefinite
period of time. The funding of the Company by Ms. Sourlis will create a further
liability to the Company to be reflected on the Company’s financial statements.
Ms. Sourlis’ commitment to personally fund the Company is not contractual and
could cease at any moment in her sole and absolute discretion.
To date,
our operations have been funded by our sole officer and director pursuant to a
verbal, non-binding agreement. Ms. Sourlis has agreed to personally fund the
Company’s overhead expenses, including audit, SEC filing fees, and operational
expenses until the Company can achieve revenues sufficient to sustain its
operational and regulatory requirements. The Company does not currently owe Ms.
Sourlis any money as of the date of this Report, as Ms. Sourlis’ monetary
funding to the Company as of the date hereof has not been categorized as loans
made to the Company, but as contributions for which she has received founders
stock. Future contributions by Ms. Sourlis to the Company, pursuant to the
verbal and non-binding agreement, will be reflected on the financial statements
of the Company as liabilities.
Indemnification
Pursuant
to the Articles of Incorporation and By-Laws of the Company, we may indemnify an
officer or director who is made a party to any proceeding, including a law suit,
because of his position, if he acted in good faith and in a manner he reasonably
believed to be in our best interest. In certain cases, we may advance
expenses incurred in defending any such proceeding. To the extent that the
officer or director is successful on the merits in any such proceeding as to
which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney’s fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act, and is, therefore,
unenforceable.
In the
event that a claim for indemnification against such liabilities, other than the
payment by us of expenses incurred or paid by one of our directors, officers, or
controlling persons in the successful defense of any action, suit or proceeding,
is asserted by one of our directors, officers, or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification is
against public policy as expressed in the Securities Act, and we will be
governed by the final adjudication of such issue.
33
Director
Independence
The OTCBB
on which we plan to have our shares of common stock quoted does not have any
director independence requirements. In determining whether our directors
are independent, we refer to NASDAQ Stock Market Rule 4200(a)(15). Based on
those widely-accepted criteria, we have determined that our Directors are not
independent at this time.
No member
of management is or will be required by us to work on a full time basis,
although our president currently devotes fulltime to us. Accordingly, certain
conflicts of interest may arise between us and our officer(s) and director(s) in
that they may have other business interests in the future to which they devote
their attention, and they may be expected to continue to do so although
management time must also be devoted to our business. As a result, conflicts of
interest may arise that can be resolved only through their exercise of such
judgment as is consistent with each officer's understanding of his/her fiduciary
duties to us.
The
Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the
SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a
result of Sarbanes-Oxley, require the implementation of various measures
relating to corporate governance. These measures are designed to enhance the
integrity of corporate management and the securities markets and apply to
securities that are listed on those exchanges or the Nasdaq Stock Market.
Because we are not presently required to comply with many of the corporate
governance provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than legally
required, we have not yet adopted these measures.
Because
none of our directors are independent directors, we do not currently have
independent audit or compensation committees. As a result, these directors have
the ability, among other things, to determine their own level of compensation.
Until we comply with such corporate governance measures, regardless of whether
such compliance is required, the absence of such standards of corporate
governance may leave our stockholders without protections against interested
director transactions, conflicts of interest, if any, and similar matters and
investors may be reluctant to provide us with funds necessary to expand our
operations.
We intend
to comply with all corporate governance measures relating to director
independence as and when required. However, we may find it very difficult or be
unable to attract and retain qualified officers, directors and members of board
committees required to provide for our effective management as a result of
Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has
resulted in a series of rules and regulations by the SEC that increase
responsibilities and liabilities of directors and executive officers. The
perceived increased personal risk associated with these recent changes may make
it more costly or deter qualified individuals from accepting these
roles.
Item 14.
Principal Accountant Fees and
Services
(1)
Audit Fees
The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our quarterly
reports or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years were:
2010
|
$ | 6,000 |
Conner
& Associates,
P.C.
|
(2) Audit-Related
Fees
The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph:
2010
|
$ | 0 |
Conner
& Associates,
P.C.
|
(3)
Tax Fees
The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning were:
2010
|
$ | 0 |
Conner
& Associates,
P.C.
|
34
(4)
All Other Fees
The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:
2010
|
$ | 0 |
Conner
& Associates,
P.C.
|
The
percentage of hours expended on the principal accountant’s engagement to audit
our financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountant’s full time,
permanent employees was 0%.
35
PART
IV.
Item 15. Exhibits and
Reports on Form 8-K
Index to
Exhibits
Exhibit
|
Description
|
|
31.1
|
Certification
of the Company’s Principal Executive Officer pursuant to 15d-15(e), under
the Securities and Exchange Act of 1934, as amended, with respect to
the registrant’s Annual Report on Form 10-K for the year ended September
30, 2010.
|
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (Principal Executive
Officer).
|
(b) Reports
on Form 8-K. None
36
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date:
November 30, 2010
|
By: /s/ VIRGINIA K.
SOURLIS
|
|
Name:
Virginia K. Sourlis
Title:
President
(Principal
Executive Officer,
Principal
Financial Officer
and
Principal Accounting
Officer)
|
Signature
|
Title
|
Date
|
||
/s/
VIRGINIA K. SOURLIS
|
President
|
November
30, 2010
|
||
Virginia
K. Sourlis
|
(Principal
Executive Officer,
|
|||
Principal
Financial Officer
|
||||
and
Principal Accounting Officer)
|
Date:
November 30, 2010
|
By: /s/ VIRGINIA K.
SOURLIS
|
|
Name:
Virginia K. Sourlis
|
||
Title:
Sole Director
|
Signature
|
Title
|
Date
|
||
/s/
VIRGINIA K. SOURLIS
|
Sole
Director
|
November
30, 2010
|
||
Virginia
K. Sourlis
|
37